S-4

As filed with the Securities and Exchange Commission on December 20, 2011

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cumulus Media Inc.

(Exact name of registrant parent guarantor as specified in its charter)

Delaware	4832	36-4159663
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Cumulus Media Holdings Inc.

(Exact name of registrant issuer as specified in its charter)

Delaware	4832	90-0719565
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

SEE TABLE OF SUBSIDIARY REGISTRANT GUARANTORS ON THE FOLLOWING PAGE

3280 Peachtree Road, N.W.

Suite 2300

Atlanta, Georgia 30305

(404) 949-0700

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

Lewis W. Dickey, Jr.

Chairman, President and Chief Executive Officer

Cumulus Media Inc.

3280 Peachtree Road, N.W.

Suite 2300

Atlanta, Georgia 30305

(404) 949-0700

(Name, address, including zip code, and telephone number, including area code, of agent for service for each registrant)

Copy to:

Mark L. Hanson, Esq.

Jones Day

1420 Peachtree Street, N.E., Suite 800

Atlanta, Georgia 30309

(404) 581-8573

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC:

As soon as practicable after the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
7.75% Senior Notes due 2019	$610,000,000	100%	$610,000,000	$69,906
Guarantees of 7.75% Senior Notes due 2019(2)	—	—	—	—  (3)
Total	$610,000,000	100%	$610,000,000	$69,906

(1) Estimated in accordance with Rule 457(f) under the Securities Act of 1933 solely for purposes of calculating the registration fee.

(2) Cumulus Media Inc. and the additional subsidiary registrant guarantors presented on the following page will guarantee the notes being registered.

(3) In accordance with Rule 457(n), no separate registration fee for the guarantees is payable.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

TABLE OF SUBSIDIARY REGISTRANT GUARANTORS

Exact Name of Subsidiary Registrant Guarantor as Specified in its Charter	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number
Alphabet Acquisition Corp.	Delaware	4832	13-3331750
Atlanta Radio, LLC	Delaware	4832	33-1065242
Aviation I, LLC	Nevada	4832	72-1545963
Broadcast Software International Inc.	Nevada	4832	36-4319376
Catalyst Media, Inc.	Delaware	4832	36-4698849
Chicago FM Radio Assets, LLC	Delaware	4832	75-3228146
Chicago License, LLC	Delaware	4832	26-0275822
Chicago Radio Assets, LLC	Delaware	4832	20-4218565
Chicago Radio Holding, LLC	Delaware	4832	26-0275880
Chicago Radio, LLC	Delaware	4832	26-0275975
Citadel Broadcasting Company	Nevada	4832	86-0703641
Citadel Broadcasting Corporation	Delaware	4832	51-0405729
CMP KC Corp.	Delaware	4832	20-4531244
CMP Susquehanna Corp.	Delaware	4832	20-4531045
CMP Susquehanna Radio Holdings Corp.	Delaware	4832	20-4530834
Cumulus Broadcasting LLC	Nevada	4832	68-0575090
Cumulus Media Partners, LLC	Delaware	4832	20-4530930
DC Radio Assets, LLC	Delaware	4832	20-4218609
DC Radio, LLC	Delaware	4832	26-0276821
Detroit Radio, LLC	Delaware	4832	33-1065244
International Radio, Inc.	Delaware	4832	13-3748255
KLIF Broadcasting, Inc.	Nevada	4832	23-2877208
KLOS Radio, LLC	Delaware	4832	20-8993250
KLOS Syndications Assets, LLC	Delaware	4832	20-5355443
KLOS-FM Radio Assets, LLC	Delaware	4832	20-4218888
LA License, LLC	Delaware	4832	26-0276832
LA Radio, LLC	Delaware	4832	20-4222471
Minneapolis Radio Assets, LLC	Delaware	4832	20-4219259
Minneapolis Radio, LLC	Delaware	4832	26-0276842
Network License, LLC	Delaware	4832	26-0276865
NY License, LLC	Delaware	4832	26-0276878
NY Radio Assets, LLC	Delaware	4832	20-4219364
NY Radio, LLC	Delaware	4832	26-0276851
Oklahoma Radio Partners, LLC	Alabama	4832	20-2163870
Radio Assets, LLC	Delaware	4832	20-5314240
Radio Metroplex, Inc.	Nevada	4832	23-2868556
Radio Networks, LLC	Delaware	4832	20-4222557
Radio Today Entertainment, Inc.	New York	4832	13-3389286
Radio Watermark, Inc.	Delaware	4832	13-3098556
San Francisco Radio Assets, LLC	Delaware	4832	20-4222315
San Francisco Radio, LLC	Delaware	4832	26-0276883
SF License, LLC	Delaware	4832	26-0276888
Susquehanna Media Co.	Delaware	4832	23-2722964
Susquehanna Pfaltzgraff Co.	Delaware	4832	23-1139608
Susquehanna Radio Corp.	Pennsylvania	4832	23-2381976
WBAP-KSCS Acquisition Partner, LLC	Delaware	4832	26-0276895
WBAP-KSCS Assets, LLC	Delaware	4832	20-4227103
WBAP-KSCS Radio Acquisition, LLC	Delaware	4832	20-8991431
WBAP-KSCS Radio Group, Ltd.	Texas	4832	26-0276904
WPLJ Radio, LLC	Delaware	4832	20-4222424

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

SUBJECT TO COMPLETION, DATED DECEMBER 20, 2011

Cumulus Media Inc.

Cumulus Media Holdings Inc.

Offer to exchange up to $610,000,000

Aggregate Principal Amount of Newly

Issued 7.75% Senior Notes due 2019

For

a Like Principal Amount of Outstanding

Restricted 7.75% Senior Notes due 2019

Issued on May 13, 2011

Cumulus Media Holdings Inc. (the “Issuer”), a wholly-owned subsidiary of Cumulus Media Inc. (the “Parent”), hereby offers to exchange (the “Exchange Offer”), in a transaction registered under the Securities Act of 1933 (the “Securities Act”), up to $610,000,000 aggregate principal amount of a new issue of 7.75% Senior Notes due 2019 (the “Exchange Notes”) for the Issuer’s outstanding 7.75% Senior Notes due 2019 (the “Original Notes”), which were issued by the Parent on May 13, 2011 in a private placement exempt from the registration requirements under the Securities Act. On September 16, 2011, in connection with an internal restructuring described in more detail elsewhere in this prospectus, the Issuer assumed the obligations of the Parent as the issuer of the Notes and the Parent provided a guarantee of the obligations under the Notes. We sometimes refer to the Original Notes and the Exchange Notes in this prospectus together as the “Notes.”

The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that the Exchange Notes will be issued in a transaction registered under the Securities Act, and the transfer restrictions and registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes. The Exchange Notes will be guaranteed on a senior unsecured basis by the Parent and all of the Issuer’s existing and future domestic restricted subsidiaries (except certain subsidiaries that hold the licenses for our radio stations) that guarantee our indebtedness or indebtedness of the guarantors.

The Exchange Notes will be exchanged for Original Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not receive any cash proceeds from the issuance of Exchange Notes in the Exchange Offer.

You may withdraw tenders of Original Notes at any time prior to the expiration of the Exchange Offer.

The Exchange Offer expires at 5:00 p.m., New York City time, on                     , 2012, unless extended, which we refer to as the “Expiration Date.”

We do not intend to list the Exchange Notes on any national securities exchange or to seek approval through any automated quotation system, and no active public market for the Exchange Notes is anticipated.

You should consider carefully the risk factors beginning on page 10 of this prospectus, and the risk factors incorporated by reference in this prospectus, before deciding whether to participate in the Exchange Offer.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission or other similar authority has approved these Exchange Notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     ,         

TABLE OF CONTENTS

CERTAIN TERMS USED IN THIS PROSPECTUS	ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION	iii
WHERE YOU CAN FIND MORE INFORMATION	iv
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	iv
MARKET, RANKING, INDUSTRY DATA AND FORECASTS	v
TRADEMARKS, SERVICE MARKS AND COPYRIGHTS	vi
SUMMARY	1
RISK FACTORS	10
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION	18
THE EXCHANGE OFFER	20
USE OF PROCEEDS	28
CAPITALIZATION	29
DESCRIPTION OF OTHER INDEBTEDNESS	30
DESCRIPTION OF THE NOTES	32
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	90
PLAN OF DISTRIBUTION	96
LEGAL MATTERS	97
EXPERTS	98

We have not authorized anyone to give you any information or to make any representations about the Exchange Offer we describe in this prospectus other than those contained in, or incorporated by reference into, this prospectus. If you are given any information or representation about this matter that is not described in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer to sell securities under applicable law.

In determining whether to participate in the Exchange Offer, investors must rely on their own examination of the Issuer and the terms of the Exchange Notes and the Exchange Offer, including the merits and risks involved. The securities offered by this prospectus have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this prospectus. Any representation to the contrary is a criminal offense. Except as otherwise indicated, the information in this prospectus is as of the date of this prospectus.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of Exchange Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where the Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 90 days from the date on which the registration statement of which this prospectus forms a part is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus available to any broker-dealer for use in connection with these resales. See “Plan of Distribution.”

i

CERTAIN TERMS USED IN THIS PROSPECTUS

Unless the context requires otherwise, or as specifically described below, in this prospectus:

• the terms “Parent,” the “Company” and “Cumulus Media” refer to Cumulus Media Inc., the original issuer of the Original Notes;

• the terms “Issuer” and “Cumulus Holdings” refer to Cumulus Media Holdings Inc. (f/k/a Cadet Holding Corporation), a direct wholly-owned subsidiary of the Company and the substitute issuer of the Notes;

• the terms “Cumulus,” “we,” “our,” and “us” refer to Cumulus Media and its subsidiaries, as the context may require;

• the term “CMP” refers to our indirect wholly-owned subsidiary, Cumulus Media Partners, LLC, and its consolidated subsidiaries;

• the term “CMP Acquisition” refers to our acquisition of the 75.0% of the equity interests of CMP that we did not already own, which was completed on August 1, 2011;

• the term “Citadel” refers to our indirect wholly-owned subsidiary, Citadel Broadcasting Corporation, and its consolidated subsidiaries, which were acquired through the Citadel Acquisition;

• the term “Citadel Acquisition” refers to the merger of Citadel with one of our wholly-owned subsidiaries, which was completed on September 16, 2011;

• the term “Acquired Businesses” refers, together, to CMP and Citadel;

• the term “Acquisitions” refers, together, to the CMP Acquisition and the Citadel Acquisition;

• The term “Indenture” refers to the Indenture, dated as of May 13, 2011, among Cumulus Media, Cumulus Holdings, the other Subsidiary Guarantors (as defined below under “Summary—The Exchange Notes”) named therein and U.S. Bank National Association, as trustee, transfer agent, registrar, authentication agent and paying agent as heretofore amended, modified and supplemented; and

• the term “Internal Restructuring” refers to the transactions undertaken in connection with the completion of the Citadel Acquisition pursuant to which, among other things, we completed an internal restructuring into a holding company structure, which included (i) Cumulus Media transferring its remaining assets and liabilities held directly or indirectly (other than the equity interests in Cumulus Holdings) to Cumulus Holdings and (ii) our entry into a supplemental indenture, dated as of September 16, 2011, to the Indenture, which supplemental indenture provided for: (a) the assumption by Cumulus Holdings of all obligations of Cumulus Media; (b) the substitution of Cumulus Holdings for Cumulus Media as issuer; (c) the release of Cumulus Media from all obligations as original issuer; and (d) Cumulus Media’s guarantee of all of Cumulus Holdings’ obligations, in each case under the Indenture and the Notes.

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains and incorporates by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). For purposes of federal and state securities laws, forward-looking statements are all statements other than those of historical fact and are typically identified by the words “believes,” “expects,” “anticipates,” “continues,” “intends,” “likely,” “may,” “plans,” “potential,” “should,” “will,” and similar expressions, whether in the negative or the affirmative. These statements include statements regarding the intent, belief or current expectations of Cumulus and its directors and officers with respect to, among other things, future events, their respective financial results and financial trends expected to impact Cumulus.

Such forward-looking statements are and will be, as the case may be, subject to change and subject to many risks, uncertainties and factors relating to our operations and business environment, which may cause our actual results to be materially different from any future results, expressed or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following:

• the possibility that problems may arise in successfully integrating the historical business of Cumulus with the Acquired Businesses;

• the possibility that we may be unable to achieve cost-saving synergies or achieve them within the expected time periods;

• the possibility that we may be unable to achieve certain expected revenue results, including as a result of unexpected factors or events;

• the possibility that our industry may be subject to future regulatory or legislative actions;

• our ability to maintain contracts and leases that are critical to our operations;

• our ability to attract, motivate and/or retain key executives and associates;

• our ability to execute our business plan and strategy;

• our ability to execute and implement our acquisition and divestiture strategies;

• general economic or business conditions affecting the radio broadcasting industry being less favorable than expected, including the impact of decreased spending by advertisers;

• increased competition in the radio broadcasting industry;

• the impact of current or pending legislation and regulations, antitrust considerations, and pending or future litigation or claims;

• general economic and business conditions;

• changes in government regulations;

• changes in policies or actions or in regulatory bodies;

• changes in uncertain tax positions and tax rates;

• changes in the financial markets;

• changes in capital expenditure requirements;

• changes in market conditions that could impair our goodwill or intangible assets;

• changes in interest rates;

• material changes from the preliminary to the final allocations of the purchase price of assets and liabilities relating to the Acquisitions; and

• other risks and uncertainties.

iii

Many of these factors are beyond our control or difficult to predict, and their ultimate impact could be material. Moreover, the factors set forth under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Cumulus Media’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”) and Cumulus Media’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2011, June 30, 2011, and September 30, 2011, each of which are incorporated by reference herein, as well as the information under the heading “Risk factors” in Exhibit 99.1 to Cumulus Media’s Current Report on Form 8-K, which was furnished to the SEC on April 25, 2011, and which information is also incorporated by reference herein, in addition to the factors set forth in other filings made from time to time with the SEC by Cumulus Media, should be read and considered as forward-looking statements subject to such risks and uncertainties. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this prospectus in the case of forward-looking statements contained in this prospectus, or the dates of the documents incorporated by reference in this prospectus in the case of forward-looking statements made in those incorporated documents. Except as may be required by law, we do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

Cumulus Media furnishes and files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy materials that we have furnished to or filed with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public on the SEC’s Internet website at http://www.sec.gov. Cumulus Media’s filings are also available to the public on its corporate website at http://www.cumulus.com. The information contained in Cumulus Media’s website is not part of or incorporated by reference into this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the expiration of the Exchange Offer. Any statement in a document incorporated by reference is an important part of this prospectus. Any statement in a document incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent a statement contained in this prospectus or any subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes such statement. Unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we have furnished, or may from time to time furnish, to the SEC is or will be incorporated by reference into, or otherwise included in, this prospectus.

We specifically incorporate by reference into this prospectus the documents listed below that have previously been filed with the SEC:

• the Form 10-K, filed with the SEC on March 14, 2011;

• Cumulus Media’s Quarterly Report on Form 10-Q for the three months ended March 31, 2011, filed with the SEC on May 16, 2011;

• Cumulus Media’s Quarterly Report on Form 10-Q for the six months ended June 30, 2011, filed with the SEC on August 15, 2011;

• Cumulus Media’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2011, filed with the SEC on November 14, 2011;

iv

• Cumulus Media’s Current Reports on Form 8-K filed with the SEC on February 2, 2011, February 18, 2011, March 2, 2011, March 10, 2011, March 14, 2011, April 25, 2011 (including Items 1.01, 8.01, 9.01 and the information previously furnished to the SEC under the heading “Risk factors” in Exhibit 99.1 thereto), May 16, 2011, August 4, 2011 (as amended by the Form 8-K/A filed on August 12, 2011), August 16, 2011, August 25, 2011, September 2, 2011, September 12, 2011, September 13, 2011, September 15, 2011 (two Current Reports), September 22, 2011, December 2, 2011 and December 20, 2011.

The information related to us contained in this prospectus should be read together with the information contained in the documents incorporated by reference. We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated into this prospectus by reference, other than exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents, or referred to in this prospectus. Requests should be directed to:

Cumulus Media Inc.

Attention: Investor Relations

3280 Peachtree Road, N.W.

Suite 2300

Atlanta, Georgia 30305

(404) 949-0700

In order to receive timely delivery of any requested documents in advance of the Expiration Date of the Exchange Offer, you should make your request no later than                     , 2012, which is five full business days before you must make a decision regarding the Exchange Offer.

MARKET, RANKING, INDUSTRY DATA AND FORECASTS

The data included or incorporated by reference into this prospectus regarding markets, ranking and forecasts, including the size of certain markets and our position, the position of other market participants and the position of our competitors within these markets, are based on published industry sources and estimates based on our management’s knowledge and experience in the markets in which we operate. Unless otherwise indicated, we (i) obtained total radio industry listener and revenue levels from the Radio Advertising Bureau, (ii) derived historical market revenue statistics and market revenue share percentages from data published by Miller Kaplan, Arase & Co., LLP, a public accounting firm that specializes in serving the broadcasting industry, and BIA Financial Network, Inc., a media and telecommunications advisory services firm, and (iii) derived all audience share data and audience rankings, including ranking by population, except where otherwise stated to the contrary, from surveys of people ages 12 and over, listening Monday through Sunday, 6 a.m. to 12 midnight, and based on, for an individual market either the Arbitron Market Report, or the Nielsen Market Report. We believe these data and estimates to be accurate as of the relevant dates. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for the estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. We cannot guarantee the accuracy or completeness of any such information contained or incorporated by reference in this prospectus.

While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in and incorporated by reference into this prospectus.

v

TRADEMARKS, SERVICE MARKS AND COPYRIGHTS

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are service marks or trademarks owned by us or licensed by us. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the ^©, ^® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

This prospectus may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by the trademark, service mark or trade name owners.

vi

SUMMARY

This summary highlights selected information included in or incorporated by reference into this prospectus. The following summary does not contain all of the information that you should consider before deciding whether to invest in the Exchange Notes and is qualified in its entirety by the more detailed information appearing elsewhere in the prospectus and the documents incorporated herein by reference. You should carefully read the entire prospectus, including the information incorporated by reference herein, and particularly the information in the “Risk Factors” section beginning on page 10 of this prospectus, and in the documents incorporated by reference herein, before making an investment decision. See “Where You Can Find More Information.”

Our Company

Cumulus Media is a Delaware corporation, organized in 2002, and successor by merger to an Illinois corporation with the same name that had been organized in 1997. Our executive offices are located at 3280 Peachtree Road, N.W., Suite 2300 Atlanta, Georgia 30305, and our telephone number at that location is (404) 949-0700. Our website address is http://www.cumulus.com. The information on our website is not a part of or incorporated by reference into this prospectus.

Our Operations

We are the second largest pure-play radio broadcaster in the United States based on number of stations. At September 30, 2011, we owned or operated more than 570 radio stations (including under local marketing agreements, or “LMAs”) in 120 United States media markets and a nationwide radio network serving over 4,000 stations. Under LMAs, we provide sales and marketing services for seven radio stations in the United States. In addition to entering into LMAs, we have in the past entered, and expect that we will from time to time in the future enter into management or consulting agreements that provide us with the ability, as contractually specified, to assist current owners in the management of radio station assets that we have contracted to purchase, subject to approval of the Federal Communications Commission (“FCC”). In such arrangements, we generally receive a contractually specified management fee or consulting fee in exchange for the services provided.

Our Strengths and Strategy

Cumulus believes that by completing the CMP Acquisition and the Citadel Acquisition, it has created a leading radio broadcasting company with an opportunity to leverage and expand upon its strengths, market presence and programming. Specifically, with the completion of these acquisitions, Cumulus has an extensive large and mid-sized market radio station portfolio, including a presence in eight of the top 10 markets, and broad diversity in format, listener base, geography, advertiser base and revenue stream, all of which are designed to reduce dependence on any single demographic, region or industry. Cumulus believes its increased scale will allow larger, more significant investments in the local digital media marketplace and allow Cumulus’ local digital platforms and strategies, including its social commerce initiatives, to be applied across significant additional markets. Furthermore, the acquisition of Citadel’s nationwide radio network of approximately 4,000 station affiliates and 9,000 program affiliates, which reach approximately 107 million listeners weekly, is intended to create a national network platform for the syndication of Cumulus’ content and technology assets.

Cumulus intends to leverage its experienced management team in an effort to capitalize on the opportunities presented by the completion of each of the CMP Acquisition and the Citadel Acquisition. Specifically, Cumulus believes that the capital structure of the Company resulting from the issuances of securities in connection with the Acquisitions and the sale of $475.0 million of Cumulus Media’s common stock, preferred stock and warrants to purchase common stock to certain investors will provide increased liquidity and scale to pursue and finance strategic acquisitions in the future. Cumulus also believes that it will be able to achieve $51.9 million of cost synergies resulting from the integration of Citadel’s historical operations by the end of 2011 which, when combined with the expected incremental revenues therefrom and the other expected benefits from the foregoing transactions, should strongly position Cumulus for future growth.

1

The Exchange Offer

The Exchange Offer We are offering to exchange up to $610,000,000 aggregate principal amount of the Exchange Notes for an equal principal amount of the Original Notes. The Original Notes were issued by the Parent on May 13, 2011 and, as a part of the Internal Restructuring undertaken by the Parent in September 2011, Cumulus Holdings was substituted for the Parent as issuer of the Original Notes. The terms of the Exchange Notes are identical in all material respects to those of the Original Notes, except that the Exchange Notes will be issued in a transaction registered under the Securities Act, and the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes. The Exchange Notes will be of the same class as the outstanding Original Notes. See “The Exchange Offer—Terms of the Exchange Offer.”

Purpose of the Exchange Offer The Exchange Notes are being offered to satisfy our obligations under the registration rights agreement entered into with the initial purchasers of the Notes at the time the Original Notes were issued and sold.

Expiration Date; Withdrawal of Tenders; Return of Original Notes Not Accepted for Exchange The Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2012, or on a later date and time to which we extend it. Tenders of Original Notes in the Exchange Offer may be withdrawn at any time prior to the Expiration Date. We will exchange the Exchange Notes for validly tendered Original Notes promptly following the Expiration Date. Any Original Notes that are not accepted for exchange for any reason will be returned by us, at our expense, to the tendering holder promptly after the expiration or termination of the Exchange Offer.

Procedures for Tendering Original Notes Each holder of Original Notes wishing to participate in the Exchange Offer must complete, sign and date the accompanying letter of transmittal, or its facsimile, in accordance with its instructions, and mail or otherwise deliver it, or its facsimile, together with the Original Notes and any other required documentation to the exchange agent at the address in the letter of transmittal. Original Notes may be physically delivered, but physical delivery is not required if a confirmation of a book-entry transfer of the Original Notes to the exchange agent’s account at the Depository Trust Company (“DTC”) is delivered in a timely fashion. A holder may also tender its Original Notes by means of DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that program. See “The Exchange Offer—Procedures for Tendering Original Notes.”

Guaranteed Delivery Procedures If you wish to tender your Original Notes, but cannot properly do so prior to the Expiration Date, you may tender your Original Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Terms of the Exchange Offer.”

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Consequences of Failure to Exchange the Original Notes You will continue to hold Original Notes, which will remain subject to their existing transfer restrictions if you do not validly tender your Original Notes or you tender your Original Notes and they are not accepted for exchange. With some limited exceptions, we will have no obligation to register the Original Notes after we consummate the Exchange Offer. See “The Exchange Offer—Terms of the Exchange Offer” and “The Exchange Offer—Consequences of Failure to Exchange.”

Conditions to the Exchange Offer The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered for exchange. The Exchange Offer is subject to customary conditions, which may be waived by us in our discretion. We currently expect that all of the conditions will be satisfied and that no waivers will be necessary.

Exchange Agent U.S. Bank National Association.

U.S. Federal Income Tax Considerations Your exchange of an Original Note for an Exchange Note will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each Exchange Note received as you had immediately prior to the exchange in the corresponding Original Note surrendered. See “Certain U.S. Federal Income Tax Considerations.”

Risk Factors You should consider carefully the risk factors beginning on page 10 of this prospectus, and the risk factors incorporated by reference into this prospectus, before deciding whether to participate in the Exchange Offer.

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The Exchange Notes

The following is a brief summary of the principal terms of the Exchange Notes. The terms of the Exchange Notes are identical in all material aspects to those of the Original Notes, except for the transfer restrictions and registration rights and related special interest provisions relating to the Original Notes will not apply to the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the Exchange Notes, see “Description of the Notes.”

Issuer Cumulus Media Holdings Inc.

Notes Offered $610.0 million principal amount of 7.75% Senior Notes due 2019. The Exchange Notes offered hereby will be of the same class as the Original Notes.

Maturity May 1, 2019.

Interest 7.75% per annum, payable semi-annually in arrears on May 1 and November 1 of each year.

Guarantors The Exchange Notes will be guaranteed on a senior unsecured basis by Parent and all of the Issuer’s existing and future domestic restricted subsidiaries (other than the Issuer’s subsidiaries that hold the licenses for our radio stations) that guarantee its indebtedness or indebtedness of the guarantors (the “Subsidiary Guarantors” and, together with Parent and any other future guarantors, the “Guarantors”). Under the circumstances described under “Description of the Notes,” the Exchange Notes may also be guaranteed by other parent companies of the Issuer in the future. Under certain circumstances, Subsidiary Guarantors may be released from their guarantees without the consent of the holders of Notes. See “Description of the Notes—Guarantees.”

As of the date hereof, 21 of the Issuer’s subsidiaries hold the licenses for our radio stations and 2 of the Issuer’s subsidiaries are unrestricted subsidiaries (as defined in the indenture governing the Notes), and such subsidiaries do not guarantee the Original Notes and will not guarantee the Exchange Notes. These non-guarantor subsidiaries (including the Issuer’s license subsidiaries and any unrestricted subsidiaries) did not account for any of Cumulus’ consolidated revenues for the nine months ended September 30, 2011 or any of Cumulus’ consolidated indebtedness at September 30, 2011, but accounted for 39.9% of Cumulus’ consolidated assets as of such date.

Ranking The Exchange Notes and related guarantees will be the Issuer’s and the Guarantors’ senior unsecured obligations and will:

• rank senior in right of payment to all of the Issuer’s and the Guarantors’ future subordinated indebtedness;

• rank equally in right of payment with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness;

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• be effectively subordinated to any of the Issuer’s and the Guarantors’ existing and future secured debt, to the extent of the value of the assets securing such debt; and

• be structurally subordinated to all existing and future liabilities (including trade payables) of each of the Issuer’s subsidiaries that do not guarantee the Exchange Notes, including all indebtedness and other liabilities, including preferred stock, of the Issuer’s non-guarantor subsidiaries.

As of September 30, 2011, Cumulus and its consolidated subsidiaries had approximately $2.9 billion of total debt, of which approximately 79.1% was secured, and Cumulus had $100.0 of borrowings available under its 2011 Credit Facilities (as defined below under “Description of Other Indebtedness”).

Change of Control and Asset Sales If Cumulus Holdings experiences specific kinds of changes of control, it will be required to make an offer to purchase the Exchange Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. If Cumulus Holdings or its restricted subsidiaries sell certain assets, it will be required under certain circumstances to make an offer to purchase the Exchange Notes at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. See “Description of the Notes—Repurchase at the option of Holders—Change of Control” and “Description of the Notes—Repurchase at the option of Holders—Asset Sales.”

Optional Redemption Any time prior to May 1, 2014, Cumulus Holdings may, at its option, use the net proceeds of one or more equity offerings to redeem up to 35% of the aggregate principal amount of Exchange Notes at a redemption price equal to 107.75%, plus accrued and unpaid interest, if any, to the redemption date.

At any time prior to May 1, 2015, Cumulus Holdings may, at its option, redeem all or a portion of the Exchange Notes in cash at a price equal to 100% of their principal amount plus the applicable premium described under “Description of the Notes—Optional redemption,” plus accrued and unpaid interest, if any, to the redemption date.

On or after May 1, 2015, Cumulus Holdings may, at its option, redeem all or a portion of the Exchange Notes in cash at the redemption prices described under “Description of the Notes—Optional redemption,” plus accrued and unpaid interest, if any, to the redemption date.

Certain Covenants The Indenture governing the Notes contains covenants that restrict Cumulus Holdings’ ability, and the ability of its restricted subsidiaries, to, among other things:

• incur additional indebtedness;

• pay dividends or make other distributions or repurchase or redeem its capital stock;

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• prepay, redeem or repurchase certain debt;

• make loans and investments;

• sell certain assets;

• incur liens;

• agree to certain restrictions on the ability of restricted subsidiaries to make payments to it;

• consolidate, merge, sell or otherwise dispose of all or substantially all of its assets;

• enter into transactions with its affiliates; and

• designate its subsidiaries as unrestricted subsidiaries.

These covenants are subject to important exceptions and qualifications described under “Description of the Notes.”

No Prior Market There is no public trading market for the Exchange Notes, and we do not intend to apply for listing of the Exchange Notes on any national securities exchange or for quotation of the Exchange Notes on any automated dealer quotation system.

Use of Proceeds We will not receive any cash proceeds from the issuance of the Exchange Notes. See “Use of Proceeds.”

Trustee U.S. Bank National Association.

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Summary Historical Financial Information

Set forth below is summary historical financial information for Cumulus. The summary historical financial information for the years ended December 31, 2008, 2009, and 2010 and for the nine months ended September 30, 2011 and 2010, has been derived from our financial statements and related notes incorporated by reference herein.

Primarily as a result of the completion of the CMP Acquisition and the Citadel Acquisition in the third quarter of 2011, we believe that our results of operations for the quarter ended September 30, 2011, and our financial condition at such date, will provide only limited comparability to prior periods. You are cautioned not to place undue reliance on any such comparison. Revenues and net income of $32.0 million and $9.9 million, respectively, attributable to CMP since August 1, 2011 are included in this summary historical financial information for the nine month period ended September 30, 2011. Revenues and net income of $33.3 million and $11.1 million, respectively, attributable to Citadel since September 16, 2011 are included in this summary historical financial information for the nine month period ended September 30, 2011. Each of the CMP Acquisition and the Citadel Acquisition has been accounted for under the acquisition method of accounting for business combinations. Under the acquisition method of accounting, the respective purchase prices were allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the respective acquisition dates. Each purchase price allocation is preliminary and is subject to, among other things, the final valuation of assets acquired and liabilities assumed, and may be adjusted for up to twelve months following the closing date of each respective acquisition.

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The summary historical consolidated financial information presented below does not contain all of the information you should consider before deciding whether or not to participate in the Exchange Offer, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, and notes thereto, incorporated by reference in this prospectus. Various factors are expected to have an effect on our financial condition and results of operations, including the ongoing integration of the Acquired Businesses. You should read this summary historical financial information in conjunction with the information under “Risk Factors” and “Capitalization” included in this prospectus, as well as with the information under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors,” and with our audited and unaudited consolidated financial statements and related notes and other information contained in the Form 10-K, Cumulus Media’s subsequently filed Form 10-Qs and the other documents incorporated by reference in this prospectus. See “Where You Can Find More Information.”

	Year Ended December 31,									Nine Months Ended September 30,
(dollars in thousands)	2008			2009			2010			2010			2011
Statement of operations data:
Net revenues	$	311,538		$	256,048		$	263,333		$	193,552		$	259,340
Direct operating expenses (excluding depreciation, amortization and LMA fees)		203,222			165,676			159,807			120,829			154,586
Depreciation and amortization		12,512			11,136			9,098			7,130			15,231
LMA fees		631			2,332			2,054			1,500			1,670
Corporate general and administrative expenses (including non-cash stock-based compensation expense)		19,325			20,699			18,519			13,824			61,924
Gain on exchange of assets or stations		—			(7,204	)		—			—			(15,278	)
Realized loss on derivative instrument		—			3,640			1,957			1,810			2,681
Impairment of intangible assets and goodwill		498,897			174,950			671			—			—
Other operating expenses		2,041			—			—			—			—
Operating (loss) income		(425,090	)		(115,181	)		71,227			48,459			38,526
Interest expense, net		(47,262	)		(33,989	)		(30,307	)		(23,728	)		(34,999	)
Terminated transaction income (expense)		15,000			—			(7,847	)		—			—
Other income (expense), net		(10	)		(136	)		108			(87	)		87
Income tax benefit (expense)		117,945			22,604			(3,779	)		(2,753	)		66,114
Equity losses in affiliate		(22,252	)		—			—			—			—
Net (loss) income	$	(361,669	)	$	(126,702	)	$	29,402		$	21,891		$	76,998
Other data:
Adjusted EBITDA(1)	$	93,655		$	72,552		$	87,458		$	59,914		$	44,973
Net cash provided by (used in):
Operating activities	$	76,654		$	28,691		$	42,738		$	29,284		$	32,334
Investing activities		(6,754	)		(3,060	)		(2,425	)		(2,161	)		(2,027,038	)
Financing activities		(49,183	)		(62,410	)		(43,723	)		(30,782	)		2,028,966
Capital expenditures		(6,069	)		(3,110	)		(2,475	)		(2,127	)		(2,885	)
Balance sheet data (at period end):
Total assets	$	543,519		$	334,064		$	319,636		$	324,067		$	4,072,080
Long-term debt (including current portion)		696,000			633,508			591,008			603,557			2,290,041
Stockholders’ (deficit) equity	$	(248,147	)	$	(372,512	)	$	(341,309	)	$	(349,251	)	$	306,393

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(1) Adjusted EBITDA is the financial metric utilized by management to analyze the cash flow generated by our business. This measure isolates the amount of income generated by our radio stations after the incurrence of corporate general and administrative expenses. Management also uses this measure to determine the contribution of our radio station portfolio, including the corporate resources employed to manage the portfolio, to the funding of our other operating expenses and to the funding of debt service and acquisitions. In addition, Adjusted EBITDA is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our First Lien Credit Facility (as defined below under “Description of Other Indebtedness”).

In deriving this measure, management excludes depreciation, amortization and non-cash stock-based compensation expense from the measure as these do not represent cash payments for activities related to the operation of the radio stations. In addition, we also exclude LMA fees from our calculation of Adjusted EBITDA, even though such fees require a cash settlement, because they are excluded from the definition of Adjusted EBITDA contained in our First Lien Credit Facility. Management excludes any gain or loss on the exchange of radio stations as it does not represent a cash transaction. Management also excludes any realized gain or loss on derivative instruments as it does not represent a cash transaction nor is it associated with radio station operations. Management excludes impairment of goodwill and intangible assets as it does not represent a cash transaction. Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, nevertheless is commonly employed by the investment community as a measure for determining the market value of a radio company. Management has also observed that Adjusted EBITDA is routinely employed to evaluate and negotiate the potential purchase price for radio broadcasting companies, and is a key metric for purposes of calculating and determining compliance with certain covenants in our First Lien Credit Facility. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful.

Adjusted EBITDA should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with GAAP.

The following table provides an unaudited reconciliation of our net (loss) income to Adjusted EBITDA:

	Year Ended December 31,									Nine Months Ended September 30,
(dollars in thousands)	2008			2009			2010			2010		2011
Net (loss) income	$	(361,669	)	$	(126,702	)	$	29,402		$	21,891	$	76,998
Depreciation and amortization		12,512			11,136			9,098			7,130		15,231
LMA fees		631			2,332			2,054			1,500		1,670
Equity in net income of affiliates		(22,252	)		—			—			—		—
Non-cash stock-based compensation expense		4,664			2,879			2,451			1,015		2,143
Gain on exchange of assets or stations		—			(7,204	)		—			—		(15,278	)
Realized loss on derivative instrument		—			3,640			1,957			1,810		2,681
Impairment of goodwill and intangible assets		498,897			174,950			671			—		—
Interest expense, net		47,262			33,989			30,307			23,728		34,999
Other (income) expense, net		10			136			(108	)		87		(87	)
Loss on early extinguishment of debt		—			—			—			—		(4,366	)
Gain on equity investment in CMP		—			—			—			—		11,636
Costs associated with terminated transaction		2,041			—			—			—		—
Merger termination fee		(15,000	)		—			—			—		—
Income tax benefit (expense)		(117,945	)		(22,604	)		3,779			2,753		(66,114	)
Adjusted EBITDA	$	93,655		$	72,552		$	87,458		$	59,914	$	44,973

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RISK FACTORS

The terms of the Exchange Notes are identical in all material aspects to those of the Original Notes, except for the transfer restrictions and registration rights and related special interest provisions relating to the Original Notes that do not apply to the Exchange Notes. This section describes some, but not all, of the risks of acquiring the Exchange Notes and participating in the Exchange Offer. Before making an investment decision, you should carefully consider the risk factors described below, the risk factors included the Form 10-K, in Cumulus Media’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, and in Exhibit 99.1 to Cumulus Media’s Form 8-K furnished to the SEC on April 25, 2011, each of which is incorporated by reference herein, as well as the risks described in our other filings with the SEC that are incorporated by reference herein.

Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Notes.

As of September 30, 2011, we had approximately $2.9 billion of debt, of which approximately 79.1% was secured. This level of indebtedness could have important consequences to holders of Notes. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the Notes and our other debt, including our ability to make payments on the Notes;

• impair our ability to obtain financing in the future for working capital, capital expenditures, acquisitions or general corporate requirements;

• increase our vulnerability to general adverse economic and industry conditions;

• limit our ability to use operating cash flow in other areas of our business because we would need to dedicate a substantial portion of these funds for payments on our indebtedness;

• expose us to the risk of increase interest rates as certain of our borrowings, including borrowings under the Revolving Credit Facility (as defined below under “Description of Other Indebtedness”), are and may be at variable rates of interest.

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

• place us at a competitive disadvantage compared to our competitors.

The agreements governing our debt, including the 2011 Credit Facilities (as defined below under “Description of Other Indebtedness”) and the Indenture, limit, but do not prohibit, us from incurring additional debt in the future, including additional secured debt. If new debt is added to our current debt levels, our ability to satisfy our debt obligations, including the payment of principal and interest on the Notes, may become more limited.

Our ability to make scheduled payments on, or to refinance, our debt and other obligations will depend on our financial and operating performance which, in turn, is subject to our ability to implement cost reduction initiatives and other strategies, prevailing economic conditions and certain financial, business and other factors beyond our control. If our cash flow and capital resources are insufficient to fund our debt service and other obligations, we may not be able to consummate any proposed acquisitions, be forced to reduced or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt and other obligations as they become due, including under the Notes. We can provide no assurances that our operating performance, cash flow and capital resources will be sufficient to pay our debt and other obligations when they become due, including our obligations under the Notes.

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The level of our outstanding debt may make it more difficult to comply with the financial covenants in our debt instruments, which could cause a default or an event of default under such debt instruments and could result in the loss of our sources of liquidity, acceleration of our indebtedness and, in some instances, the foreclosure on some or all of our assets, any of which could have a material adverse effect on our financial condition and results of operations.

The instruments governing our outstanding indebtedness contain restrictive financial covenants. Our ability to comply with the covenants in the Indenture and the 2011 Credit Facilities will depend upon our future performance and various other factors, such as business, competitive, technological, legislative and regulatory factors, some of which are beyond our control. We may not be able to maintain compliance with all of these covenants in the future. In that event, we would need to seek an amendment or waiver to the applicable agreement, or a refinancing of such obligations. There can be no assurance that we will be able obtain any amendment or waiver of any such facilities and, even if so, it is likely that such relief would only last for a specified period, potentially necessitating additional amendments, waivers or refinancings in the future.

In the event that we do not maintain compliance with the covenants under the 2011 Credit Facilities, lenders could declare an event of default, subject to applicable notice and cure provisions, resulting in a material adverse impact on our financial position. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding under the 2011 Credit Facilities to be immediately due and payable and terminate all commitments to extend further credit. In addition, lenders under any of our indebtedness to which a cross-default or cross-acceleration provision applies may then be entitled to take certain similar actions. In the event any of our lenders or noteholders accelerate the repayment of our borrowings, we may not have sufficient assets to repay such indebtedness.

The lenders under the 2011 Credit Facilities have taken security interests in substantially all of our consolidated assets, and we have pledged the stock of certain of our subsidiaries to secure the debt under the 2011 Credit Facilities. If the lenders accelerate the repayment of borrowings, we may be forced to liquidate certain assets to repay all or part of such borrowings, and we cannot assure you that sufficient assets will remain after we have paid all of the borrowings under such 2011 Credit Facilities. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and we could be forced into bankruptcy or liquidation. Our ability to liquidate assets could also be affected by the regulatory restrictions associated with radio stations, including FCC licensing, which may make the market for these assets less liquid and increase the chances that these assets will be liquidated at a significant loss. We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. Our ability to make scheduled payments on or refinance our debt obligations, including the Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the Notes. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, including the Notes. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The 2011 Credit Facilities restrict our ability to dispose of assets and use the proceeds from those dispositions, and may also restrict our ability to raise debt or equity capital to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or obtain proceeds in an amount sufficient to meet any debt service obligations then due.

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We are a holding company with no material independent assets or operations and we depend on our subsidiaries for cash.

We are a holding company with no material independent assets or operations, other than our investments in our subsidiaries. Because we are a holding company, we are dependent upon the payment of dividends, distributions, loans or advances to us by our subsidiaries to fund our obligations, including our obligations under the Notes. These payments could be subject to restrictions on dividends or other payment restrictions under applicable laws in the jurisdictions in which our subsidiaries operate. Payments by our subsidiaries are also contingent upon the subsidiaries’ earnings. We may be unable to obtain sufficient funds from our subsidiaries to fund our obligations, including our obligations under the Notes.

Despite our current level of indebtedness, we may still be able to incur additional debt. This could further exacerbate the risks to our financial condition described above.

We may be able to incur additional indebtedness in the future. Although the Indenture and the 2011 Credit Facilities contain, and credit facilities we enter into in the future may contain, restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and any additional indebtedness incurred in compliance with these restrictions could be material. If we incur any additional indebtedness that ranks equally with the Notes, subject to collateral arrangements, the holders of that debt will be entitled to share ratably with the noteholders in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of Cumulus and its subsidiaries. This may have the effect of reducing the amount of proceeds paid to the noteholders. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. As of September 30, 2011, we had borrowing availability of $100.0 million under the 2011 Credit Facilities.

The terms of the Indenture and the 2011 Credit Facilities restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The Indenture and the 2011 Credit Facilities contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:

• incur additional indebtedness and guarantee indebtedness;

• pay dividends or make other distributions or repurchase or redeem capital stock;

• prepay, redeem or repurchase certain debt;

• issue certain preferred stock or similar equity securities;

• make loans and investments;

• sell assets;

• incur liens;

• enter into transactions with affiliates;

• alter the businesses we conduct;

• enter into agreements restricting our restricted subsidiaries’ ability to pay dividends; and

• consolidate, merge or sell all or substantially all of our assets.

In addition, the restrictive covenants in the 2011 Credit Facilities require us to maintain compliance with specified financial ratios and satisfy other financial condition tests. Under the 2011 Credit Facilities, Cumulus Holdings and its restricted subsidiaries were required to maintain a consolidated total net leverage ratio no higher than 7.75:1 with respect to borrowings under the Revolving Credit Facility as of September 30, 2011 (with stepdowns beginning in the quarter ending June 30, 2012, if amounts are then outstanding thereunder). Our ability to meet those financial ratios and tests can be affected by events beyond our control. You should read the

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discussions under the headings “Description of the Notes—Certain covenants” and “Description of Other Indebtedness” for further information about these covenants. A breach of the covenants or restrictions under the Indenture or the 2011 Credit Facilities, could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the 2011 Credit Facilities would permit the lenders under those facilities to terminate all commitments to extend further credit under those facilities. Furthermore, if we were unable to repay the amounts due and payable under the 2011 Credit Facilities, the lenders could proceed against the collateral granted to them to secure that indebtedness. In the event our lenders or noteholders accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness.

As a result of these restrictions, we may be:

• limited in how we conduct our business;

• unable to raise additional debt or equity financing to operate during general economic or business downturns; or

• unable to compete effectively or to take advantage of new business opportunities.

These restrictions may adversely affect our ability to operate our current and planned business, or make certain changes in our business and to respond to changing circumstances, any of which could have a material adverse effect on our financial condition or results of operations. In addition, our financial results, our indebtedness and our credit ratings could adversely affect the availability and terms of any financing.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under the First Lien Facility and the Second Lien Facility (each as defined below under “Description of Other Indebtedness”) are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. As a result, a significant increase in interest rates could have a material adverse effect on our financial condition and our ability to comply with our obligations under the Notes.

The Original Notes are, and the Exchange Notes will be, effectively subordinated to Cumulus Holdings’ and the Guarantors’ secured indebtedness under the 2011 Credit Facilities, and any other secured indebtedness we may have to the extent of the value of the property securing that indebtedness.

As of September 30, 2011, we had approximately $2.9 billion of debt, of which approximately 79.1% was secured. Cumulus Media’s, Cumulus Holdings’ and our restricted subsidiaries’ obligations under the 2011 Credit Facilities are collateralized by a first priority lien and second priority lien, respectively, on substantially all of Cumulus Media’s, Cumulus Holdings’ and our restricted subsidiaries’ assets in which a security interest may lawfully be granted, including, without limitation, intellectual property and substantially all of the capital stock of Cumulus Media’s direct and indirect domestic subsidiaries and 66% of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the 2011 Credit Facilities are guaranteed by Cumulus Media and substantially all of its restricted subsidiaries, other than Cumulus Holdings. The Notes and the related guarantees are effectively subordinated to any of Cumulus Holdings’ and the Guarantors’ secured debt to the extent of the value of the assets securing such debt.

The agreements governing our debt, including the First Lien Facility, the Second Lien Facility and the Indenture, limit, but do not prohibit, us from incurring additional debt and we may incur a significant amount of additional debt in the future, including additional secured debt.

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The effect of this subordination is that upon a default in payment on, or the acceleration of, any of our secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution or reorganization of Cumulus Holdings or the Guarantors, the proceeds from the sale of assets securing such secured indebtedness will be available to pay obligations on the Notes only after all indebtedness under the 2011 Credit Facilities and any other secured debt has been paid in full. As a result, the holders of the Notes may receive less, ratably, than the holders of secured debt in the event of Cumulus Holdings’ or the Guarantors’ bankruptcy, insolvency, liquidation, dissolution or reorganization.

The Original Notes are, and the Exchange Notes will be, structurally subordinated to all obligations of our existing and future subsidiaries that are not and do not become Guarantors of the Notes.

The Original Notes are, and the Exchange Notes will be, guaranteed by each existing and subsequently acquired or organized parent or subsidiary that guarantees obligations under the 2011 Credit Facilities or that, in the future, guarantees Cumulus Holdings’ other indebtedness or indebtedness of another Guarantor. Cumulus Holdings’ subsidiaries that do not guarantee the Notes, including all of its non-domestic subsidiaries and its subsidiaries that hold the licenses for our radio stations, will have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The Notes and related guarantees are structurally subordinated to all indebtedness and other obligations of any non-guarantor parent or subsidiary such that in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any parent or subsidiary that is not a Guarantor, all of that parent or subsidiary’s creditors (including trade creditors) and preferred stockholders would be entitled to payment in full out of that parent or subsidiary’s assets before we would be entitled to any payment. In addition, the Indenture, subject to some limitations, permits these parents or subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these entities. In addition, the equity interests of other equity holders in any non-wholly-owned subsidiary in any dividend or other distribution made by these entities would need to be satisfied on a proportionate basis with us. These less than wholly-owned subsidiaries may also be subject to restrictions on their ability to distribute cash to us in their financing or other agreements, and, as a result, we may not be able to access their cash flow to service our debt obligations, including in respect of the Notes. Cumulus Media’s license subsidiaries that hold the licenses for its radio stations do not guarantee the Original Notes, and will not guarantee the Exchange Notes, but do provide guarantees under the Revolving Credit Facility. For the nine months ended September 30, 2011, the non-guarantor subsidiaries (including license subsidiaries and any unrestricted subsidiaries) did not contribute any amounts to our net revenues, but represented (2.2)% of our operating income and (1.8)% of our Adjusted EBITDA. As of September 30, 2011, our non-guarantor subsidiaries (including our license subsidiaries and any unrestricted subsidiaries) represented 39.9% of our total assets and 12.2% of our total liabilities.

In addition, a Guarantor is automatically released from its guarantee upon the occurrence of certain events, including the following:

• the designation of that Guarantor as an unrestricted subsidiary;

• the release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the Notes by such Guarantor; or

• the sale or other disposition, including the sale of substantially all the assets, of that Subsidiary Guarantor.

If any subsidiary guarantee is released, no holder of Notes will have a claim as a creditor against that entity, and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that entity will be effectively senior to the claim of any holders of the Notes. See “Description of the Notes—Guarantees.”

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There are important considerations in connection with a potential change of control, including that Cumulus Holdings may not be able to repurchase the Notes upon such a change of control.

Upon the occurrence of specific kinds of change of control events, Cumulus Holdings will be required to offer to repurchase all outstanding Notes at 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date. Additionally under the 2011 Credit Facilities, a change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under those facilities and terminate their commitments to lend. The source of funds for any purchase of the Notes and repayment of borrowings under the 2011 Credit Facilities would be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. Cumulus Holdings may not be able to repurchase the Notes upon a change of control because it may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay other indebtedness that will become due. If Cumulus Holdings fails to repurchase the Notes in that circumstance, it will be in default under the Indenture. Cumulus Holdings may require additional financing from third parties to fund any such purchases, and Cumulus Holdings may be unable to obtain financing on satisfactory terms or at all. Further, Cumulus Holdings’ ability to repurchase the Notes may be limited by law. In order to avoid the obligations to repurchase the Notes and events of default and potential breaches of the credit agreements governing Cumulus Holdings’ credit facilities, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

In addition, the change of control provisions in the Indenture may not protect you from certain important corporate events, such as a leveraged recapitalization (which would increase the level of our indebtedness), reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a “change of control” under the Indenture. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change that constitutes a “change of control” as defined in the Indenture that would trigger our obligation to repurchase the Notes. Therefore, if an event occurs that does not constitute a “change of control” as defined in the Indenture, Cumulus Holdings will not be required to make an offer to repurchase the Notes and noteholders may be required to continue to hold their Notes despite the event. See “Description of the Notes—Repurchase at the option of Holders—Change of Control.”

One of the circumstances under which a change of control may occur is upon the sale or disposition of all or substantially all of Cumulus Holdings’ assets. However, the phrase “all or substantially all” will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or disposition of “all or substantially all” of Cumulus Holdings’ capital stock, membership interests or assets has occurred, in which case, the ability of a holder of the Notes to obtain the benefit of an offer to repurchase all or a portion of the Notes held by such holder may be impaired. The exercise by the holders of Notes of their right to require Cumulus Holdings to repurchase the Notes pursuant to a change of control offer could cause a default under the agreements governing Cumulus Holdings’ other indebtedness, including future agreements, even if the change of control itself does not, due to the financial effect of such repurchases on Cumulus Holdings. In the event that a change of control offer is required to be made at a time when Cumulus Holdings is prohibited from repurchasing Notes, Cumulus Holdings could attempt to refinance the borrowings that contain such prohibitions. If Cumulus Holdings does not obtain a consent or repay those borrowings, it will remain prohibited from repurchasing the Notes. In that case, Cumulus Holdings’ failure to purchase tendered notes would constitute an event of default under the Indenture which could, in turn, constitute a default under its other indebtedness. Finally, Cumulus Holdings’ ability to pay cash to the holders of Notes upon a repurchase may be limited by its then existing financial resources.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

The Original Notes are, and the Exchange Notes will be, guaranteed by Cumulus Media and certain of Cumulus Holdings’ subsidiaries. Under U.S. bankruptcy law and comparable provisions of state fraudulent

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transfer laws, a guarantee can be voided, or claims under a guarantee may be subordinated to all other debts of that subsidiary guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the issuance of the guarantee; and

• the subsidiary guarantor:

• was insolvent or rendered insolvent by reason of issuing the guarantee;

• was engaged or about to engage in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital to carry on its business;

• intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they become due; or

• was a defendant in an action for money damages, or had a judgment for money damages docketed against it and, in either case, after final judgment, the judgment was unsatisfied.

In addition, any payment by that guarantor under a guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor under such circumstances. The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law. Generally, a guarantor would be considered insolvent if

• the sum of its debts, including contingent liabilities, was greater than the fair salable value of all of its assets;

• the present fair salable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

• it could not pay its debts as they became due.

In the event a guarantee of the Notes by a guarantor is voided as a fraudulent conveyance, holders of the Notes would effectively be subordinated to all indebtedness and other liabilities of that guarantor.

We cannot be sure that a market for the Notes, if any, will develop or continue.

The Exchange Notes will be new securities for which there is currently no public market. We do not intend to apply for listing of the Exchange Notes on any securities exchange. The liquidity of the trading market in the Exchange Notes and the market price quoted for the Exchange Notes may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the financial performance. We cannot assure you that an active trading market will develop or be maintained for the Exchange Notes. If an active market does not develop or is not maintained, the market price of the Exchange Notes may decline and you may not be able to resell the Exchange Notes at the time, or at the prices, you would expect.

If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.

Original Notes that you do not tender, or we do not accept, will, following the Exchange Offer, continue to be restricted securities, and you may not offer to sell them except as pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue Exchange Notes in exchange for the Original Notes pursuant to the Exchange Offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer—Procedures for Tendering Original Notes” and “The Exchange Offer—Conditions to the Exchange Offer.” These procedures and conditions include timely receipt by the exchange agent of such Original Notes (or a confirmation of book-entry transfer) and of a properly completed and duly executed letter of transmittal (or an agent’s message from the Depositary Trust Company).

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Because we anticipate that all or substantially all holders of Original Notes will elect to exchange their Original Notes in this Exchange Offer, we expect that the market for any Original Notes remaining after the completion of the Exchange Offer will be substantially limited. Any Original Notes tendered and exchanged in the Exchange Offer will reduce the aggregate principal amount of the Original Notes outstanding. Following the Exchange Offer, if you do not tender your Original Notes, you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could be adversely affected.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

Set forth below is selected historical consolidated financial information for Cumulus as of and for the fiscal years ended December 31, 2006, 2007, 2008, 2009 and 2010, and as of and for the nine months ended September 30, 2010 and 2011. The selected historical financial information as of December 31, 2009 and 2010 and for the years ended December 31, 2008, 2009 and 2010 have been derived from our audited consolidated financial statements and related notes incorporated by reference herein. The selected historical consolidated financial information as of September 31, 2010 and 2011 and for the nine month periods then ended have been derived from our unaudited consolidated financial statements and related notes incorporated by reference herein. The selected historical financial information as of December 31, 2006, 2007 and 2008 and for the years ended December 31, 2006 and 2007 have been derived from our audited consolidated financial statements not included or incorporated by reference herein.

Primarily as a result of the completion of the CMP Acquisition and the Citadel Acquisition in the third quarter of 2011, we believe that our results of operations for the quarter ended September 30, 2011, and our financial condition at such date, will provide only limited comparability to prior periods. You are cautioned not to place undue reliance on any such comparison. Revenues and net income of $32.0 million and $9.9 million, respectively, attributable to CMP since August 1, 2011 are included in this summary historical financial information for the nine month period ended September 30, 2011. Revenues and net income of $33.3 million and $11.1 million, respectively, attributable to Citadel since September 16, 2011 are included in this summary historical financial information for the nine month period ended September 30, 2011. Each of the CMP Acquisition and the Citadel Acquisition has been accounted for under the acquisition method of accounting for business combinations. Under the acquisition method of accounting, the respective purchase prices were allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the respective acquisition dates. Each purchase price allocation is preliminary and is subject to, among other things, the final valuation of assets acquired and liabilities assumed, and may be adjusted for up to twelve months following the closing date of each respective acquisition.

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The selected historical consolidated financial information presented below does not contain all of the information you should consider before deciding whether or not to participate in the Exchange Offer, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, and notes thereto, incorporated by reference in this prospectus. Various factors are expected to have an effect on our financial condition and results of operations, including the ongoing integration of the Acquired Businesses. You should read this selected historical consolidated financial information in conjunction with the information under “Risk Factors” and “Capitalization” included in this prospectus, as well as with the information under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors,” and with our audited and unaudited consolidated financial statements and related notes and other information contained in the Form 10-K, Cumulus Media’s subsequently filed Form 10-Qs and the other documents incorporated by reference in this prospectus. See “Where You Can Find More Information.”

	Year Ended December 31,															Nine Months Ended September 30,
(dollars in thousands, except per share data)	2006(2)			2007			2008			2009			2010			2010			2011
Statement of operations data:
Net revenues	$	334,321		$	328,327		$	311,538		$	256,048		$	263,333		$	193,552		$	259,340
Direct operating expenses (excluding depreciation, amortization and LMA fees)		214,089			210,640			203,222			165,676			159,807			120,829			154,586
Depreciation and amortization		17,420			14,567			12,512			11,136			9,098			7,130			15,231
LMA fees		963			755			631			2,332			2,054			1,500			1,670
Corporate general and administrative (including non- cash stock-based compensation expense)		41,012			26,057			19,325			20,699			18,519			13,824			61,924
Gain on exchange of assets or stations		(2,548	)		(5,862	)		—			(7,204	)		—			—			(15,278	)
Realized loss on derivative instrument		—			—			—			3,640			1,957			1,810			2,681
Impairment of intangible assets and goodwill(1)		63,424			230,609			498,897			174,950			671			—			—
Other operating expenses		—			2,639			2,041			—			—			—			—
Operating (loss) income		(39	)		(151,078	)		(425,090	)		(115,181	)		71,227			48,459			38,526
Interest expense, net		(42,360	)		(60,425	)		(47,262	)		(33,989	)		(30,307	)		(23,728	)		(34,999	)
Loss on early extinguishment of debt		—			—			—			—			—			—			(4,366	)
Gain on equity investment in CMP		—			—			—			—			—			—			11,636
Terminated transaction income (expense)		—			—			15,000			—			(7,847	)		—			—
Losses on early extinguishment of debt		(2,284	)		(986	)		—			—			—			—			—
Other income (expense), net		(98	)		117			(10	)		(136	)		108			(87	)		87
Income tax benefit (expense)		5,800			38,000			117,945			22,604			(3,779	)		(2,753	)		66,114
Equity losses in affiliate		(5,200	)		(49,432	)		(22,252	)		—			—			—			—
Net (loss) income	$	(44,181	)	$	(223,804	)	$	(361,669	)	$	(126,702	)	$	29,402		$	21,891		$	76,998
Basic/diluted (loss) income per common share	$	(0.87	)	$	(5.18	)	$	(8.55	)	$	(3.13	)	$	0.70/0.69		$	1.51/1.52		$	1.21/1.27
Cash flows related to:
Operating activities	$	65,322		$	46,057		$	76,654		$	28,691		$	42,738		$	29,284		$	32,334
Investing activities		(19,217	)		(29	)		(6,754	)		(3,060	)		(2,425	)		(2,161	)		(2,027,038	)
Financing activities		(48,834	)		(16,134	)		(49,183	)		(62,410	)		(43,723	)		(30,782	)		2,028,966
Capital expenditures		(9,211	)		(4,789	)		(6,069	)		(3,110	)		(2,475	)		(2,127	)		(2,885	)
Balance sheet data (at period end):
Total assets	$	1,333,147		$	1,060,542		$	543,519		$	334,064		$	319,636		$	324,067		$	4,072,080
Long-term debt (including current portion)		751,250			736,300			696,000			633,508			591,008			603,557			2,290,041
Stockholders’ equity (deficit)	$	337,007		$	119,278		$	(248,147	)	$	(372,512	)	$	(341,309	)	$	(349,251	)	$	306,393

(1) Impairment charge recorded in connection with our interim and annual impairment testing under Accounting Standards Codification Topic 350, see Note 4, “Intangible Assets and Goodwill,” to our audited consolidated financial statements included in the Form 10-K, which is incorporated by reference herein.

(2) We recorded certain immaterial adjustments to our 2006 consolidated financial data.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

In connection with the offer and sale of the Original Notes, each of Cumulus Media, Cumulus Holdings and the other Guarantors entered into a registration rights agreement with the initial purchasers of the Original Notes. We are making the Exchange Offer to satisfy our obligations under the registration rights agreement.

Terms of the Exchange Offer

Cumulus Holdings is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, Exchange Notes for an equal principal amount of Original Notes. The terms of the Exchange Notes are identical in all material respects to those of the Original Notes, except for transfer restrictions, registration rights and special interest provisions relating to the Original Notes that will not apply to the Exchange Notes. The Exchange Notes will be entitled to the benefits of the indenture under which the Original Notes were issued. See “Description of the Notes.”

The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered or accepted for exchange. As of the date of this prospectus, $610.0 million aggregate principal amount of the Original Notes was outstanding. Original Notes tendered in the Exchange Offer must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Based on certain interpretive letters issued by the staff of the SEC to third parties in unrelated transactions, holders of Original Notes, except any holder who is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, who exchange their Original Notes for Exchange Notes pursuant to the Exchange Offer generally may offer the Exchange Notes for resale, resell the Exchange Notes and otherwise transfer the Exchange Notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the Exchange Notes are acquired in the ordinary course of the holders’ business and such holders are not participating in, and have no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where the Original Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes as described in “Plan of Distribution.” In addition, to comply with the securities laws of individual jurisdictions, if applicable, the Exchange Notes may not be offered or sold unless they have been registered or qualified for sale in the jurisdiction or an exemption from registration or qualification is available and complied with. We have agreed, pursuant to the registration rights agreement, to file with the SEC a registration statement (of which this prospectus forms a part) with respect to the Exchange Notes. If you do not exchange Original Notes for Exchange Notes pursuant to the Exchange Offer, your Original Notes will continue to be subject to restrictions on transfer.

If any holder of the Original Notes is an affiliate of ours, is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be acquired in the Exchange Offer, the holder would not be able to rely on the applicable interpretations of the SEC and would be required to comply with the registration requirements of the Securities Act, except for resales made pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act and applicable state securities laws.

Expiration Date; Extensions; Termination; Amendments

The Exchange Offer expires on the Expiration Date, which is 5:00 p.m., New York City time, on                     , 2012 unless we, in our sole discretion, extend the period during which the Exchange Offer is open. We will keep the Exchange Offer open for the period required by applicable law, but in any event for at least twenty business days.

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We reserve the right to extend the Exchange Offer at any time and from time to time prior to the Expiration Date by giving written notice to U.S. Bank National Association, the exchange agent, and by public announcement communicated by no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date, unless otherwise required by applicable law or regulation, by making a release to PR Newswire or other wire service. During any extension of the Exchange Offer, all Original Notes previously tendered will remain subject to the Exchange Offer and may be accepted for exchange by us.

The exchange date will be as soon as practicable following the Expiration Date. We expressly reserve the right to:

• terminate the Exchange Offer and not accept for exchange any Original Notes for any reason, including if any of the events set forth below under “—Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us; and

• amend the terms of the Exchange Offer in any manner, whether before or after any tender of the Original Notes.

If any termination or material amendment occurs, we will notify the exchange agent in writing and will either issue a press release or give written notice to the holders of the Original Notes as promptly as practicable. Additionally, in the event of a material amendment or change in the Exchange Offer, which would include any waiver of a material condition hereof, we will extend the offer period, if necessary, so that at least five business days remain in the Exchange Offer following notice of the material amendment or change, as applicable.

Unless we terminate the Exchange Offer prior to the Expiration Date, we will exchange the Exchange Notes for the tendered Original Notes promptly after the Expiration Date, and will issue to the exchange agent Exchange Notes for Original Notes validly tendered, not withdrawn and accepted for exchange. Any Original Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after expiration or termination of the Exchange Offer. See “—Acceptance of Original Notes for Exchange; Delivery of Exchange Notes.”

This prospectus and the accompanying letter of transmittal and other relevant materials will be mailed by us to record holders of Original Notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of Original Notes.

Procedures for Tendering Original Notes

The tender of Original Notes by you pursuant to any one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

General Procedures. You may tender Original Notes by:

• properly completing and signing the accompanying letter of transmittal or a facsimile and delivering the letter of transmittal together with a timely confirmation of a book-entry transfer of the Original Notes being tendered, if the procedure is available, into the exchange agent’s account at DTC for that purpose pursuant to the procedure for book-entry transfer described below, or

• complying with the guaranteed delivery procedures described below.

A holder may also tender its Original Notes by means of the ATOP, subject to the terms and procedures of that system. If delivery is made through ATOP, the holder must transmit an agent’s message to the exchange agent’s account at DTC. The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the holder.

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If tendered Original Notes are registered in the name of the signer of the accompanying letter of transmittal and the Exchange Notes to be issued in exchange for those Original Notes are to be issued, or if a new note representing any untendered Original Notes is to be issued, in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered Original Notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a commercial bank or trust company located or having an office or correspondent in the United States or by a member firm of a national securities exchange or of the National Association of Securities Dealers, Inc. or by a member of a signature medallion program such as “STAMP.” If the Exchange Notes and/or Original Notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the Original Notes, the signature on the letter of transmittal must be guaranteed by an eligible institution.

Any beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender Original Notes should contact the registered holder promptly and instruct the registered holder to tender Original Notes on the beneficial owner’s behalf. If the beneficial owner wishes to tender the Original Notes itself, the beneficial owner must, prior to completing and executing the accompanying letter of transmittal and delivering the Original Notes, either make appropriate arrangements to register ownership of the Original Notes in the beneficial owner’s name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

A tender will be deemed to have been received as of the date when:

• the tendering holder’s properly completed and duly signed letter of transmittal accompanied by a book-entry confirmation is received by the exchange agent; or

• notice of guaranteed delivery or letter or facsimile transmission to similar effect from an eligible institution is received by the exchange agent.

Issuances of Exchange Notes in exchange for Original Notes tendered pursuant to a notice of guaranteed delivery or letter or facsimile transmission to similar effect by an eligible institution will be made only against deposit of the letter of transmittal and book-entry confirmation and any other required documents.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of Original Notes will be determined by us and will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, upon advice of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions to the Exchange Offer or any defects or irregularities in tenders of any particular holder, whether or not similar defects or irregularities are waived in the case of other holders. Neither we, the exchange agent, the trustee nor any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Exchange Offer, including the letter of transmittal and its instructions, will be final and binding.

The method of delivery of all documents is at the election and risk of the tendering holder, and delivery will be deemed made only when actually received and confirmed by the exchange agent. If the delivery is by mail, it is recommended that registered mail properly insured with return receipt requested be used and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the exchange agent prior to 5:00 p.m., New York City time, on the Expiration Date. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to ensure delivery to the exchange agent prior to 5:00 p.m., New York City time, on the Expiration Date. No letter of transmittal or other document should be sent to us. Beneficial owners may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

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Book-Entry Transfer. The exchange agent will make a request to establish an account with respect to the Original Notes at DTC for purposes of the Exchange Offer within two business days after this prospectus is mailed to holders, and any financial institution that is a participant in DTC may make book-entry delivery of Original Notes by causing DTC to transfer the Original Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

Guaranteed Delivery Procedures. If the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if the exchange agent has received at its office a letter or facsimile transmission from an eligible institution setting forth the name and address of the tendering holder, the names in which the Original Notes are registered, the principal amount of the Original Notes being tendered and stating that the tender is being made thereby and guaranteeing that within three NASDAQ Stock Market trading days after the Expiration Date a book-entry confirmation together with a properly completed and duly executed letter of transmittal and any other required documents, will be delivered by the eligible institution to the exchange agent in accordance with the procedures outlined above. Unless Original Notes being tendered by the above-described method are deposited with the exchange agent, including through a book-entry confirmation, within the time period set forth above and accompanied or preceded by a properly completed letter of transmittal and any other required documents, we may, at our option, reject the tender. Additional copies of a notice of guaranteed delivery which may be used by eligible institutions for the purposes described in this paragraph are available from the exchange agent.

Terms and Conditions Contained in the Letter of Transmittal

The accompanying letter of transmittal contains, among other things, the following terms and conditions, which are part of the Exchange Offer.

The transferring party tendering Original Notes for exchange will be deemed to have exchanged, assigned and transferred the Original Notes to us and irrevocably constituted and appointed the exchange agent as the transferor’s agent and attorney-in-fact to cause the Original Notes to be assigned, transferred and exchanged. The transferor will be required to represent and warrant that it has full power and authority to tender, exchange, assign and transfer the Original Notes and to acquire Exchange Notes issuable upon the exchange of the tendered Original Notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered Original Notes, free and clear of all liens, restrictions (other than restrictions on transfer), charges and encumbrances and that the tendered Original Notes are not and will not be subject to any adverse claim. The transferor will be required to also agree that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or us to be necessary or desirable to complete the exchange, assignment and transfer of tendered Original Notes. The transferor will be required to agree that acceptance of any tendered Original Notes by us and the issuance of Exchange Notes in exchange for tendered Original Notes will constitute performance in full by us of our obligations under the registration rights agreement and that we will have no further obligations or liabilities under the registration rights agreement, except in certain limited circumstances. All authority conferred by the transferor will survive the death, bankruptcy or incapacity of the transferor and every obligation of the transferor will be binding upon the heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

By tendering Original Notes and executing the accompanying letter of transmittal, the transferor certifies that:

• it is not an affiliate of ours or our subsidiaries or, if the transferor is an affiliate of ours or our subsidiaries, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• the Exchange Notes are being acquired in the ordinary course of business of the person receiving the Exchange Notes, whether or not the person is the registered holder;

• the transferor has not entered into an arrangement or understanding with any other person to participate in the distribution, within the meaning of the Securities Act, of the Exchange Notes;

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• the transferor is not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act; and

• the transferor will be able to trade the Exchange Notes acquired in the Exchange Offer without restriction under the Securities Act.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

Withdrawal Rights

Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date.

For a withdrawal to be effective, a written letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in the accompanying letter of transmittal not later than 5:00 p.m., New York City time, on the Expiration Date. Any notice of withdrawal must specify the person named in the letter of transmittal as having tendered Original Notes to be withdrawn, the principal amount of Original Notes to be withdrawn, that the holder is withdrawing its election to have such Original Notes exchanged and the name of the registered holder of the Original Notes, and must be signed by the holder in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the ownership of the Original Notes being withdrawn. Properly withdrawn Original Notes may be retendered by following one of the procedures described under “—Procedures for Tendering Original Notes” above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original Notes and otherwise comply with the procedures of DTC. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and will be final and binding on all parties.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of Original Notes validly tendered and not withdrawn and the issuance of the Exchange Notes will be made on the exchange date. For purposes of the Exchange Offer, we will be deemed to have accepted for exchange validly tendered Original Notes when and if we have given written notice to the exchange agent.

The exchange agent will act as agent for the tendering holders of Original Notes for the purposes of receiving Exchange Notes from us and causing the Original Notes to be assigned, transferred and exchanged. Original Notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the procedures described above will be credited to an account maintained by the holder with DTC for the Original Notes, promptly after withdrawal, rejection of tender or termination of the Exchange Offer.

Conditions to the Exchange Offer

Notwithstanding any other provision of the Exchange Offer, or any extension of the Exchange Offer, we will not be required to issue Exchange Notes in exchange for any properly tendered Original Notes not previously accepted and may terminate the Exchange Offer, by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, to PR Newswire or other wire service, or, at our option, modify or otherwise amend the Exchange Offer, if, in our reasonable determination:

• there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or of the SEC:

• seeking to restrain or prohibit the making or consummation of the Exchange Offer;

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• assessing or seeking any damages as a result thereof; or

• resulting in a material delay in our ability to accept for exchange or exchange some or all of the Original Notes pursuant to the Exchange Offer; or

• the Exchange Offer violates any applicable law or any applicable interpretation of the staff of the SEC.

These conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the Exchange Offer regardless of the circumstances, including any action or inaction by us, giving rise to the condition or may be waived by us in whole or in part at any time or from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right that may be asserted at any time or from time to time. We reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the Exchange Offer.

Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

In addition, we will not accept for exchange any Original Notes tendered, and no Exchange Notes will be issued in exchange for any Original Notes, if at such time, any stop order has been issued or is threatened with respect to the registration statement of which this prospectus is a part, or with respect to the qualification of the indenture under which the Original Notes were issued under the Trust Indenture Act, as amended.

Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the Exchange Offer. Questions relating to the procedure for tendering, as well as requests for additional copies of this prospectus, the accompanying letter of transmittal or a notice of guaranteed delivery, should be directed to the exchange agent addressed as follows:

By Registered Certified or Regular Mail or Overnight Courier or Hand Delivery:

U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS2N

St. Paul, Minnesota 55107

Attn: Specialized Finance

By Facsimile Transmission:

(651) 495-8158

By Telephone:

(800) 934-6802

Originals of all documents sent by facsimile should be promptly sent to the exchange agent by mail, by hand or by overnight delivery service.

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

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Solicitation of Tenders; Expenses

We have not retained any dealer-manager or similar agent in connection with the Exchange Offer and we will not make any payments to brokers, dealers or others for soliciting acceptances of the Exchange Offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for actual and reasonable out-of-pocket expenses. The expenses to be incurred in connection with the Exchange Offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us.

No person has been authorized to give any information or to make any representations in connection with the Exchange Offer other than those contained in this prospectus. If given or made, the information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made in the Exchange Offer will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any earlier date as of which information is given in this prospectus.

The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Original Notes in any jurisdiction in which the making of the Exchange Offer or the acceptance would not be in compliance with the laws of the jurisdiction. However, we may, at our discretion, take any action as we may deem necessary to make the Exchange Offer in any jurisdiction. In any jurisdiction where its securities laws or blue sky laws require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer is being made on our behalf by one or more registered brokers or dealers licensed under the laws of the jurisdiction.

Appraisal Rights

You will not have dissenters’ rights or appraisal rights in connection with the Exchange Offer.

Accounting Treatment

The Exchange Notes will be recorded at the carrying value of the Original Notes as reflected on our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us upon the exchange of Exchange Notes for Original Notes. Expenses incurred in connection with the issuance of the Exchange Notes will be amortized over the term of the Exchange Notes.

Transfer Taxes

If you tender your Original Notes, you will not be obligated to pay any transfer taxes in connection with the Exchange Offer unless you instruct us to register Exchange Notes in the name of, or request Original Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered holder, in which case you will be responsible for the payment of any applicable transfer tax.

Income Tax Considerations

We advise you to consult your own tax advisers as to your particular circumstances and the effects of any state, local or foreign tax laws to which you may be subject.

The discussion herein is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder, in each case as in effect on the date of this prospectus, all of which are subject to change.

The exchange of an Original Note for an Exchange Note will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each Exchange Note received as you had immediately prior to the exchange in the corresponding Original Note surrendered. See “Certain U.S. Federal Income Tax Considerations” for more information.

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Consequences of Failure to Exchange

As a consequence of the offer or sale of the Original Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, holders of Original Notes who do not exchange Original Notes for Exchange Notes in the Exchange Offer will continue to be subject to the restrictions on transfer of the Original Notes. In general, the Original Notes may not be offered or sold unless such offers and sales are registered under the Securities Act, or exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Upon completion of the Exchange Offer, due to the restrictions on transfer of the Original Notes and the absence of similar restrictions applicable to the Exchange Notes, it is highly likely that the market, if any, for Original Notes will be relatively less liquid than the market for Exchange Notes. Consequently, holders of Original Notes who do not participate in the Exchange Offer could experience significant diminution in the value of their Original Notes compared to the value of the Exchange Notes.

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USE OF PROCEEDS

The Exchange Offer is intended to satisfy our obligations under the registration rights agreement relating to the Original Notes. We will not receive any cash proceeds from the issuance of the Exchange Notes. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Original Notes, except with respect to the transfer restrictions and registration rights and related special interest provisions relating to the Original Notes. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive, in exchange, an equal principal amount of outstanding Original Notes. The Original Notes surrendered in exchange for the Exchange Notes will be retired and cannot be reissued.

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CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of September 30, 2011.

You should read this table in conjunction with our consolidated financial statements and the related notes included in Cumulus Media’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, which is incorporated by reference herein.

	As of September 30, 2011
	(in millions)
Cash and cash equivalents	$	47.1
7.75% Senior Notes	$	610.0
2011 Credit Facilities:
First Lien Term Loan		1,325.0
Second Lien Term Loan		790.0
Revolving Credit Facility		200.0
Total debt		2,925.0
Total stockholders’ equity		306.4
Total capitalization	$	3,231.4

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DESCRIPTION OF OTHER INDEBTEDNESS

On September 16, 2011, in connection with the closing of the Citadel Acquisition and in order to complete our previously announced global refinancing (the “Global Refinancing”), the Company entered into a (i) First Lien Credit Agreement (the “First Lien Facility”), dated as of September 16, 2011, among Cumulus Media, Cumulus Holdings, as Borrower, certain lenders, JPMorgan Chase Bank, N.A., as Administrative Agent (“JPMorgan”), UBS Securities LLC (“UBS”), MIHI LLC (“Macquarie”), Royal Bank of Canada and ING Capital LLC, as Co-Syndication Agents, and U.S. Bank National Association and Fifth Third Bank, as Co-Documentation Agents and (ii) Second Lien Credit Agreement (the “Second Lien Facility” and, together with the First Lien Facility, the “2011 Credit Facilities”), dated as of September 16, 2011, among Cumulus Media, Cumulus Holdings, as Borrower, certain lenders, JPMorgan, as Administrative Agent, and UBS, Macquarie, Royal Bank of Canada and ING Capital LLC, as Co-Syndication Agents.

The First Lien Facility consists of a $1.325 billion first lien term loan facility, maturing in September 2018 (the “First Lien Term Loan”), and a $300.0 million revolving credit facility, maturing in September 2016 (the “Revolving Credit Facility”). Under the Revolving Credit Facility, up to $30.0 million of availability may be drawn in the form of letters of credit and up to $30.0 million is available for swingline borrowings. The Second Lien Facility consists of a $790.0 million second lien term loan facility, maturing in March 2019 (the “Second Lien Term Loan”).

As of September 30, 2011, Cumulus Holdings had borrowings of $1.325 billion under the First Lien Term Loan, $200.0 million under the Revolving Credit Facility and $790.0 million under the Second Lien Term Loan.

Proceeds from borrowings under the First Lien Facility and Second Lien Facility were used, together with certain other funds, to (i) fund the cash portion of the purchase price paid in the Citadel Acquisition; (ii) repay in full amounts outstanding under the revolving credit facility under the Company’s pre-existing credit agreement; (iii) repay all amounts outstanding under the credit facilities of CMP Susquehanna Corp. (“CMPSC”), an indirect wholly-owned subsidiary of CMP; (iv) redeem CMPSC’s outstanding 9.875% senior subordinated notes due 2014 and variable rate senior secured notes due 2014; (v) redeem in accordance with their terms all outstanding shares of preferred stock of CMP Susquehanna Radio Holdings Corp., an indirect wholly-owned subsidiary of CMP and the direct parent of CMPSC; and (vi) repay all amounts outstanding, including any accrued interest and the premiums thereon, under Citadel’s pre-existing credit agreement and to redeem Citadel’s 7.75% senior notes due 2018.

Borrowings under the First Lien Facility bear interest, at the option of Cumulus Holdings, based on the Base Rate (as defined below) or the London Interbank Offered Rate (“LIBOR”), in each case plus 4.5% on LIBOR-based borrowings and 3.5% on Base Rate-based borrowings. LIBOR-based borrowings are subject to a LIBOR floor of 1.25% for the First Lien Term Loan and 1.0% for the Revolving Credit Facility. Base Rate-based borrowings are subject to a Base Rate Floor of 2.25% for the First Lien Term Loan and 2.0% for the Revolving Credit Facility. Base Rate is defined, for any day, as the fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the prime commercial lending rate of JPMorgan, as established from time to time, and (iii) 30 day LIBOR plus 1.0%. The First Lien Term Loan amortizes at a per annum rate of 1.0% of the original principal amount of the First Lien Term Loan, payable quarterly, commencing March 31, 2012, with the balance payable on the maturity date. Amounts outstanding under the Revolving Credit Facility are due and payable at maturity on September 16, 2016.

Borrowings under the Second Lien Facility bear interest, at the option of Cumulus Holdings, at either the Base Rate plus 5.0%, subject to a Base Rate floor of 2.5%, or LIBOR plus 6.0%, subject to a LIBOR floor of 1.5%. The Second Lien Term Loan original principal amount is due on the maturity date, September 16, 2019.

Interest on Base Rate-based borrowings is due on the last day of each calendar quarter, except with respect to swingline loans, for which interest is due on the day that such swingline loan is required to be repaid. Interest payments on loans whose interest rate is based upon LIBOR are due at maturity if the term is three months or less or every three months and at maturity if the term exceeds three months.

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As of September 30, 2011, borrowings under the First Lien Term Loan bore interest at 5.75% per annum, borrowings under the Revolving Credit Facility bore interest at 5.50% per annum and borrowings under the Second Lien Term Loan bore interest at 7.50% per annum.

The 2011 Credit Facilities contain customary representations, covenants and events of default for financing transactions of this nature. Events of default in the 2011 Credit Facilities include, among others, (a) the failure to pay when due the obligations owing under the 2011 Credit Facilities; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain cross defaults and cross accelerations; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of its restricted subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use of or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the First Lien Facility and the Second Lien Facility, as applicable). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the First Lien Facility and the Second Lien Facility, as applicable, and the ancillary loan documents as a secured party.

As a result of amounts being outstanding under the Revolving Credit Facility as of September 30, 2011, the Revolving Credit Facility required compliance with a consolidated total net leverage ratio of 7.75 to 1.0 as of such date (with stepdowns beginning with the quarter ending June 30, 2012 if amounts are then outstanding thereunder).

The First Lien Facility also contains customary restrictive non-financial covenants, which, among other things, and with certain exceptions, limit the Company’s ability to incur or guarantee additional indebtedness; consummate asset sales, acquisitions or mergers; make investments; enter into transactions with affiliates; and pay dividends or repurchase stock.

At September 30, 2011, the Company was in compliance with all of the required covenants under the First Lien Facility and the Revolving Credit Facility. The Second Lien Facility does not contain any financial covenants.

Certain mandatory prepayments on the First Lien Term Loan and the Second Lien Term Loan are required upon the occurrence of specified events, including upon the incurrence of certain additional indebtedness, upon the sale of certain assets and upon the occurrence of certain condemnation or casualty events, and from excess cash flow.

The Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ obligations under the First Lien Facility and the Second Lien Facility are collateralized by a first priority lien and second priority lien, respectively, on substantially all of the Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ assets in which a security interest may lawfully be granted, including, without limitation, intellectual property and substantially all of the capital stock of the Company’s direct and indirect domestic subsidiaries and 66.0% of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the First Lien Facility and the Second Lien Facility are guaranteed by the Company and substantially all of its restricted subsidiaries, other than Cumulus Holdings.

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DESCRIPTION OF THE NOTES

General

Certain terms used in this “Description of the Notes” are defined under “—Certain definitions” below.

The Original Notes were issued, and the Exchange Notes will be issued, under an Indenture among Cumulus Media, Cumulus Holdings, the other Subsidiary Guarantors named therein, and U.S. Bank National Association, as trustee (the “Trustee”) and as transfer agent, registrar, authentication agent and paying agent. Pursuant to a supplemental indenture, dated as of September 16, 2011, among Cumulus Media, Cumulus Holdings, the other Subsidiary Guarantors named therein and the Trustee, (i) Cumulus Holdings assumed all of the obligations of Cumulus Media under the Indenture and the Notes and was substituted therefor as the Issuer, (ii) Cumulus Media was released from its obligations as original issuer of the Notes and (iii) Cumulus Media provided a guarantee of the obligations of Cumulus Holdings under the Indenture and the Notes.

In this “Description of the Notes,” (i) the terms “we,” “our” and “us” each refer to Cumulus Media Inc. and its consolidated Subsidiaries, (ii) the term “Issuer” refers only to Cumulus Media Holdings Inc. and not the Parent or any of its Subsidiaries and (iii) the term “Parent” refers only to Cumulus Media Inc. and any other direct or indirect parent entity of Cumulus Media Holdings Inc. In addition, the term “Notes” refers to the U.S. dollar denominated 7.75% senior notes due 2019 issued on the Issue Date and any Additional Notes (as defined below).

The Notes are treated as a single class for all purposes under the Indenture. The Notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. Except as set forth herein, the terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

The following description is only a summary of the material provisions of the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions thereof, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, and not this description, defines your rights as a Holder of the Notes. You may request copies of the Indenture at our address set forth under “Summary.”

Brief description of the Notes

The Notes are:

• general unsecured senior obligations of the Issuer;

• unconditionally guaranteed on a senior unsecured basis by (i) each Restricted Subsidiary that guarantees the Credit Facilities or any other indebtedness of the Issuer or any Restricted Subsidiary and (ii) any Parent;

• senior in right of payment to any future Subordinated Indebtedness;

• pari passu in right of payment with all existing and future senior indebtedness (including obligations under the Credit Facilities) of the Issuer;

• effectively subordinated to all Secured Indebtedness of the Issuer (including obligations under the Credit Facilities) to the extent of the value of the assets securing such Indebtedness; and

• structurally subordinated to all Indebtedness and other liabilities, including preferred stock, of our Subsidiaries that do not guarantee the Notes.

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Guarantees

The Guarantors, as primary obligors and not merely as sureties, jointly and severally, irrevocably, fully and unconditionally guarantee, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under the Indenture and the Notes, whether for payment of principal of, premium, if any, or interest on or Additional Interest, if any, in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

The Restricted Subsidiaries (other than as detailed below) have guaranteed the Notes. Cumulus Media Inc. has also guaranteed the Notes, but is not restricted by the terms of the Indenture other than with respect to its Guarantee. Each of the Guarantees of the Notes is a general unsecured senior obligation of each Guarantor, senior in right of payment to all future Subordinated Indebtedness of each such entity, pari passu in right of payment with all existing and future senior indebtedness of each such entity and effectively subordinated to all Secured Indebtedness of each such entity to the extent of the value of the assets securing such Indebtedness.

Not all of the Issuer’s Subsidiaries guarantee the Notes. As more fully described below under “—Certain covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries,” the Indenture requires that each of the Issuer’s Restricted Subsidiaries (other than License Subsidiaries) that is a domestic Wholly-Owned Subsidiary (and domestic non-Wholly-Owned Subsidiaries if such domestic non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Restricted Subsidiary or guarantee Obligations under a Credit Facility) and that guarantees the obligations under any Indebtedness of the Issuer or any Restricted Subsidiary shall also be a Subsidiary Guarantor of the Notes. The Indenture also requires that each of the Issuer’s License Subsidiaries that incurs any Indebtedness other than (i) guarantees of Obligations under the Credit Facilities or (ii) any other Indebtedness that, when aggregated with all other Indebtedness incurred by all other License Subsidiaries, exceeds $250,000, shall also be a Subsidiary Guarantor of the Notes. None of the License Subsidiaries are Guarantors as of the date of this prospectus and we do not expect them to incur any Indebtedness that would require them to become Subsidiary Guarantors.

The Notes are structurally subordinated to Indebtedness and other liabilities of our Subsidiaries that do not guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these Subsidiaries, they will pay the holders of their debt and their trade creditors before they are able to distribute any of their assets to the Issuer.

Any Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment. The obligations of each Guarantor under its Guarantee are limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance under applicable law.

The Indenture provides that each Subsidiary Guarantor may consolidate with or merge with or into or sell its assets to the Issuer or another Subsidiary Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See “—Certain covenants—Merger, consolidation or sale of all or substantially all assets.” The Indenture does not limit the ability of any Parent to consolidate with or merge with or into or sell its assets to any other Person, other than as described under “Repurchase at the option of Holders—Change of Control” and the definition of “Change of Control.”

If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk factors—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.”

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Each Guarantee by a Subsidiary Guarantor provides by its terms that it shall be automatically and unconditionally released and discharged upon:

(1) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case does not violate the applicable provisions of the Indenture;

(a) the release or discharge of the guarantee by such Subsidiary Guarantor of its guarantee of obligations under the Acquisition Credit Facility and any such other guarantee which resulted in the creation of such Guarantee, except a release or discharge resulting from payment under such guarantee;

(b) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or

(c) the Issuer exercising its legal defeasance option or covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Ranking

The payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and the payment of any Guarantee will rank pari passu in right of payment to all senior indebtedness of the Issuer or the relevant Guarantor, as the case may be, including the obligations of the Issuer and such Guarantor under the Acquisition Credit Facility.

The Notes are effectively subordinated in right of payment to all of the Issuer’s and each Guarantor’s existing and future Secured Indebtedness to the extent of the value of the assets securing such Indebtedness. As of September 30, 2011, we had approximately $2.9 billion of Indebtedness, of which approximately 79.1% was Secured Indebtedness, and we had unused commitments to fund Secured Indebtedness of $100.0 million under the Credit Facilities.

Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuer and the Subsidiary Guarantors may incur, under certain circumstances the amount of such Indebtedness could be material and, in any case, such Indebtedness may be senior indebtedness. See “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock.”

For the nine months ended September 30, 2011, our Subsidiaries that do not guarantee the Notes (including our License Subsidiaries and any Unrestricted Subsidiaries) did not contribute any amounts to our net revenues, but represented (2.2)% of our operating income and (1.8)% of our Adjusted EBITDA, respectively. As of September 30, 2011, our Subsidiaries that do not guarantee the Notes (including our License Subsidiaries and any Unrestricted Subsidiaries) represented 39.9% of our total assets and 12.2% of our total liabilities, respectively, including debt and trade payables but excluding intercompany liabilities.

Paying Agent and registrar for the Notes

The paying agent for the Notes is the Trustee (the “Paying Agent”). The Issuer also maintains one or more registrars and transfer agents (each, a “registrar”). The registrar and transfer agent is the Trustee. The registrar and the transfer agent maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfers of Notes on behalf of the Issuer.

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The Issuer may change the Paying Agent, registrar and transfer agent without prior notice to the Holders. The Issuer or any of its Subsidiaries may act as a Paying Agent, registrar or transfer agent.

Transfer and exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuer is not required to transfer or exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, an Asset Sale Offer or other tender offer. Also, the Issuer is not required to transfer or exchange any Note for a period of 15 days before the delivery of a notice of redemption.

Principal, maturity and interest

On May 13, 2011, $610.0 million of aggregate principal amount of Original Notes were issued, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on May 1, 2019. Subject to compliance with the covenant described below under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock,” the Issuer may issue additional Notes from time to time after this offering under the Indenture (“Additional Notes”). The Notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless otherwise provided or the context requires otherwise, references to Notes for all purposes of the Indenture and this “Description of the Notes” include any Additional Notes that are actually issued.

Interest on the Notes accrues at the rate of 7.75% per annum and is payable semi-annually in arrears on May 1 and November 1, to holders of record on the immediately preceding April 15 and October 15. Interest on the Notes accrues from the most recent date on which interest has been paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof.

Mandatory redemption; offers to purchase; open market purchases

The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Notes as described under “—Repurchase at the option of Holders.” We and our Affiliates may at any time and from time to time purchase Notes in the open market, in privately negotiated transactions or otherwise.

Optional redemption

Except as set forth below, the Issuer is not entitled to redeem Notes at its option prior to May 1, 2015. At any time prior to May 1, 2015, the Issuer may redeem all or a part of the Notes on one or more occasions, upon notice as described below, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon and Additional Interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

On and after May 1, 2015, the Issuer may redeem all or a part of the Notes on one or more occasions, upon notice as described below, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to, but

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excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on May 1 of each of the years indicated below:

Year	Percentage
2015		103.875	%
2016		101.938	%
2017 and thereafter		100.000	%

In addition, at any time prior to May 1, 2014, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture on one or more occasions, upon notice as described below, at a redemption price equal to 107.75% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon and Additional Interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that (a) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

If the Issuer is redeeming less than all of the Notes issued by it at any time, the Trustee or the registrar will select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) on a pro rata basis (to the extent practicable) or (c) by lot or such other similar method in accordance with the procedures of DTC. No Notes of $2,000 or less can be redeemed in part, and the unredeemed portion of the Notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof.

Notices of redemption shall be delivered upon no less than 10 days’ notice to the Trustee and at least 30 but not more than 60 days before the Redemption Date to each Holder of record of Notes at such Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, except that redemption notices may be delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be redeemed in part only, any notice of redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be redeemed.

In the case of certificated Notes, the Issuer will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note, as applicable. Notes called for redemption become due on the date fixed for redemption, provided that notices of redemption may be subject to one or more conditions precedent as set forth below. On and after the Redemption Date, interest ceases to accrue on Notes or portions thereof called for redemption.

For Notes that are represented by global certificates held on behalf of DTC, notices to the Holders may be given by delivery of the relevant notices to DTC for communication to entitled account holders in substitution of the aforementioned delivery.

Any redemption or notice of any redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering, Change of Control Offer, Asset Sale Offer or other corporate transaction or event and may be given prior to the completion thereof.

Repurchase at the option of Holders

Change of Control

The Notes provide that if a Change of Control occurs, unless the Issuer has previously or concurrently delivered a redemption notice with respect to all the outstanding Notes as described under “—Optional

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redemption,” the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will deliver notice of such Change of Control Offer, with a copy to the Trustee, to each Holder in accordance with the procedures of DTC describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date (as defined in the Indenture) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture and described in such notice. If such notice is delivered prior to the occurrence of a Change of Control, such notice shall state that the Change of Control Offer is conditional on the occurrence of such Change of Control.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuer will, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.

The Paying Agent will promptly deliver to each Holder the Change of Control Payment for any such Notes properly tendered, and the Trustee will cause to be transferred by book entry (or promptly authenticate and deliver in the case of certificated Notes) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Acquisition Credit Facility prohibits, and future credit or other agreements to which the Issuer becomes a party may prohibit or limit, the Issuer from purchasing any Notes as a result of a Change of Control. In the event that a Change of Control occurs at a time when the Issuer is prohibited from purchasing the Notes, the Issuer could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes after any applicable notice and lapse of time would constitute an Event of Default under the Indenture.

The Acquisition Credit Facility provides, and future credit or other agreements to which the Issuer becomes a party may provide, that certain change of control events (including a Change of Control under the Indenture) would constitute a default thereunder. If a change of control triggers a default under the Acquisition Credit Facility, the Issuer could seek a waiver of such default or seek to refinance the Acquisition Credit Facility. In the event it does not obtain such a waiver or refinance the Acquisition Credit Facility, such default could result in amounts outstanding under the Acquisition Credit Facility being declared due and payable.

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Our ability to pay cash to the Holders following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. See “Risk Factors—There are important considerations in connection with a potential change of control, including that Cumulus Holdings may not be able to repurchase the Notes upon such a change of control.”

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. Subject to the limitations discussed below, we could enter into certain transactions that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” and “—Certain covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction. The provisions under the Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of any Parent or the Issuer and their respective Subsidiaries, taken as a whole, to any Person other than to a Guarantor. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the applicable Person. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder may require the Issuer to make an offer to repurchase the Notes as described above.

Asset Sales

The Indenture provides that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in Good Faith by the Issuer) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on such balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in

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Good Faith by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing;

(b) any securities or other obligations received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (i) $50.0 million and (ii) 2.0% of Total Assets at the time of receipt of the Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose.

Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to reduce or repay:

(a) Obligations under Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Subsidiary Guarantor that is secured by a Lien, which Lien is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto;

(b) Obligations under other Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Subsidiary Guarantor (and to correspondingly reduce commitments with respect thereto); provided that, to the extent the Issuer reduces Obligations under such Indebtedness, the Issuer shall equally and ratably reduce Obligations under the Notes as provided under “—Optional redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, and Additional Interest, if any, on the amount of Notes that would otherwise be prepaid; or

(c) Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (and to correspondingly reduce commitments with respect thereto); or

(2) to make (a) an Investment in the Capital Stock of any business that becomes a Restricted Subsidiary or is merged with or into the Issuer or one of its Restricted Subsidiaries as a result of such transaction, (b) capital expenditures or (c) acquisitions of properties or other assets (other than working capital assets), which in the case of each of (a), (b) and (c) are used or useful in a Similar Business or replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of each of (a), (b) and (c), a binding commitment shall be treated as a permitted application of the Net Proceeds under this clause (2) from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

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In addition, the Issuer may satisfy the foregoing obligations with respect to the Net Proceeds (or such lesser amount that the Issuer determines) from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the application period.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, the Issuer shall make an offer to all Holders and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within twenty Business Days after the date that Excess Proceeds exceed the threshold set forth above by delivering the notice required pursuant to the terms of the Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purposes not in violation of other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (and, in the case of the Notes, otherwise in accordance with the procedures of DTC) based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered, in each case certified to the Trustee in an Officer’s Certificate. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the Issuer may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise use such Net Proceeds in any manner not prohibited by the Indenture.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

The Acquisition Credit Facility prohibits, and future credit or other agreements to which the Issuer becomes a party may prohibit or limit, the Issuer from purchasing any Notes pursuant to this Asset Sale covenant. In the event that the Issuer is prohibited from purchasing the Notes, it could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes after any applicable notice and lapse of time would constitute an Event of Default under the Indenture.

Certain covenants

Set forth below are summaries of certain covenants that are contained in the Indenture.

Suspension of covenants

Following the first day:

(a) the Notes have an Investment Grade Rating from both of the Rating Agencies; and

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(b) no Default has occurred and is continuing under the Indenture;

the Issuer and its Restricted Subsidiaries will not be subject to the provisions of the Indenture summarized under the following headings (collectively, the “Suspended Covenants”):

• “—Repurchase at the option of Holders—Asset Sales,”

• “—Limitation on Restricted Payments,”

• “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock,”

• clause (4) of the first paragraph of “—Merger, consolidation or sale of all or substantially all assets,”

• “—Transactions with Affiliates,”

• “—Dividend and other payment restrictions affecting Restricted Subsidiaries,” and

• “—Limitation on guarantees of Indebtedness by Restricted Subsidiaries,” but not with respect to any Subsidiary Guarantor that is guaranteeing the Notes at the time the Suspension Period (as defined below) commences and provided that such covenant shall apply to any Restricted Subsidiary that is Guaranteeing Indebtedness upon any Reinstatement Date (as defined below).

If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating and no Default or Event of Default is in existence). The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”

On the Reinstatement Date, all Indebtedness incurred during the Suspension Period will be classified by the Issuer to have been incurred pursuant to clause (3) of the second paragraph of “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock,” provided that all Indebtedness outstanding on the Reinstatement Date under any Credit Facility shall be deemed Incurred under clause (1) of the second paragraph of “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” (up to the maximum amount of such Indebtedness permitted by such clause and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date).

On the Reinstatement Date, all Restricted Payments made during the Suspension Period will be classified as having been made pursuant to the first paragraph of “—Limitation on Restricted Payments” or, at the Issuer’s option, any of the clauses of the second paragraph thereof or of the definition of “Permitted Investments.” Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of “—Limitation on Restricted Payments” or, if applicable, such clauses.

No Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture, the Registration Rights Agreement, the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of the Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (or upon termination thereof or thereafter based solely upon events that occurred during the Suspension Period, including, any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period).

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During any period when the Suspended Covenants are suspended, the board of directors of the Issuer may not designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to the Indenture.

There can be no assurance that the Notes will ever achieve or maintain an Investment Grade Rating.

The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Suspension Period or Reinstatement Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Issuer’s future compliance with its covenants or (iii) notify the Holders of any covenant suspension or Reinstatement Date.

Designation of Unrestricted Subsidiaries

Not all of the Issuer’s Subsidiaries are Restricted Subsidiaries. In addition, the FCC divesture trusts formed in connection with the Acquisition (the “Divestiture Trusts”) are treated as Unrestricted Subsidiaries under the Indenture. Upon the disposition of any of the assets of or shares of Capital Stock of, or Indebtedness owed to the Issuer or any Restricted Subsidiary by, any such Divestiture Trust, the proceeds of such disposition shall be paid to the Issuer or one of its Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid in connection with such designation) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the covenant described below under “—Limitation on Restricted Payments” or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Restricted Payments

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’, Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than:

(a) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or

(b) dividends or distributions by a Restricted Subsidiary to the Issuer or any other Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common stock on a pro rata basis) so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any Parent, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(a) Indebtedness permitted under clauses (7) and (8) of the second paragraph of the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; or

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(b) the purchase, repurchase, defeasance or other acquisition of Subordinated Indebtedness acquired in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, (i) the Issuer could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” and (ii) the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Leverage Ratio of less than 5.0 to 1.0 for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such transaction; provided that clause (ii) will not apply to any Restricted Payments used to fund the payment of dividends on the Macquarie Preferred Stock (and any preferred stock used to refinance any such preferred stock to the extent the dividends per annum on such refinancing preferred stock do not exceed the dividends per annum on the Macquarie Preferred Stock at the time it was refinanced); and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1) and (10) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) 100% of EBITDA of the Issuer for the period (taken as one accounting period) commencing April 1, 2011 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case that EBITDA for such period is a deficit, minus 100% of such deficit) less 1.4 times Fixed Charges for the same period; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after the Issue Date from:

(i) (A) the issue or sale of Equity Interests of the Issuer, but excluding cash proceeds and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property received from the sale of: (x) Equity Interests to employees, members of the board of managers or directors or consultants of the Issuer, any Parent and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4)(a) of the next succeeding paragraph and (y) Designated Preferred Stock; and

(B) capital contributions from any Parent (excluding contributions of the proceeds from the sale of Designated Preferred Stock of a Parent or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

(ii) the issue or sale of debt securities of the Issuer or any of its Restricted Subsidiaries (other than debt securities held by any of its Subsidiaries) that have been converted into or exchanged for such Equity Interests of the Issuer or any Parent;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary and (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock; plus

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(c) 100% of the aggregate amount of cash and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property received by the Issuer by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a dividend or other distribution from an Unrestricted Subsidiary (other than in each case to the extent of the amount of the Investment in such Unrestricted Subsidiary made by the Issuer or a Restricted Subsidiary pursuant to clause (8) of the next succeeding paragraph or to the extent of the amount of the Investment that constituted a Permitted Investment), in each case after the Issue Date;

without duplication of any amount included in EBITDA; plus

(d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined in Good Faith by the Issuer or, if such fair market value exceeds $50.0 million, in writing by an Independent Financial Advisor, at the time of the designation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger or consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment in such Unrestricted Subsidiary made by the Issuer or a Restricted Subsidiary pursuant to clause (8) of the next succeeding paragraph or to the extent of the amount of the Investment that constituted a Permitted Investment.

The foregoing provisions do not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture or the redemption, repurchase or retirement of Indebtedness if, at the date of any irrevocable redemption notice such payment would have complied with the provisions of the Indenture;

(2) (a) the purchase, redemption, repurchase, retirement or other acquisition of any Equity Interests or Subordinated Indebtedness of the Issuer or any Equity Interests of any Parent, in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of, Equity Interests of the Issuer or any Parent to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on Equity Interests of the Issuer out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock, and (c) if immediately prior to the retirement of Preferred Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to purchase, redeem, repurchase, retire or otherwise acquire any Equity Interests of any Parent) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Preferred Stock immediately prior to such retirement;

(3) the purchase, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or a Subsidiary Guarantor made by exchange for, or out of the

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proceeds of, the substantially concurrent sale of, new Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be, which is incurred in compliance with clause (13) of the second paragraph under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock;”

(4) a Restricted Payment to pay for the repurchase or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any Parent held by any future, present or former employee, member of the board of directors or consultant of the Issuer, any of its Subsidiaries or any Parent (permitted transferees, assigns, estates or heirs of such employee, director or consultant), pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $5.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $10.0 million in any calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, of any Parent, in each case to any employee, member of the board of directors or consultant of the Issuer, any of its Subsidiaries or any Parent that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the first paragraph of this covenant; plus

(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any employee, member of the board of directors or consultant of the Issuer, any Parent or any of the Issuer’s Restricted Subsidiaries in connection with any such repurchase or other acquisition or retirement for value of Equity Interests of the Issuer or any Parent will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) the declaration and payment of dividends and distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges;”

(6) (a) the declaration and payment of dividends and distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date; provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by the Issuer from the sale of such Designated Preferred Stock;

(b) the declaration and payment of dividends and distributions to a Parent, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such Parent issued after the Issue Date; provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends and distributions on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date

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of issuance of such Designated Preferred Stock or Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Leverage Ratio of less than 6.5 to 1.0;

(7) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(8) other Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (8) (less the amount of capital returned from the sale of an Investment to the extent the proceeds of such sale consist of, or have been subsequently sold or transferred for, cash or marketable securities) not to exceed $50.0 million at the time made;

(9) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization Financing;

(10) the payment, purchase, redemption, defeasance or other acquisition or retirement for value of any Preferred Stock or Subordinated Indebtedness pursuant to and in accordance with the provisions similar to those described under “—Repurchase at the option of Holders—Change of Control” and “—Repurchase at the option of Holders—Asset Sales;” provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(11) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are Cash Equivalents);

(12) cash payments in lieu of the issuance of fractional shares or interests in connection with the exercise of warrants, options or other rights or securities convertible into or exchangeable for Capital Stock of the Issuer or any Parent; provided that any such cash payment shall not be for the purpose of evading the limitation of this covenant;

(13) the declaration and payment of cash dividends, distributions, loans or other transfers by the Issuer or any Restricted Subsidiary to any Parent in amounts required for such Parent to pay, in each case without duplication:

(a) foreign, federal, state and/or local consolidated, combined or similar income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from the Issuer’s Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries or the Issuer’s Unrestricted Subsidiaries, as the case may be, would be required to pay in respect of foreign, federal, state and/or local consolidated, combined or similar income taxes for such fiscal year were the Issuer and its Restricted Subsidiaries or its Unrestricted Subsidiaries (to the extent described above), respectively, to pay such taxes separately from any such Parent;

(b) fees and expenses (including franchise or similar taxes) required to maintain the corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf

of, officers and employees of any Parent, if applicable, and general corporate overhead expenses of any Parent, in each case to the extent such fees and expenses are attributable to the ownership or operation of the Issuer, if applicable, and its Restricted Subsidiaries; provided that for so long as such Parent owns no assets other than the Capital Stock in the Issuer or another Parent, such fees and expenses shall be deemed for purposes of this clause (13) to be so attributable to such ownership or operation; and

(14) payments by the Issuer or any Restricted Subsidiary in respect of Subordinated Indebtedness of the Issuer or any Restricted Subsidiary owed to the Issuer or another Restricted Subsidiary;

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provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (4), (8) and (11), no Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) will be the fair market value (as determined in Good Faith by the Issuer) on the date of such Restricted Payment of the assets or securities proposed to be paid, transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.

For purposes of determining compliance with this covenant, in the event that at the time a Restricted Payment or Permitted Investment (or any portion thereof) is made such Restricted Payment or Permitted Investment (or any portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (14) above or Investments described in the clauses of the definition of “Permitted Investments,” the Issuer, in its sole discretion, will classify (and will be entitled to divide and classify) such Restricted Payment or Permitted Investment (or any portion thereof).

Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness), and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) and issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and Preferred Stock, if the Leverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been less than 6.5 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $100.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries would be outstanding pursuant to this paragraph at such time.

The foregoing limitations do not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of the Subsidiary Guarantors and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount (excluding the amount of any Hedging Obligations incurred in the ordinary course of business) of $2,525.0 million outstanding at any one time, less the aggregate principal amount of all principal repayments of Credit Facilities with the proceeds from Asset Sales made pursuant to clause (1)(a) or (b) of the second paragraph of “—Repurchase at the option of Holders—Asset Sales” in satisfaction of the requirements of such covenant;

(2) the incurrence by the Issuer and any Subsidiary Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes) and the Exchange Notes (including any Exchange Notes issued with respect to any Additional Notes incurred in compliance with the Indenture) and any Guarantee thereof;

(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this paragraph;

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(4) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries, or Preferred Stock issued by a Restricted Subsidiary, in each case to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in each such case specifically excluding Indebtedness, Disqualified Stock or Preferred Stock assumed as a consequence of consummating either Acquisition; provided that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (4), when aggregated with the outstanding amount of Indebtedness, Disqualified Stock and Preferred Stock under clause (13) incurred to refinance Indebtedness, Disqualified Stock and Preferred Stock initially incurred in reliance on this clause (4), does not exceed $40.0 million at any one time outstanding;

(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(a) such Indebtedness is not reflected on the balance sheet of the Issuer or any of its Restricted Subsidiaries prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and

(b) with respect to a disposition, the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuer owing to a Restricted Subsidiary; provided that any such Indebtedness owing to a Non-Guarantor Subsidiary is expressly subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

(8) Indebtedness of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary; provided that if a Subsidiary Guarantor incurs such Indebtedness owing to a Non- Guarantor Subsidiary, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Subsidiary Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other

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subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed, in each case, to be an issuance of such shares of Preferred Stock not permitted by this clause;

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk;

(11) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(12) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12), does not at any one time outstanding exceed $60.0 million;

(13) the incurrence or issuance by the Issuer of Indebtedness or Disqualified Stock or the incurrence or issuance by a Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this covenant and clauses (2), (3) and (4) above, this clause (13) and clause (14) below or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively,

(c) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Subsidiary Guarantor; or

(ii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

(d) shall not be in a principal amount (or if issued with original issue discount, an aggregate issue price) in excess of the principal amount (or if issued with original issue discount, the aggregate accreted value) of, premium, if any, accrued interest on and related fees and expenses (including tender premiums) of, the Indebtedness being refunded or refinanced; and

(e) shall not have a stated maturity date prior to the earlier of the stated maturity of the Indebtedness being so refunded or refinanced or the stated maturity of the Notes.

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with the Issuer or a Restricted Subsidiary in

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accordance with the terms of the Indenture, in each such case specifically excluding Indebtedness, Disqualified Stock or Preferred Stock assumed as a consequence of consummating either Acquisition; provided that after giving effect to such acquisition, merger or consolidation, either (a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of this covenant or (b) the Leverage Ratio of the Issuer and its Restricted Subsidiaries is no greater than immediately prior to such acquisition, merger or consolidation;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Acquisition Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit;

(17)(a) any guarantee by the Issuer or a Subsidiary Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness is permitted under the terms of the Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Guarantee of such Restricted Subsidiary, any such guarantee of the Issuer or such Subsidiary Guarantor with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Subsidiary Guarantors’ Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Guarantee of such Restricted Subsidiary, as applicable;

(b) any guarantee by a Subsidiary Guarantor of Indebtedness of the Issuer so long as the incurrence of such Indebtedness is permitted under the terms of the Indenture and such guarantee is incurred in accordance with the covenant described below under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Subsidiary Guarantor with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Subsidiary Guarantors’ Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes, as applicable; or

(c) any guarantee by a Non-Guarantor Subsidiary of Indebtedness of another Non- Guarantor Subsidiary incurred in accordance with the terms of the Indenture;

(18) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of the financing of insurance premiums; and

(19) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, members of the board of managers or directors and employees and consultants thereof, their respective estates, spouses or former spouses, in each case to finance, either directly or through promissory notes issued to such persons, the purchase or redemption of Equity Interests of the Issuer or any Parent to the extent described in clause (4) of the second paragraph under “—Limitation on Restricted Payments.”

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (19) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer, in its sole discretion, will classify or reclassify (and will be entitled to divide an item of Indebtedness into more than one of the types of Indebtedness described in the first and second paragraphs above, subject to the last sentence of this paragraph) such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof). Additionally, all or any portion of any item of Indebtedness may later be reclassified and redivided as having been incurred pursuant to any category of permitted Indebtedness described in clauses (1) through (19) above or

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pursuant to the first paragraph of this covenant so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification and redivision. Notwithstanding the foregoing, all Indebtedness outstanding under the Acquisition Credit Facility on the date of consummation of the Citadel Transaction, and all Indebtedness (or the portion thereof) incurred under clause (1) of the preceding paragraph to repay, refund or refinance any such amounts, shall be treated as incurred under clause (1) of the preceding paragraph and may not later be reclassified.

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness incurred pursuant to this covenant, any other obligation of the obligor on such Indebtedness (or of any other Person that could have incurred such Indebtedness under this covenant) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

The Indenture provides that the Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be.

The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) senior indebtedness as subordinated or junior to any other senior indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.

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Liens

The Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) (each, an “Initial Lien”) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Subsidiary Guarantor, or any income or profits therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such assets or property, or income or profits therefrom, that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are secured by a Lien on such asset or property, or income or profits therefrom, that is pari passu with or senior in priority to such Liens,

except that the foregoing shall not apply to Liens securing the Notes and the related Guarantees.

Any Lien created for the benefit of the Holders pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien that gave rise to the obligation to so secure the Notes.

Merger, consolidation or sale of all or substantially all assets

The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a co-obligor of the Notes is a corporation;

(2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee and assumes by written agreement all of the obligations of the Issuer under the Registration Rights Agreement (if the Issuer’s registration obligations thereunder have not yet been completed);

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable fourquarter period, (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” or (b) the Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than the Leverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause 1(a) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the Notes and the Registration Rights Agreement (if such Guarantor’s registration obligations thereunder have not yet been completed); and

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(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

The Successor Company will succeed to, and be substituted for, the Issuer under the Indenture, the Notes and the Registration Rights Agreement (if the Issuer’s registration obligations thereunder have not yet been completed). Notwithstanding the foregoing clauses (3) and (4),

(1) any Non-Guarantor Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or another Restricted Subsidiary,

(2) the Issuer or any Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or a Subsidiary Guarantor, as applicable, and

(3) the Issuer may consolidate or merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in any state of the United States, the District of Columbia or any territory of the United States.

In addition, the Issuer will not permit any Subsidiary Guarantor to consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (a) such Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee and assumes by written agreement all of the obligations of such Subsidiary Guarantor under the Registration Rights Agreement (if such Subsidiary Guarantor’s registration obligations thereunder have not yet been completed);

(c) immediately after such transaction, no Default exists; and

(d) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; and

(2) the transaction is made not in violation of the covenant described under “—Repurchase at the option of Holders—Asset Sales,” if applicable.

The Successor Person will succeed to, and be substituted for, such Subsidiary Guarantor under the Indenture, such Subsidiary Guarantor’s Guarantee and the Registration Rights Agreement (if such Subsidiary Guarantor’s registration obligations thereunder have not yet been completed). Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate or merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to another Subsidiary Guarantor or the Issuer or (ii) consolidate or merge with or into an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof. Notwithstanding the foregoing, any Restricted Subsidiary may liquidate or dissolve if the board of directors of the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Holders.

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For purposes of this covenant, the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

The predecessor company will be released from its obligations under the Indenture or its Guarantee, as the case may be, and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture or the Guarantor under its Guarantee, respectively, but, in the case of a lease of all or substantially all its assets, the predecessor will not be released from the obligation to pay the principal of and interest on the Notes or its obligations under the Guarantee, as the case may be.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person and, as a result, whether this covenant applies to such transaction.

Transactions with Affiliates

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, assign, transfer, lease, convey or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration (a) in excess of $15.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above and (b) in excess of $50.0 million, a written opinion of an Independent Financial Advisor stating that such Affiliate Transaction is fair to the Issuer or the Restricted Subsidiary, as applicable, from a financial point of view or complies with clause (1) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Issuer or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and Permitted Investments (other than pursuant to clause (3) or (12) thereof);

(3) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements provided for the benefit of, former, current or future officers, directors, employees or consultants of the Issuer, any Parent or any of its Restricted Subsidiaries, as determined in Good Faith by the Issuer;

(4) any agreement or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(5) the Refinancing Transactions and the Acquisitions and the payment of all fees and expenses related to the Refinancing Transactions and the Acquisitions or any of the transactions contemplated in connection therewith;

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(6) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise not in violation of the terms of the Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(7) to the extent not otherwise prohibited under the Indenture, the issuance or transfer of Equity Interests (other than Disqualified Stock) to Affiliates of the Issuer and the granting of registration and other customary rights in connection therewith or any contribution to the capital of any Parent, the Issuer or any Restricted Subsidiary;

(8) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing;

(9) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any Parent or any of its Restricted Subsidiaries and employment agreements, stock option plans, restricted stock plans, bonus programs and other similar arrangements with such employees or consultants which, in each case, are approved in Good Faith by the Issuer and in accordance with applicable law; and

(10) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person.

Dividend and other payment restrictions affecting Restricted Subsidiaries

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) sell, assign, transfer, lease, convey or otherwise dispose of any of its properties or assets to the Issuer or any of its Restricted Subsidiaries, except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Credit Facility and the related documentation and related Hedging Obligations and Cash Management Obligations;

(b) contractual encumbrances or restrictions contained in the Acquisition Credit Facility and the related documentation and related Hedging Obligations and Cash Management Obligations; provided that such encumbrances and restrictions are not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in Good Faith by the Issuer);

(c) the Indenture, the Notes and the Guarantees (including any Exchange Notes and related guarantees);

(d) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(e) applicable law or any applicable rule, regulation or order;

(f) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or is assumed in connection with the acquisition of assets from such Person (but,

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in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than such Person and its Subsidiaries, or the property or assets of such Person and its Subsidiaries, so acquired;

(g) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(h) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(i) restrictions on Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(j) customary provisions in joint venture agreements or arrangements and other similar agreements relating solely to such joint venture; provided that with respect to any joint venture agreement relating to a Restricted Subsidiary, such provisions are not materially more disadvantageous to the Holders than is customary in comparable agreements or arrangements (as determined in Good Faith by the Issuer);

(k) customary provisions contained in leases, subleases, licenses, sublicenses or other agreements, in each case, entered into in the ordinary course of business;

(l) any agreement or instrument relating to any Indebtedness or Preferred Stock of a Restricted Subsidiary permitted to be incurred subsequent to the Issue Date pursuant to the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” if (A) such encumbrances and restrictions are not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in Good Faith by the Issuer) and (B) either (x) the Issuer determines that such encumbrance or restriction will not adversely affect the Issuer’s ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness;

(m) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business;

(n) any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under the Indenture so long as such encumbrances and restrictions are only with respect to the properties and revenues of such Subsidiary or any Subsidiary of such Foreign Subsidiary;

(o) any such encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (n) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(p) restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Securitization Facility.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

The Issuer will not (i) permit any of its domestic Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and domestic non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Restricted Subsidiary or guarantee Obligations under a

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Credit Facility), other than a Subsidiary Guarantor or a License Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any Restricted Subsidiary or (ii) permit any of its License Subsidiaries, other than a Subsidiary Guarantor, to guarantee the payment of any Indebtedness except as permitted under “—Limitation on activities of License Subsidiaries,” in each case unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture and joinder or supplement to the Registration Rights Agreement (if such Restricted Subsidiary’s registration obligations thereunder have not yet been completed) providing for a senior Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Restricted Subsidiary, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or, in the case of a Subsidiary Guarantor, such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Subsidiary Guarantor’s Guarantee;

(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee until payment in full of Obligations under the Indenture; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in which case such Subsidiary shall only be required to comply with clauses (1) and (2) above.

Future Parents

Cumulus Media Inc. and each Parent that is a subsidiary of Cumulus Media Inc. shall, within 30 days after such Parent becomes such a Parent shall:

(1) execute and deliver a supplemental indenture and joinder or supplement to the Registration Rights Agreement providing for a senior Guarantee by such Parent;

(2) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any Restricted Subsidiary as a result of any payment by such Parent under its Guarantee until payment in full of Obligations under the Indenture; and

(3) deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Parent, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

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Limitation on activities of License Subsidiaries

If at any time a License Subsidiary does not Guarantee the Notes, such License Subsidiary shall not (i) incur any Indebtedness other than (x) guarantees of Obligations under the Acquisition Credit Facility and (y) other Indebtedness not to exceed, when aggregated with all other Indebtedness incurred pursuant to this clause (y) by all other License Subsidiaries, $250,000 or (ii) create, incur, assume or suffer to exist any Liens upon any of its assets or property, income or profits therefrom, whether now owned or hereafter acquired, except Permitted Liens.

Reports and other information

Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture requires the Issuer to file with the SEC within 15 days after the dates set forth below:

(1) within 90 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and

(3) within the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K, or any successor or comparable form, if the Issuer were required to filed with the SEC;

in each case, in a manner that complies in all material respects with the requirements specified in such form.

Notwithstanding the foregoing, the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, so long as, at the Issuer’s expense and by the applicable date the Issuer would be required to file such information pursuant to this covenant, the Issuer posts copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to the Trustee, Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Trustee shall have no responsibility for determining whether or not such information has been posted and if the information in clause (3) has been posted to a website not maintained by the SEC, then the Issuer shall provide prompt notice of such posting to the Trustee.

To the extent any such information is not so filed or posted, as applicable, within the time periods specified above and such information is subsequently filed or posted, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under “—Events of default and remedies” if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.

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In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

The Issuer shall hold quarterly conference calls that are publicly accessible promptly after the Issuer’s earnings for the prior fiscal period have been made available. No fewer than three Business Days prior to the date of each such conference call, the Issuer shall issue a press release to an appropriate U.S. wire service announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts how to access such conference call. The Trustee shall have no responsibility for determining whether or not such conference calls have been held.

The Issuer will be deemed to have satisfied the requirements of this covenant if Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Issuer is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent; provided that such financial statements are accompanied by consolidating financial information for such Parent, the Issuer, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC to the extent such financial information would be required by the SEC.

If (i) any Parent that is a Guarantor has assets or operations independent of the Issuer and its Subsidiaries that, individually or collectively, would, if contained within a Subsidiary, constitute a Significant Subsidiary or (ii) the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively would otherwise have been a Significant Subsidiary then the annual and quarterly financial information required under this section shall include a reasonably detailed presentation, as determined in good faith by Senior Management of the Issuer, either on the face of the financial statements or in the footnotes to the financial statements and in the “Management’s discussion and analysis of financial condition and results of operations” section, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Parent or such Unrestricted Subsidiaries, as the case may be.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the shelf registration statement by the filing with the SEC of any registration statement or other filing, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Payments for consent

Neither the Issuer nor any of its Restricted Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that (a) are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act (and who, upon request, confirm that they are “qualified institutional buyers”) and (b) consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Events of default and remedies

The Indenture provides that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes;

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(3) failure by the Issuer or any Subsidiary Guarantor to comply with its obligations under “—Merger, consolidation or sale of all or substantially all assets”;

(4) failure by the Issuer or the Subsidiary Guarantors to comply for 30 days with any of their obligations under the covenants described under “—Repurchase at the option of Holders” above (in each case, other than a failure to purchase Notes which constitutes an Event of Default under clause (1) or (2) above);

(5) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes to comply with any of its other obligations, covenants or agreements contained in the Indenture or the Notes;

(6) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) (i) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or (ii) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, is in excess of $50.0 million in the aggregate;

(7) failure by the Issuer or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under “—Reports and other information”) would constitute a Significant Subsidiary), to pay final judgments by a court or courts of competent jurisdiction aggregating in excess of $50.0 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final;

(8) certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under “—Reports and other information”) would constitute a Significant Subsidiary); or

(9) the Guarantee of any Parent that is required to Guarantee the Notes or of any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under “—Reports and other information”) would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Parent that is required to Guarantee the Notes or of any Subsidiary Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that, taken together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under “—Reports and other information”) would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its or their Guarantee(s) or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (8) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes

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may by written notice to the Issuer declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such notice, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default with respect to the Issuer arising under clause (8) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice.

The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interest of the Holders, subject to the second succeeding paragraph below.

The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest or premium, if any, on the principal of any Note held by a non-consenting Holder other than the non-payment of interest or premium, if any, on the principal of such Note that became due solely because of the acceleration of such Note) and rescind any acceleration and its consequences with respect to the Notes; provided that such rescission would not conflict with any judgment of a court of competent jurisdiction. In the event of any Event of Default specified in clause (6) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders have offered and, if requested, provided to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount of the total outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

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The Indenture provides that the Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, within 15 Business Days after becoming aware of any Default that has occurred and is continuing, to deliver to the Trustee a statement specifying such Default.

No personal liability of directors, officers, employees, incorporators and stockholders

No director, officer, employee, incorporator or stockholder of the Issuer or any Subsidiary Guarantor or any Parent shall have any liability for any obligations of the Issuer or the Subsidiary Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The obligations of the Issuer and the Guarantors under the Indenture terminate and will be released upon payment in full of all of the Notes. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Subsidiary Guarantor released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”), and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under “—Certain covenants—Events of default and remedies” will no longer constitute an Event of Default with respect to the Notes. The Issuer may exercise Legal Defeasance notwithstanding its prior exercise of Covenant Defeasance. If the Issuer exercises its Legal Defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer shall have irrevocably deposited with the Trustee or as specified by the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Date;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

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(a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance must not result in a breach or violation of, or constitute a default under the Acquisition Credit Facility or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which, the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Subsidiary Guarantor or others; and

(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the registrar for cancellation; or

(2)(a) all Notes not theretofore delivered to the registrar for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or as specified by the Trustee as trust funds in trust solely for the benefit of the Holders, cash in

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U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the registrar for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Acquisition Credit Facility or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

(c) the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and

(d) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee, stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, supplement and waiver

Except as provided in the next two succeeding paragraphs, the Indenture, the Notes and any Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

The Indenture provides that, without the consent of each affected Holder, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed stated maturity of any such Note or reduce the premium payable upon the redemption or repurchase of any Note or change the periods during which or events under which any Note may be redeemed at a particular price, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control”);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

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(7) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(8) make any change to or modify the ranking of the Notes that would adversely affect the Holders;

(9) except as expressly permitted by the Indenture, modify the Guarantees of any Parent or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under “—Certain covenants—Reports and other information”) would constitute a Significant Subsidiary), in any manner adverse to the Holders; or

(10) make any change in these amendment and waiver provisions;

Notwithstanding the foregoing, the Issuer, any Guarantor (with respect to the Indenture and the Guarantee to which it is a party, except that no existing Guarantor need execute a supplemental indenture pursuant to clause (8) below) and the Trustee may amend or supplement the Indenture, the Notes, and any Guarantee without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with the covenant under “—Certain covenants—Merger, consolidation or sales of all or substantially all assets”;

(4) to make any change that would surrender any right or power conferred upon the Issuer or any Guarantor or provide any other additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(7) to provide for the issuance of Exchange Notes or private Exchange Notes, which are identical to Exchange Notes except that they are not freely transferable;

(8) to add a Guarantor under the Indenture;

(9) to conform the text of the Indenture, the Notes or the Guarantees to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Guarantees; or

(10) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. The Issuer, with the assistance of the Trustee, will provide to Holders notice of any supplement or amendment to the Indenture promptly following its execution.

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Notices

Notwithstanding any other provision of the Indenture or any Note, where the Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of a global Note, such notice shall be sufficiently given if given to DTC or any other applicable depositary for such Note (or its designee) according to the applicable rules and procedures of DTC or such depositary.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity reasonably satisfactory to it against any loss, liability or expense.

Governing law

The Indenture, the Notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York.

Certain definitions

Set forth below are certain defined terms used in the Indenture.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of; such other Person merging with or into or becoming a Restricted Subsidiary of, such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition Credit Facility” means one or more Credit Facilities or other financing arrangements (including, without limitation, commercial paper facilities) of the Issuer providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed therewith entered into in connection with the Citadel Transaction.

“Acquisitions” means the CMP Acquisition and the Citadel Transaction.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

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“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at May 1, 2015 (such redemption price being set forth in the table appearing above under “—Optional redemption”), plus (ii) all required interest payments due on such Note through May 1, 2015 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer (other than Equity Interests of the Issuer) or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions,

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities, any disposition of excess, obsolete, damaged or worn out or surplus assets in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or no longer used in the ordinary course of business of the Issuer and its Restricted Subsidiaries;

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described above under “—Certain covenants—Merger, consolidation or sale of all or substantially all assets” or any disposition that constitutes a Change of Control;

(c) the making of any Restricted Payment that is permitted to be made, and is made, under the covenant described above under “—Certain covenants—Limitation on Restricted Payments” and the making of any Permitted Investments (other than any Permitted Investment in Cash Equivalents or Investment Grade Securities made pursuant to clause (2) of the definition of “Permitted Investment”);

(d) any disposition of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $10.0 million;

(e) any disposition of property or assets or issuance or sale of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment, sub-lease, license or sublicense of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures, condemnation or any similar action on assets;

(j) any disposition of Securitization Assets, or participations therein, in connection with any Qualified Securitization Financing, or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business;

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(k) the granting of a Lien that is permitted under the covenant described above under “—Certain covenants—Liens”;

(l) the sale or issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”;

(m) the unwinding of Hedging Obligations entered into in the ordinary course of business;

(n) any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by clause (4) in the second paragraph of “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; and

(o) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business.

“Asset Sale Offer” has the meaning set forth in the third paragraph under “—Repurchase at the option of Holders—Asset Sales.”

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Cash Equivalents” means:

(1) U.S. dollars;

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $300.0 million;

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(4) repurchase obligations for underlying securities of the types described in clauses (2) and entered into with any financial institution meeting the qualifications specified in clause (3) above and in U.S. dollars;

(5) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof, in U.S. dollars;

(6) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof and in U.S. dollars;

(7) investment funds investing substantially all of their assets in securities of the types described in clauses (1) through (6) above;

(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(9) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P or A2 or higher from Moody’s with maturities of 24 months or less from the date of acquisition and in each case in U.S. dollars;

(10) Investments with weighted average maturities of 12 months or less from the date of acquisition in money market funds rated A (or the equivalent thereof) or better by S&P or A (or the equivalent thereof) or better by Moody’s and in each case in U.S. dollars; and

(11) credit card receivables and debit card receivables so long as such are considered cash equivalents under GAAP and are so reflected on the Issuer’s balance sheet.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than U.S. dollars; provided that such amounts are converted into U.S. dollars as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an overnight overdraft facility that is not in default): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities that are not in default, foreign exchange facilities, deposit and other accounts and merchant services.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the assets of any Parent or the Issuer and their respective Subsidiaries, taken as a whole, to any Person other than to any Guarantor or Permitted Holder; or

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) other than Permitted Holders, including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of (a) the Issuer or (b) any Parent holding directly or indirectly a majority of the total voting power of the Voting Stock of the Issuer; or

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(3) the first day on which a majority of the members of the board of directors of the Issuer or Parent are not Continuing Directors; or

(4) the adoption by the stockholders of the Issuer or any Parent of a plan or proposal for the liquidation or dissolution of the Issuer or Parent.

Notwithstanding anything to the contrary in the foregoing, neither of the Acquisitions nor any of the transactions contemplated in connection therewith constituted or gave rise to a Change of Control.

“Citadel” means Citadel Broadcasting Corporation.

“Citadel Transactions” means the merger, effective as of September 16, 2011, of Citadel with and into Cumulus Media Holdings Inc. as provided in, and the other transactions contemplated by, the Merger Agreement, together with (1) the Operating Holdco Assumption and (2) the repayment of all amounts outstanding, and the termination of the commitments, under the Existing Credit Facility.

“CMP” means Cumulus Media Partners, LLC.

“CMP Acquisition” means the acquisition on August 1, 2011, by Cumulus Media Inc. of all Equity Interests of CMP that it did not hold as of the Issue Date as provided in the Exchange Agreement.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) penalties and interest related to taxes, (w) any Additional Interest with respect to the Notes, (x) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Securitization Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the consolidated net income (loss), of such Person and its Restricted Subsidiaries for such period, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any net after-tax effect of extraordinary, non-recurring or unusual gains or losses, costs, charges or expenses (including any such amounts relating to the Refinancing Transactions and the Acquisitions to the extent incurred on or prior to the date that is the one-year anniversary of the related Acquisition), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

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(2) the cumulative effect of a change in accounting principles during such period shall be excluded,

(3) any net after-tax effect of income (loss) from disposed, abandoned or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any net after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions (including sales or other dispositions of assets under a Securitization Facility) other than in the ordinary course of business, as determined in Good Faith by the Issuer, shall be excluded,

(5) the Consolidated Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to the referent Person or a Restricted Subsidiary thereof in respect of such period (without duplication for purposes of the covenant described under “—Certain covenants—Limitation on Restricted Payments” of any amounts included under clause (3)(c) of the first paragraph of such covenant),

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “—Certain covenants—Limitation on Restricted Payments,” the Consolidated Net Income (if positive) for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Consolidated Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in such Person and its Restricted Subsidiaries’ consolidated financial statements, including adjustments to the inventory, property and equipment, software and other intangible assets (including favorable and unfavorable leases and contracts), deferred revenue and debt line items in such Person and its Restricted Subsidiaries’ consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge, asset write-off or write-down, in each case pursuant to GAAP, and the amortization of intangibles and other assets arising pursuant to GAAP, shall be excluded,

(10) any (i) non-cash compensation charge or expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded,

(11) any unrealized net gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815, Derivatives and Hedging, and related pronouncements shall be excluded,

(12) any unrealized net gains and losses resulting from currency translation gains or losses related to currency remeasurements of Indebtedness (including any unrealized net gains or losses resulting from hedge agreements for currency exchange risk) shall be excluded; and

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(13) any net income or loss included in the consolidated financial statements of such Person and its Restricted Subsidiaries as noncontrolling interests due to the application of Accounting Standards Codification Topic 810, Consolidation, shall be excluded.

Any cash amounts dividended, distributed, loaned or otherwise transferred to any Parent by the Issuer or its Restricted Subsidiaries pursuant to clause (13) of the second paragraph of the covenant described under “—Certain covenants—Limitation on Restricted Payments,” without duplication of any amounts otherwise deducted in calculating Consolidated Net Income, the funds for which are provided by the Issuer and/or its Restricted Subsidiaries, shall be deducted in calculating the Consolidated Net Income of the Issuer and its Restricted Subsidiaries.

In addition, to the extent not already included in the consolidated net income (loss) of such Person and its Restricted Subsidiaries determined in accordance with GAAP, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture.

Notwithstanding the foregoing, for the purpose of the covenant described under “—Certain covenants—Limitation on Restricted Payments” only (other than clause (3)(c) thereof of the first paragraph), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(c) thereof.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and including, for the avoidance of doubt, all obligations relating to Qualified Securitization Financings) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Disqualified Stock and Preferred Stock of its Restricted Subsidiaries, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Prices, in each case determined in accordance with GAAP; provided that Indebtedness of the Issuer and its Restricted Subsidiaries under any revolving credit facility or line of credit as at any date of determination shall be determined using the Average Quarterly Balance of such Indebtedness for the most recently ended four fiscal quarters for which internal financial statements are available as of such date of determination (the “Reference Period”). For purposes hereof, (a) the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and, if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in Good Faith by the Issuer, (b) “Average Quarterly Balance” means, with respect to any Indebtedness incurred by the Issuer or its Restricted Subsidiaries under a revolving facility or line of credit, the quotient of (x) the sum of each Individual Quarterly Balance for each fiscal quarter ended on or prior to such date of determination and included in the Reference Period divided by (y) 4, and (c) “Individual Quarterly Balance” means, with respect to any Indebtedness incurred by the Issuer or its Restricted Subsidiaries under a revolving credit facility or line of credit during any fiscal quarter of the Issuer, the quotient of (x) the sum of the aggregate outstanding principal amount of all such Indebtedness at the end of each day of such quarter divided by (y) the number of days in such fiscal quarter.

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“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds,

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Continuing Directors” means, as of any date of determination, any member of the board of directors of the Issuer or a Parent who: (1) was a member of such board of directors on the Issue Date or (2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Credit Facilities” means, with respect to the Issuer or any of its Parents or Restricted Subsidiaries, one or more debt facilities, including the Acquisition Credit Facility or any other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refunding thereof (including any commercial paper facilities or indentures) that replace, refund or refinance any part of such loans, letters of credit or other indebtedness, including any such notes, mortgages, guarantees collateral documents, instruments and agreements thereunder, including any such amending, supplementing, modifying, extending, renewing, restating or refunding facility or arrangement (including such commercial paper facilities or indentures) that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or Guarantors thereunder and whether by the same or any other agent, lender or investor or group of agents, lenders or investors.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by a responsible financial or accounting officer of the Issuer, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any Parent (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by a responsible financial or accounting officer of the Issuer

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or the applicable Parent, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the “—Certain covenants—Limitation on Restricted Payments” covenant.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period, and, without duplication,

(1) increased (to the extent any such amounts were deducted in computing Consolidated Net Income) and not added back in the definition thereof by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period; plus

(b) Fixed Charges of such Person for such period (including, (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense” pursuant to clauses 1(v) through 1(z) thereof); plus

(c) the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and determined in accordance with GAAP; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful) or an amendment or modification of any debt instrument, including

(i) such fees, expenses or charges related to the offering of the Notes, the Acquisition Credit Facility and any Securitization Fees, and

(ii) any amendment or other modification of the Notes and the Acquisition Credit Facility; plus

(e) the amount of any restructuring charge or reserve, integration cost or other business optimization expense (including litigation expenses, including judgment and settlement amounts, relating to any Acquisition not to exceed $3.0 million in the aggregate) that is certified by a responsible financial or accounting officer of the Issuer, including any onetime costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; provided that the aggregate amount of all charges, reserves, costs and expenses added back under this clause (e) in the aggregate in any consecutive four-quarter period will not exceed $20.0 million in the aggregate; plus

(f) any other non-cash charges, expenses or losses for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period; plus

(g) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or

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any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interests of the Issuer (other than Disqualified Stock), solely to the extent that such net cash proceeds

are excluded from the calculation set forth in clause (3) of the first paragraph under “—Certain covenants—Limitation on Restricted Payments”; plus

(h) the amount of loss on sale of Securitization Assets and related assets to the Securitization Subsidiary in connection with a Qualified Securitization Financing; plus

(i) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent noncash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(j) net realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815, Derivatives and Hedging, and related pronouncements;

(2) decreased (without duplication) by: (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus (b) any net realized income or gains from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815, Derivatives and Hedging, and related pronouncements, and

(3) increased or decreased by (without duplication), as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460, Guarantees, or any comparable regulation.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any Parent (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any Parent’s common stock registered on Form S-4 or Form S-8; and

(2) issuances to any Subsidiary of the Issuer.

“Event of Default” has the meaning set forth under “—Certain Covenants—Events of default and remedies.”

“Excess Proceeds” has the meaning set forth in the third paragraph under “—Repurchase at the option of Holders—Asset Sales.”

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Agreement” means the Exchange Agreement, dated as of January 31, 2011, as amended from time to time, among Cumulus Media Inc., each of the sellers party thereto and the seller’s representative party thereto, whereby CMP and its Subsidiaries became indirect wholly-owned Subsidiaries of the Issuer.

“Existing Credit Facility” means the loans under that certain Credit Agreement, dated as of June 7, 2006, among Cumulus Media Inc., the agents and lenders party thereto and General Electric Capital Corporation, as

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successor Administrative Agent, as amended and supplemented as of the Issue Date, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, which Existing Credit Facility was terminated on September 16, 2011.

“FCC” means the Federal Communications Commission or any governmental authority succeeding to the Federal Communications Commission.

“FCC Licenses” means (a) the licenses, permits, authorizations or certificates to construct, own or operate the television or radio stations granted by the FCC, and all extensions, additions and renewals thereto or thereof, and (b) the licenses, permits, authorizations or certificates which are necessary to construct, own or operate the television or radio stations granted by administrative law courts or any state, county, city, town, village or other local government authority, and all extensions, additions and renewals thereto or thereof.

“Fixed Charges” means, with respect to any Person for any period, the sum, of:

(1) Consolidated Interest Expense of such Person for such period; and

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, (1) any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof and (2) any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Good Faith by the Issuer” means the decision in good faith by a responsible financial officer of the Issuer; provided that (a) if such decision involves a determination of fair market value in excess of $10.0 million, the decision is made in good faith by the Senior Management of the Issuer and (b) if such decision involves a determination of fair market value in excess of $15.0 million, the decision is made in good faith by the board of directors of the Issuer.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

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“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under the Indenture and the Notes.

“Guarantor” means each Restricted Subsidiary that provides a Guarantee in accordance with the Indenture and, Cumulus Media Inc. and any Parent that is a subsidiary of Cumulus Media Inc.; provided that upon release or discharge of such Restricted Subsidiary or Parent from its Guarantee in accordance with the Indenture, such Restricted Subsidiary or Parent shall cease to be a Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business (and with respect to commercial letters of credit, repaid in a timely manner) and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

Indebtedness shall not include (i) Contingent Obligations incurred in the ordinary course of business, (ii) Cash Management Services or (iii) Indebtedness that has been defeased or satisfied and discharged in accordance with the terms of the documents governing such Indebtedness and which Indebtedness is no longer reflected as debt on the Issuer’s and its Restricted Subsidiaries’ financial statements.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

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“Initial Purchasers” means the initial purchasers of the Notes parties to the purchase agreement entered into with Cumulus Media Inc., the Issuer and the other Subsidiary Guarantors on April 29, 2011.

“Investment Agreement” means the Investment Agreement, dated as of March 9, 2011, as amended as of April 22, 2011, among Cumulus Media Inc. and the investors party thereto.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or, in either case, an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “—Certain covenants—Limitation on Restricted Payments”:

(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have an “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation;

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in Good Faith by the Issuer; and

(3) if the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Voting Stock of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Capital Stock of such Subsidiary not sold or disposed of.

“Issue Date” means May 13, 2011.

“Issuer” has the meaning set forth in the first paragraph under “—General” and its permitted successors.

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“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Leverage Ratio” as of any date of determination, means the ratio of:

(1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries at the time of determination, to

(2) the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur;

provided, however, that:

(a) if the Issuer or any Restricted Subsidiary has incurred, repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Leverage Ratio involves an incurrence, repayment, repurchase, redemption, retirement, defeasement or other discharge of Indebtedness, EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such incurrence, repayment, repurchase, redemption, retirement, defeasement or other discharge of Indebtedness as if such Indebtedness had been incurred or repaid, repurchased, redeemed, retired, defeased or otherwise discharged on the first day of such period:

(b) if since the beginning of such period the Issuer or any Restricted Subsidiary will have made any Asset Sale or disposed of or discontinued any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Leverage Ratio includes such an Asset Sale, EBITDA, Consolidated Interest Expense and Indebtedness for such period will be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Asset Sale, disposition or discontinuation occurred on the first day of such period.

(c) if since the beginning of such period the Issuer or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into the Issuer or a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business or group of related assets or line of business, EBITDA, Consolidated Interest Expense and Indebtedness for such period will be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(d) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) will have incurred any Indebtedness or discharged any Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (a), (b) or (c) above if made by the Issuer or a Restricted Subsidiary during such period, EBITDA, Consolidated Interest Expense and Indebtedness for such period will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

The pro forma calculations will be determined in good faith by a responsible financial or accounting Officer of the Issuer (whether or not such pro forma expense and cost reductions are calculated on a basis consistent with Regulation S-X under the Securities Act). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months).

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“License Subsidiary” means a wholly-owned Subsidiary of the Issuer that (x) owns no material assets other than FCC Licenses and related rights and (y) has no material liabilities other than (i) trade payables incurred in the ordinary course of business, (ii) tax liabilities, other governmental charges and other liabilities incidental to ownership of such rights and (iii) Indebtedness permitted pursuant to the covenant described under “—Certain covenants—Limitation on activities of License Subsidiaries”.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Macquarie Preferred Stock” means up to $125.0 million aggregate liquidation amount of perpetual redeemable non-convertible preferred stock issued pursuant to the terms of the Investment Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of March 9, 2011, as amended from time to time, among the Issuer, Cadet Merger Corporation, Cumulus Media Holdings Inc., and Citadel Broadcasting Corporation, whereby Citadel and its Subsidiaries became wholly-owned Subsidiaries of the Issuer as of September 16, 2011.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof; taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); amounts required to be applied to the repayment of principal, premium, if any, and interest on senior indebtedness secured by a Lien on the assets disposed of required (other than required by clause (1) of the second paragraph of “—Repurchase at the option of Holders—Asset Sales”) to be paid as a result of such transaction; and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Subsidiary Guarantor.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, premium, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Senior Vice President or Vice President, the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Issuer or any other Person, as the case may be.

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“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer or on behalf of any other Person, as the case may be.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee and that meets the requirements set forth in the Indenture. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Parent” means any direct or indirect parent entity of Cumulus Media Holdings Inc.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalent received must be applied in accordance with the “—Repurchase at the option of Holders—Asset Sales” covenant.

“Permitted Holder” means (a)(i) Lewis W. Dickey, Jr. and (ii) Crestview Radio Investors, LLC, a Delaware limited liability company, and any successors thereto (for purposes of this definition, each, a “Principal”), (b) with respect to such Principal, (i) any spouse or immediate family member of such Principal or (ii) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners, or Persons beneficially holding an 80% or more controlling interest of which consist of such Principal and/or such other Persons referred to in the immediately preceding clause (b)(i), or (c) any person controlled by such Principal.

“Permitted Investments” means:

(1) any Investment in the Issuer or any of its Restricted Subsidiaries, including the Citadel Transaction;

(2) any Investment in Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of “—Repurchase at the option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date and any extension, modification, replacement or renewal thereof, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof, other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date (or as subsequently amended or otherwise modified in a manner not disadvantageous to the Holders in any material respect);

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a compromise or resolution of obligations, bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable;

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(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or

(c) in resolution of litigation, arbitration or other disputes;

(7) Hedging Obligations permitted under clause (10) of the second paragraph of the covenant described in “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”;

(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) or the net cash proceeds from the issuance of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any Parent; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “—Certain covenants—Limitation on Restricted Payments”;

(9) guarantees of Indebtedness permitted under the covenant described in “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”;

(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “—Certain covenants—Transactions with Affiliates” (except transactions described in clauses (2), (8), (9) and (10) of such paragraph);

(11) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $40.0 million and 1.0% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(13) Investments relating to a Securitization Subsidiary that, in the good faith determination of the Issuer are necessary or advisable to effect any Qualified Securitization Financing;

(14) advances to, or guarantees of Indebtedness of, officers, directors and employees not in excess of $5.0 million outstanding at any one time, in the aggregate;

(15) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any Parent (to the extent the proceeds of such purchase are contributed to the Issuer); and

(16) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days (or if more than 30 days overdue, which are unfiled and regarding which no other enforcement action has been

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taken) or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claims is to such property;

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) of the second paragraph under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(7) Liens existing on the Issue Date (with the exception of Liens securing the Existing Credit Facility on the Issue Date, which will be deemed incurred pursuant to clause (32) of this definition);

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”;

(11) Liens securing Hedging Obligations and Cash Management Services entered into in the ordinary course of business (and not for speculative purposes);

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(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Subsidiary Guarantor;

(16) Liens on Securitization Assets and related assets incurred in connection with a Qualified Securitization Financing;

(17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(18) deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;

(19) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $40.0 million at any one time outstanding;

(20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (7) under “—Certain covenants—Events of default and remedies,” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(23) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

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(25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(26) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(27) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(28) restrictive covenants affecting the use to which real property may be put; provided, however, that such covenants are complied with;

(29) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(30) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(32) Liens securing Indebtedness permitted to be incurred under any Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; and

(33) Liens incurred to secure Obligations in respect of any Indebtedness (other than Subordinated Indebtedness) permitted to be incurred pursuant to the covenant described under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; provided that, with respect to Liens securing Obligations permitted under this clause (33), at the time of incurrence and after giving pro forma effect thereto, the Secured Leverage Ratio would be no greater than 4.0 to 1.0.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution or winding up.

“Qualified Securitization Financing” means any Securitization Facility of a Securitization Subsidiary that meets the following conditions: (i) the board of directors of the Issuer shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related assets by the Issuer or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in Good Faith by the

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Issuer), (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings and (iv) the Obligations under such Securitization Facility are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary). The grant of a security interest in any Securitization Assets of the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Acquisition Credit Facility shall not be deemed a Qualified Securitization Financing.

“Rating Agencies” means Moody’s and S&P, or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Refinancing Transactions” means the issuance of the Notes and the use of proceeds thereof prior to the completion of the Acquisitions.

“Registration Rights Agreement” means (i) the Registration Rights Agreement related to the Notes dated as of the Issue Date, among the Parent, the Issuer, the Subsidiary Guarantors and the Initial Purchasers, as amended or supplemented, and (ii) any other registration rights agreement entered into in connection with the issuance of Additional Notes in a private offering by the Issuer after the Issue Date.

“Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Secured Leverage Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Leverage Ratio.”

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“Securitization Asset” means any accounts receivable, real estate asset, mortgage receivables or related assets, in each case subject to a Securitization Facility.

“Securitization Facility” means any of one or more securitization financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Issuer or any of its Restricted Subsidiaries sells its Securitization Assets to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells Securitization Assets to a Person that is not a Restricted Subsidiary.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Securitization Financing.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Management” means the Chief Executive Officer and the Chief Financial Officer of the Issuer.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such Guarantor.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of

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directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantor” means any Guarantor that is a Restricted Subsidiary.

“Total Assets” means, as of any date, the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent internal consolidated balance sheet of the Issuer and its Restricted Subsidiaries prepared in good faith by Senior Management of the Issuer.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 1, 2015; provided, however, that if the period from the Redemption Date to May 1, 2015 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to May 1, 2015 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) such designation complies with the covenants described under “—Certain covenants—Limitation on Restricted Payments” (including, if applicable, the definition of “Permitted Investments”); and

(2) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries, has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

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The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and the Issuer or the relevant Restricted Subsidiary would be able to incur any Indebtedness of the relevant Restricted Subsidiary pursuant to the covenant described under “—Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock,” on a pro forma basis taking into account such designation.

The Issuer shall promptly file with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to any such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (x) the number of years from the date of determination to the date of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, of such Indebtedness, or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock, by (y) the amount of such payments; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations relating to the exchange of unregistered Original Notes for registered Exchange Notes pursuant to the Exchange Offer and the ownership and disposition of the Exchange Notes issued pursuant to the Exchange Offer. It is not a complete analysis of all the potential tax considerations relating to the Exchange Offer or the Exchange Notes. This summary is based upon the provisions of the Code, Treasury Regulations promulgated under the Code, administrative rulings and pronouncements and judicial decisions, all as in effect on the date hereof. These authorities may be changed, perhaps with retroactive effect, so as to result in U.S. federal income tax consequences materially and adversely different from those set forth below.

This summary is limited to beneficial owners of Original Notes that have held the Original Notes and will hold the Exchange Notes as “capital assets” within the meaning of Section 1221 of the Code. This summary does not address the tax considerations arising under other federal tax laws (such as estate and gift tax laws, other than the 3.8% Medicare tax discussed below) or the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address all tax considerations that may be applicable to holders’ particular circumstances or to holders that may be subject to special tax rules under the U.S. federal income tax laws, such as, for example:

• holders subject to the alternative minimum tax;

• banks, insurance companies, or other financial institutions;

• real estate investment trusts and regulated investment companies;

• tax-exempt organizations;

• brokers and dealers in securities or currencies;

• persons who have ceased to be citizens or residents of the United States;

• traders in securities that elect to use a mark-to-market method of tax accounting for their securities holdings;

• U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar or who hold Original Notes through a foreign entity or foreign account;

• persons that will hold the Notes as a position in a hedging transaction, straddle, conversion transaction or other risk reduction transaction;

• persons deemed to sell the Notes under the constructive sale provisions of the Code; or

• partnerships (or other entities or arrangements classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or investors in such entities.

This summary of certain U.S. federal income tax considerations is for general information only and is not tax advice. This summary is not binding on the Internal Revenue Service (the “IRS”). We have not sought, and will not seek, any ruling from the IRS with respect to the statements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements or that a contrary position taken by the IRS would not be sustained by a court. You are urged to consult your own tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax considerations arising under other U.S. federal tax laws, the laws of any state, local or foreign taxing jurisdiction or any applicable income tax treaty.

Tax consequences of the Exchange of Original Notes for Exchange Notes

The exchange of an Original Note for an Exchange Note pursuant to the Exchange Offer will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, a holder will not recognize any gain or loss upon the receipt of an Exchange Note pursuant to the Exchange Offer. The holding period for an Exchange

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Note will include the holding period of the Original Note exchanged pursuant to the Exchange Offer, and the initial tax basis in an Exchange Note will be the same as the adjusted tax basis in the Original Note as of the time of the Exchange. The U.S. federal income tax consequences of holding and disposing of an Exchange Note received pursuant to the Exchange Offer generally will be the same as the U.S. federal income tax consequences of holding and disposing of an Original Note.

Certain additional payments

It is possible that the IRS could assert that the additional interest which we would have been obligated to pay if the Exchange Offer registration statement were not filed or declared effective within the applicable time periods was a contingent payment for purposes of the original issue discount (“OID”) rules. It is also possible that the IRS could assert that the payment by us of 101% of the face amount of any Note purchased by us at the holder’s election after a change of control, as described above under the heading “Description of the Notes—Repurchase at the option of Holders—Change of Control” is a contingent payment for purposes of the OID rules. If any such payment is treated as a contingent payment, the Exchange Notes may be treated as contingent payment debt instruments, in which case the timing and amount of income inclusions and the character of income recognized may be different from the consequences described herein. The Treasury regulations regarding debt instruments that provide for one or more contingent payments state that, for purposes of determining whether a debt instrument is a contingent payment debt instrument, remote or incidental contingencies are ignored. We intend to treat the possibility of our making any of the above payments as remote or to treat such payments as incidental. Accordingly, we do not intend to treat the Exchange Notes as contingent payment debt instruments. Our treatment will be binding on all holders, except a holder that discloses its differing treatment in a statement attached to its timely filed U.S. federal income tax return for the taxable year during which the Note was acquired. However, our treatment is not binding on the IRS. If the IRS were to challenge our treatment, a holder might be required to accrue income on the Exchange Notes in excess of stated interest and to treat as ordinary income, rather than capital gain, any gain recognized on the disposition of the Exchange Notes before the resolution of the contingencies. In any event, if we actually make any such payment, the timing, amount and character of a holder’s income, gain or loss with respect to the Exchange Notes may be affected. The remainder of this discussion assumes that the Exchange Notes will not be contingent payment debt instruments. Holders are urged to consult their own tax advisors regarding the potential application to the Exchange Notes of the rules regarding contingent payment debt instruments and the consequences thereof.

Consequences to U.S. Holders

This subsection describes the U.S. federal income tax considerations for a U.S. Holder. A “U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, a state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the supervision of a court within the United States, if one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds Notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are an entity or arrangement treated as a partnership for U.S. federal income tax purposes (or if you are a partner in such a partnership), you are urged to consult your tax advisor regarding the tax consequences of holding the Notes to you.

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Payments of stated interest

You will generally be required to include stated interest in income as ordinary income at the time the interest is received or accrued, according to your method of tax accounting.

Amortizable bond premium

If a U.S. Holder purchased Original Notes after their original issuance date for an amount that is greater than the sum of all remaining payments on the Notes other than stated interest, such Holder will be treated as having purchased the Notes with “amortizable bond premium” in an amount equal to such excess. Amortizable bond premium on Original Notes should carry over to the Exchange Notes received in exchange therefor. A U.S. Holder may elect to amortize this premium using a constant yield method over the term of the Notes and generally may offset interest in respect of the Note otherwise required to be included in income by the amortized amount of the premium for the taxable year. A U.S. Holder that elects to amortize bond premium must reduce its tax basis in its Note by the amount of the premium amortized in any taxable year. An election to amortize bond premium is binding once made and applies to all Notes held by the U.S. Holder at the beginning of the first taxable year to which this election applies and to all bonds thereafter acquired. U.S. Holders are urged to consult their own tax advisors concerning the computation and amortization of any bond premium on their Exchange Notes.

Market discount

If a U.S. Holder purchased Original Notes after their original issuance date for an amount that is less than their stated principal amount, such Holder will be treated as having purchased the Notes with “market discount” unless the discount is less than a specified de minimis amount. Market discount on Original Notes should carry over to the Exchange Notes received in exchange therefor. Under the market discount rules, a U.S. Holder generally will be required to treat any gain realized on the sale, exchange, retirement or other disposition of an Exchange Note as ordinary income to the extent of any accrued market discount that has not previously been included in income. For this purpose, market discount will be considered to accrue ratably during the period from the date of the U.S. Holder’s acquisition of the Note to the maturity date of the Note, unless the U.S. Holder made an election to accrue market discount on a constant yield basis. Accrued market discount on Original Notes that has not previously been included in income by a U.S. Holder should carry over to the Exchange Notes received in exchange therefor. A U.S. Holder may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry a Note with market discount until the maturity date or certain earlier dispositions. A U.S. Holder may elect to include market discount in income currently as it accrues on either a ratable or a constant yield basis, in which case the rules described above regarding (1) the treatment as ordinary income of gain upon the disposition of the Note and (2) the deferral of interest deductions will not apply. Currently included market discount is generally treated as ordinary interest income for U.S. federal income tax purposes. An election to include market discount in income as it accrues will apply to all debt instruments with market discount acquired by the U.S. Holder on or after the first day of the taxable year to which the election applies and may be revoked only with the consent of the IRS. U.S. Holders are urged to consult their own tax advisors before making this election.

Sale or other taxable disposition of the Exchange Notes

Upon the sale or other taxable disposition of an Exchange Note (including a retirement or redemption), you generally will recognize gain or loss equal to the difference between the amount realized on such disposition (except to the extent any amount realized is attributable to accrued but unpaid stated interest, which, if not previously taxed, will be taxable as ordinary income) and your adjusted tax basis in the Exchange Note. Your adjusted tax basis in an Exchange Note generally will be your cost for the Original Note as of the date of the exchange.

Subject to the market discount rules described above under the heading “—Market Discount,” any gain or loss you recognize generally will be treated as a capital gain or loss. The capital gain or loss generally will be

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long-term if your holding period is more than one year at the time of sale or other taxable disposition and will be short-term if your holding period is one year or less. Long-term capital gains of individuals and other non-corporate taxpayers are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Medicare tax

For taxable years beginning after December 31, 2012, a 3.8% tax will be imposed on the net investment income of certain individuals with a modified adjusted gross income of over $200,000 ($250,000 in the case of joint filers) and on the undistributed net investment income of certain estates and trusts. For these purposes, “net investment income” will generally include interest paid with respect to an Exchange Note and net gain from the sale, exchange, redemption, retirement or other taxable disposition of an Exchange Note, unless such interest or net gain is derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. Holder that is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicability of the Medicare tax to your income and gains in respect of the Exchange Notes.

Information reporting and backup withholding

In general, information reporting requirements will apply to certain payments of interest and to the proceeds of a sale or other disposition (including a retirement or redemption) of Exchange Notes unless the U.S. Holder is an exempt recipient. Backup withholding of tax (at a current rate of 28%, which is scheduled to increase to 31% in 2013) will apply to such amounts if a U.S. Holder fails to provide its taxpayer identification number or certification of exempt status or if it has been notified by the IRS that it is subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability provided that such holder furnishes the required information to the IRS on a timely basis.

Consequences to Non-U.S. Holders

As used in this prospectus, the term “Non-U.S. Holder” means a beneficial owner of a Note that is, for federal income tax purposes, an individual, corporation, estate, or trust, and is not a U.S. Holder.

If an entity or arrangement treated as a partnership for United States federal income tax purposes is a holder of a Note, the U.S. federal income tax treatment of a partner in such a partnership will generally depend on the status of the partner and the activities of the partnership. Partners in such a partnership are urged to consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them of acquiring, holding or disposing of Exchange Notes.

Payments of interest

Subject to the discussion of backup withholding below, if you are a Non-U.S. Holder, you will generally not be subject to U.S. federal income tax or the 30% U.S. federal withholding tax on interest paid on the Exchange Notes so long as that interest is not effectively connected with your conduct of a trade or business within the United States, provided that:

• you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote;

• you are not a controlled foreign corporation that is actually or constructively related to us through stock ownership;

• you are not a bank whose receipt of interest on a Note is described in Section 881(c)(3)(A) of the Code; and

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• you provide the applicable withholding agent with, among other things, your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an IRS Form W-8BEN (or successor form)).

If you cannot satisfy the requirements described above, payments of interest will generally be subject to the 30% U.S. federal withholding tax, unless you provide the applicable withholding agent with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest paid on the Notes is not subject to U.S. federal withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under “—Interest or Gain Effectively Connected with a United States trade or business”).

Sale or other taxable disposition of the Notes

Subject to the discussion of backup withholding below, a Non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax on any gain recognized on the sale or other taxable disposition of an Exchange Note (including a retirement or redemption), unless:

• if you are an individual Non-U.S. Holder, you are present in the United States for at least 183 days in the taxable year of such disposition and certain other conditions are met; or

• that gain is effectively connected with the conduct by you of a trade or business within the United States.

If you are described in the first bullet point above, you will generally be subject to U.S. federal income tax at a rate of 30% on the amount by which your capital gains allocable to U.S. sources, including gain from such disposition, exceed any capital losses allocable to U.S. sources, except as otherwise required by an applicable income tax treaty. If you are described in the second bullet point, see “—Interest or gain effectively connected with a United States trade or business,” below.

To the extent that the amount realized on any disposition of Exchange Notes is attributable to accrued but unpaid interest on the Exchange Note, such amount generally will be treated in the same manner as payments of interest as described under the heading “—Payments of interest” above.

Interest or gain effectively connected with a United States trade or business

If a Non-U.S. Holder is engaged in a trade or business in the United States and interest on an Exchange Note or gain recognized from the sale or other taxable disposition (including a retirement or redemption) of an Exchange Note is effectively connected with the conduct of that trade or business, such holder will generally be subject to U.S. federal income tax (but not the 30% U.S. federal withholding tax on interest if you provide an applicable IRS Form W-8ECI, as described above) on that interest or gain on a net income basis in the same manner as if you were a U.S. person as defined under the Code (unless an applicable income tax treaty provides otherwise). In addition, if a Non-U.S. Holder is a foreign corporation, it may be subject to a “branch profits tax” equal to 30% (or lower applicable income tax treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with its conduct of a trade or business in the United States. For this purpose, interest or gain effectively connected with a trade or business in the United States will be included in the earnings and profits of a foreign corporation.

Information reporting and backup withholding

Generally, we must report to the IRS and to a Non-U.S. Holder the amount of interest paid to such Non-U.S. Holder on its Exchange Notes and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable income tax treaty.

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In general, a Non-U.S. Holder will not be subject to backup withholding with respect to payments of interest that we make to the Non-U.S. Holder provided that we do not have actual knowledge or reason to know that the Non-U.S. Holder is a U.S. person, as defined under the Code, and we have received from the Non-U.S. Holder the statement described above in the last bullet point under “—Payments of interest.”

In addition, no information reporting or backup withholding will be required regarding the proceeds of the sale of an Exchange Note made within the United States or conducted through certain U.S.-related financial intermediaries, if the payor receives the statement described above in the last bullet point under “—Payments of interest” and does not have actual knowledge or reason to know that the Non-U.S. Holder is a U.S. person, as defined under the Code, or the Non-U.S. Holder otherwise establishes an exemption.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

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PLAN OF DISTRIBUTION

Any broker-dealer that holds Original Notes that were acquired for its own account as a result of market-making activities or other trading activities (other than Original Notes acquired directly from us) may exchange such Original Notes pursuant to the Exchange Offer. Any such broker-dealer, however, may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of Exchange Notes received by such broker-dealer in the Exchange Offer. Such prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this prospectus.

We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with such resales for up to 90 days from the effective date of the registration statement of which this prospectus forms a part. We will provide sufficient copies of this prospectus, as amended or supplemented, to any broker-dealer promptly upon request at any time during such 90-day period in order to facilitate such resales.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any of these resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from these broker-dealers and/or the purchasers of Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in the Exchange Offer and any broker-dealer that participates in a distribution of the Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such person may be deemed to be underwriting compensation under the Securities Act. The accompanying letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the Exchange Offer, including the expenses of one counsel for the holders of the Original Notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Original Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Jones Day, Atlanta, Georgia, will pass upon certain legal matters for us regarding the Exchange Notes and the related guarantees.

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EXPERTS

The financial statements of Cumulus Media Inc. as of December 31, 2010 and 2009 and for each of the three years in the period ended December 31, 2010 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2010 (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this registration statement by reference to the Cumulus Media Inc. Current Report on Form 8-K dated December 20, 2011 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Cumulus Media Partners, LLC as of December 31, 2010 and 2009 and for each of the three years in the period ended December 31, 2010, incorporated in this registration statement by reference to the Cumulus Media Inc. Current Report on Form 8-K/A dated August 12, 2011 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Citadel Broadcasting Corporation as of December 31, 2010 (Successor) and 2009 (Predecessor), and the related consolidated statements of operations, stockholders’ equity, and cash flows for the period from June 1, 2010 to December 31, 2010 (Successor), the period from January 1, 2010 to May 31, 2010 (Predecessor) and for each of the two years in the period ended December 31, 2009 (Predecessor) are incorporated by reference from the Cumulus Media Inc. Form 8-K dated December 20, 2011 and have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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Cumulus Media Holdings Inc.

Offer to exchange up to $610,000,000

Aggregate Principal Amount of Newly

Issued 7.75% Senior Notes due 2019

For

a Like Principal Amount of Outstanding

Restricted 7.75% Senior Notes due 2019

Issued on May 13, 2011

PROSPECTUS

                    ,         

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware Registrants

Each of Cumulus Media Inc., Cumulus Media Holdings Inc., Catalyst Media, Inc., Citadel Broadcasting Corporation, CMP Susquehanna Radio Holdings Corp., CMP Susquehanna Corp., CMP KC Corp., Susquehanna Media Co., Alphabet Acquisition Corp., International Radio, Inc., Radio Watermark, Inc., and Susquehanna Pfaltzgraff Co. is incorporated under the laws of the State of Delaware.

Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides, in relevant part, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Under Section 145(b) of the DGCL, such eligibility for indemnification may be further subject to the adjudication of the Delaware Court of Chancery or the court in which such action or suit was brought.

Section 102(b)(7) of the DGCL provides that a corporation may in its certificate of incorporation contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation’s capital stock); or (iv) for any transaction from which the director derived an improper personal benefit.

Cumulus Media’s Third Amended and Restated Certificate of Incorporation and Cumulus Media Holdings Inc.’s Certificate of Incorporation (as amended) each provide that no director shall be liable to the company or its stockholders for monetary damages for breach of fiduciary duty as a director; except (a) for any breach of the director’s duty of loyalty to the company or its stockholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, (d) for any transaction from which the director derived an improper personal benefit, or (e) for any act or omission occurring before the effective date of Cumulus Media’s Third Amended and Restated Certificate of Incorporation and Cumulus Media Holdings Inc.’s Certificate of Incorporation (as amended), as applicable.

Cumulus Media’s Amended and Restated By-laws provide that each director, officer or employee who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of ours or is or was serving at Cumulus Media’s request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, shall be indemnified and held harmless by Cumulus Media to the fullest extent permitted or required by the DGCL against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such

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indemnitee in connection therewith; provided, however, that, except as provided below with respect to proceedings to enforce rights to indemnification, Cumulus Media shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if the proceeding (or part thereof) was authorized by Cumulus Media’s board.

Cumulus Media generally maintains insurance, at its expense, to protect it and any of its directors, officers, employees or agents or those of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not it would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Cumulus Media Holdings Inc.’s Bylaws permit indemnification of a director or officer if the director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful and permits maintaining insurance upon a resolution of the board.

The Certificates of Incorporation and Bylaws of CMP KC Corp. and CMP Susquehanna Corp., as well as the Amended and Restated Certificates of Incorporation and Bylaws of CMP Susquehanna Radio Holdings Corp. and Susquehanna Pfaltzgraff Co., provide for indemnification to the fullest extent of the DGCL, if the director or officer “acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful” and the director or officer was not found liable to the corporation or on the basis that he received improper personal benefit. The Certificates and Bylaws also permit them to maintain insurance on behalf of directors and officers. The By-laws of Susquehanna Media Co. provide for indemnification to the extent permitted by the DGCL. Alphabet Acquisition Corp. and Catalyst Media, Inc.’s By-laws permit indemnification to the fullest extent of the law and for insurance on behalf of directors and officers. Neither the Certificates of Incorporation nor the By-laws of International Radio, Inc., or Radio Watermark, Inc., contain provisions concerning the indemnification of its directors or officers.

Each of Cumulus Media Partners, LLC, Minneapolis Radio, LLC, KLOS Radio, LLC, San Francisco Radio, LLC, DC Radio, LLC, WPLJ Radio, LLC, Chicago FM Radio Assets, LLC, Radio Networks, LLC, Minneapolis Radio Assets, LLC, KLOS Syndications Assets, LLC, KLOS-FM Radio Assets, LLC, SF License, LLC, San Francisco Radio Assets, LLC, DC Radio Assets, LLC, Network License, LLC, Detroit Radio, LLC, Atlanta Radio, LLC, Radio Assets, LLC, LA Radio, LLC, WBAP-KSCS Radio Acquisition, LLC, WBAP-KSCS Acquisition Partner, LLC, Chicago Radio Holding, LLC, NY Radio, LLC, LA License, LLC, Chicago Radio, LLC, NY License, LLC, NY Radio Assets, LLC, WBAP-KSCS Assets, LLC, Chicago Radio Assets, LLC, and Chicago License, LLC, is organized under the laws of the State of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The limited liability company agreement of each of the Delaware limited liability companies (with the exception of Cumulus Media Partners, LLC) provides that a member, director or officer may not be held liable to the limited liability company or any other person or entity who has an interest in the limited liability company, and is entitled to indemnification from the limited liability company to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by reason of any act or omission by the member, director or officer made in good faith on behalf of the limited liability company and in a manner reasonably believed to be within his or her scope of authority. However, a member, director or officer may be held liable and is not entitled to indemnification for any loss, damage or claim incurred by reason of his or her willful misconduct. To the extent an indemnity is provided, such indemnity must be provided out of and limited to the limited liability company’s

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assets only, and no member, director or officer may be held personally liable in this respect. Neither the Certificate of Formation nor the Limited Liability Company Declaration for Cumulus Media Partners, LLC contain provisions concerning the indemnification of its directors or officers.

Nevada Registrants

Each of Broadcast Software International Inc., KLIF Broadcasting, Inc., Radio Metroplex, Inc. and Citadel Broadcasting Company is incorporated in Nevada under the Nevada General Corporation Law (“NGCL”). The NGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The NGCL also provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

The Code of Bylaws of Broadcast Software International Inc. provide for indemnification against any costs or expenses incurred in connection with a legal action to which the indemnitee is made party by reason of being a director or officer only if: (i) the director or officer acted in good faith and in a manner that he reasonably believed in the best interests of the Corporation; and (ii) with respect to a criminal action, the director or officer did not have reasonable cause to believe that his conduct was unlawful (so long as not adjudged liable for negligence or misconduct, and a court does not decide that he is entitled to indemnity). The Articles of Incorporation of Broadcast Software International Inc. similarly provide for indemnification for a breach of fiduciary duty as a director or officer involving any act or omission except, (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) for payment of distributions in violation of Section 78.300 of the NGCL.

The Bylaws of KLIF Broadcasting, Inc. and Radio Metroplex, Inc. provide for indemnification to the fullest extent authorized by the NGCL against all expense, liability and loss reasonably incurred or suffered by the indemnitee in connection with a legal action to which the indemnitee is made party by reason of being a director or officer. Citadel Broadcasting Company’s Certificate of Restated Articles of Incorporation and Amended and Restated Bylaws provide for indemnification to the fullest extent permitted by law.

Cumulus Broadcasting LLC and Aviation I, LLC are organized in Nevada. Section 86.411 of the Nevada Revised Statutes (“NRS”) generally allows a limited liability company to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,

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criminal, administrative or investigative (except an action by or in the right of the limited liability company), by reason of being or having been a manager, member, employee or agent of the limited liability company or serving or having served in certain capacities at the request of the limited liability company. Indemnification may include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with the action, suit or proceeding.

NRS section 86 generally allows a limited liability company to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the limited liability company to procure a judgment in its favor by reason of being or having been a manager, member, employee or agent of the limited liability company or serving or having served in certain capacities at the request of the limited liability company except that indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged by a court of competent jurisdiction to be liable to the limited liability company or for amounts paid in settlement to the limited liability company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. However, to be entitled to indemnification, the person to be indemnified in either case must have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the limited liability company and, with respect to any criminal action or proceeding, such person must have had no reasonable cause to believe his or her conduct was unlawful.

The NRS generally provides that to the extent a manager, member, employee or agent of a limited liability has been successful on the merits or otherwise in defense of any such action, he or she must be indemnified by the limited liability company against expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense.

The NRS generally allows a limited liability company to purchase and maintain insurance or make other financial arrangements on behalf of the limited liability company’s current and former managers, members employees or agents, or any persons serving or who have served in certain capacities at the request of the limited liability company, for any liability and expenses incurred by them in their capacities as managers, members, employees or agents or arising out of their status as such, whether or not the limited liability company has the authority to indemnify him, her or them against such liability and expenses.

The Operating Agreement of Cumulus Broadcasting LLC provides indemnification to the full extent permitted by the NRS, except if losses were related to actions constituting (i) bad faith, fraud, violation of law or intentional misconduct or (ii) breach of the operating agreement. The articles of organization of Aviation I, LLC provide that no member or manager of the company may be held liable to the company or its members for any breach of fiduciary duty as member or manager of the company. But this provision does not affect liability for acts or omissions that involve intentional misconduct, fraud, or a knowing violation of law. Further, the members and managers of the company are not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the company. The articles provide that all expenses incurred by members or managers in defending an administrative, investigative, civil or criminal action, suit, or proceeding, related in any manner to the business of the company, must be paid by the company as they are incurred in advance of final disposition. However, the member or manager must repay the amount if it is ultimately determined by a court of competent jurisdiction, that he or she did not act in good faith, in the manner he or she reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, with no reasonable cause to believe his conduct was unlawful.

The limited liability company operating agreement of Aviation I, LLC provides that a member, director or officer may not be held liable to the limited liability company or any other person or entity who has an interest in the limited liability company, and is entitled to indemnification from the limited liability company to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by reason of any act or omission by the member, director or officer made in good faith on behalf of the limited liability company and in a manner

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reasonably believed to be within his or her scope of authority. However, a member, director or officer may be held liable and is not entitled to indemnification for any loss, damage or claim incurred by reason of his or her willful misconduct. To the extent an indemnity is provided, such indemnity must be provided out of and limited to the limited liability company’s assets only, and no member, director or officer may be held personally liable in this respect. Rights to indemnification under the limited liability company agreement are intended as an addition to, and not a limitation upon, the indemnification described in Sections 86.411 through 86.451 of the NRS, as amended from time to time.

Pennsylvania Registrant

Susquehanna Radio Corp. is incorporated under the laws of the State of Pennsylvania. Pennsylvania law permits a corporation to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement incurred by them in connection with any pending, threatened or completed action or proceeding, and permits such indemnification against expenses incurred in connection with any pending, threatened or completed derivative action, if the director or officer has acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Pennsylvania law further provides that expenses incurred in defending any action or proceeding may be paid by the corporation in advance of the final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation.

Under Pennsylvania law, the statutory provisions for indemnification and advancement of expenses are non-exclusive with respect to any other rights, such as contractual rights or rights granted pursuant to a by-law or by vote of shareholders or disinterested directors, to which a person seeking indemnification or advancement of expenses may be entitled. Such rights may, for example, provide for indemnification against judgments, fines and amounts paid in settlement incurred by the indemnified person in connection with derivative actions. Pennsylvania law and our articles of incorporation permit such derivative action indemnification in any case except where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Pennsylvania law and our articles of incorporation permit us to purchase and maintain insurance on behalf of our directors and officers against any liability asserted against the director or officer and incurred in such capacity, whether or not we would have the power to indemnify a director or officer against such liability.

Susquehanna Radio Corp.’s Bylaws provide that indemnification will be provided against reasonable costs and expenses in connection with a legal action to which the indemnitee is made party by reason of being a director or officer, except expenses attributable to gross negligence or misconduct in the performance of duties as director or officer.

New York Registrant

Radio Today Entertainment, Inc., is incorporated under the laws of the state of New York. Section 722 of the New York Business Corporation Law (“NYBCL”) provides that a New York corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal or otherwise (other than action by or in the right of the corporation (“derivative actions”)), if they acted in good faith for a purpose they reasonably believed to be in or, in the case of service for another entity, not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim as to which such person is adjudged liable to the corporation unless and only to the extent approved by a court. Under Section 723 of the NYBCL, if a person has been successful in the defense of an action described above, he or she shall be entitled to indemnification. The

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foregoing is not exclusive of other indemnification that may be granted to a director or officer under a certificate of incorporation, bylaws, resolution or contract. Neither the Certificate of Incorporation nor the By-laws of Radio Today Entertainment, Inc. contain provisions concerning the indemnification of its directors or officers.

Texas Registrant

WBAP-KSCS Radio Group, Ltd., is a Texas limited partnership. Section 8.101 of the Texas Business Organizations Code provides generally that a person sued as a director or general partner of a limited partnership, or while serving at the request of the partnership as a director, officer, partner, employee, agent, or similar functionary of another enterprise, may be indemnified by the partnership against judgments, penalties, fines, settlements and reasonable expenses if it is determined that such person has conducted himself in good faith and reasonably believed, in the case of conduct in his official capacity with the partnership, that his conduct was in the partnership’s best interests, and in all other cases, that his conduct was at least not opposed to the partnership’s best interests and, in the case of any criminal proceeding, that such person had no reasonable cause to believe his conduct was unlawful. Indemnification of a person found liable to the partnership or found liable on the basis that personal benefit was improperly received by him is limited to reasonable expenses actually incurred by the person in connection with the proceeding and shall not be made if the person is found liable for willful or intentional misconduct in the performance of his duty to the partnership, for breach of the duty of loyalty, or for an act or omission not committed in good faith that constitutes a breach of a duty owed to the partnership. Indemnification is mandatory, however, in the case of such person being wholly successful, on the merits or otherwise, in the defense of the proceeding.

The agreement of limited partnership of WBAP-KSCS Radio Group, Ltd. provides that the general partner may not be held liable, responsible or accountable in damages or otherwise to any other partner for any acts performed in good faith and within the scope of the agreement of limited partnership. The general partner is entitled to indemnification from the partnership (but not any partner) from any loss, damage, liability, cost or expense (including reasonable attorneys’ fees) arising out of any act or failure to act by the general partner, if such act or failure to act is in good faith and within the scope of the agreement of limited partnership and is not attributable to gross negligence, malfeasance or fraud.

Alabama Registrant

Oklahoma Radio Partners, LLC is organized under the laws of the State of Alabama. Section 10A-1-6.02 of the Alabama Business and Nonprofit Entities Code provides that the indemnification provisions of Article 6 do not apply to limited liability companies, but rather that the governing documents of a limited liability company may adopt provisions of this article or may contain enforceable provisions relating to indemnification. Section 10A-5-1.04 provides that unless its certificate of formation provides otherwise, every limited liability company has the power to indemnify a member, manager, or employee against expenses actually and reasonably incurred in connection with the defense of an action, suit, or proceeding, civil or criminal, except in relation to matters as to which the member, manager, or employee is determined to be liable for negligence or misconduct in the performance of duty. Further, every limited liability company has the power to make any other indemnification that is authorized by the governing documents of the limited liability company or by a resolution adopted by the members after notice, unless notice is waived. Lastly, every limited liability company has the power to purchase and maintain insurance on behalf of any person who is or was a member, manager, or employee of the limited liability company against any liability asserted against and incurred by the member, manager, or employee, whether or not the limited liability company would have the power to indemnify the member, manager, or employee against that liability.

The articles of organization of Oklahoma Radio Partners, LLC provide that in amplification, and not in limitation of applicable provisions of Alabama law, the company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals (other than an action by or in the right of the

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company), by reason of the fact that he or she is or was a member, manager, officer, employee or agent of the company, a manager or any affiliate of any of the foregoing or is or was serving at the request of the company or manager as a director, officer, partner, manager, employee, trustee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

With respect to any action in the right of the company, the company may indemnify any person if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the company. But no indemnification will be made in respect of any claim, issue or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the company unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court deems proper.

To the extent that a member, manager, officer, employee or agent of the company has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, he or she must be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he or she has not been successful on any other claim, issue or matter in any such action, suit or proceeding.

Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding may be paid by the company in advance of the final disposition of such claim, action, suit or proceeding. But such person seeking indemnification must repay such amount if, and to the extent that, it ultimately is determined that he or she is not entitled to be indemnified by the company.

The indemnification authorized by the articles of organization is not exclusive of, and is in addition to, any other rights to which those indemnified may be entitled under any statute, rule of law, provision of articles of organization, operating agreement, other agreement, vote of members or otherwise.

The company has the power to purchase and maintain insurance on behalf of any person who is or was a member, manager, officer, employee or agent of the company against any liability asserted against him or her, whether or not the company would have the power to indemnify him or her against such liability.

The limited liability company operating agreement of Oklahoma Radio Partners, LLC provides that a member, director or officer may not be held liable to the limited liability company or any other person or entity who has an interest in the limited liability company, and is entitled to indemnification from the limited liability company to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by reason of any act or omission by the member, director or officer made in good faith on behalf of the limited liability company and in a manner reasonably believed to be within his or her scope of authority. However, a member, director or officer may be held liable and is not entitled to indemnification for any loss, damage or claim incurred by reason of his or her willful misconduct. To the extent an indemnity is provided, such indemnity must be provided out of and limited to the limited liability company’s assets only, and no member, director or officer may be held personally liable in this respect.

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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibits

The following exhibits are filed as part of this Form S-4:

Exhibit Index

3.1.	Third Amended and Restated Certificate of Incorporation of Cumulus Media Inc., effective as of September 16, 2011 (incorporated herein by reference to Exhibit 3.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
3.2.	Certificate of Designation of Series A Preferred Stock of Cumulus Media Inc. (incorporated herein by reference to Exhibit 3.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
3.3.	Amended and Restated Bylaws of Cumulus Media Inc., as amended on November 8, 2011 (incorporated herein by reference to Exhibit 3.3 to Cumulus Media Inc.’s Quarterly Report on Form 10-Q, File No. 000-24525, filed on November 14, 2011).
3.4.	Certificate of Incorporation of Cumulus Media Holdings Inc., as amended.
3.5.	Bylaws of Cumulus Media Holdings Inc. (formerly Cadet Holding Corporation).
3.6.	Articles of Incorporation of Broadcast Software International Inc.
3.7.	Code of Bylaws of Broadcast Software International Inc.
3.8.	Articles of Organization of Cumulus Broadcasting LLC.
3.9.	Limited-Liability Company Operating Agreement of Cumulus Broadcasting LLC.
3.10.	Certificate of Formation of Cumulus Media Partners, LLC.
3.11.	Limited Liability Company Declaration of Cumulus Media Partners, LLC.
3.12.	Fifth Amended and Restated Certificate of Incorporation of Citadel Broadcasting Corporation (incorporated herein by reference to Exhibit 3.1 to Citadel Broadcasting Corporation’s Current Report on Form 8-K, File No. 001-31740, filed on September 22, 2011).
3.13.	Second Amended and Restated Bylaws of Citadel Broadcasting Corporation (incorporated herein by reference to Exhibit 3.2 to Citadel Broadcasting Corporation’s Current Report on Form 8-K, File No. 001-31740, filed on September 22, 2011).
3.14.	Certificate of Incorporation of Catalyst Media, Inc.
3.15.	Bylaws of Catalyst Media, Inc.
3.16.	Amended and Restated Certificate of Incorporation of CMP Susquehanna Radio Holdings Corp.
3.17.	Bylaws of CMP Susquehanna Radio Holdings Corp. (formerly CMP Susquehanna Guarantor Corp.) (incorporated herein by reference to Exhibit 3.2 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.18.	Certificate of Incorporation of CMP Susquehanna Corp. (incorporated herein by reference to Exhibit 3.3 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.19.	Bylaws of CMP Susquehanna Corp. (incorporated herein by reference to Exhibit 3.4 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.20.	Amended and Restated Certificate of Incorporation of Susquehanna Pfaltzgraff Co.
3.21.	Bylaws of Susquehanna Pfaltzgraff Co. (formerly CMP Merger Co.)(incorporated herein by reference to Exhibit 3.10 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).

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3.22.	Certificate of Incorporation of CMP KC Corp. (incorporated herein by reference to Exhibit 3.5 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.23.	By-laws of CMP KC Corp. (incorporated herein by reference to Exhibit 3.6 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.24.	Certificate of Incorporation of Susquehanna Media Co., as amended (incorporated herein by reference to Exhibit 3.11 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.25.	Bylaws of Susquehanna Media Co., as amended (incorporated herein by reference to Exhibit 3.12 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.26.	Articles of Incorporation of Susquehanna Radio Corp., as amended (incorporated herein by reference to Exhibit 3.13 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.27.	By-laws of Susquehanna Radio Corp. (incorporated herein by reference to Exhibit 3.14 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.28.	Articles of Incorporation of KLIF Broadcasting, Inc. (incorporated herein by reference to Exhibit 3.41 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.29.	Bylaws of KLIF Broadcasting, Inc., as amended (incorporated herein by reference to Exhibit 3.42 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.30.	Articles of Incorporation of Radio Metroplex, Inc., as amended (incorporated herein by reference to Exhibit 3.29 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.31.	Bylaws of Radio Metroplex, Inc. (incorporated herein by reference to Exhibit 3.30 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.32.	Certificate of Restated Articles of Incorporation of Citadel Broadcasting Company, as amended.
3.33.	Amended and Restated Bylaws of Citadel Broadcasting Company.
3.34.	Certificate of Incorporation of Alphabet Acquisition Corp., as amended.
3.35.	By-laws of Alphabet Acquisition Corp.
3.36.	Articles of Organization of Aviation I, LLC.
3.37.	Amended and Restated Operating Agreement of Aviation I, LLC.
3.38.	Articles of Organization of Oklahoma Radio Partners, LLC.
3.39.	Second Amended and Restated Operating Agreement of Oklahoma Radio Partners, LLC.
3.40.	Certificate of Formation of Minneapolis Radio, LLC.
3.41.	Second Amended and Restated Limited Liability Company Agreement of Minneapolis Radio, LLC, as amended.
3.42.	Certificate of Formation of KLOS Radio, LLC.
3.43.	First Amended and Restated Limited Liability Company Agreement of KLOS Radio, LLC, as amended.
3.44.	Certificate of Formation of San Francisco Radio, LLC.

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3.45.	Second Amended and Restated Limited Liability Company Agreement of San Francisco Radio, LLC, as amended.
3.46.	Certificate of Formation of DC Radio, LLC.
3.47.	Second Amended and Restated Limited Liability Company Agreement of DC Radio, LLC, as amended.
3.48.	Certificate of Formation of WPLJ Radio, LLC.
3.49.	First Amended and Restated Limited Liability Company Agreement of WPLJ Radio, LLC, as amended.
3.50.	Certificate of Formation of Chicago FM Radio Assets, LLC.
3.51.	Limited Liability Company Agreement of Chicago FM Radio Assets, LLC, as amended.
3.52.	Certificate of Formation of Radio Networks, LLC.
3.53.	Second Amended and Restated Limited Liability Company Agreement of Radio Networks, LLC, as amended.
3.54.	Certificate of Formation of Minneapolis Radio Assets, LLC.
3.55.	First Amended and Restated Limited Liability Company Agreement of Minneapolis Radio Assets, LLC, as amended.
3.56.	Certificate of Formation of KLOS Syndications Assets, LLC.
3.57.	Second Amended and Restated Limited Liability Company Agreement of KLOS Syndications Assets, LLC, as amended.
3.58.	Certificate of Formation of KLOS-FM Radio Assets, LLC.
3.59.	First Amended and Restated Limited Liability Company Agreement of KLOS-FM Radio Assets, LLC, as amended.
3.60.	Certificate of Formation of SF License, LLC.
3.61.	First Amended and Restated Limited Liability Company Agreement of SF License, LLC, as amended.
3.62.	Certificate of Formation of San Francisco Radio Assets, LLC.
3.63.	First Amended and Restated Limited Liability Company Agreement of San Francisco Radio Assets, LLC, as amended.
3.64.	Certificate of Formation of DC Radio Assets, LLC.
3.65.	Second Amended and Restated Limited Liability Company Agreement of DC Radio Assets, LLC, as amended.
3.66.	Certificate of Formation of Network License, LLC.
3.67.	First Amended and Restated Limited Liability Company Agreement of Network License, LLC, as amended.
3.68.	Certificate of Incorporation of International Radio, Inc., as amended.
3.69.	By-laws of International Radio, Inc.
3.70.	Certificate of Incorporation of Radio Watermark, Inc., as amended.
3.71.	By-laws of Radio Watermark, Inc., as amended.
3.72.	Certificate of Incorporation of Radio Today Entertainment, Inc., as amended.
3.73.	By-laws of Radio Today Entertainment, Inc.
3.74.	Certificate of Formation of Detroit Radio, LLC, as amended.
3.75.	First Amended and Restated Limited Liability Company Agreement of Detroit Radio, LLC, as amended.

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3.76.	Certificate of Formation of Atlanta Radio, LLC, as amended.
3.77.	First Amended and Restated Limited Liability Company Agreement of Atlanta Radio, LLC, as amended.
3.78.	Certificate of Formation of Radio Assets, LLC.
3.79.	First Amended and Restated Limited Liability Company Agreement of Radio Assets, LLC, as amended.
3.80.	Certificate of Formation of LA Radio, LLC.
3.81.	Second Amended and Restated Limited Liability Company Agreement of LA Radio, LLC, as amended.
3.82.	Certificate of Formation of WBAP-KSCS Radio Acquisition, LLC.
3.83.	First Amended and Restated Limited Liability Company Agreement of WBAP-KSCS Radio Acquisition, LLC, as amended.
3.84.	Certificate of Formation of WBAP-KSCS Acquisition Partner, LLC.
3.85.	First Amended and Restated Limited Liability Company Agreement of WBAP-KSCS Acquisition Partner, LLC, as amended.
3.86.	Certificate of Formation of Chicago Radio Holding, LLC.
3.87.	Third Amended and Restated Limited Liability Company Agreement of Chicago Radio Holding, LLC, as amended.
3.88.	Certificate of Formation of NY Radio, LLC.
3.89.	Second Amended and Restated Limited Liability Company Agreement of NY Radio, LLC, as amended.
3.90.	Certificate of Formation of LA License, LLC.
3.91.	First Amended and Restated Limited Liability Company Agreement of LA License, LLC, as amended.
3.92.	Certificate of Formation of WBAP-KSCS Radio Group, Ltd.
3.93.	Agreement of Limited Partnership of WBAP-KSCS Radio Group, Ltd., as amended.
3.94.	Certificate of Formation of Chicago Radio, LLC.
3.95.	Limited Liability Company Agreement of Chicago Radio, LLC, as amended.
3.96.	Certificate of Formation of NY License, LLC.
3.97.	First Amended and Restated Limited Liability Company Agreement of NY License, LLC, as amended.
3.98.	Certificate of Formation of NY Radio Assets, LLC.
3.99.	First Amended and Restated Limited Liability Company Agreement of NY Radio Assets, LLC, as amended.
3.100.	Certificate of Formation of WBAP-KSCS Assets, LLC.
3.101.	Second Amended and Restated Limited Liability Company Agreement of WBAP-KSCS Assets, LLC, as amended.
3.102.	Certificate of Formation of Chicago Radio Assets, LLC.
3.103.	Second Amended and Restated Limited Liability Company Agreement of Chicago Radio Assets, LLC, as amended.
3.104.	Certificate of Formation of Chicago License, LLC.
3.105.	Limited Liability Company Agreement of Chicago License, LLC, as amended.

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4.1.	Indenture, dated as of May 13, 2011, by and among Cumulus Media Inc., each of the guarantors named therein and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 16, 2011).
4.2.	Form of 7.75% Senior Notes due 2019 (included as Exhibit A in Exhibit 4.1)(incorporated by reference to Exhibit 4.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 16, 2011)
4.3.	First Supplemental Indenture, dated September 16, 2011, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., the other parties thereto and U.S. Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1, File No. 000-24525, to Cumulus Media Inc.’s Current Report on Form 8-K, filed on September 22, 2011).
4.4.	Second Supplemental Indenture, dated October 16, 2011, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., the other parties thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.12 to Cumulus Media Inc.’s Quarterly Report on Form 8-K, File No. 000-24525, filed on November 14, 2011).
4.5.	Registration Rights Agreement, dated as of May 13, 2011, by and among the Cumulus Media Inc. and the Guarantors party hereto and J.P. Morgan Securities LLC (incorporated herein by reference to Exhibit 4.3 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 16, 2011).
5.1.	Opinion of Jones Day.
23.1	Consent of Jones Day (included in exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of PricewaterhouseCoopers LLP.
23.4	Consent of Deloitte & Touche LLP.
24.1	Powers of Attorney (included on signature pages hereof).
25.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee, under the Indenture.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to DTC Participants.
99.4	Form of Letter to Clients.

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Financial Statement Schedules

The following financial statement schedule of Cumulus Media Inc. and subsidiaries is incorporated by reference herein:

Schedule II—Valuation and qualifying accounts.

All other schedules for which provisions are made in the applicable accounting regulation of the Securities and Exchange Commission are not required or are inapplicable and therefore have been omitted, or the required information has been incorporated by reference herein or disclosed in the financial statements which form a part of this Registration Statement/Prospectus.

ITEM 22. UNDERTAKINGS.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of such registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of such registrant pursuant to this registration statement, regardless of the underwriting

II-13

method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will each be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of such registrant; and

(iv) any other communication that is an offer in the offering made by such registrant to the purchaser.

(6) That for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(9) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(10) That every prospectus (i) that is filed pursuant to paragraph (8) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-14

(11) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(12) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 20, 2011.

CUMULUS MEDIA INC.
By:	/s/ Joseph P. Hannan
	Name: Joseph P. Hannan Title:  Senior Vice President, Treasurer and Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lewis W. Dickey, Jr., Joseph P. Hannan and Richard S. Denning, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Lewis W. Dickey, Jr.     Lewis W. Dickey, Jr.	Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)	December 20, 2011
/s/ Joseph P. Hannan     Joseph P. Hannan	Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)	December 20, 2011
/s/ Linda A. Hill     Linda A. Hill	Vice President, Corporate Controller and Chief Accounting Officer (Controller and Principal Accounting Officer)	December 20, 2011
/s/ Ralph B. Everett     Ralph B. Everett	Director	December 20, 2011
/s/ Jeffrey Marcus     Jeffrey Marcus	Director	December 20, 2011
/s/ Arthur J. Reimers     Arthur J. Reimers	Director	December 20, 2011
Eric P. Robison	Director	December 20, 2011
/s/ Robert H. Sheridan, III     Robert H. Sheridan, III	Director	December 20, 2011
David M. Tolley	Director	December 20, 2011

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 20, 2011.

CUMULUS MEDIA HOLDINGS INC. CITADEL BROADCASTING CORPORATION
By:	/s/ Joseph P. Hannan
	Name: Joseph P. Hannan Title:  Senior Vice President, Chief Financial Officer and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lewis W. Dickey, Jr., Joseph P. Hannan and Richard S. Denning, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Lewis W. Dickey, Jr.     Lewis W. Dickey, Jr.	Chief Executive Officer, President and Director (Principal Executive Officer)	December 20, 2011
/s/ Joseph P. Hannan     Joseph P. Hannan	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	December 20, 2011
/s/ Linda A. Hill     Linda A. Hill	Vice President, Corporate Controller and Chief Accounting Officer (Controller and Principal Accounting Officer)	December 20, 2011

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 20, 2011.

CATALYST MEDIA, INC.
By:	/s/ Joseph P. Hannan
	Name: Joseph P. Hannan Title:  Senior Vice President, Chief Financial Officer and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lewis W. Dickey, Jr., Joseph P. Hannan and Richard S. Denning, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Lewis W. Dickey, Jr.     Lewis W. Dickey, Jr.	Chief Executive Officer, President and Director (Principal Executive Officer)	December 20, 2011
/s/ Joseph P. Hannan     Joseph P. Hannan	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	December 20, 2011
/s/ Linda A. Hill     Linda A. Hill	Vice President and Principal Accounting Officer (Principal Accounting Officer)	December 20, 2011

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 20, 2011.

ALPHABET ACQUISITION CORP.

ATLANTA RADIO, LLC

AVIATION I, LLC

BROADCAST SOFTWARE INTERNATIONAL INC.

CHICAGO FM RADIO ASSETS, LLC

CHICAGO LICENSE, LLC

CHICAGO RADIO ASSETS, LLC

CHICAGO RADIO HOLDING, LLC

CHICAGO RADIO, LLC

CITADEL BROADCASTING COMPANY

CMP KC CORP.

CMP SUSQUEHANNA CORP.

CMP SUSQUEHANNA RADIO HOLDINGS CORP.

CUMULUS BROADCASTING LLC

CUMULUS MEDIA PARTNERS, LLC

DC RADIO ASSETS, LLC

DC RADIO, LLC

DETROIT RADIO, LLC

INTERNATIONAL RADIO, INC.

KLIF BROADCASTING, INC.

KLOS RADIO, LLC

KLOS-FM RADIO ASSETS, LLC

KLOS SYNDICATIONS ASSETS, LLC

LA LICENSE, LLC

LA RADIO, LLC

MINNEAPOLIS RADIO ASSETS, LLC

MINNEAPOLIS RADIO, LLC

NETWORK LICENSE, LLC

NY LICENSE, LLC

NY RADIO ASSETS, LLC

NY RADIO, LLC

OKLAHOMA RADIO PARTNERS, LLC

RADIO ASSETS, LLC

RADIO METROPLEX, INC.

RADIO NETWORKS, LLC

RADIO TODAY ENTERTAINMENT, INC.

RADIO WATERMARK, INC.

SAN FRANCISCO RADIO ASSETS, LLC

SAN FRANCISCO RADIO, LLC

SF LICENSE, LLC

SUSQUEHANNA MEDIA CO.

SUSQUEHANNA PFALTZGRAFF CO.

SUSQUEHANNA RADIO CORP.

WBAP-KSCS ACQUISITION PARTNER, LLC,

ON ITS OWN BEHALF AND AS GENERAL

PARTNER OF WBAP-KSCS RADIO

GROUP, LTD.

WBAP-KSCS ASSETS, LLC

WBAP-KSCS RADIO ACQUISITION, LLC

WPLJ RADIO, LLC

By:	/s/ Joseph P. Hannan
	Name: Joseph P. Hannan Title:  Executive Vice President, Chief Financial Officer and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lewis W. Dickey, Jr., Joseph P. Hannan and Richard S. Denning, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Lewis W. Dickey, Jr.     Lewis W. Dickey, Jr.	Chief Executive Officer, President and Director (Principal Executive Officer)	December 20, 2011
/s/ Joseph P. Hannan     Joseph P. Hannan	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	December 20, 2011
/s/ Linda A. Hill     Linda A. Hill	Vice President and Principal Accounting Officer	December 20, 2011

Exhibit Index

3.1.	Third Amended and Restated Certificate of Incorporation of Cumulus Media Inc., effective as of September 16, 2011 (incorporated herein by reference to Exhibit 3.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
3.2.	Certificate of Designation of Series A Preferred Stock of Cumulus Media Inc. (incorporated herein by reference to Exhibit 3.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
3.3.	Amended and Restated Bylaws of Cumulus Media Inc., as amended on November 8, 2011 (incorporated herein by reference to Exhibit 3.3 to Cumulus Media Inc.’s Quarterly Report on Form 10-Q, File No. 000-24525, filed on November 14, 2011).
3.4.	Certificate of Incorporation of Cumulus Media Holdings Inc., as amended.
3.5.	Bylaws of Cumulus Media Holdings Inc. (formerly Cadet Holding Corporation).
3.6.	Articles of Incorporation of Broadcast Software International Inc.
3.7.	Code of Bylaws of Broadcast Software International Inc.
3.8.	Articles of Organization of Cumulus Broadcasting LLC.
3.9.	Limited-Liability Company Operating Agreement of Cumulus Broadcasting LLC.
3.10.	Certificate of Formation of Cumulus Media Partners, LLC.
3.11.	Limited Liability Company Declaration of Cumulus Media Partners, LLC.
3.12.	Fifth Amended and Restated Certificate of Incorporation of Citadel Broadcasting Corporation (incorporated herein by reference to Exhibit 3.1 to Citadel Broadcasting Corporation’s Current Report on Form 8-K, File No. 001-31740, filed on September 22, 2011).
3.13.	Second Amended and Restated Bylaws of Citadel Broadcasting Corporation (incorporated herein by reference to Exhibit 3.2 to Citadel Broadcasting Corporation’s Current Report on Form 8-K, File No. 001-31740, filed on September 22, 2011).
3.14.	Certificate of Incorporation of Catalyst Media, Inc.
3.15.	Bylaws of Catalyst Media, Inc.
3.16.	Amended and Restated Certificate of Incorporation of CMP Susquehanna Radio Holdings Corp.
3.17.	Bylaws of CMP Susquehanna Radio Holdings Corp. (formerly CMP Susquehanna Guarantor Corp.) (incorporated herein by reference to Exhibit 3.2 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.18.	Certificate of Incorporation of CMP Susquehanna Corp. (incorporated herein by reference to Exhibit 3.3 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.19.	Bylaws of CMP Susquehanna Corp. (incorporated herein by reference to Exhibit 3.4 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.20.	Amended and Restated Certificate of Incorporation of Susquehanna Pfaltzgraff Co.
3.21.	Bylaws of Susquehanna Pfaltzgraff Co. (formerly CMP Merger Co.)(incorporated herein by reference to Exhibit 3.10 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.22.	Certificate of Incorporation of CMP KC Corp. (incorporated herein by reference to Exhibit 3.5 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.23.	Bylaws of CMP KC Corp. (incorporated herein by reference to Exhibit 3.6 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).

3.24.	Certificate of Incorporation of Susquehanna Media Co., as amended (incorporated herein by reference to Exhibit 3.11 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.25.	By-laws of Susquehanna Media Co., as amended (incorporated herein by reference to Exhibit 3.12 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.26.	Articles of Incorporation of Susquehanna Radio Corp., as amended (incorporated herein by reference to Exhibit 3.13 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.27.	By-laws of Susquehanna Radio Corp. (incorporated herein by reference to Exhibit 3.14 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.28.	Articles of Incorporation of KLIF Broadcasting, Inc. (incorporated herein by reference to Exhibit 3.41 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.29.	By-laws of KLIF Broadcasting, Inc., as amended (incorporated herein by reference to Exhibit 3.42 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.30.	Articles of Incorporation of Radio Metroplex, Inc., as amended (incorporated herein by reference to Exhibit 3.29 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.31.	Bylaws of Radio Metroplex, Inc. (incorporated herein by reference to Exhibit 3.30 to CMP Susquehanna Radio Holdings Corp.’s Registration Statement on Form S-4, File No. 333-143558, filed on June 6, 2007).
3.32.	Certificate of Restated Articles of Incorporation of Citadel Broadcasting Company, as amended.
3.33.	Amended and Restated Bylaws of Citadel Broadcasting Company.
3.34.	Certificate of Incorporation of Alphabet Acquisition Corp., as amended.
3.35.	By-laws of Alphabet Acquisition Corp.
3.36.	Articles of Organization of Aviation I, LLC.
3.37.	Amended and Restated Operating Agreement of Aviation I, LLC.
3.38.	Articles of Organization of Oklahoma Radio Partners, LLC.
3.39.	Second Amended and Restated Operating Agreement of Oklahoma Radio Partners, LLC.
3.40.	Certificate of Formation of Minneapolis Radio, LLC.
3.41.	Second Amended and Restated Limited Liability Company Agreement of Minneapolis Radio, LLC, as amended.
3.42.	Certificate of Formation of KLOS Radio, LLC.
3.43.	First Amended and Restated Limited Liability Company Agreement of KLOS Radio, LLC, as amended.
3.44.	Certificate of Formation of San Francisco Radio, LLC.
3.45.	Second Amended and Restated Limited Liability Company Agreement of San Francisco Radio, LLC, as amended.
3.46.	Certificate of Formation of DC Radio, LLC.
3.47.	Second Amended and Restated Limited Liability Company Agreement of DC Radio, LLC, as amended.
3.48.	Certificate of Formation of WPLJ Radio, LLC.
3.49.	First Amended and Restated Limited Liability Company Agreement of WPLJ Radio, LLC, as amended.

3.50.	Certificate of Formation of Chicago FM Radio Assets, LLC.
3.51.	Limited Liability Company Agreement of Chicago FM Radio Assets, LLC, as amended.
3.52.	Certificate of Formation of Radio Networks, LLC.
3.53.	Second Amended and Restated Limited Liability Company Agreement of Radio Networks, LLC, as amended.
3.54.	Certificate of Formation of Minneapolis Radio Assets, LLC.
3.55.	First Amended and Restated Limited Liability Company Agreement of Minneapolis Radio Assets, LLC, as amended.
3.56.	Certificate of Formation of KLOS Syndications Assets, LLC.
3.57.	Second Amended and Restated Limited Liability Company Agreement of KLOS Syndications Assets, LLC, as amended.
3.58.	Certificate of Formation of KLOS-FM Radio Assets, LLC.
3.59.	First Amended and Restated Limited Liability Company Agreement of KLOS-FM Radio Assets, LLC, as amended.
3.60.	Certificate of Formation of SF License, LLC.
3.61.	First Amended and Restated Limited Liability Company Agreement of SF License, LLC, as amended.
3.62.	Certificate of Formation of San Francisco Radio Assets, LLC.
3.63.	First Amended and Restated Limited Liability Company Agreement of San Francisco Radio Assets, LLC, as amended.
3.64.	Certificate of Formation of DC Radio Assets, LLC.
3.65.	Second Amended and Restated Limited Liability Company Agreement of DC Radio Assets, LLC, as amended.
3.66.	Certificate of Formation of Network License, LLC.
3.67.	First Amended and Restated Limited Liability Company Agreement of Network License, LLC, as amended.
3.68.	Certificate of Incorporation of International Radio, Inc., as amended.
3.69.	By-laws of International Radio, Inc.
3.70.	Certificate of Incorporation of Radio Watermark, Inc., as amended.
3.71.	By-laws of Radio Watermark, Inc., as amended.
3.72.	Certificate of Incorporation of Radio Today Entertainment, Inc., as amended.
3.73.	By-laws of Radio Today Entertainment, Inc.
3.74.	Certificate of Formation of Detroit Radio, LLC, as amended.
3.75.	First Amended and Restated Limited Liability Company Agreement of Detroit Radio, LLC, as amended.
3.76.	Certificate of Formation of Atlanta Radio, LLC, as amended.
3.77.	First Amended and Restated Limited Liability Company Agreement of Atlanta Radio, LLC, as amended.
3.78.	Certificate of Formation of Radio Assets, LLC.
3.79.	First Amended and Restated Limited Liability Company Agreement of Radio Assets, LLC, as amended.
3.80.	Certificate of Formation of LA Radio, LLC.
3.81.	Second Amended and Restated Limited Liability Company Agreement of LA Radio, LLC, as amended.

3.82.	Certificate of Formation of WBAP-KSCS Radio Acquisition, LLC.
3.83.	First Amended and Restated Limited Liability Company Agreement of WBAP-KSCS Radio Acquisition, LLC, as amended.
3.84.	Certificate of Formation of WBAP-KSCS Acquisition Partner, LLC.
3.85.	First Amended and Restated Limited Liability Company Agreement of WBAP-KSCS Acquisition Partner, LLC, as amended.
3.86.	Certificate of Formation of Chicago Radio Holding, LLC.
3.87.	Third Amended and Restated Limited Liability Company Agreement of Chicago Radio Holding, LLC, as amended.
3.88.	Certificate of Formation of NY Radio, LLC.
3.89.	Second Amended and Restated Limited Liability Company Agreement of NY Radio, LLC, as amended.
3.90.	Certificate of Formation of LA License, LLC.
3.91.	First Amended and Restated Limited Liability Company Agreement of LA License, LLC, as amended.
3.92.	Certificate of Formation of WBAP-KSCS Radio Group, Ltd.
3.93.	Agreement of Limited Partnership of WBAP-KSCS Radio Group, Ltd., as amended.
3.94.	Certificate of Formation of Chicago Radio, LLC.
3.95.	Limited Liability Company Agreement of Chicago Radio, LLC, as amended.
3.96.	Certificate of Formation of NY License, LLC.
3.97.	First Amended and Restated Limited Liability Company Agreement of NY License, LLC, as amended.
3.98.	Certificate of Formation of NY Radio Assets, LLC.
3.99.	First Amended and Restated Limited Liability Company Agreement of NY Radio Assets, LLC, as amended.
3.100.	Certificate of Formation of WBAP-KSCS Assets, LLC.
3.101.	Second Amended and Restated Limited Liability Company Agreement of WBAP-KSCS Assets, LLC, as amended.
3.102.	Certificate of Formation of Chicago Radio Assets, LLC.
3.103.	Second Amended and Restated Limited Liability Company Agreement of Chicago Radio Assets, LLC, as amended.
3.104.	Certificate of Formation of Chicago License, LLC.
3.105.	Limited Liability Company Agreement of Chicago License, LLC, as amended.
4.1.	Indenture, dated as of May 13, 2011, by and among Cumulus Media Inc., each of the guarantors named therein and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 16, 2011).
4.2.	Form of 7.75% Senior Notes due 2019 (included as Exhibit A in Exhibit 4.1)(incorporated by reference to Exhibit 4.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 16, 2011)
4.3.	First Supplemental Indenture, dated September 16, 2011, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., the other parties thereto and U.S. Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1, File No. 000-24525, to Cumulus Media Inc.’s Current Report on Form 8-K, filed on September 22, 2011).

4.4.	Second Supplemental Indenture, dated October 16, 2011, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., the other parties thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.12 to Cumulus Media Inc.’s Quarterly Report on Form 8-K, File No. 000-24525, filed on November 14, 2011).
4.5.	Registration Rights Agreement, dated as of May 13, 2011, by and among the Cumulus Media Inc. and the Guarantors party hereto and J.P. Morgan Securities LLC (incorporated herein by reference to Exhibit 4.3 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 16, 2011).
5.1.	Opinion of Jones Day.
23.1	Consent of Jones Day (included in exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of PricewaterhouseCoopers LLP.
23.4	Consent of Deloitte & Touche LLP.
24.1	Powers of Attorney (included on signature pages hereof).
25.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee, under the Indenture.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to DTC Participants.
99.4	Form of Letter to Clients.

EX-3.4

Exhibit 3.4

AS AMENDED THROUGH APRIL 20, 2011

CERTIFICATE OF INCORPORATION

OF

CUMULUS MEDIA HOLDINGS INC.

FIRST: The name of the corporation is Cumulus Media Holdings Inc. (the “Corporation”).

SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, as it may be amended from time to time, or any successor law.

FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000). All such shares are to be common stock, par value of $.01 per share, and are to be of one class.

FIFTH: The Board of Directors is authorized to adopt, amend or repeal the bylaws of the Corporation, except as otherwise provided therein. Election of directors need not be by ballot.

SIXTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this section by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

EIGHTH: The name and mailing address of the incorporator are:

William B. Rowland

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309-3053

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EX-3.5

Exhibit 3.5

BYLAWS

OF

CADET HOLDING CORPORATION

ARTICLE I

Meetings of Stockholders

Section 1.1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the corporation entitled to vote at the meeting, and shall be held at such date and time, within or outside the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the corporation.

Section 1.3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder not less than ten (10) nor more than sixty (60) days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

Section 1.4. Stockholder Lists. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 1.5. Quorum. Except as otherwise provided by law or the corporation’s certificate of incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the corporation entitled to vote at the meeting, present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

Section 1.7. Voting; Proxies; Required Vote. At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after one (1) year from its date, unless the proxy provides for a longer period), and shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the corporation on the applicable record date fixed pursuant to these bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors shall elect. Except as otherwise required by law or the certificate of incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

Section 1.8. Record Date for Stockholder Notice and Voting. For purposes of determining the stockholders entitled to notice of any meeting or to vote, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any right in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any other action. If the Board of Directors does not so fix a record date, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

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Section 1.9. Action by Written Consent. Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the certificate of incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 1.10. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

Section 2.1. General Powers. The business of the corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things which are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders, or prohibited to the Board of Directors.

Section 2.2. Qualification; Number; Term; Remuneration. (a) Each director shall be at least 18 years of age. A director need not be a stockholder or a resident of the State of Delaware. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolutions of the Board of Directors.

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(b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 2.3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board of Directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.4. Place of Meetings. Meetings of the Board of Directors may be held at any place within or outside the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

Section 2.5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

Section 2.6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

Section 2.7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President or by a majority of the directors then in office.

Section 2.8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two (2) days before the special meeting, or by telephoning or emailing the same or by delivering the same personally not later than the day before the day of the meeting.

Section 2.9. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act

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a chairman chosen by the directors, shall preside. The Secretary of the corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

Section 2.10. Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation of these bylaws, any member of the Board of Directors or any committee may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 2.11. Resignation. Any director may resign at any time upon written notice to the corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

Section 2.12. Vacancies. Unless otherwise provided in these bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

Section 2.13. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

Section 3.1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board of Directors may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

Section 3.2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

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Section 3.3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

Section 3.4. Term; Termination. In the event any person shall cease to be a director of the corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

Section 4.1. Election and Qualifications. The Board of Directors shall elect the officers of the corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such assistant secretaries, such Assistant Treasurers and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person.

Section 4.2. Term of Office and Compensation. The term of office of all officers shall be one (1) year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The compensation of all officers of the corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

Section 4.3. Resignation; Removal. Any officer may resign at any time upon written notice to the corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

Section 4.4. Chairman of the Board. The Chairman of the Board, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

Section 4.5. President and Chief Executive Officer. The President shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The President shall have general management and supervision of the property, business and affairs of the corporation and over its other officers; may appoint and remove assistant officers and other agents and employees, other than officers referred to in Section 4.1 of this Article IV; and may execute and deliver in the

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name of the corporation powers of attorney, contracts, bonds and other obligations and instruments.

Section 4.6. Vice-President. A Vice-President may execute and deliver in the name of the corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

Section 4.7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

Section 4.8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

Section 4.9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Stock

Section 5.1. Certificates; Signatures. The shares of the corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the corporation.

Section 5.2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the corporation only by the holder of record thereof in

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person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

Section 5.3. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.4. Record Date. In order that the corporation may determine the stockholders of record who are entitled to receive notice of, or to vote at, any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or exchange of stock of for the purpose of any lawful action, the Board of Directors may fix, in advance, a record date which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting, nor more than sixty (60) days prior to the date of any other action. A determination of stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VI

Dividends

Section 6.1. Declaration. Dividends upon the capital stock of the corporation, subject to any restrictions contained in the Delaware General Corporation Law or the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the certificate of incorporation.

Section 6.2. Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

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ARTICLE VII

Indemnification

Section 7.1. Right to Indemnification. The corporation shall indemnify any director or officer of the corporation, and may indemnify any other person (“Covered Person”), who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 7.2. Prepayment of Expenses. The corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VII or otherwise.

Section 7.3. Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article VII is not paid in full within thirty (30) days after a written claim therefore by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 7.4. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of

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incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 7.5. Other Sources. The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 7.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 7.7. Insurance. Upon resolution passed by the Board of Directors the corporation may purchase and maintain insurance on behalf of any person who is or was an agent against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VII.

Section 7.8. Other Indemnification and Prepayment of Expenses. This Article VII shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE VIII

Miscellaneous

Section 8.1. Fiscal Year. The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the corporation shall be the calendar year.

Section 8.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 8.3. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 8.4. Books and Records. The books and records of the corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine.

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Section 8.5. Execution of Corporate Contracts and Instruments. The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 8.6. Notice. Whenever, under the provisions of law or the certificate of incorporation or these bylaws, notice is required to be given to any director or stockholder it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his or her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram or telephone.

Section 8.7. Waiver. Whenever notice is required to be given by these bylaws or by the certificate of incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE IX

Amendments

The Board of Directors shall have power to adopt, amend or repeal these bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new bylaws made, by the stockholders, and the stockholders may prescribe that any bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.6

Exhibit 3.6

ARTICLES OF INCORPORATION OF

BROADCAST SOFTWARE INTERNATIONAL INC.

ARTICLE I

NAME

The name of the corporation is: Broadcast Software International Inc.

ARTICLE II

RESIDENT AGENT AND ADDRESS

The name of the resident agent and the agent’s street address where process may be served upon the corporation are:

NAME	ADDRESS
The Corporation Trust Company of Nevada	One East First Street Reno, Nevada, 89501

ARTICLE III

STOCK

The corporation is authorized to issue 1,000 shares of “no par” common stock.

ARTICLE IV

GOVERNING BOARD

Members of the governing board shall be styled Directors. The initial number of Directors is three (3). Hereafter the number of directors shall be determined according to the bylaws. The names and addresses of the initial Directors are as follows:

NAME	ADDRESS
Richard W. Weening	7141 North Highway 83 Hartland, WI 53029

NAME	ADDRESS
Lewis W. Dickey, Jr.	3060 Peachtree Road N.W., Suite 730 Atlanta, GA 30305
Eric Robison	110 One Hundred Tenth Avenue, NE Suite 550 Bellevue, WA 98004

ARTICLE V

INCORPORATOR

The name and address of the incorporator signing these Articles of Incorporation are:

NAME	ADDRESS
Patricia Leiker	Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, WI 53202

ARTICLE VI

LIMITATION OF LIABILITY

No Director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or officer involving any act or omission of any such Director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of distributions in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director or officer of the corporation for acts or omissions prior to such repeal or modification.

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IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 3^rd day of September, 1999.

/s/ Patricia Leiker

Patricia Leiker

STATE OF WISCONSIN        )

                                                   ) ss.

COUNTY OF MILWAUKEE

On September 3, 1999, personally appeared before me, a Notary Public, Patricia Leiker, who acknowledged to me that she executed the foregoing Articles of Incorporation for Broadcast Software International Inc.

/s/ Brenda L. Lindsay

Brenda L. Lindsay, Notary Public

My commission expires 10/24/99

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EX-3.7

Exhibit 3.7

CODE OF BYLAWS OF

BROADCAST SOFTWARE INTERNATIONAL INC.

ARTICLE 1

Identification

Section 1.01. Name. The name of the Corporation is Broadcast Software International Inc.

Section 1.02. Resident Agent and Address. The name of the Resident Agent and the agent’s address (“Registered Office”) where process may be served upon the Corporation are: The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501. The Resident Agent shall maintain at the Registered Office:

(a) A copy certified by the Secretary of State of the Corporation’s Articles of Incorporation, and all amendments thereto;

(b) A copy certified by an Officer of the Corporation of its Bylaws and all amendments thereto; and

(c) A stock ledger or duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, if known, and the number of shares of stock held by them respectively. In lieu of the stock ledger or duplicate stock ledger, the agent may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger is kept.

Section 1.03. Other Offices. Other offices may at any time be established by the Board of Directors at any place or places within or without the State of Nevada where the Corporation is authorized to do business.

Section 1.04. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

ARTICLE 2

Capital Stock

Section 2.01. Consideration for Shares of Stock. The Corporation may issue and dispose of its authorized shares of stock for such consideration, as the Board of Directors determines is adequate.

Section 2.02. Certificates Representing Shares of Stock. Each holder of the capital stock of the Corporation shall be entitled to a certificate signed by the Executive Chairman, President or a Vice President, and the Secretary or an Assistant Secretary of the Corporation, and sealed with the seal of the Corporation, certifying the number of shares of stock owned by the holder in the Corporation.

Section 2.03. Transfer of Stock. The Corporation shall register a transfer of a stock certificate presented to it for transfer if the following conditions have been fulfilled:

(a) Endorsement. The certificate is properly endorsed by the registered holder or by the holder’s duly authorized attorney.

(b) Witnessing. The endorsement or endorsements are witnessed by one witness unless this requirement is waived by the Secretary of the Corporation.

(c) Adverse Claims. The Corporation has no notice of any adverse claims or has discharged any duty to inquire into any such claims.

(d) Collection of Taxes. There has been compliance with any applicable law relating to the collection of taxes.

ARTICLE 3

The Stockholders

Section 3.01. Place of Meetings. Meetings of the stockholders of the Corporation shall be held at 111 East Kilbourn Avenue, Suite 2700, Milwaukee, Wisconsin 53202 (the “Place of Meeting”), or at such other place as may be designated by the Executive Chairman or the Board of Directors, or by the written consent of all stockholders entitled to vote thereat given either before or after the meeting and filed with the Secretary of the Corporation.

Section 3.02. Annual Meeting. The annual meeting of the stockholders shall be held on the date and time and at the place set by the board of directors. Failure to hold the annual meeting shall not cause a forfeiture or dissolution of the Corporation.

Section 3.03. Special Meetings. Special meetings of the stockholders may be called by the Executive Chairman, the Board of Directors, or the holder or holders of not less than one-tenth of all the shares of stock entitled to vote at the meeting.

Section 3.04. Notice of Meetings – Waiver. Written notice stating the place, day and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10), nor more than fifty (50) days before the date of the meeting, either personally, or by mail, or by other means of written communication, charges prepaid, by or at the direction of the Executive Chairman, the Secretary, or the Officer or persons calling the meeting, to each registered holder entitled to vote at such meeting. If mailed, such notice shall be considered to be delivered when deposited in the United States mail addressed to the registered holder at the holder’s address as it appears on the stock transfer books of the Corporation, with postage prepaid. If a stockholder gives no address, notice shall be deemed to have been given if sent by mail or other written communication addressed to the Resident Agent of the Corporation, or if published at least once in some newspaper of

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general circulation in the county in which said office is located. Waiver by a stockholder in writing of notice of a stockholders’ meeting, shall be equivalent to giving such notice. Attendance by a stockholder, without objection to the notice, whether in person or by proxy, at a stockholders’ meeting shall constitute a waiver of notice of the meeting.

Section 3.05. Quorum. A majority of the shares of stock entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. The stockholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 3.06. Adjourned Meeting and Notice Thereof. Any stockholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares of stock, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting.

When any stockholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken.

Section 3.07. Entry of Notice. An entry in the minutes of any meeting of stockholders, whether annual or special, to the effect that notice has been duly given, shall be conclusive and incontrovertible evidence that due notice of such meeting was given to all stockholders as required by law and these Bylaws.

Section 3.08. Voting. Except as otherwise provided by law, only persons in whose names shares of stock entitled to vote stand on the stock records of the Corporation on the day three (3) days prior to any meeting of stockholders, or, if, a record date for voting purposes is fixed as provided in Article 6, Section 6.01, of these Bylaws, then on such record date, shall be entitled to vote at such meeting.

The vote of the stockholders shall mean the unanimous written action or ratification of action of the stockholders or the vote of a majority of the voting power of the stockholders present in person or by proxy at a telephone or other meeting of the stockholders, having a quorum and called upon proper notice or waiver of notice.

Section 3.09. Consent of Absentees. The transactions of any meeting of stockholders, either annual or special and however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy and if, either before or after the meeting, each of the stockholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof, all such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.10. Action or Ratification of Action Without Meeting. Any action which may be taken or ratified at a meeting of the stockholders, may be taken or ratified without a meeting if authorized by unanimous written consent of the stockholders and such writing is filed with the Secretary of the Corporation.

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Section 3.11. Proxies. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or the person’s duly authorized agent and reasonable evidence of which is filed with the Secretary of the Corporation; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless the person executing it specified therein the length of time for which such proxy is to continue in force, which in no event shall exceed seven (7) years from the date of its execution.

Section 3.12. Telephone Meetings. Stockholders may participate in a meeting of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear and be heard by each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 3.13. Definition of “Stockholder”. As used in these Bylaws, the term “stockholder”, and any term of like import, shall include all persons entitled to vote the shares of stock held by a stockholder, unless the context in which such term is used indicates that a different meaning is intended.

ARTICLE 4

The Board of Directors

Section 4.01. Number of Directors. The Board of Directors of the Corporation shall consist of four (4) members. The members of the Board of Directors need not be stockholders. The number of members of the Board of Directors may be increased or decreased from time to time as provided in Section 4.02 below.

Section 4.02. Increase or Decrease of Directors. The number of Directors of the Corporation may be increased or decreased from time to time, at a meeting of the stockholders, by the affirmative vote of a majority of the issued and outstanding shares of stock of the Corporation; provided, however, that the Board shall consist of not more than twenty-one (21) members, and of less than three (3) members only if all of the issued and outstanding shares of stock of the Corporation are owned beneficially and of record by less than three (3) stockholders, in which case the number of Directors may be less than three (3), but not less than the number of beneficial and record owners of shares of stock. This Section of the Code of Bylaws may be amended only by the affirmative vote at a meeting of the stockholders, of a majority of the issued and outstanding shares of stock of the Corporation.

Section 4.03. Election. Members of the initial Board of Directors shall hold office until the first annual meeting of stockholders or until their successors shall have been elected and qualified. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect Directors to hold office until the next succeeding annual meeting. If any such annual meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting of the stockholders held for that purpose. Each Director shall hold office for the term for which the Director is elected or until the Director’s successor shall be elected and qualified.

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Section 4.04. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Directors, or if the authorized number of Directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting, or if a vacancy is declared by the Board of Directors for any reason permitted by law.

The stockholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director’s term of office.

Section 4.05. Place of Meetings. Immediately after the annual meeting of the stockholders, at the same place as the meeting of the stockholders, the Board of Directors shall meet each year for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for this annual meeting shall be necessary unless the meeting is to be held at a place other than the Place of Meeting provided in Section 3.01, in which case notice of the place of the meeting shall be given as provided in Section 4.07.

Section 4.06. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places within or without the State of Nevada as may be designated from time to time by resolution of the Board or by written consent of all members of the Board. No notice of any kind to members of the Board for these regular meetings shall be necessary unless the meeting is to be held at a place other than the Place of Meeting provided in Section 3.01, in which case notice of the place of the meeting shall be given as provided in Section 4.07.

Section 4.07. Other Meetings. Other meetings of the Board of Directors for any purpose or purposes may be held at any time upon call by the Executive Chairman or, if the Executive Chairman is absent or unable to or refuses to act, by any Vice President or by any two (2) Directors. Such meetings may be held at any place within or without the State of Nevada as may be designated from time to time by resolution of the Board or by written consent of all members of the Board.

Written notice of the time and place of other meetings shall be delivered personally to each Director or sent to each Director by mail or other form of written communication, charges prepaid, addressed to the Director at the Director’s address as it is shown upon the records of the

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Corporation or, if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States Mail at least one hundred twenty (120) hours prior to the time of the holding of the meeting. In case such notice is personally delivered, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing or delivery as above provided shall constitute due, legal and personal notice to such Director.

Section 4.08. Notice of Adjourned Meetings. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.

Section 4.09. Entry of Notice. An entry in the minutes of any special meeting of the Board of Directors to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such special meeting was given to all Directors as required by law and by these Bylaws.

Section 4.10. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.11. Quorum. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting, duly held at which a quorum is present, shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.

Section 4.12. Adjournment. A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors’ meeting either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Section 4.13. Action Without Meeting. Any action which may be taken or ratified at a meeting of the Board of Directors may be taken or ratified without a meeting if all members of the Board of Directors shall individually or collectively consent, in writing, to such action. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 4.14. Telephone Meetings. Members of the board of directors or of any committee designated by the board may participate in a meeting of the board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear and be heard by each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

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Section 4.15. Voting. The vote of the directors shall mean the unanimous written action or ratification of action of the directors or the vote of a majority of the voting power of the directors present in person or by proxy at a telephone or other meeting of the directors, having a quorum and called upon proper notice or waiver of notice.

Section 4.16. Fees and Compensation. Directors shall not receive any stated salary for their services as Directors or as members of committees, but, by resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed to Directors for such services. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an Officer, agent, employee or otherwise, and receiving compensation therefor.

Section 4.17. Indemnification of Directors, Officers and Employees. The Corporation may indemnify any person who was or is, or is threatened to be made, a party to any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that he is or was a Director, officer, or employee of the Corporation, against any costs or expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action, suit, or proceeding, if (i) he acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the Corporation and if (ii) with respect to any criminal action or proceeding, he did not have reasonable cause to believe that his conduct was unlawful; provided, however, that no indemnification shall be made with respect to any claim, issue, or matter arising from any action by or in the name of the Corporation with respect to which the person is adjudged liable for negligence or misconduct in the performance of his duty to the Corporation (unless, and only to the extent that, the court in which such action was brought determines, upon application, that despite the adjudication of liability, but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs and expenses which the court shall deem proper). The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, did have reasonable cause to believe that his conduct was unlawful.

To the extent that a Director, officer, or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding to which this Section is applicable, or in defense of any claim, issue or matter therein, he shall be indemnified against the costs and expenses, including attorneys’ fees, actually and reasonably incurred by him in connection therewith.

Unless ordered by a court, any indemnification under this Section shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, or employee is proper under the circumstances because he has met the applicable standard of conduct set forth herein. This determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties of such action, suit, or proceeding, or (ii) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion to the Board of directors, or (iii) by the stockholders of the Corporation.

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Section 4.18. Powers of Directors. Subject to limitations of the Articles of Incorporation, of these Bylaws, and of applicable law as to action to be authorized or approved by the stockholders and subject to the duties of Directors as prescribed by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to-wit:

First: To select and remove all Officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the Bylaws, fix their compensation, and require from them security for faithful service.

Second: To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefor not inconsistent with law, with the Articles of Incorporation or these Bylaws, as they may deem best.

Third: To change the Resident Agent or the Registered Office; to change the Place of Meeting provided in Section 3.01; to fix and locate from time to time one or more other offices of the Corporation, within or without the State of Nevada as provided in Article 1, Section 1.03, hereof; to designate any place within or without the State of Nevada for the holding of any stockholders’ meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

Fourth: To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

Fifth: To authorize the issue of shares of stock of the Corporation for such consideration as the Board of Directors determines is adequate.

Sixth: To adopt and administer, or provide for the administration of, employee stock purchase plans, employee stock option plans and any other plans or arrangements whereby Directors, Officers, employees or agents of the Corporation or any other entity may be entitled to acquire authorized but unissued or treasury stock or other securities of the Corporation, upon such terms and conditions as may from time to time be permitted by law.

Seventh: To appoint an Executive Committee and other committees, and to delegate to such Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except the power to declare distributions and to adopt, amend or repeal Bylaws. The Board of Directors shall have the power to prescribe the manner in which proceedings of the Executive Committee and other committees shall be conducted. The committees shall keep regular minutes of their meetings and report the same to the Board when required. Any such Executive Committee shall be composed of two (2) or more Directors.

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Eighth: To lend money in furtherance of any of the purposes of the Corporation; to invest the funds of the Corporation from time to time; and to take and hold any property as security for the payment of funds so loaned or invested.

Ninth: To lend money to employees, Officers and Directors, and to otherwise assist employees, Officers and Directors. A loan to a member of the Board of Directors shall be made only upon the approval of a majority of the Board of Directors excluding the Director to whom the loan is to be made.

Tenth: To declare distributions upon the capital stock of the Corporation in cash, in property, or in shares of the capital stock, subject to the limitation of the Articles of Incorporation and of applicable law. Before payment of any distribution, there may be set aside out of the funds of the Corporation available for distributions, such sum or sums as the Directors, from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interests of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE 5

The Officers

Section 5.01. Officers. The Officers of the Corporation shall be an Executive Chairman, a President, a Secretary and a Chief Financial Officer/Treasurer, and each of them shall be appointed by the Board of Directors. The Corporation may also have such other executive officers, including one (1) or more Vice Presidents, one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers, as may be appointed by the Board of Directors, and such subordinate Officers as may be appointed in accordance with the provisions of Section 5.03 of this Article 5. Officers need not be Directors. One person may hold two (2) or more offices, except those of President and Secretary. However, if the Corporation only has one stockholder, then one person may hold the offices of both President and Secretary.

Section 5.02. Election. The Officers of the Corporation, except such Officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until the Officer shall resign or shall be removed or otherwise disqualified to serve, or the Officer’s successor shall be elected and qualified to serve; provided that Officers may be appointed at any time by the Board of Directors, or, as permitted by Section 5.03 of this Article, by the President, for the purpose of initially filling an office or filling a newly created or vacant office.

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Section 5.03. Subordinate Officers. The Board of Directors may appoint, and may empower the President to appoint, such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Section 5.04. Removal and Resignation. Any Officer may, subject to any contractual arrangements between the Officer and the Corporation, be removed, either with or without cause, by a majority of the Directors in office at the time, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 5.06. Executive Chairman. The Executive Chairman shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign certificates for shares of the Corporation’s capital stock and deeds, mortgages, bonds, contracts, or other instruments necessary or proper to be executed in the course of the Corporation’s regular business or which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Executive Chairman and such other duties as may be prescribed by the Board of Directors from time to time. Except as otherwise provided by Nevada law or the Board of Directors, the Executive Chairman may authorize any President, Vice President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his place and stead.

Section 5.07. President. The President shall be the chief executive officer of the Corporation. The President shall, in the absence of the Executive Chairman, preside at all meetings of the shareholders and of the Board of Directors. In the absence of the Executive Chairman or in the event of his death, inability or refusal to act, the President shall perform the duties of the Executive Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Executive Chairman. The President may sign certificates for shares of the Corporation’s capital stock and deeds, mortgages, bonds, contracts, or other instruments necessary or proper to be executed in the course of the Corporation’s regular business or which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of

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president and such other duties as may be prescribed by the Board of Directors from time to time. Except as otherwise provided by Nevada law or the Board of Directors, the President may authorize any Vice President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his place and stead.

Section 5.08. Vice-Presidents. In the absence of a President or in the event of his death, inability or refusal to act, the Vice-President, if one has been elected (or in the event that there is more than one Vice-President, the Vice-Presidents in the order designated at the time of their appointment, or in the absence of any designation, then in the order of their appointment), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign certificates for shares of the Corporation’s capital stock, the issuance of which have been authorized by resolution of the Board of Directors; and shall perform such other duties as from time to time may be assigned to him by the Executive Chairman or by the Board of Directors.

Section 5.09. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by Nevada law; (c) be custodian of the corporate records and of any seal of the Corporation and, if there is a seal of the Corporation, see that it is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) when requested or required, authenticate any records of the Corporation; (e) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder or delegate that responsibility to a stock transfer agent approved by the Board of Directors; (f) sign, with the Executive Chairman, the President or a Vice President, certificates for shares of the Corporation’s capital stock, the issuance of which has been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the Corporation; and (h) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the Executive Chairman or by the Board of Directors.

Section 5.10. The Chief Financial Officer and Treasurer. The Chief Financial Officer and Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected by the Board of Directors; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the Executive Chairman or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall require.

Section 5.11. Corporate Bank Accounts. Bank accounts in the name of the Corporation may be opened without the approval of the Board of Directors if opened with the consent of both the President and Treasurer of the Corporation. The Treasurer shall inform the Board of Directors of any bank account opened by the President and Treasurer of the Corporation pursuant to the authority granted in this section at the next meeting of the Board of Directors.

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Section 5.12. Transfers of Authority. In case of the absence of any Officer of the Corporation, or for any reason that the Board of Directors may consider sufficient, the Board of Directors may transfer the powers or duties of that Officer to any other Officer or to any Director or employee of the Corporation, provided a majority of the full Board of Directors concurs.

Section 5.13. Resident Agent and Registered Office. The Resident Agent and/or Registered Office of the Corporation may be changed by two Officers, one of whom must be either the Executive Chairman, President or the Secretary of the Corporation, without the approval of the Board of Directors. One of the Officers shall inform the Board of Directors of any change pursuant to the authority granted in this section at the next meeting of the Board of Directors.

ARTICLE 6

Miscellaneous

Section 6.01. Record Date and Closing Stock Books. The Board of Directors may fix a time in the future, as a record date for the determination of the stockholders entitled to notice of and to vote at any meeting of stockholders, or entitled to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion or exchange of shares of stock. The record date so fixed shall not be more than fifty (50) days prior to the date of the meeting or event for the purposes of which it is fixed. When a record date is so fixed, only stockholders of record on that date shall be entitled to notice of and to vote at the meeting, or to receive the dividend, distribution or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares of stock on the books of the Corporation after the record date. The Board of Directors may close the books of the Corporation against transfers of shares of stock during the whole or any part of any such fifty (50) day period.

Section 6.02. Inspection of Corporate Records. The stock ledger or duplicate stock ledger, the books of account and minutes of proceedings of the stockholders and the Board of Directors and the Executive Committee, if any, shall be open to inspection upon the written demand of any stockholder or holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to the interests of the holder as a stockholder or as the holder of a voting trust certificate, and shall be exhibited at any time when required by the demand at any stockholders’ meeting of ten percent (10%) of the shares of stock represented at the meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand of inspection other than at a stockholders’ meeting shall be made in writing upon the President, Secretary or Assistant Secretary or general manager, if any, of the Corporation.

Section 6.03. Checks, Drafts, Etc. All checks, drafts, bonds, bill of exchange, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

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Section 6.04. Contracts, Etc., How Executed. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument or document in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. No Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount except as specifically authorized in these Bylaws or by the Board of Directors in accordance with these Bylaws.

Section 6.05. Certificates of Stock. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each stockholder when any such shares of stock are fully paid up. All such certificates shall be signed by the Executive Chairman, the President or a Vice President and the Secretary or an Assistant Secretary, or be authenticated by facsimiles of the signatures of the Executive Chairman and Secretary or by a facsimile of the signature of the Executive Chairman and the written signature of the Secretary or an Assistant Secretary. Before it becomes effective every certificate authenticated by a facsimile of a signature must be counter signed by a transfer agent or transfer clerk and registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers, as required or permitted by law.

In case any Officer or Officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such Officer or Officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be the Officer or Officers of such Corporation.

Section 6.06. Lost Certificates of Stock. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, or stolen, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion, and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the owner’s legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 6.07. Representation of Shares of Stock of Other Corporations. The Executive Chairman, President or any Vice President and the Secretary or any Assistant Secretary of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of stock of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said Officers to vote or represent on behalf of this Corporation any and all shares of stock held by this Corporation in any other corporation or corporations may be exercised either by such Officers in person or by any persons authorized so to do by proxy or power of attorney duly executed by said Officers.

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Section 6.08. Inspection of Bylaws. The Corporation shall keep at the Registered Office the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the stockholders at all reasonable times during office hours.

Section 6.09. Conflict. In the event of any conflict between any provision in these Bylaws and in the Corporation’s Articles of Incorporation, the provision in the Articles shall control.

ARTICLE 7

Amendments

Section 7.01. Power of Stockholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written assent of stockholders entitled to exercise a majority of the voting power of the Corporation, except as otherwise provided by law or by the Articles of Incorporation.

Section 7.02. Power of Directors. Subject to the right of stockholders as provided in Section 7.01 of this Article 7 to adopt, amend or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors; provided, however, that a Bylaw or amendment thereof changing the authorized number of Directors may be adopted, amended or repealed only by the stockholders, except that if a flexible number of Directors is authorized by the Articles of Incorporation or these Bylaws, a Bylaw or amendment thereof fixing the exact number of Directors within the limits specified in the Articles of Incorporation or these Bylaws may be adopted, amended or repealed by the Board of Directors.

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EX-3.8

Exhibit 3.8

Articles of Organization

Limited-Liability Company

(PURSUANT TO NRS 86)

Important: Read attached instructions before completing form.                     ABOVE SPACE IS FOR OFFICE USE ONLY
1.       Name of Limited Liability Company:	Cumulus Broadcasting LLC
2.       Resident Agent Name and Street Address: (must be a Nevada address where process may be served)	National Registered Agents, Inc. of NV
	Name
	1000 East William Street, Suite 204	Carson City	NEVADA	89701
	Physical Street Address	City		Zip Code
	Additional Mailing Address	City	State	Zip Code
3.       Dissolution Date: (OPTIONAL–see instructions)	Latest date upon which the company is to dissolve (if existence is not perpetual):             Perpetual
4.        Management: (check one)	Company shall be managed by     X         Manager(s) OR                      Members
5.       Names, Addresses of Manager(s) or Members: (attach additional pages as necessary)	Lewis W. Dickey, Jr.
	Name
	3535 Piedmont Road, Bldg. 14, Suite 1400	Atlanta	GA	30305
	Address	City	State	Zip Code
	Name
	Address	City	State	Zip Code
	Name
	Address	City	State	Zip Code
6.       Names, Addresses and Signatures of Organizers: (if more than one organizer, please attach additional page)	Richard S. Denning
	Name	Signature
	3535 Piedmont Road, Bldg. 14, Suite 1400	Atlanta	GA	30305
	Address	City	State	Zip Code
7.       Certificate of Acceptance of appointment of Resident Agent:	National Registered Agents, Inc. of NV
	I hereby accept appointment as Resident Agent for the above named limited liability company.
	Charles Coyle-Asst. Secy.		12-24-2003
	Authorized Signature of R.A. or On Behalf of R.A. Company		Date

ADDITIONAL INFORMATION AS REQUIRED PURSUANT TO

NRS §§ 92A.205(4) AND 92A.240

8.       Name of Constituent Entity	Cumulus Broadcasting, Inc.
9.       Jurisdiction of Constituent Entity	Nevada
10.     Effective Date	Date on which existence of Cumulus Broadcasting LLC is to begin: December 31, 2003 at 8:58 p.m. Pacific Time (11:58 p.m. Eastern Time)

EX-3.9

Exhibit 3.9

LIMITED-LIABILITY COMPANY OPERATING AGREEMENT

OF

CUMULUS BROADCASTING LLC

A NEVADA LIMITED-LIABILITY COMPANY

Dated as of

December 31, 2003

LIMITED-LIABILITY COMPANY OPERATING AGREEMENT

This Limited-Liability Company Operating Agreement (this “Agreement”), entered into as of December 31, 2003, is made by CUMULUS MEDIA INC., a Delaware corporation (“CMI”), being the sole member (the “Sole Member”) of Cumulus Broadcasting LLC, a Nevada limited-liability company (the “Company”).

WHEREAS, CMI has caused the Company to be organized and desires to enter into this Agreement to provide certain terms for the governance of the Company and the conduct of its business.

NOW, THEREFORE, it is agreed as follows:

ARTICLE I

DEFINITIONS

I.1 Definitions. The following terms shall have the following meanings for all purposes of this Agreement:

“Act” shall mean the Nevada Limited-Liability Company Act (Nevada Revised Statutes Annotated, Title 7, '' 86.011, et seq.) and any successor thereto, collectively and as from time to time amended and in effect.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, or the ownership, directly or indirectly, of at least 50% of the voting securities of such Person.

“Agreement” shall mean this Limited-Liability Company Operating Agreement, as originally executed and as amended from time to time.

“Bankrupt Member” has the meaning specified in Section 7.7.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. References to specific sections of the Code shall be deemed to include references to corresponding provisions of any successor thereto, collectively and as from time to time amended and in effect.

“Company” shall mean Cumulus Broadcasting LLC, a Nevada limited-liability company.

“Contractual Obligation” shall mean, with respect to any Person, any contract, agreement, deed, mortgage, lease, license, commitment or understanding, by which the Person is bound.

“Fiscal Year” shall have the meaning set forth in Section 8.1.

“CMI” shall mean Cumulus Media Inc., a Delaware corporation.

“Governmental Authority” means any court, government (federal, state, local or foreign), department, commission, board, agency, official or other regulatory, administrative, judicial or governmental authority.

“Indemnified Persons” shall have the meaning set forth in Section 4.5 hereof.

“Interest” shall mean each Member’s entire interest as a Member in the Company including any and all rights and benefits to which the Member may be entitled under this Agreement and the obligations of the Member under this Agreement.

“Legal Requirement” shall mean any federal, state, local or foreign law, statute, standard, ordinance, code, order, rule, regulation, resolution or promulgation, or any order, judgment, requirement or decree of or binding agreement with any Governmental Authority, or any applicable license, franchise, permit or similar right granted under any of the foregoing, or any similar provision having the force and effect of law.

“Liquidating Agent” has the meaning specified in Section 7.3.1.

“Member” shall mean a member of the Company within the meaning of the Act, and its respective permitted successors in interest, or such other Persons that hereafter are admitted as a substitute or additional Member and are then the owner of an Interest; provided however, that no Person shall be deemed to be a Member prior to the effective date of such Person’s admission as a Member or after the earlier of the effective date of such Member’s bankruptcy (as events of bankruptcy are defined in Section 86.031 of the Act or any successor provision thereto) or dissolution or, with respect to any Member, any other event under the Act which terminates the continued membership of a member of a limited liability company.

“Membership Percentage” shall mean each Member’s percentage interest in the Company (expressed as a percentage of the whole), which initially shall be 100% for CMI.

“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

“Tax Matters Partner” has the meaning specified in Section 8.5.1.

“Transfer” shall mean any sale, assignment, pledge, hypothecation, encumbrance, disposition, transfer (including, without limitation, a transfer by will or intestate distribution), gift or attempt to create or grant a security interest in any Interest or any other interest therein or any portion thereof, whether voluntary or involuntary, by operation of law or otherwise; provided, however, that “Transfer” shall not include any of the foregoing in favor of JPMorgan Chase Bank, as Administrative Agent (including its successors), as collateral security under the Credit Agreement for Cumulus Media Inc. dated March 28, 2002, as amended and restated as of April 28, 2003.

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I.2 Interpretation. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number, and vice versa, unless the context shall otherwise indicate. References to Articles, Sections and other subdivisions of this Agreement and Schedules, Appendices and Exhibits to this Agreement are to the Articles, Sections and other subdivisions of, and the Schedules, Appendices and Exhibits to, this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

II.1 Name and Formation. The name of the Company is “Cumulus Broadcasting LLC”. The Company is a limited-liability company organized under the Act. The Company was organized as part of the conversion of Cumulus Broadcasting, Inc., into the Company pursuant to the Nevada Mergers and Exchanges of Interest Act (the “Predecessor Company”). The Company shall have the liability for the obligations of the Predecessor Company to the extent set forth in the Plan of Merger attached to the Articles of Conversion filed in connection with such conversion and as provided by Nevada Law. The Sole Member hereby ratifies and confirms the filing of the Company’s Articles of Organization with the Secretary of State of the State of Nevada on December 31, 2003, pursuant to which the Company became duly authorized and formed under the Act. The Company is a separate legal entity. The Company and all Interests in the Company will be governed by this Agreement and, except as modified by this Agreement, by the Act.

II.2 Interests. The Company will have a single class of Members. The Interests of Members are personal property and a Member has no interest in specific property of the Company. The Interests will have the preferences, rights, limitations and restrictions as set forth in this Agreement and except for possible different percentages of ownership evidenced thereby all Interests will be of equal standing, and there will be no preferences, rights, limitations or restrictions among or between them. Interests in the Company shall be represented by units, which shall be evidenced by certificates, in a form approved by the Members, and shall be deemed a medium for investment and a “security” governed by Article 8 of the Uniform Commercial Code as such Article has been adopted in Nevada (as such term is defined in Section 9-102 of the Uniform Commercial Code).

II.3 Offices. The Company’s initial registered office shall be at the office of National Registered Agents, Inc. of NV at 1000 East William St., Suite 204, Carson City, Nevada, 89701. The Company may have such offices or places of business, either within or without the State of Nevada, as the Members may designate or as the business of the Company may from time to time require. The registered office and the registered agent may be changed from time to time by action of the Members and by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Nevada pursuant to the Act.

II.4 Term of the Company. The Company’s existence shall commence on the date when the original Articles of Organization was filed with the Secretary of State of the State of Nevada and shall be perpetual.

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II.5 Business Purpose. The Company is organized for any lawful purpose, except insurance.

II.6 Foreign Qualification; Fictitious Business Name Statement; Other Certificates. The officers of the Company promptly shall execute, deliver and file, where required, all certificates, consents to and appointments of agents for service of process, and other documents or instruments and perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Members shall deem necessary or appropriate in connection with the business of the Company. The officers of the Company shall file, from time to time, such fictitious or trade name statements or certificates in such jurisdictions and offices as the Company considers necessary or appropriate. The officers of the Company also shall file, from time to time, such certificates of amendment, certificates of cancellation, or other certificates as the Members deem necessary under the Act or under the laws of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Members.

ARTICLE III

ORIGINAL MEMBERS CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS

III.1 Capital Contributions. CMI was deemed admitted as the member of the Company as of the effective date of this Agreement. CMI shall have the sole capital account of the Company effective as of the date of this Agreement.

III.2 Partnership Classification for Tax Purposes. Each Member recognizes and intends that for federal income tax purposes the Company will be classified as a partnership and that the Tax Matters Partner shall make any election by the Company necessary for such treatment.

ARTICLE IV

MANAGEMENT

IV.1 Management by Managers.

(a) Board of Managers. The business and affairs of the Company shall be managed by or under the direction of a board of one or more Managers designated by the Members (the “Board”). The Members in their sole and absolute discretion may determine at any time the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion. The initial number of Managers shall be one. Each Manager shall hold office until a successor is designated by the Members or until such Manager’s earlier death, resignation or removal. Managers need not be Members. The initial Manager of the Company designated by the Members is: Lewis W. Dickey, Jr.

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(b) Powers; Duties. The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein. The Board of Managers has the authority to bind the Company. The Managers shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Nevada.

(c) Meeting of the Board of Managers. The Board of Managers of the Company may hold meetings, both regular and special, within or outside the State of Nevada. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any Manager.

(d) Quorum; Acts of the Board. At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing.

(e) Electronic Communications. Managers may participate in meetings of the Board by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

(f) Compensation of Managers; Expenses. The Board shall have the authority to fix the compensation of the Managers. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

(g) Removal of Managers. Unless otherwise restricted by law, any Manager may be removed, with or without cause, by the Members, and, any vacancy caused by any such removal may be filled by action of the Members.

(h) Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company.

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IV.2 Officers and Other Employees.

IV.2.1 Generally. The officers of the Company shall be designated from time to time by the Board of Managers, and such officers shall have such duties as the Board of Managers may designate. Such officer may hold such additional titles and designations as the Board may establish from time to time. Any number of offices may be held by the same Person. Initially such officers shall include: Lewis W. Dickey, Jr. as Chairman, President and Chief Executive Officer, John G. Pinch as Executive Vice President and Chief Operating Officer, Martin G. Gausvik as Executive Vice President, Chief Financial Officer and Treasurer, John W. Dickey as Executive Vice President and Richard S. Denning as Vice President, General Counsel and Corporate Secretary.

IV.2.2 Compensation. Unless otherwise agreed, the Board of Managers shall fix the compensation of all officers of the Company.

IV.2.3 Succession. The officers of the Company shall hold office until their successors are elected and qualified unless the Board of Managers specifies otherwise. Any officer elected or appointed by the Board of Managers may be removed at any time by the affirmative vote of a majority of the Board of Managers and any vacancy occurring in any office of the Company may be filled by the Board of Managers.

IV.2.4 Authority and Duties.

(a) Each officer or employee of the Company, when acting solely with respect to such position and not with respect to any other capacity or position such Person may have as a representative of a Member, shall owe to the Company, but not to any Member, all such duties (fiduciary or otherwise) as are imposed upon such an officer or employee of a Delaware corporation. Without limitation of the foregoing, each officer and employee in any dealings with a Member or any of its Affiliates shall have a duty to act in good faith and to deal fairly. Notwithstanding the foregoing, each officer or employee of the Company may also serve as an officer, director or employee of a Member or any Affiliate thereof; provided, however, that each such officer or employee shall devote such time to the Company as is necessary to discharge such officer’s or employee’s obligations to the Company.

(b) Each of the officers of the Company shall have such authority and shall perform such duties as are stated in this Agreement, or as may otherwise be specified by an action of the Board of Managers in a resolution which is not inconsistent with this Agreement. In furtherance of the foregoing the officers set forth below shall have the authority and duties specified below.

(i) President. The President shall be responsible for the active management and direction of the business and affairs of the Company and general supervision over its officers. The President shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Managers, (a) to execute, on behalf of the Company, all duly authorized Contractual Obligations of the Company, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Company, in accordance with the Board of

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Managers’ directions, in person or by proxy, at any meeting of securityholders (or with respect to any action of such securityholders) of any other corporation in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities of such other corporation. In addition, the President may delegate to other officers, employees and agents of the Company the power and authority to take any action which the President is authorized to take under this Section 4.2, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated.

(ii) Vice President. Each Vice President, however titled, shall perform such duties and services and shall have such authority and responsibilities as shall be assigned to or required from time to time by the Board of Managers or the President.

(iii) Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Managers and record all proceedings of the meetings of the Board of Managers when requested by the Board of Managers or the President. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Managers. The Secretary shall perform such duties as may be prescribed by the Board of Managers or the President. The Secretary shall keep and account for all books, documents, papers and records of the Company except those for which some other officer or agent has been designated or is otherwise properly accountable. Assistant Secretaries, in the order of their seniority, shall assist the Secretary and, if the Secretary is unavailable or fails to act, perform the duties and exercise the authorities of the Secretary.

(iv) Treasurer and Assistant Treasurers. The Treasurer shall have the custody of the funds and securities belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Treasurer with the prior approval of the Board of Managers. The Treasurer shall disburse the funds and pledge the credit of the Company as may be directed by the Board of Managers and shall render to the Board of Managers and the President and Chief Executive Officer, as and when required by them, or any of them, an account of all transactions by the Treasurer. Assistant Treasurers, in the order of their seniority, shall assist the Treasurer and, if the Treasurer is unable or fails to act, perform the duties and exercise the powers of the Treasurer.

IV.3 Specific Authority of the Officers. The authority of the officers to conduct the day-to-day business and affairs of the Company will at all times be subject to the authorization granted by the Members under this Agreement.

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IV.4 Power of Attorney.

(a) Each Member by its signature below irrevocably makes, constitutes and appoints the President and all Vice Presidents of the Company, and each of them, his or its true and lawful attorney in his or its name, place and stead, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the Members to (a) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (b) enable the Company to conduct its business or (c) comply with any applicable Legal Requirement in connection with the Company’s conduct of its business.

(b) It is expressly intended by each Member that the foregoing power of attorney is a special power of attorney coupled with an interest in favor of each of those appointed as attorney-in-fact on his or its behalf, and as such shall be irrevocable and shall survive such Member’s merger, dissolution, other termination of existence or bankruptcy.

(c) Each Member will promptly execute such instruments as the President of the Company determines to be appropriate to evidence the authority of the officers of the Company to consummate any transaction permitted by, and authorized in accordance with, this Agreement.

4.4 Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Members nor any Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or manager of the Company.

4.5 Indemnity of the Members and Managers.

(a) To the full extent permitted by the Act, the Company, to the extent of its assets legally available for that purpose, will indemnify, defend and hold harmless the Members, Managers, and any member, partner, shareholder, director, officer, agent, Affiliate and professional or other advisor of any of them (collectively, the “Indemnified Persons”) from and against any and all loss, cost, damage, expense (including without limitation fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Company, except to the extent that it is finally judicially determined that such indemnified losses arise out of or were related to actions of such Indemnified Person constituting (a) bad faith, fraud, violation of Legal Requirements or intentional misconduct or (b) breach of this Agreement. The Company may pay in advance or reimburse reasonable expenses incurred by the Indemnified Person, including advancing reasonable costs of defense, who is or is threatened to be named or made a defendant or a respondent in a proceeding concerning the business and affairs of the Company.

(b) To the extent future enactments or judicial decisions permit an expansion of the rights of indemnification afforded to the Members or Managers by the Company pursuant to this Section 4.5, then it is the Members’ express intention and agreement that this Section 4.5

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immediately and automatically will be amended so as to permit and authorize the indemnification of the Members and Managers by the Company to the maximum extent permitted by law. The officers of the Company and any Member or Manager, are authorized and empowered to execute, on behalf of all Members, such amendments to this Agreement as may be appropriate to give further effect to this Section 4.5.

4.6 Limitations on Indemnity. The Company, with the approval of all the Members, may indemnify any of the Indemnified Persons for any loss, cost, damage, expense or liability for which the Indemnified Persons would not be entitled to mandatory indemnification under Section 4.5. An Indemnified Person may waive the benefits of indemnification under Section 4.5, but only by an instrument in writing executed by such Indemnified Person.

The rights to indemnification under Section 4.5 are not exclusive of other rights which any Indemnified Person may otherwise have at law or in equity, including without limitation common law rights to indemnification or contribution. Nothing in this Section 4.6 will affect the rights or obligations of any Indemnified Person (or the limitations on those rights or obligations) under any other agreement or instrument to which that Indemnified Person is a party.

ARTICLE V

DIVISION OF PROFITS AND LOSSES

Each of the Members will own a Membership Interest in the Company. All profits and losses of the Company will be shared by each of the Members according to the percentage of interest each Member owns. A separate capital account will be maintained for each Member. No Member may make any withdrawals from capital without prior approval of the Company. If the capital account of the Member becomes impaired, such Member’s share of subsequent Company profits will be first credited to his capital account until that account has been restored.

ARTICLE VI

TRANSFER OF INTERESTS; WITHDRAWAL OF MEMBERS; PURCHASE OPTION

VI.1 Scope of this Agreement.

(a) The restrictions set forth in this Article VI shall apply to all Interests now owned or hereafter acquired by the Members, whether or not issued at the date of this Agreement, and no Transfer of any Interest shall take place except as provided in this Article VI.

VI.2 Conditions to Transfers.

(a) Any Transfer must receive the unanimous written consent of the Members, which consent may be withheld in their sole discretion, and must be effected with documentation approved in form and substance by the remaining Member. Such documentation shall include an agreement by the transferee to be bound by all of the terms and provisions of this Agreement including, without limitation, an acknowledgment and agreement that the Interest therein transferred shall be subject to the restrictions set forth in this Article VI.

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VI.3 Records of the Company; Void Transfers. The Company agrees that it will record the Transfer of Interests on its books only in accordance with the terms and conditions of this Agreement. Any purported Transfer of an Interest by a Member that is not in compliance with the terms and conditions of this Agreement will be null and void, and the Transferee under any such purported Transfer will acquire no title or ownership thereby.

VI.4 Withdrawal. Except as otherwise provided in this Article VI, no Member may resign from the Company or effect a partial or complete withdrawal from the Company or effect a voluntary dissolution or voluntary bankruptcy without first obtaining the written consent of the other Members.

ARTICLE VII

DISSOLUTION AND LIQUIDATION; APPOINTMENT OF NEW MEMBERS

VII.1 Dissolution. The Company will be dissolved upon the first to occur of the following events:

(a) the unanimous written agreement of all of the Members to dissolve the Company;

(b) the sale of all or substantially all the assets of the Company; and

(c) the entry of a decree of judicial dissolution under Section 86.495 of the Act.

VII.2 Certificate of Cancellation. In accordance with the Act, as soon as practicable upon the dissolution of the Company and the completion of the liquidation of the Company, the Members will cause to be executed and filed the Articles of Dissolution of the Company in such form as is prescribed by the Secretary of State of Nevada.

VII.3 Procedures.

VII.3.1 Liquidation of Assets. Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of the dissolution. A Person designated by the Members by unanimous consent or the Person required by law to wind up the Company’s affairs (the Members or such other Person being referred to herein as the “Liquidating Agent”) shall immediately proceed to wind up the affairs of the Company. The Members will continue to share profits and losses during the period of liquidation in accordance with Article V.

VII.3.2 Distribution of Assets. Following the payment of, or provision for, all debts and liabilities (including liabilities to Members who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions and the return of capital) of the Company and all expenses of liquidation, and subject to the right of the Liquidating Agent to set up such cash reserves as the Liquidating Agent may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds

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of the liquidation and any other funds (or other remaining assets) of the Company will be distributed in cash to the Members in accordance with their positive capital accounts, after reflecting final allocations, pursuant to Article V.

VII.3.3 No Recourse to Assets of Members. Each Member will look solely to the assets of the Company for all distributions with respect to the Company and such Member’s capital contributions thereto and share of profits or losses thereof, and will have no recourse therefore (upon dissolution of the Company or otherwise) against any other Member.

VII.4 Termination of the Company. Upon the completion of the liquidation of the Company and the distribution of all Company funds and other assets, the Company shall be deemed to be terminated and the Liquidating Agent will have the authority to take or cause to be taken such actions as are necessary or reasonable in order to obtain a certificate of cancellation of the Company as well as any and all other documents required by the Act or any other applicable law to effectuate the dissolution and termination of the Company.

VII.5 Election to Continue the Company. Notwithstanding any other provision of this Article VII, upon an event of dissolution described in Section 7.1(a), the Company shall be dissolved and wound-up and liquidated pursuant to this Article VII, unless the Members elect, by unanimous vote, within ninety (90) days after such event, to continue the business of the Company. Upon the election by the Members to continue the business of the Company, the continuing limited-liability company shall continue to be subject to the terms of this Agreement.

VII.6 Bankruptcy. In addition to any dissolution of the Company which would occur under Section 7.1(a), in the event that a Member shall become insolvent or shall have part of all of its property seized or subjected to any attachment that could reasonably be expected materially and adversely to affect its performance under this Agreement (the “Bankrupt Member”), a Member other than the Bankrupt Member, upon written notice to the Bankrupt Member, shall have the right to terminate this Agreement and to take such actions as are necessary to liquidate the assets of the Company and dissolve the Company as promptly as practicable.

ARTICLE VIII

FISCAL AND TAX MATTERS

VIII.1 Fiscal Year. The fiscal year of the Company will begin on the first day of January and end on the last day of December of each year, unless otherwise agreed to by the unanimous consent of all Members.

VIII.2 Deposits. All funds of the Company will be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Members may collectively select.

VIII.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Company will be signed by such officers agreed upon by the Members.

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VIII.4 Books and Records. The Company will keep or cause to be kept accurate and complete minutes and records of the meetings of the Members and books and records of account of the Company, which will be kept at the principal place of business of the Company or at such other places, within or without the State of Nevada, as the Members from time to time determine.

VIII.4.1 Right of Inspection. Any Member of the Company will have the right to examine at any reasonable time or times for any purpose, the minutes and records of the meetings of the Members and the books and records of account of the Company, and to make copies thereof. Upon the written request of any Member of the Company, the Company will cause to be mailed to such Member the most recent financial statements of the Company, showing in reasonable detail its assets and liabilities and the results of its operations. Such inspection may be made by any agent or duly appointed attorney of the Member making such request.

VIII.4.2 Financial Records. All books and records of account of the Company will be maintained and reported based upon generally accepted accounting principles in such form and in accordance with such procedures as agreed upon from time to time by the Members.

VIII.5 Tax Matters.

VIII.5.1 “Tax Matters Partner”. CMI will be the “Tax Matters Partner” (as defined in Section 6231 of the Code) until such time as a new Tax Matters Partner may be designated by the Members. The Tax Matters Partner is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith.

VIII.5.2 Cooperation. Each Member agrees to cooperate with the Tax Matters Partner and to do or refrain from doing any or all things reasonably requested by the Tax Matters Partner with respect to the conduct of such proceedings.

VIII.5.3 Filings. The Tax Matters Partner will arrange for the preparation and timely filing of all returns required to be filed by the Company and the distribution of Form K-1 or other similar forms to all Members.

ARTICLE IX

MISCELLANEOUS

IX.1 Notices.

All notices, demands, consents, approvals, requests or other communications which any of the parties to this Agreement may desire or be required to give hereunder (collectively, “Notices”) will be in writing and will be given by (a) personal delivery, (b) facsimile transmission, or (c) delivery to Federal Express or another nationally recognized overnight courier service, fees prepaid, addressed as follows:

If to CMI, to:

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Cumulus Media Inc.

3535 Piedmont Road

Building 14, Suite 1400

Atlanta, Georgia 30305

Attention:  Lewis W. Dickey, Jr.

Facsimile:  (404) 949-0740

Any party hereto may designate another addressee (and/or change its address) for Notices hereunder by a Notice given pursuant to this Section 9.1. A Notice sent in compliance with the provisions of this Section 9.1 will be deemed given on the date delivered personally or sent by facsimile or, if sent by courier, on the next business day following delivery to the courier service.

Whenever any Notice is required to be given by any Legal Requirement or this Agreement, a waiver thereof in writing, signed by the Person entitled to such Notice, whether before or after the time of the event for which Notice is to be given, shall be deemed equivalent to such Notice. Attendance of a Member at a meeting shall constitute a waiver of Notice of such meeting, except when such Member attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any Company business because the meeting has not been properly called or convened and does not further participate in the business of the meeting.

IX.2 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of parties hereto and their respective permitted successors and assigns. Neither this Agreement nor any right hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto.

IX.3 Extension Not a Waiver. No delay or omission in the exercise of any power, remedy or right herein provided or otherwise available to any party hereto will impair or affect the right of such party thereafter to exercise the same. Any extension of time or other indulgence granted to any party hereunder will not otherwise alter or affect any power, remedy or right of any other party hereto, or the obligations of the party to whom such extension or indulgence is granted.

IX.4 Entire Agreement. This Agreement sets forth the entire agreement between the parties relating to the subject matter hereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Amendments, variations, modifications or changes herein may be made effective and binding upon the parties hereto by, and only by, a written agreement duly executed by each Member, and any alleged amendment, variation, modification or change herein which is not so documented will not be effective as to any party hereto.

IX.5 Interpretation. Whenever reference is made in this Agreement to the Company doing or not doing an action, such reference shall imply on the Members an obligation to cause the Company to do or refrain from doing such action.

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IX.6 Governing Law. This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of Nevada, and without reference to its principles of conflicts of law.

IX.7 Termination. Upon dissolution of the Company or other termination of this Agreement, this Agreement shall terminate without any liability on the part of either party.

IX.8 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

IX.9 Waivers. The failure at any time of any Member to require performance by any other Member of any responsibility or obligation provided for in Agreement shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either Member or the Company of a breach of any provision of this Agreement by the other Member or the Company constitute a waiver of any succeeding breach of the same or any other obligation itself.

IX.10 Headings. The headings of all Articles and Sections contained in this Agreement are for convenience of reference only and do not form a part of this Agreement and shall not in any way affect the interpretation hereof.

IX.11 Payment Terms. All Members shall make any payments to other Members required hereunder net fifteen (15) days from the due date or date of the invoice in respect of such payments.

IX.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one and the same agreement.

IN WITNESS WHEREOF, the undersigned being all of the Members, have executed this Agreement as of the date and year first above written.

CUMULUS MEDIA INC.
By:	/s/ Richard S. Denning
	Name:  Richard S. Denning
	Title:    Vice President, General Counsel &              Secretary

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EX-3.10

Exhibit 3.10

CERTIFICATE OF FORMATION

OF

CUMULUS MEDIA PARTNERS, LLC

1. The name of the limited liability company is Cumulus Media Partners, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Cumulus Media Partners, LLC this 27th day of September, 2005.

/s/ Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.

Authorized Person

EX-3.11

Exhibit 3.11

LIMITED LIABILITY COMPANY

DECLARATION OF

CUMULUS MEDIA PARTNERS, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

Cumulus Media Holdings Inc. (the “Member”), is the sole member of Cumulus Media Partners, LLC, a limited liability company established under the laws of Delaware (the “Company”), and desires to terminate and replace the original Limited Liability Company Agreement, dated October 31, 2005, as amended, in its entirety with the following declarations effective August 1, 2011:

1. Formation. The Company has been organized as a limited liability company by filing a Certificate of Formation (the “Certificate”) under and pursuant to the general limited liability company law of the State of Delaware.

2. Name. The name of the Company is as provided in the heading above and all Company business must be conducted in that name or such other names that may be selected by the Member and that comply with applicable law.

3. Registered Office; Registered Agent; Offices. The registered office and registered agent of the Company in its state of organization shall be as specified in the Certificate or as designated by the Member in the manner provided by applicable law.

4. Purpose. The purpose of the Company is to engage in any and all businesses that are not forbidden by the law of the jurisdiction(s) in which the Company engages in such businesses.

5. Interest Units. The Member’s undivided interest in the profits, losses or distributions of the Company shall be represented by units (“Units”). Each Unit shall represent an interest in the profits, losses and distributions of the Company and shall be identical in all respects with every other Unit. The Units shall be uncertificated. The number of Units allocated to the Member is set forth on Exhibit A hereto. Exhibit A shall be updated, as necessary, from time to time by the Member.

6. Board of Managers.

6.1 Composition. The business and affairs of the Company shall be under the direction of a group of managers (collectively, the “Board of Managers” and individually, a “Manager”). Lewis W. Dickey, Jr. shall serve as the sole Manager until otherwise designated by the Member.

6.2 Quorum. At all meetings of the Board of Managers, a majority of the total number of Managers then in office shall constitute a quorum for the transaction of business, and the act of a majority of the Managers present at any meeting at which there is a quorum shall

be the act of the Board of Managers. If a quorum shall not be present at any meeting of the Board of Managers, the Managers present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

6.3 Written Action. Any action required or permitted to be taken at any meeting of the Board of Managers thereof may be taken without a meeting if all Managers, consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the Board of Managers.

6.4 Participation in Meetings by Telephone. The Managers may participate in a meeting of the Board of Managers by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

6.5 Authority of Management. Subject to certain actions requiring the consent of the Member, the Board of Managers will have the authority to (i) manage the affairs and business of the Company, (ii) exercise the authority and powers granted to the Company, and (iii) otherwise act in all other matters on behalf of the Company. Except as limited by this Declaration, the act of the Board of Managers, including, but not limited to, the execution in the name of the Company of any instrument or carrying on in the usual way the business and affairs of the Company, shall bind the Company. Notwithstanding anything provided for in this section, written consent of the Member will be required to: (i) dissolve the Company; (ii) merge or consolidate the Company with any other entity; (iii) sell, exchange, lease or otherwise transfer substantially all the assets of the Company; (iv) admit any new member to the Company; (v) amend the certificate of formation of the Company; (vi) approve a distribution from the Company; or (vii) take any other action that would otherwise require shareholder approval if the Company were a statutory corporation in the state of its organization.

7. Officers.

7.1 Number. The officers shall manage the day-to-day business of the Company. All officers shall be elected or appointed by the Board of Managers and may consist of a “Chief Executive Officer and President,” a “Chief Financial Officer and Treasurer,” and such other officers as set forth in this Declaration or as otherwise deemed necessary by the Board of Managers, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Managers. Any number of offices may be held by the same person.

7.2 Succession. The officers of the Company shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Managers may be removed at any time by the affirmative vote of a majority of the Board of Managers. Any vacancy occurring in any office of the Company may be filled by the Board of Managers.

7.3 Authority and Duties. Each of the officers of the Company shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Board of Managers in a resolution of the Board of Managers.

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7.4 Current Officers. Effective as of August 1, 2011, the persons listed below are hereby elected and appointed to the offices of the Company set forth opposite each name, to serve until his or her successor shall have been duly elected and qualified or until the earlier of his or her death, resignation, retirement or removal:

Name:	Title:
Lewis W. Dickey, Jr.	President and Chief Executive Officer
Joseph P. Hannan	Executive Vice President, Chief Financial Officer and Treasurer
Jonathan G. Pinch	Executive Vice President and Chief Operating Officer
John W. Dickey	Executive Vice President
Richard S. Denning	Vice President, General Counsel and Secretary
Linda A. Hill	Vice President and principal accounting officer

8. Standard of Care; Liability for Certain Acts. Each Manager and officer shall act in a manner that he believes in good faith to be in the best interest of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Manager or officer shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member in connection with any action taken by him in managing the business or affairs of the Company, except for loss or damage resulting from (i) his gross negligence, intentional misconduct or knowing violation of law, (ii) a transaction in which such person received a personal benefit in violation or breach of the provisions of this Declaration, or (iii) a failure to act in good faith and in a manner he reasonably believed to be in the best interests of the Company and consistent with the provisions of this Declaration.

9. Term. The Company shall continue until dissolved by the Member.

10. Tax Classification. The Company shall not be treated as an association taxable as a corporation for federal and state income tax purposes.

11. Limited Liability. The Member shall have no liability for the debts and obligations of the Company.

12. No Third Party Rights. Nothing in this declaration shall create any rights in favor of the Company or any third party.

13. Amendment. This declaration may be amended from time to time by resolution of the Member.

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EX-3.14

Exhibit 3.14

CERTIFICATE OF INCORPORATION

OF

CATALYST MEDIA, INC.

FIRST: The name of the corporation is CATALYST MEDIA, INC. (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

FOURTH: The total number of shares of capital stock which the Corporation is authorized to issue is one thousand (1,000) shares of common stock having a par value of $0.01 per share.

FIFTH: The name and address of the incorporator is Cynthia D. Farmer, Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, NW, Washington, D.C. 20004.

SIXTH: The powers of the incorporator are to terminate upon the filing of the Certificate of Incorporation, and the initial Board of Directors shall consist of one director (subject to the Board of Directors; authority to determine the number in accordance with the bylaws of the Corporation), whose name and mailing address is:

NAME	ADDRESS
Lewis W. Dickey, Jr.	3280 Peachtree Road, N. W. Suite 2300 Atlanta, GA 30305

and who is to serve as director until the first annual meeting of the stockholders or until his successor is elected and qualified or his earlier death, resignation or removal from office.

SEVENTH: Election of directors need not be by written ballot.

EIGHTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

NINTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct

or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended after the date of this Certificate of Incorporation to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Article by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

TENTH: The Corporation reserves the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

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DULY EXECUTED and delivered by the incorporator, under seal, for the purpose of forming a corporation under the laws of the State of Delaware and making, filing and recording this Certificate of Incorporation, and who does hereby certify that the facts stated in this Certificate of Incorporation are true, all on April 14, 2011.

/s/ Cynthia D. Farmer

Cynthia D. Farmer, Incorporator

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EX-3.15

Exhibit 3.15

BYLAWS

OF

CATALYST MEDIA, INC.

(a Delaware Corporation)

TABLE OF CONTENTS

	Page
ARTICLE 1:     DEFINITIONS		1
1.1     Definitions		1
ARTICLE 2:     STOCK CERTIFICATES		1
2.1     Stock Certificates		1
2.2     List of Stockholders		1
2.3     Transfers of Stock		2
2.4     Lost Certificates		2
ARTICLE 3:     STOCKHOLDERS’ MEETINGS		2
3.1     Annual Meetings of Stockholders		2
3.2     Special Meetings of Stockholders		2
3.3     Notice		2
3.4     Quorum		3
3.5     Voting		3
3.6     Adjournment		3
3.7     Presiding Officer		3
3.8     Written Consent of the Stockholders		3
ARTICLE 4:     BOARD OF DIRECTORS		4
4.1     Powers of Board		4
4.2     Number of Board; Conduct of Meetings of Board		4
4.3     Removal of Board		4
4.4     Board Vacancies		4
4.5     Meetings		4
(a)     Time and Location		4
(b)     Notice		4
(c)     Quorum		4
(d)     Voting		5
(e)     Presiding Officer		5
(f)     Written Consent of Board		5
ARTICLE 5:     OFFICERS		5
5.1     Officers; Election		5

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TABLE OF CONTENTS

(continued)

	Page
5.2     Chairman of the Board		5
5.3     President		5
(a)     Chief Executive Officer		5
(b)     Presiding Officer		5
5.4     Secretary		6
5.5     Treasurer		6
5.6     Vice Presidents		6
5.7     Appointment of Officers and Agents		6
5.8     Removal of Officers and Agents		6
5.9     Vacancies		6
ARTICLE 6:     SEAL		6
6.1     Seal		6
ARTICLE 7:     INDEMNIFICATION AND INSURANCE		7
7.1     Indemnification		7
(a)     General		7
(b)     Procedure		7
(c)     Interim Payment of Expenses		7
(d)     Subsequent Amendment		7
(e)     Other Rights		7
(f)     Continuation of Right to Indemnification		8
(g)     Savings Clause		8
7.2     Insurance		8
ARTICLE 8:     MISCELLANEOUS		8
8.1     Voting of Securities Owned by the Corporation		8
8.2     Registered Offices		8
ARTICLE 9:     AMENDMENT		8
9.1     Amendment		8

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BYLAWS

OF

CATALYST MEDIA, INC.

(a Delaware Corporation)

ARTICLE 1: DEFINITIONS

1.1 Definitions. The following terms used in the Bylaws have the meanings set forth below:

(a) “Certificate of Incorporation” means the certificate of incorporation of the Corporation as amended from time to time.

(b) “Board” means the Board of Directors of the Corporation.

(c) “Bylaws” means these bylaws as amended or restated from time to time.

(d) “Corporation” means the Delaware corporation named CATALYST MEDIA, INC.

(e) “DGCL” refers to the General Corporation Law of the State of Delaware or any successor law of the State of Delaware, and a reference to a particular section of the DGCL is a reference to successor sections of such law or successor law.

(f) “Section” means a section of the Bylaws.

(g) “Stockholders” means the stockholders of the Corporation.

For purposes of the Bylaws: (i) titles and captions of or in, and the table of contents of, the Bylaws are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of the Bylaws or the intent of any of their provisions; and (ii) “including” and other words or phrases of inclusion, if any, shall not be construed as terms of limitation, so that references to “included” matters shall be regarded as non-exclusive, non-characterizing illustrations.

ARTICLE 2: STOCK CERTIFICATES

2.1 Stock Certificates. Stock certificates shall be issued in consecutive order and shall be numbered in the order in which they are issued. They shall be signed by the Chairman of the Board, if any, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary (any of which signatures may be a facsimile).

2.2 List of Stockholders. The Corporation shall maintain a record of the names and addresses of its Stockholders and the number of shares of stock held by each, which shall be maintained and made available in accordance with the DGCL.

2.3 Transfers of Stock. Transfers of stock of the Corporation shall be made in the stock records of the Corporation upon surrender of the certificate for such stock signed by the person in whose name the certificate is registered or on his behalf by a person legally authorized to so sign (or accompanied by a separate stock transfer power so signed) and otherwise in accordance with and subject to the applicable provisions of the Uniform Commercial Code as in effect in the State of Delaware, and subject to such other reasonable and lawful conditions and requirements as may be imposed by the Corporation.

2.4 Lost Certificates. The Corporation may issue a new stock certificate in place of any certificate or certificates previously issued by the Corporation and alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed and, if the Chairman of the Board, if any, or the President in his sole discretion deems it appropriate, the delivery of a commercial indemnity bond issued by a company approved by him in such sum as he may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE 3: STOCKHOLDERS’ MEETINGS

3.1 Annual Meetings of Stockholders. The annual meeting of the Stockholders of the Corporation shall be held at such time and place, within or without the State of Delaware, as may from time to time be fixed by the Board, the Chairman of the Board or, if there is no Chairman of the Board, the President. The failure to hold an annual meeting shall not work a forfeiture of or otherwise affect valid corporate acts.

3.2 Special Meetings of Stockholders. Special meetings of the Stockholders may be called at any time by the Board, the Chairman of the Board, if any, or the President, or by the Corporation upon the written request of the holder or holders of at least twenty five percent (25%) of the outstanding shares of stock of the Corporation. Special meetings of the Stockholders shall be held at such time and place, within or without the State of Delaware, as may be determined by the person or persons calling the meeting.

3.3 Notice. The Secretary or an Assistant Secretary or the officer or persons calling the meeting shall deliver a written notice of the place, day and time of each meeting of the Stockholders, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each Stockholder of record entitled to vote at such meeting. Such notice shall be given in any manner permitted by the DGCL, If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with first class postage thereon prepaid, addressed to the Stockholder at his address as it appears on the stock records of the Corporation. The notice of a special meeting of the Stockholders shall state the purpose or purposes for which the meeting is called. Notice of a meeting of the Stockholders need not be given to any Stockholder who signs a waiver of notice, either before or after the meeting. Attendance of a Stockholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a Stockholder attends the meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business.

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3.4 Quorum. At all meetings of the Stockholders, the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business.

3.5 Voting. Except as otherwise required by law or by the Bylaws, all resolutions adopted and business transacted shall require the favorable vote of the holders of a majority of the shares of stock represented at the meeting and entitled to vote on the subject matter. Except as otherwise required by law, by the Certificate of Incorporation by filings with the Delaware Secretary of State fixing and determining the voting rights of the stock of the Corporation or by the Bylaws, at any meeting of the Stockholders, each Stockholder of the Corporation entitled to vote shall have one vote, in person or by proxy, for each share of stock having voting rights standing in his name on the books of the Corporation at the record date fixed or otherwise determined for such meeting.

3.6 Adjournment. The holders of a majority of the shares of stock represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time. If a quorum is not present, the holders of the shares of stock present in person or represented by proxy at the meeting, and entitled to vote, shall have the power, by the affirmative vote of the holders of such shares of stock which represent a majority of the votes which may be cast by the holders of such shares of stock, to adjourn the meeting to another time and/or place. Unless the adjournment is for more than thirty (30) days or unless a new record date is set for the adjourned meeting, no notice of the adjourned meeting need be given to any Stockholder provided that the time and place of the adjourned meeting were announced at the meeting at which the adjournment was taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

3.7 Presiding Officer. The Chairman of the Board shall preside at meetings of the Stockholders or, if there is no Chairman of the Board or if the Chairman of the Board is absent and has not delegated such authority, the President shall preside at meetings of the Stockholders; provided, however, that the Chairman of the Board or President may delegate his authority to preside at meetings of the Stockholders pursuant to Section 5.2 or 5.3.

3.8 Written Consent of the Stockholders. Any action required to be taken at a meeting of the Stockholders of the Corporation, or any action that may be taken at a meeting of the Stockholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by persons who would be entitled to vote at a meeting those shares of stock having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote were present and voted. Prompt notice shall be given of the taking of corporate action without a meeting by less than unanimous written consent to those Stockholders on the record date whose shares of stock were not represented on the written consent. For purposes of written consent by the Stockholders, the record date for determining Stockholders entitled to take action pursuant to this Section 3.8 shall be the date when the consent is first executed and action shall be deemed taken when executed by the last necessary signature.

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ARTICLE 4: BOARD OF DIRECTORS

4.1 Powers of Board. Subject to the Certificate of Incorporation, the Bylaws or any lawful agreement between or among the Stockholders, the business and affairs of the Corporation shall be managed by the Board.

4.2 Number of Board; Conduct of Meetings of Board. The Board shall consist of one or more directors, which number may be changed from time to time by the Stockholders or the Board, each of whom shall be elected at a meeting of the Stockholders or the Board, to serve until his successor is elected and qualified, or until his earlier death, resignation or removal.

4.3 Removal of Board. At any meeting of the Stockholders with respect to which notice of such purpose has been given, the entire Board or any individual director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares of stock of the Corporation entitled to vote.

4.4 Board Vacancies. Except as otherwise provided in this Section 4.4, any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled, or if no director remains, by the Stockholders. Any vacancy arising as a result of the removal of a director by the Stockholders may be filled by the Stockholders or, if the Stockholders so authorize, by the remaining director or directors, but only for the unexpired term of his predecessor in office.

4.5 Meetings.

(a) Time and Location. The Board shall meet annually immediately following any meeting of the Stockholders; provided that the failure to hold such meeting shall not work a forfeiture or otherwise affect valid corporate acts. A special meeting of the Board may be called at any time by the Chairman of the Board, if any, the President, or by any director, on three (3) days’ notice.

(b) Notice. The notice shall be given (i) in person, either orally or in writing (which includes a telephone call to the director, but does not include either (A) a telephone call to such directors’ assistant or (B) the leaving of a message), (ii) by nationally recognized next business day delivery service for next business day delivery, (iii) by facsimile telecommunication, or (iv) by electronic mail. Such notice shall be addressed to the director at his address as it appears on the stock records of the Corporation or, if he is not a Stockholder, at his business address. Notice of a special meeting may be waived by an instrument in writing. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting and waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any such objection or objections to the transaction of business. Any meeting of the Board may be held within or without the State of Delaware at such place as may be determined by the person or persons calling the meeting.

(c) Quorum. A majority of said directors shall constitute a quorum for the transaction of business.

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(d) Voting. Except as otherwise provided in the Bylaws, all resolutions adopted and all business transacted by the Board shall require the affirmative vote of a majority of the directors present at a meeting at which a quorum is present.

(e) Presiding Officer. The Chairman of the Board or, in his absence, and if the President is a director, the President shall preside at all meetings of the Board; provided, however, that each of the Chairman of the Board or the President may delegate his authority to preside at Board meetings pursuant to Section 5.2 or 5.3, respectively. If the Chairman of the Board is not present and if the President is not a director, the Board shall select a director as chairman for each meeting.

(f) Written Consent of Board. Any action required to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action taken shall be signed by all the directors and shall be filed with the minutes of the proceedings of the directors.

(g) Telephonic Meetings of Board. Any action required to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken at a meeting held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting. In all other respects the provisions of Article 4 of the Bylaws with respect to meetings of the Board shall apply to such a meeting.

ARTICLE 5: OFFICERS

5.1 Officers; Election. The Board shall elect a President, a Secretary and a Treasurer and may elect a Chairman of the Board (who shall be a member of the Board), one or more Vice Presidents, and such other officers, assistant officers or agents as the Board shall determine. Any two or more offices may be held by the same person. A failure to elect officers shall not dissolve or otherwise affect the Corporation.

5.2 Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Stockholders and of the Board or he may delegate his authority to preside at such meetings to any other director or to an officer of the Corporation.

5.3 President.

(a) Chief Executive Officer. The President shall be the chief executive officer of the Corporation, and shall be responsible for the administration of the Corporation, including general supervision of the policies of the Corporation and general, active management of the financial affairs of the Corporation, and supervision and direction of the actions of the other officers of the Corporation. He shall have the authority to execute bonds, mortgages or other contracts, agreements or instruments on behalf of the Corporation.

(b) Presiding Officer. If there is no Chairman of the Board, or if the Chairman of the Board is absent and has not delegated his authority to preside, the President shall preside at meetings of the Stockholders and, if he is a director, at meetings of the Board or he may delegate his authority to preside at such meetings to any other director or to an officer of the Corporation.

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5.4 Secretary. The Secretary shall keep minutes of all meetings of the Stockholders and Board, shall have charge of the minute books, stock records and seal of the Corporation, shall have the authority to certify as to the corporate books and records, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

5.5 Treasurer. The Treasurer shall be charged with the management of the financial affairs of the Corporation. He shall in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board.

5.6 Vice Presidents. The Vice Presidents, if any, shall perform such duties and exercise such powers as the President or the Board shall request or delegate and, unless the Board or the President otherwise provides, shall perform such other duties as are generally performed by Vice Presidents with equivalent restrictions, if any, on title.

5.7 Appointment of Officers and Agents. The Board or the President may appoint one or more Vice Presidents and such other officers, assistant officers and agents as the Board or the President may determine. Any such officers, assistant officers or agents so appointed shall perform such duties as are set forth in the Bylaws and as the action appointing him provides, and, unless such action otherwise provides, such appointed officers and assistant officers shall perform such duties as are generally performed by elected officers or assistant officers having the same title.

5.8 Removal of Officers and Agents. Any officer, assistant officer or agent elected or appointed by the Board may be removed by the Board. Any officer, assistant officer or agent appointed by the President may be removed by the President or by the Board whenever in his or its judgment the best interests of the Corporation will be served thereby.

5.9 Vacancies. Any vacancy, however occurring, in any office may be filled by the Board.

ARTICLE 6: SEAL

6.1 Seal. The seal of the Corporation shall be in such form as the Board may from time to time determine. In the event it is inconvenient to use such a seal at any time, the words “Corporate Seal” or the word “Seal” accompanying the signature of an officer signing for and on behalf of the Corporation shall be the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him on the stock certificates and such other papers as may be directed by law, by the Bylaws or by the Board.

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ARTICLE 7: INDEMNIFICATION AND INSURANCE

7.1 Indemnification.

(a) General. The Corporation shall indemnify each person who is or was a director or officer of the Corporation (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted under DGCL § 145(a), (b) and (c) or any other provisions of the laws of the State of Delaware.

(b) Procedure. If any such indemnification is requested pursuant to the foregoing, the Board shall cause a determination to be made (unless a court has ordered the indemnification or indemnification is required by DGCL §145(c)) pursuant to DGCL §145(d) as to whether indemnification of the party requesting indemnification is proper in the circumstances because he has met the applicable standard of conduct set forth in DGCL §§145(a) or (b). Upon any such determination that such indemnification is proper, the Corporation shall make indemnification payments of liability, cost, payment or expense asserted against, or paid or incurred by, him in his capacity as such a director or officer to the maximum extent permitted by said sections of such laws.

(c) Interim Payment of Expenses. Expenses incurred by a person who is or was a director or officer of the Corporation (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Corporation as a director, officer of another corporation, partnership, joint venture, trust or other enterprise in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board, upon receipt of an agreement or an undertaking by or on behalf of such person to repay such amount, unless it is ultimately determined that he or she is entitled to be indemnified by the Corporation as authorized in, or as permitted by, this Article 7. The Board may pay such expenses of such person upon such other terms and conditions as the Board deems appropriate.

(d) Subsequent Amendment. No amendment, termination or other elimination of this Article 7 or of any relevant provisions of the DGCL or any other applicable laws shall affect, diminish, eliminate or impair in any way the rights to indemnification under this Article 7 with respect to any civil, criminal, administrative or investigative action, suit or proceeding arising out of, or relating to, any event or act or omission occurring or fact or circumstance existing prior to such amendment, termination or other elimination.

(e) Other Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 7.1 shall not be deemed exclusive of any other rights to which a director, officer, employee or agent seeking indemnification or advancement of expenses may be entitled under any applicable law, agreement, vote of Stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding such office; provided, however, that indemnification shall not be permitted (i) for any breach of the director’s duty of loyalty to the Corporation or its Stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under DGCL §174, or (iv) for any transaction from which the director derived an improper personal benefit. Nothing contained in this Article 7 shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements which provide indemnification rights and procedures permitted by the DGCL.

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(f) Continuation of Right to Indemnification. All rights to indemnification under this Article 7 (including those arising pursuant to subsection (e) above) shall continue as to a person who has ceased to be a director or officer shall inure to the benefit of heirs, executors, administrators and the estate of such person, and shall be deemed to be a contract between the Corporation and each such person or entity. This Article 7 shall be binding upon any successor to the Corporation, whether by way of merger, consolidation or otherwise.

(g) Savings Clause. If this Article 7 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify persons or entities specified in this Article 7 to the full extent permitted by any applicable portion of this Article 7 that shall not have been invalidated and to the full extent permitted by applicable law.

7.2 Insurance. The Corporation may purchase and maintain insurance at its expense, to protect itself and any such person or entity against any such liability, cost, payment or expense whether or not the Corporation would have the power to indemnify such person or entity against such liability, cost, payment or expense.

ARTICLE 8: MISCELLANEOUS

8.1 Voting of Securities Owned by the Corporation. The Chairman of the Board, if any, the President, any Vice-President, the Secretary, or the Treasurer of the Corporation or such other person designated by the Board shall have authority to vote shares of stock or any other securities owned by the Corporation and to execute proxies and written waivers and consents in relation thereto.

8.2 Registered Offices. The initial registered office of the Corporation in the State of Delaware and the name of the Corporation’s registered agent shall be as designated in the Certificate of Incorporation and may be changed as the officers of the Corporation shall from time to time determine.

ARTICLE 9: AMENDMENT

9.1 Amendment. The Bylaws may be amended by the Stockholders or by the Board either by written consent or approved at a meeting, in each case in accordance with the provisions of the Bylaws and applicable law.

* * * * *

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EX-3.16

Exhibit 3.16

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CMP SUSQUEHANNA RADIO HOLDINGS CORP.

Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, CMP Susquehanna Radio Holdings Corp. has adopted this Amended and Restated Certificate of Incorporation restating and further amending its Certificate of Incorporation, as heretofore amended, which Amended and Restated Certificate of Incorporation has been duly proposed by the directors and adopted by the stockholders of this corporation in accordance with the provisions of said Sections 242 and 245.

The undersigned further certifies that (i) the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 14, 2006, under the name CMP Susquehanna Guarantor Corp., which name was subsequently changed by amendment, and (ii) the Certificate of Incorporation of the Corporation, as heretofore amended, is hereby amended and restated in full as follows:

ARTICLE I

NAME

The name of the corporation (the “Corporation”) is CMP Susquehanna Radio Holdings Corp.

ARTICLE II

REGISTERED AGENT AND REGISTERED OFFICE

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

AUTHORIZED SHARES

The aggregate number of shares which the Corporation is authorized to issue is 40,000,000, divided into two classes consisting of: (i) 20,000,000 shares of Common Stock, $.01 par value per share, and (ii) 20,000,000 shares of Preferred Stock, $.01 par value per share, of which 10,000,000 shares shall be “Series A Preferred Stock,” having the relative powers, preferences and other special rights, and qualifications, limitations and restrictions thereon, as set forth in Appendix A attached hereto and made a part of this Amended and Restated Certificate of Incorporation.

The Board of Directors is expressly authorized to issue shares of undesignated Preferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any series and the designation, relative powers, preferences and other special rights, and qualifications, limitations and restrictions, of all shares of such series. The authority of the Board of Directors with respect to each Series shall include, without limiting the generality of the foregoing, the determination of any or all of the following: (a) the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series; (b) the voting powers, if any, and whether such voting powers are full or limited in such series; (c) the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid; (d) whether dividends, if any, shall be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series; (e) the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Company; (f) the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Company or any other corporation, and the price or prices or the rates of exchange applicable thereto; (g) the right, if any, to subscribe for or to purchase any securities of the Company or any other corporation; (h) the provisions, if any, of a sinking fund applicable to such series; and (i) any other relative, participating, optional or other special powers, preferences, rights, qualifications, limitations or restrictions thereof; all as shall be determined from time to time by the Board of Directors in the resolution or resolutions providing for the issuance of such Preferred Stock and set forth in a certificate of designations.

ARTICLE V

ELECTION BY WRITTEN BALLOT NOT REQUIRED

Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

ARTICLE VI

LIMITATION OF LIABILITY OF DIRECTORS

To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS

Each person who is or was or had agreed to become a director or officer of the Corporation (including the heirs, executors, administrators or estate of such person), shall be

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indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

ARTICLE VIII

BYLAWS

In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional bylaws and may alter, amend or repeal any bylaw whether adopted by them or otherwise. The Corporation may in its bylaws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

ARTICLE IX

AMENDMENTS

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the undersigned officer of the Corporation does hereby execute this Amended and Restated Certificate of Incorporation effective as of the 26^th day of March, 2009.

CMP SUSQUEHANNA RADIO HOLDINGS CORP.
By:	/s/ Richard S. Denning

Name:  Richard S. Denning

Title:  Vice President, Secretary and General Counsel

APPENDIX A

TO AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

TERMS OF SERIES A PREFERRED STOCK

OF CMP SUSQUEHANNA RADIO HOLDINGS CORP.

Section 1. Amount: Stated Value.

The number of shares of the Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), constituting such Series shall be 10,000,000. The “Stated Value” per share of the Series A Preferred Stock shall initially be $10.00, as adjusted for any stock dividends, combinations, splits or the like with respect to the Series A Preferred Stock occurring after the first date of issuance of shares of Series A Preferred Stock (the “Issue Date”).

Section 2. Ranking.

The Series A Preferred Stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution of the Corporation, rank (i) senior to the common stock, $0.01 par value per share, of the Corporation (the “Common Stock”) and senior to all classes and series of Capital Stock of the Corporation now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series A Preferred Stock or which do not specify their rank (collectively with the Common Stock, “Junior Securities”) (ii) on a parity with each other class of Capital Stock or series of Preferred Stock authorized or issued by the Corporation after the date hereof, the terms of which specifically provide that such class or series will rank on a parity with the Series A Preferred Stock (collectively, “Parity Securities”); and (iii) junior to each other class of Capital Stock or other series of Preferred Stock of the Corporation issued by the Corporation after the date hereof the terms of which specifically provide that such class or series will rank senior to the Series A Preferred Stock (collectively, “Senior Securities”).

Section 3. Dividends and Distributions: Limitation on Dividends and Repurchases.

(a) The holders of shares of Series A Preferred Stock, in preference to the holders of any Junior Securities, shall be entitled to receive, when, as and if declared by the Corporation’s Board of Directors (the “Board”) out of funds of the Corporation legally available therefor, cumulative dividends on the Series A Preferred Stock, which shall accrue at an annual rate per share equal to 9.875% of the Stated Value, from and after the date of issuance of such shares and for so long as any shares of Series A Preferred Stock remain outstanding. Dividends shall be (i) calculated and compounded semiannually, (ii) cumulative, whether or not declared or paid, and will accrue and be payable semiannually, in arrears, on May 15 and November 15 (each such date referred to herein as a “Dividend Payment Date”), to holders of record as of the immediately preceding May 1, and November 1, respectively (each such date referred to as a “Dividend Record Date”), except that if any Dividend Payment Date is not a Business Day, then they shall be payable on the next succeeding Business Day, commencing on the first Dividend Payment Date following the date of issuance of such shares; and (iii) payable in additional shares of Series A Preferred Stock (including fractional shares; provided, however, that the Company

may, at its option, pay cash in lieu of issuing fractional shares) having an aggregate Stated Value equal to the amount of such dividends (“Dividend Shares”). The issuance of such Dividend Shares shall constitute payment of the related dividend for all purposes of this Certificate of Incorporation. Dividends payable on the Series A Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months and the number of days actually elapsed over a 30-day period, and will be deemed to accrue on a daily basis.

(b) No dividends shall be declared or paid, or funds set apart for the payment of dividends on, any Junior Securities or Parity Securities for any period unless full cumulative dividends on all outstanding shares of the Series A Preferred Stock in respect of all dividend payment periods terminating on or prior to the date of such declaration or payment shall have been, or contemporaneously are, declared and paid in full.

(c) No Junior Securities or Parity Securities shall be repurchased, redeemed or otherwise acquired or retired for value by the Corporation, and no monies shall be paid into or set apart or made available for a sinking or other like fund for the repurchase, redemption or other acquisition or retirement for value of any Junior Securities or Parity Securities by the Corporation, unless, in any such case, full cumulative dividends on all outstanding shares of the Series A Preferred Stock in respect of all dividend periods terminating on or prior to the date of such repurchase, redemption or other acquisition or retirement shall have been, or contemporaneously are, declared and paid in full.

Section 4. Voting Rights.

(a) Except as may be otherwise expressly provided in the Certificate of Incorporation or as expressly required by the Delaware General Corporation Law, the Series A Preferred Stock shall have no voting rights and the vote or consent of the holders of the Series A Preferred Stock shall not be required for the taking of any corporate action. Each share of Series A Preferred Stock shall entitle the holder thereof to one vote per share of Series A Preferred Stock on all matters to be voted upon by the Series A Preferred Stock.

(b) So long as any shares of Series A Preferred Stock shall be outstanding, and unless the consent or approval of a greater number of shares shall then be required by law, without first obtaining the consent or approval of the holders of at least a majority of the shares of the Series A Preferred Stock then outstanding, the Corporation shall not: (i) amend, alter, or repeal its Certificate of Incorporation or its Bylaws (whether by merger, consolidation, reclassification, combination, or otherwise), or waive any provisions thereof, in a manner that would materially and adversely affect the rights, preferences, privileges, or powers of the Series A Preferred Stock; provided, however, that no amendment, alteration or repeal shall be made that has a disproportionate effect on any holder of Series A Preferred Stock in a manner different than other holders of Series A Preferred Stock; (ii) authorize, create, increase the authorized amount of, or issue any class or series, or any shares of any class or series, of Senior Securities or Parity Securities; (iiii) declare, pay, or set apart for payment, any dividends or any other distributions of any sort by the Corporation in respect of any Junior Securities or Parity Securities; or (iv) consummate a binding share exchange or reclassification involving the Series A Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Series A Preferred Stock remain outstanding or, in the case

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of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series A Preferred Stock immediately prior to such consummation, taken as a whole. In addition, so long as any shares of Series A Preferred Stock are outstanding, and unless the consent or approval of a greater number of shares shall then be required by law, without first obtaining the consent or approval of the holders of 80% of the shares of Series A Preferred Stock then outstanding, the Corporation shall not, directly or indirectly, purchase, redeem or otherwise acquire or retire for value any Junior Securities or Parity Securities, or any securities exercisable or exchangeable for Junior Securities or Parity Securities.

(c) Notwithstanding anything to the contrary in Section 4(b), the Corporation will be able to issue Senior Securities or Parity Securities, and will be authorized without the vote or consent of the Series A Preferred Stock to make necessary amendments to its Certificate of Incorporation to effect the same: (1) to any creditor or shareholder that does or would, upon the Corporation’s liquidation or dissolution, hold a claim that is, or would be, as applicable, senior to the Series A Preferred Stock upon the Corporation’s liquidation or dissolution (a “Senior Claim”) if such new Senior Securities or Parity Securities are issued solely in exchange for, or in partial or complete permanent satisfaction of, such Senior Claim; or (2) in an offering of Senior Securities or Parity Securities solely for cash, if the proceeds thereof are used to repurchase Indebtedness, Senior Securities or, if new Parity Securities are being offered, Parity Securities, and to pay all reasonable expenses (other than any management or other fees to the Consortium) incurred in connection therewith; provided, in the case of either clause (1) or (2) above, (A) if the new Senior Securities or Parity Securities to be offered provide for a cumulative dividend that is payable only when, as and if declared by the Board, then the initial aggregate original issue price or stated value of such new Senior Securities or Parity Securities to be offered, plus the amount of the dividend thereon that would accumulate if no dividend thereon were paid in the first 36 months after initial issuance thereof, cannot, in the aggregate, exceed the aggregate amount of the existing Senior Claims, Senior Securities or Parity Securities, or Indebtedness, satisfied with the proceeds thereof, and (B) assuming the dividend, whether or not accumulating, on the new Senior Securities or Parity Securities were paid in full, the total cash outlay by the Corporation in respect thereof must not exceed the total cash outlay required by interest or dividend payments on the Senior Claims, Senior Securities or Parity Securities, or Indebtedness, satisfied with the proceeds thereof or exchanged therefor; and, provided further, in the case of clause (2) above, if any member of the Consortium purchases such new Senior Securities or Parity Securities, then the holders of the Series A Preferred Stock will, as a group, be given the opportunity to purchase, pro rata, in proportion to their respective holdings of Series A Preferred Stock, the percentage of the total new Senior Securities or Parity Securities to be offered that is equal to the percentage of the Common Stock for which the Warrants are initially exercisable, and the Corporation shall provide to each holder of Series A Preferred Stock written notice of such proposed offering, including a reasonable description of the terms and timing thereof, in accordance with Section 13. Each holder of Series A Preferred Stock shall have 30 days after the date of such notice to elect whether to so participate in such offering by notifying the Corporation in writing, specifying the amount of securities such holder desires to purchase.

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(d) Notwithstanding anything to the contrary in Section 4(b), the Corporation shall be permitted to declare and pay dividends:

(1) to Holdings for payment to Cumulus pursuant to the Management Agreement of (i) management fees in an aggregate amount in any fiscal year not to exceed the amount of the fee set forth in the Management Agreement (which shall in no event exceed the greater of $4.0 million or 4% of “Adjusted EBITDA” (as defined in the Management Agreement as in effect on the Issue Date) for such fiscal year) for any fiscal year, (ii) any related expenses, including professional and similar third party expenses payable under the Management Agreement, (iii) any termination fees pursuant to the Management Agreement not to exceed the amount set forth in the Management Agreement as in effect on the Issue Date and (iv) any amounts described in (i) above, the payment of which has been deferred in the Management Agreement as in effect on the Issue Date, and interest accrued thereon; and

(2) in amounts required for any direct or indirect parent companies of the Corporation to pay, in each case without duplication:

(A) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence,

(B) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Corporation and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries, on condition that in each case the amount of such payments in any fiscal year does not exceed the amount that the Corporation and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Corporation, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity,

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Corporation to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Corporation and its Restricted Subsidiaries,

(D) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Corporation to the extent such costs and expenses are attributable to the ownership or operation of the Corporation and its Restricted Subsidiaries, and

(E) reasonable fees and expenses other than to Affiliates of the Corporation related to any unsuccessful equity or debt offering of such parent entity.

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Section 5. Reacquired Shares.

Any shares of Series A Preferred Stock redeemed, purchased, or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof, and, if necessary to provide for the lawful redemption or purchase of such shares, the capital represented by such shares shall be reduced in accordance with the Delaware General Corporation Law. All such shares shall upon their cancellation (and compliance with any applicable provisions of the laws of the State of Delaware) become authorized but unissued shares of Preferred Stock and may be redesignated and reissued as part of any other series of Preferred Stock, subject to the conditions or restrictions on authorizing, or creating, or issuing any class or series, or any shares of any class or series, set forth in Section 4.

Section 6. Liquidation, Dissolution, or Winding Up.

(a) In the event of any liquidation, dissolution, or winding up of the Corporation (a “Liquidation Event”) whether voluntary or involuntary, no holders of Junior Securities shall receive, by reason of their ownership thereof, any payment or distribution of any of the assets of the Corporation until the holders of the shares of Series A Preferred Stock then outstanding, by reason of their ownership thereof, shall have first received an amount in cash per share of Series A Preferred Stock equal to 100% of the Stated Value thereof, plus an amount in cash equal to the Stated Value of all Dividend Shares representing dividends accrued but not yet paid on such share of Series A Preferred Stock pursuant to Section 3, whether or not declared “Accrued Dividends”) to the date of liquidation, dissolution or winding up (such amount, the “Liquidation Preference”). If, upon the occurrence of any Liquidation Event, the assets and funds of the Corporation available to be distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full Liquidation Preference, together with any payments due to holders of Parity Securities on such an event, then the holders of Junior Securities shall not receive, by reason of their ownership thereof, any payment or distribution of any of the assets of the Corporation, and the holders of all such shares of Series A Preferred Stock and any Parity Securities shall share ratably in any distribution of assets of the Corporation in accordance with the amounts that would be payable on any such distribution if the full Liquidation Preference and the amounts to which holders of outstanding shares of Parity Securities are entitled were paid in full.

(b) For purposes of this Section 6, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation, nor the consolidation or merger of the Corporation with any one or more other corporations shall be deemed to be a Liquidation Event, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation.

Section 7. Redemption; Rights upon a Change of Control.

(a) At any time from and after the Issue Date, any outstanding shares of the Series A Preferred Stock may be redeemed for cash, in whole or in part, by the Corporation, pursuant to the terms and conditions of this Section 7. In addition, upon the occurrence of a Change of Control, each holder of shares of Series A Preferred Stock, upon written election

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received by the Corporation not later than 30 days after the notice provided by the Corporation in accordance with the next succeeding sentence, may require the Corporation to, as promptly as practicable following receipt of such election from such holder, redeem all shares of the Series A Preferred Stock of such holder out of funds of the Corporation legally available therefor. The Corporation shall provide prompt written notice to each holder of outstanding Series A Preferred Stock of any Change of Control in accordance with Section 13.

(b) At least 30 days, but no more than 60 days, prior to the dated fixed by the Corporation for redemption (the “Redemption Date”) the Corporation shall send a notice (a “Redemption Notice”) to all holders of Series A Preferred Stock in accordance with Section 13 setting forth (i) the Redemption Date, (ii) in the case of a redemption other than in connection with a Change of Control, the number of shares of Series A Preferred Stock to be redeemed and, if less than all of the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder, (iii) the Redemption Price (as defined below), including a calculation thereof, and (iv) the place at which such holders may obtain payment of the Redemption Price upon surrender of their share certificates. If the Corporation does not have sufficient funds legally available to redeem all shares of Series A Preferred Stock, then it shall redeem such shares pro rata from the holders thereof (based upon the portion of the aggregate Redemption Price payable to each holder) to the extent possible, and shall redeem the remaining shares to be redeemed as soon as sufficient funds arc legally available. For purposes of this Section 7, “Redemption Price” means for each share of Series A Preferred Stock (i) in the case of a redemption by the Corporation other than in connection with a Change of Control, (A) 109.875% of the Stated Value, if the Redemption Date occurs less than 12 months after the Issue Date, (B) 104.9375% of the Stated Value, if the Redemption Date occurs between 12 and 18 months (inclusive) of Issue Date, or (C) 100% of the Stated Value, if the Redemption Date occurs more than 18 months after the Issue Date, plus, in the case of each of the foregoing clauses (A), (B) and (C), an amount in cash equal to any Accrued Dividends on such share of Series A Preferred Stock to be redeemed; and (ii) in the case of mandatory redemption in connection with a Change of Control, an amount in cash equal to 100% of the Stated Value, plus an amount in cash equal to any Accrued Dividends on such shares of Series A Preferred Stock to be redeemed payable no later than the date of the consummation of the Change of Control.

(c) On or after the Redemption Date, each holder of shares of Series A Preferred Stock to be redeemed shall surrender such holder’s certificates representing such shares to the Corporation or its agent in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person or entity whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event that less than all the shares represented by such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price or the Corporation is unable to pay the Redemption Price due to not having sufficient legally available funds, all rights of the holders of such shares as holders of Series A Preferred Stock (except the right to receive the Redemption Price without interest upon surrender of their certificates), including the right to receive dividends thereon, shall cease and terminate with respect to such shares; provided, however, that any accrued but unpaid dividends payable on a Redemption Date that occurs subsequent to the Dividend Record Date for a dividend period will not be paid to the holder entitled to receive the

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Redemption Price on the Redemption Date, but rather will be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date; provided further, that in the event that shares of Series A Preferred Stock are not redeemed due to a default in payment by the Corporation or because the Corporation does not have sufficient legally available funds, such shares of Series A Preferred Stock shall remain outstanding and shall be entitled to all of the rights and preferences provided herein.

(d) Notwithstanding anything in this Section 7 to the contrary, the redemption rights of the holders of the Series A Preferred Stock set forth herein are expressly subject to the prior repayment in full of all term loans, revolving credit loans, swing line loans and other extensions of credit and other obligations that are accrued and payable under, and the termination of all term commitments and revolving credit commitments of the lenders under, the Senior Credit Agreement.

Section 8. Board Observer; Information Rights.

(a) So long as at least 20% of the shares of the Series A Preferred Stock issued in the Exchange Offer remain outstanding, the holders of record of the Series A Preferred Stock, acting as a separate class by majority vote or written consent, shall be entitled to designate an individual (the “Board Observer”), which individual must be reasonably acceptable to the Board, whom the Board or the Corporation shall invite to attend all meetings of the Board and committees thereof (with each such invitation provided to the Board Observer at the same time as notice of such meeting is made to the members of the Board and in any event in compliance with the Bylaws and the Delaware General Corporation Law as if the Board Observer were a member of the Board) in a non-voting observer capacity and, in addition, the Corporation shall provide to the Board Observer copies of all notices, minutes, consents and other materials that it provides to its directors generally at the same time it provides such materials to members of the Board generally. The Board Observer may from time to time be removed by the holders of a majority of the shares of Series A Preferred Stock then outstanding, acting as a separate class by majority vote or written consent, and replaced by such holders with another individual reasonably acceptable to the Board.

(b) To the extent required to permit the outstanding shares of the Series A Preferred Stock to be sold without registration under the Securities Act, the Corporation will make publicly available the information concerning the Corporation specified in Rule 144(c)(2) under the Securities Act. Publishing such information to the corporate website of Cumulus shall be deemed to satisfy the requirements of this Section 8(b) that such information be made publicly available.

(c) So long as at least 20% of the shares of the Series A Preferred Stock issued in the Exchange Offer remain outstanding, the Corporation will, at least once per calendar quarter convene conference calls in which holders of the Series A Preferred Stock may participate to apprise such holders of business developments and operating results relating to the Corporation.

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Section 9. Asset Sales.

(a) The Corporation shall not, and shall not permit any of its Restricted Subsidiaries to cause, make or suffer to exist an Asset Sale, unless:

(1) the Corporation or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Corporation) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Corporation or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, however, that the amount of:

(A) any liabilities (as shown on the Corporation’s or such Restricted Subsidiary’s, as applicable, most recent balance sheet or in the footnotes thereto) of the Corporation or such Restricted Subsidiary that are assumed by the transferee of any such assets and for which the Corporation and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(B) any securities received by the Corporation or such Restricted Subsidiary from such transferee that are converted by the Corporation or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(C) any Designated Non-cash Consideration received by the Corporation or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

(b) Within 390 days after the receipt of any Net Proceeds of any Asset Sale, the Corporation or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(A) Obligations under the Senior Indebtedness, and to correspondingly reduce commitments with respect thereto;

(B) Obligations under Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto); or

(C) indebtedness of a Restricted Subsidiary,

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(2) to make (A) an Investment in any one or more businesses, on condition that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Corporation or one of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business, or

(3) to make an investment in (A) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Corporation or one of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided, however, that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Corporation or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); provided further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds arc applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) The Corporation and its Restricted Subsidiaries shall not be required to comply with this Section 9 if the Corporation or any of its Restricted Subsidiaries is required to transfer any asset into a trust for FCC regulatory purposes and such trust is then required by the FCC or other governmental entity to sell or otherwise dispose of such asset, so long as in each case any Net Proceeds received by the Corporation and its Restricted Subsidiaries are applied in accordance with this Section 9.

(d) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 9(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Corporation shall make an offer to all holders of the Series A Preferred Stock (an “Asset Sale Offer”), to purchase the maximum number of shares of Series A Preferred Stock that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to the Stated Value thereof, plus the Stated Value of Accrued Dividends, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth herein. The Corporation shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $10.0 million by mailing notice to each holder of shares of Series A Preferred Stock in accordance with Section 13.

To the extent that the aggregate purchase price as set forth above for the number of shares of Series A Preferred Stock tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Corporation may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained herein. If the aggregate purchase price as set forth above for the number of shares of Series A Preferred Stock tendered by such holders thereof exceeds the amount of Excess Proceeds, then the Corporation shall purchase the shares of

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Series A Preferred Stock so tendered pro rata from the holders thereof (based upon the aggregate purchase price payable to each such holder). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero.

(e) Pending the final application of any Net Proceeds pursuant to this Section 9, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the terms of the Series A Preferred Stock.

(f) The Corporation shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the shares of Series A Preferred Stock pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described herein by virtue thereof.

(g) Notwithstanding anything in this Section 9 to the contrary, if the Corporation is prohibited under the terms of the Senior Credit Agreement from purchasing or acquiring shares of Series A Preferred Stock in accordance with this Section 9, and if the Corporation does not obtain any required consent under the Senior Credit Agreement or repay its obligations under the Senior Credit Agreement, then the failure of the Corporation to repurchase shares of Series A Preferred Stock in accordance with the provisions of this Section 9 shall not constitute a violation of the terms of the Series A Preferred Stock.

Section 10. Limitation on Incurrence of Indebtedness.

(a) The Corporation shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness); provided, however, that the Corporation may incur Indebtedness (including Acquired Indebtedness) and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), if the Leverage Ratio on a consolidated basis for the Corporation and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would not have been greater than 7.50 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

(b) The provisions of Section 10(a) shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Corporation or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate

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principal amount of $800.0 million outstanding at any one time, less the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder after the Issue Date with Net Proceeds from an Asset Sale or series of related Asset Sales;

(2) the incurrence by CMPSC and any Subsidiary Guarantor of Indebtedness represented by the Notes (including any Guarantee):

(3) Indebtedness of the Corporation and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 10(b));

(4) Indebtedness (including Capitalized Lease Obligations) incurred by the Corporation or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof) not to exceed $10.0 million at any time outstanding, together with all other Indebtedness issued and outstanding under this clause (4) of this Section 10(b);

(5) Indebtedness incurred by the Corporation or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Corporation or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition, on condition that:

(A) such Indebtedness is not reflected on the balance sheet of the Corporation, or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A) of this Section 10(b)); and

(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Corporation and its Restricted Subsidiaries in connection with such disposition.

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(7) Indebtedness of the Corporation to a Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Corporation or another Restricted Subsidiary or any collateral agent under the Credit Facilities) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(8) Indebtedness of a Restricted Subsidiary to the Corporation or another Restricted Subsidiary; provided, that any subsequent transfer of any such Indebtedness (except to the Corporation or another Restricted Subsidiary or any collateral agent under the Credit Facilities) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness or exchange rate risk;

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Corporation or any of its Restricted Subsidiaries in the ordinary course of business;

(11) Contribution Indebtedness;

(12) the incurrence by the Corporation or any Restricted Subsidiary of the Corporation of Indebtedness which serves to refund or refinance any Indebtedness or to repurchase, retire or otherwise extinguish any Senior Securities or Parity Securities, and to pay all reasonable fees and expenses (other than any management or other fees of the Consortium) incurred in conjunction therewith; provided that (i) so long as any of the Notes remain outstanding, any new Indebtedness incurred has a final maturity that is no earlier than the maturity date of the Notes, (ii) if repurchasing Indebtedness and not Senior Securities or Parity Securities, Total Indebtedness is not thereby increased, (iii) if repurchasing Indebtedness and not Senior Securities or Parity Securities, Cash Interest Expense is not thereby increased, (iv) if repurchasing Indebtedness and not Senior Securities or Parity Securities, either Total Indebtedness or Cash Interest Expense is thereby decreased, and (v) if the new Indebtedness does not require mandatory periodic payments of interest thereon prior to maturity, the face amount of such Indebtedness, together with accrued interest thereon if no interest were paid within the first 36 months after incurrence thereof, does not exceed the amount of the Indebtedness, or Senior Securities or Parity Securities, refinanced therewith;

(13) Indebtedness of Persons that are acquired by the Corporation or any Restricted Subsidiary or merged into the Corporation or a Restricted Subsidiary, on condition that, after giving effect to such acquisition or merger, either

(A) the Corporation would be permitted to incur at least $ 1.00 or additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 10(a), or

(B) the Leverage Ratio of the Corporation and the Restricted Subsidiaries is less than immediately prior to such acquisition or merger;

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(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, on condition that such Indebtedness is extinguished within two Business Days of its incurrence;

(15) Indebtedness of the Corporation or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(16) (A) any guarantee by the Corporation or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms hereof, or

(B) any guarantee by a Restricted Subsidiary of Indebtedness of the Corporation;

(17) Indebtedness of the Corporation or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(18) Indebtedness consisting of Indebtedness issued by the Corporation or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Corporation or any direct or indirect parent company of the Corporation to the extent permitted herein;

(19) Indebtedness of the Corporation or any Restricted Subsidiary incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the acquisition by the Corporation or such Restricted Subsidiary of property used or useful in a Similar Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger, amalgamation or consolidation with, any Person owning such assets), on condition that, after giving pro forma effect to such transaction and any related transactions, the Corporation and its Restricted Subsidiaries on a consolidated basis, for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred, (A) would have had a Leverage Ratio of not greater than the Leverage Ratio on the Issue Date and (B) would have had a Leverage Ratio lower than the Leverage Ratio for such period immediately prior to giving pro forma effect to such transaction and any related transactions; and

(20) incurrence by the Corporation or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount not to exceed $50.0 million at any time outstanding.

(c) For purposes of determining compliance with this Section 10:

(1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (1) through (20) of Section 10(b) or is entitled to be incurred pursuant to Section 10(a),

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the Corporation, in its sole discretion, shall classify or reclassify such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of the above clauses; provided, however, that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 10(b); and

(2) at the time of incurrence, the Corporation shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 10(a) and Section 10(b).

(d) Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 10.

(e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

(f) The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 11. Transactions with Affiliates.

(a) The Corporation shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Corporation (each of the foregoing, an “Affiliate Transaction” involving aggregate payments or consideration in excess of $2.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Corporation or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Corporation or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Corporation;

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(A) with respect to any Affiliate Transaction or Series of related Affiliate Transactions involving aggregate payments or consideration in excess of $5.0 million, causes such Affiliate Transaction to be authorised by a resolution approved by a majority of the board of directors of the Corporation; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20.0 million, obtains a letter from an Independent Financial Advisor suiting that such transaction is fair to the Corporation or such Restricted Subsidiary from a financial point of view.

(b) The provisions of Section 11(a) shall not apply to the following:

(1) transactions between or among the Corporation or any of its Restricted Subsidiaries;

(2) transactions permitted by Section 4(b) and (c), or described in the definition of “Permitted Investments;”

(3) the payment to the applicable Affiliates of members of the Consortium pursuant to the Advisory Services Agreement of (i) co-advisory fees in an aggregate amount in any fiscal year not to exceed the amount of the ongoing advisory fee set forth in the Advisory Services Agreement as in effect on the Issue Date for such fiscal year, (ii) related expenses payable thereunder (calculated, solely for the purpose of this clause (3), assuming that such fees and related expenses had not been paid, when calculating Net Income), (plus any unpaid advisory fees within such amount, accrued interest thereon and related expenses accrued in any prior year), and (iii) any termination fees pursuant to the Advisory Services Agreement not to exceed the amount set forth in the Advisory Services Agreement as in effect on the Issue Date;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Corporation, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5) transactions as to which the Corporation or any of its Restricted Subsidiaries, as the case may be, obtains a letter from an Independent Financial Advisor stating that such transaction is fair to the Corporation or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Corporation or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Corporation or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the Transaction and the payment of all fees and expenses related to the Transaction;

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(8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms hereof that are fair to the Corporation and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Corporation or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(9) payments by the Corporation or any of its Restricted Subsidiaries to any of the members of the Consortium made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board in good faith;

(10) payments or loans (or cancellation of loans) to employees or consultants of the Corporation, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Corporation in good faith;

(11) investments by the members of the Consortium, directly or indirectly, in securities of the Corporation or any of its Restricted Subsidiaries so long as the investment is being offered generally to other investors on the same or more favorable terms;

(12) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Corporation or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided, however, that no Affiliate of the Corporation or any of its Subsidiaries other than the Corporation or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity; and

(13) transactions with Cumulus or any of its Affiliates involving or for the benefit of the Corporation and its Subsidiaries, including without any limitation any transactions regarding use of programming, network programming and sales, sales commissions, compensation to radio stations or the employment or compensation of personnel and contractors, including on air talent, in each case, (a) in the ordinary course of business, which are fair to the Corporation and its Restricted Subsidiaries, in the reasonable determination of the majority of disinterested members of the Board, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, or (b) which would not constitute a Change of Control because it meets the conditions of the proviso in the definition of “Change of Control.”

Section 12. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Corporation shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Corporation or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

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(B) pay any Indebtedness owed to the Corporation or any of its Restricted Subsidiaries;

(2) make loans or advances to the Corporation or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Corporation or any of its Restricted Subsidiaries.

(b) The restrictions in Section 12(a) shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Agreement and the related documentation;

(2) the Indenture, the Notes, the Guarantees and the Security Documents;

(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 12(a) on the property so acquired;

(4) applicable law or any applicable rule, regulation or order,

(5) any agreement or other instrument of a Person acquired by the Corporation or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Corporation pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 10 that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

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(9) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(10) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business; and

(11) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 12(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (10) of this Section 12(b); provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Corporation, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 13. Notices.

(a) Every notice required to be given by the Corporation to holders of Series A Preferred Stock pursuant to Section 7 shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the Redemption Date. Any notice mailed as provided in this Section 13 shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Notwithstanding the foregoing, if the Series A Preferred Stock is issued in book-entry Form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.

(b) All notices or communications in respect of the Series A Preferred Stock (other than pursuant to Section 7) shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted by the terms hereof, in the Certificate of Incorporation or Bylaws or by applicable law. Notwithstanding the foregoing, if the Series A Preferred Stock is issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Series A Preferred Stock in any manner permitted by such facility.

Section 14. Procedures for Voting and Consents.

The rules and procedures for calling and conducting any meeting of the holders of Series A Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules that the Board (or a duly authorized committee of the Board), in its discretion, may

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adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility, if any, on which the Series A Preferred Stock is listed or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series A Preferred Stock has been cast or given on any matter on which the holders of shares of Series A Preferred Stock are entitled to vote shall be determined by the Corporation by reference to the specified liquidation amount of the shares voted or covered by the consent (provided that the specified liquidation amount for any share of Series A Preferred Stock shall be the Liquidation Preference for such share) as if the Corporation were liquidated on the record date for such vote or consent if any, or in the absence of a record date, on the date for such vote or consent.

Section 15. Record Holders.

To the fullest extent permitted by applicable law, the Corporation and the transfer agent, if any, for the Series A Preferred Stock may deem and treat the record holder of any share of Series A Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 16. Replacement Certificates.

The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation or its agent. The Corporation or its agent shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation or its agent.

Section 17. Definitions; Usage.

(a) When used in this Exhibit A to the Amended and Restated Certificate of Incorporation, the following terms shall have the meanings set forth below:

“Acceptable Commitment” has the meaning set forth in Section 9(b).

“Accrued Dividends” has the meaning set forth in Section 6(a).

“Acquired Indebtedness” means, with respect to any specified Person.

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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“Advisory Services Agreement” means the advisory services agreement dated May 5, 2006 among Holdings, the Corporation, Cumulus Media Partners, LLC, a Delaware limited liability company, and affiliates of the members of the Consortium named therein, as amended, restated, supplemented or otherwise modified.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” has the meaning set forth in Section 11(a).

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Corporation or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the declaration or payment of any dividend that is permitted to be made under the terms of the Series A Preferred Stock;

(c) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

(d) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Corporation or by the Corporation or a Restricted Subsidiary to another Restricted Subsidiary;

(e) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(f) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

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(g) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h) foreclosures on assets;

(i) any financing transaction with respect to property built or acquired by the Corporation or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture; and

(j) the licensing of intellectual property.

“Asset Sale Offer” has the meaning set forth in Section 9(d).

“Board” has the meaning set forth in Section 3(a).

“Board Observer” has the meaning set forth in Section 8(a).

“Business Day” means each day which is not a Legal Holiday.

“Bylaws” means the Corporation’s Bylaws, as may be amended from time to time.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully and unconditionally guaranteed by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

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(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(6) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (of, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(7) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (6) above;

(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(9) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, on condition that such amounts are converted into United States dollars as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the cash component of Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, excluding, without limitation, original issue discount, non-cash interest expense, amortization and write-off of debt issuance costs, the interest component of any deferred payment obligations and net payments, if any, pursuant to Hedging Obligations; plus

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(2) the cash component of Consolidated Interest Expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any cash interest payment on Indebtedness of another person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon and limited to the amount of such guarantee or the fair market value of the properly secured by such Lien, as the case may be.

“Certificate of Incorporation” means the Corporation’s Amended and Restated Certificate of Incorporation, as may be amended from time to time.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a Series of related transactions, of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person; or

(2) the Corporation becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Corporation or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Corporation,

provided, that a “Change of Control” will not include a merger, consolidation or other business combination, in any such case, involving Cumulus and/or its controlled Affiliates if the Leverage Ratio of the Corporation or the successor thereto immediately following such transaction is not greater than the Leverage Ratio of the Corporation immediately prior to such merger, consolidation or other business combination.

“CMPSC” means CMP Susquehanna Corp., a Delaware corporation.

“Common Stock” has the meaning set forth in Section 2.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

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“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP) (d) the interest component of Capitalized Lease Obligations, and (c) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges; plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation of a Person shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Corporation, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that Consolidated Net Income of the Corporation shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

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(6) effects of adjustments (including the effects of such adjustments pushed down to the Corporation and its Restricted Subsidiaries) in the property and equipment, other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(7) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(8) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(9) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(10) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition. Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(11) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.

“Consortium” means Bain Capital Partners, LLC, The Blackstone Group, Thomas H. Lee Partners, L.P. and Cumulus and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Contribution Indebtedness” means Indebtedness of the Corporation or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Corporation or such Restricted Subsidiary after the Issue Date.

“Credit Facilities” means, with respect to the Corporation or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

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“Cumulus” means Cumulus Media Inc., a Delaware corporation.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Corporation or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to a resolution of the Board setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Dividend Payment Data” has the meaning set forth in Section 3(a).

“Dividend Record Date” has the meaning set forth in Section 3(a).

“Dividend Shares” has the meaning set forth in Section 3(a).

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

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(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided, however, that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of advisory fees and related expenses (other than pursuant to the Management Agreement or any replacement thereof) paid in such period to members of the Consortium (or their Affiliates, as applicable) to the extent otherwise permitted under Section 11; plus

(i) the amount of loss incurred by the Corporation or any Restricted Subsidiary in connection with acquiring “stick” stations or commencing operations under an owned, but not operated, license, in each case as a direct result of the acquisition of such station or initiation of such license within 24 months of the acquisition of the applicable station or initiation of operations in respect of the applicable license in an aggregate amount for all such stations and licenses not to exceed $5.0 million in any four fiscal quarter period,

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Corporation or any of its direct or indirect parent companies, other than:

(1) public offerings with respect to the Corporation’s or any direct or indirect parent company’s common stock registered on Form S-8;

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(2) issuances to any Subsidiary of the Corporation; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Offer” means the offer to exchange and solicitation of consents for any and all of the outstanding 9 7/8% Senior Subordinated Notes due 2014 of CMPSC by the Corporation and CMPSC, commenced on March 9, 2009.

“Excess Proceeds” has the meaning set forth in Section 9(d).

“Excluded Contribution” means net cash proceeds or marketable securities received by the Corporation from:

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Corporation or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Corporation) of Capital Stock of the Corporation;

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Corporation on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be.

“FCC” means the U.S. Federal Communications Commission.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period; and

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Guarantee” means the guarantee by any Guarantor of CMPSC’s obligations under the Indenture.

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“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantor” means the Corporation and each other Person that guarantees the Notes in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holdings” means CMP Susquehanna Holdings Corp., a Delaware corporation.

“‘incur” or “incurrence” has the meaning set forth in Section 10(a).

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

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(3) to the extent not otherwise included, the obligations of the type referred to in clause (I) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person.

“Indenture” means the indenture, dated on or about the Issue Date, among CMPSC, the Guarantors and Wells Fargo Bank, National Association, as trustee, governing the Notes.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Corporation, qualified to perform the task for which it has been engaged.

Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Corporation and its Subsidiaries; and

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2), which fund may also hold immaterial amounts of cash pending investment or distribution.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Corporation in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.

For purposes of the definition of “Unrestricted Subsidiary”:

(1) “Investments” shall include the portion (proportionate to the Corporation’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Corporation at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Corporation shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Corporation’s “Investment” in such Subsidiary at the time of such redesignation; less

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(b) the portion (proportionate to the Corporation’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the lime of such transfer, in each case as determined in good faith by the Corporation.

“Issue Date” has the meaning set forth in Section 1.

“Junior Securities” has the meaning set forth in Section 2.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Leverage Ratio” means, with respect to any specified Person on any date of determination (the “Calculation Date”) the ratio, on a pro forma basis, of (1) the sum of the aggregate outstanding amount of Indebtedness plus the aggregate liquidation preference of all Preferred Stock (except Preferred Stock issued to the Corporation or a Restricted Subsidiary) of such Person and its Restricted Subsidiaries as of the Calculation Date determined on a consolidated basis in accordance with GAAP to (2) the EBITDA of such Person and its Restricted Subsidiaries attributable to continuing operations and businesses for the four full fiscal quarters ended most recently prior to the Calculation Date.

For purposes of calculating the Leverage Ratio:

(1) acquisitions, including Investments, that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, and any incurrence or repayment of other Indebtedness or preferred stock, at any time subsequent to the beginning of the four quarter reference period and on or prior to the date of determination, as if such incurrence or issuance, or the repayment, as the case may be, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average balance of such Indebtedness at the end of each month during such period);

(2) For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Corporation;

(3) transactions giving rise to the need to calculate the Leverage Ratio shall be assumed to have occurred on the first day of the four-quarter reference period;

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(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed (o have been a Restricted Subsidiary at all times during such four-quarter period; and

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.

Furthermore, in calculating Consolidated Interest Expense for purposes of the calculation of EBITDA, (a) interest on Indebtedness determined on a fluctuating basis as of the date of determination (including Indebtedness actually incurred on the date of the transaction giving rise to the need to calculate the Leverage Ratio) and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness as in effect on the date of determination and (b) notwithstanding clause (a) above, interest determined on a fluctuating basis, to the extent such interest is covered by Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected wider applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

“Liquidation Event” has the meaning set forth in Section 6(a).

“Liquidation Preference” has the meaning set forth in Section 6(a).

“Management Agreement” means the management agreement dated May 5, 2006 between Cumulus and Holdings, as amended, restated, supplemented or otherwise modified.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Corporation or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of

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Section 9(b)) to be paid as a result of such Transaction and any deduction of appropriate amounts to be provided by the Corporation or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Corporation or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Notes” means the Variable Rate Senior Subordinated Secured Second Lien Notes due 2014 of CMPSC, issued pursuant to the Indenture.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Parity Securities” has the meaning set forth in Section 2.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Corporation or any of its Restricted Subsidiaries and another Person; provided, however, that any cash or Cash Equivalents received must be applied in accordance with Section 9.

“Permitted Investments” means:

(1) any Investment in the Corporation or any of its Restricted Subsidiaries;

(2) any Investment by the Corporation or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Corporation or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(3) guarantees of Indebtedness permitted under Section 10;

(4) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

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(5) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (5) that arc at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 3.5% of Total Assets all the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(6) advances to, or guarantees of Indebtedness of, employees not in excess of $10.0 million outstanding at any one time, in the aggregate;

(7) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices; and

(8) Investments in Permitted Joint Ventures having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8), that are at that time outstanding not to exceed 1.0% of Total Assets at the time of such Investment (with the fair market value being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Joint Ventures” means a corporation, partnership or other entity (other than a Subsidiary) engaged in one or more Similar Businesses in respect of which the Corporation or a Restricted Subsidiary (a) beneficially owns at least 20% of the Equity Interests of such entity and (b) either is a party to an agreement empowering one or more parties to such agreement (which may or may not be the Corporation or a Subsidiary), or is a member of a group that, pursuant to the constituent documents of the applicable corporation, partnership or other entity, has the power, to direct the policies, management and affairs of such entity.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Redemption Date” has the meaning set forth in Section 7(b).

“Redemption Notice” has the meaning set forth in Section 7(b).

“Redemption Price” has the meaning set forth in Section 7(b).

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided, however, that any assets received by the Corporation or a Restricted Subsidiary in exchange for assets transferred by the Corporation or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Corporation (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Corporation or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Corporation or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Corporation or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Documents” means the security agreements, pledge agreements, mortgages, collateral assignments and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in the Collateral as contemplated by the Indenture.

“Senior Credit Agreement” means the Senior Credit Agreement, dated as of May 5, 2006 by and among CMPSC, the Corporation, the other guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank Trust Company Americas, as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

“Senior Credit Facilities” means the credit facility under the Senior Credit Agreement.

“Senior Indebtedness” means:

(1) all Indebtedness of CMPSC, the Corporation or any other Guarantor outstanding under the Senior Credit Facilities and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of CMPSC, the Corporation or any other Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification

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amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of CMPSC, the Corporation or any other Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof);

(3) any other Indebtedness of CMPSC, the Corporation or any other Guarantor; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3).

“Senior Securities” has the meaning set forth in Section 2.

“Senior Subordinated Indebtedness” means:

(1) Indebtedness which ranks equal in right of payment to the Notes issued by CMPSC; and

(2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of the Notes.

“Series A Preferred Stock” has the meaning set forth in Section 1.

“Similar Business” means any business conducted or proposed to be conducted by the Corporation and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Stated Value” has the meaning set forth in Section 1.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

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(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantor” means each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of the Indenture.

“Total Assets” means the total assets of the Corporation and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Corporation or such other Person as may be expressly stated.

“Total Indebtedness” means the total Indebtedness of the Corporation and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Corporation.

“Transaction” means the transactions contemplated by the Exchange Offer.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Corporation which at the time of determination is an Unrestricted Subsidiary (as designated by the Corporation, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Corporation may designate any Subsidiary of the Corporation (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Corporation or any Subsidiary of the Corporation (other than solely any Subsidiary of the Subsidiary to be so designated); provided, however, that:

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Corporation; and

(2) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Corporation or any Restricted Subsidiary.

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The Corporation may designate any Unrestricted Subsidiary to be a Restricted Subsidiary on condition that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Corporation could incur at least $1.00 of additional Indebtedness pursuant to the Leverage Test; or

(2) the Leverage Ratio for the Corporation its Restricted Subsidiaries would not be greater than such ratio for the Corporation and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Corporation shall be notified by the Corporation to the Board Observer by promptly transmitting to the Board Observer a copy of the resolution of the board of directors of the Corporation or any committee thereof giving effect to such designation and shall certify that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the rime entitled to vote in the election of the board of directors of such Person.

“Warrants” means the warrants to purchase up to 4,000,000 shares of Common Stock at an exercise price of $0.01 per share, issued on or about the Issue Date pursuant to the Exchange Offer.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than shares owned by such Person’s directors) shall at the time be owned by such Person or by one or more Wholly owned Subsidiaries of such Person.

(b) For purposes of the definitions set forth above, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

* * * * *

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EX-3.20

Exhibit 3.20

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SUSQUEHANNA PFALTZGRAFF CO.

FIRST: The name of the corporation (the “Corporation”) is Susquehanna Pfaltzgraff Co.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, with a par value of $.01 per share.

FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.

SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional by-laws and may alter, amend or repeal any by-law whether adopted by them or otherwise. The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

2

EX-3.32

Exhibit 3.32

AS AMENDED THROUGH JUNE 2, 2010

CERTIFICATE OF

RESTATED ARTICLES OF INCORPORATION

OF

CITADEL BROADCASTING COMPANY

The undersigned, being the President and Secretary, respectively, of Citadel Broadcasting Company (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, do hereby declare and state that:

FIRST: The name of the corporation is Citadel Broadcasting Company, the date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Nevada was August 21, 1991; the date of filing of the Certificate of Amended and Restated Certificate of Incorporation with the Nevada Secretary of State was July 24, 1992; the date of filing of the Certificate of Second Amended and Restated Certificate of Incorporation with the Nevada Secretary of State was May 4, 1993; the date of filing of the Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State was October 1, 1993; and the date of filing of the Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State was April 26, 1994.

SECOND: These Amended and Restated Articles of Incorporation have been duly adopted in accordance with the provisions of Sections 78.385, 78.390 and 78.403 of the Nevada Revised Statutes. The sole stockholder of the Corporation has duly adopted a resolution to amend and restate the Certificate of Incorporation, as set forth in these Restated Articles of Incorporation.

THIRD: The text of the Certificate of Incorporation is hereby amended and restated to read as herein set forth in full:

ARTICLE I

NAME OF THE CORPORATION

The name of this corporation is Citadel Broadcasting Company.

ARTICLE II

REGISTERED AGENT AND REGISTERED OFFICE

The address of the Corporation’s registered office in the State of Nevada is c/o The Corporation Trust Company of Nevada, One East First Street, City of Reno, County of Washoe, State of Nevada. The name of its resident agent at such address is The Corporation Trust Company of Nevada.

ARTICLE III

PURPOSE OF THE CORPORATION

The purpose of the Corporation is to engage in any or all lawful activity for which corporations may be organized under the General Corporation Law of the State of Nevada.

ARTICLE IV

CAPITAL STOCK; FCC MATTERS

4.1. Total Number of Shares of Stock. The total number of shares of stock of all classes that the Corporation shall have authority to issue is 4,136,300. The authorized capital stock is divided into 4,000,000 shares of Preferred Stock, no par value (the “Preferred Stock”), and 136,300 shares of Common Stock, $0.001 par value per share (the “Common Stock”). The shares of the Corporation, after the subscription price therefor has been paid, shall not be subject to assessment to pay the debts of the Corporation, and no shares issued as fully paid up shall ever be assessable or assessed.

4.2 Preferred Stock.

(a) The shares of Preferred Stock of the Corporation may be issued from time to time in one or more classes or series thereof, the shares of each class or series thereof to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed herein or in the resolution or resolutions providing for the issuance of such class or series, adopted by the Board of Directors as hereinafter provided. All shares of the same class and series of Preferred Stock will be identical, but shares of different classes or series of Preferred Stock need not be identical or rank equally except as provided by law or herein.

(b) Authority is hereby expressly granted to the Board of Directors of the Corporation, subject to the provisions of this Article IV and to the limitations prescribed by the Nevada General Corporation Law, to authorize the issue of one or more classes, or series thereof, of Preferred Stock and with respect to each such class or series to fix by the resolution or resolutions providing for the issue of such class or series the voting powers, full or limited, if any, of the shares of such class or series and the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each class or series thereof shall include, but not be limited to, the determination or fixing of the following:

(i) the maximum number of shares to constitute such class or series, which may subsequently be increased or decreased (but not below the number of shares of that class or series then outstanding) by resolution of the Board of Directors, the distinctive designation thereof and the stated value thereof if different than the par value thereof;

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(ii) the dividend rate of such class or series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of stock or any other series of any class of stock of the Corporation, and whether such dividends shall be cumulative or noncumulative;

(iii) whether the shares of such class or series shall be subject to redemption by the Corporation and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption;

(iv) the terms and amount of any sinking fund established for the purchase or redemption of the shares of such class or series;

(v) whether or not the shares of such class or series shall be convertible into or exchangeable for shares of any other class or classes of any stock or any other series of any class of stock of the Corporation, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange;

(vi) the extent, if any, to which the holders of shares of such class or series shall be entitled to vote with respect to the election of directors or otherwise;

(vii) the restrictions, if any, on the issue or reissue of any additional shares of Preferred Stock;

(viii) whether or not the issue of any additional shares of any such class or series or of any other class or series in addition to such class or series shall be subject to restrictions in addition to the restrictions, if any, on the issue of additional shares imposed in the resolution or resolutions fixing the terms of any outstanding class or series of Preferred Stock theretofore issued pursuant to this Section 4.2 and, if subject to additional restrictions, the extent of such additional restrictions; and

(ix) the rights of the holders of the shares of such class or series upon the dissolution, liquidation or winding up of, or upon the distribution of assets of, the Corporation.

For purposes of this Section 4.2, the voluntary sale, conveyance, lease, exchange or transfer of all or substantially all the property or assets of the Corporation or a consolidation or merger of the Corporation with one or more other corporations (whether or not the Corporation is the corporation surviving such consolidation or merger) shall not be deemed to be a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

The Board of Directors of the Corporation is further expressly vested with the authority to make the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any class or series of Preferred Stock dependent upon facts ascertainable outside this Certificate of Incorporation or of any amendment hereto, or outside the resolutions or resolutions providing for the issuance of such stock adopted by the Board of Directors, provided that the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such class or series of Preferred Stock is clearly and expressly set forth in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors of the Corporation.

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(c) Before any dividends shall be declared or paid or any distribution ordered or made upon the Common Stock (other than a dividend payable in Common Stock), the Corporation shall comply with the dividend and sinking fund provisions, if any, of any resolution or resolutions providing for the issuance of any class or series of Preferred Stock any shares of which shall at the time be outstanding. Subject to the foregoing sentence, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all classes and series, to receive such dividends as from time to time may be declared by the Board of Directors of the Corporation.

4.3 Common Stock. Except as otherwise provided in this Certificate of Incorporation, holders of Common Stock shall be entitled to one vote for each share of Common Stock held by them on each matter on which they are entitled to vote. The holders of Common Stock shall be entitled to participate share for share in any cash dividend which may be declared from time to time on the Common Stock of the Corporation by the Board of Directors and to receive pro rata the net assets of the Corporation on dissolution, liquidation or winding up of the Corporation, in both cases subject to all amounts to which the holders of Preferred Stock are entitled to receive or have set aside.

4.4 FCC Matters. In accordance with the Federal Communications Act of 1934, as amended (“Communications Act”), and the rules, regulations and policies promulgated by the FCC thereunder (“FCC Regulations”), the Board of Directors of the Corporation may: (a) prohibit the ownership or voting of more than 20% of the Corporation’s outstanding capital stock by or for the account of aliens or their representatives or by a foreign government or representative thereof or by any corporation organized under the laws of a foreign country (collectively “Aliens”), or by or for corporations of which any officer is an Alien, more than one-fourth of its directors are Aliens, or of which more than one-fourth of its capital stock is owned of record or voted by Aliens, or by any other entity that is (i) subject to or deemed to be subject to management influence by Aliens or (ii) the equity of which is owned, controlled by, or held for the benefit of, Aliens in a manner that would cause the Corporation to be in violation of the Communications Act or the FCC Regulations; (b) prohibit any transfer of the Corporation’s stock which would cause more than 20% of the Corporation’s outstanding capital stock to be owned or voted by or for any person or entity designated in foregoing clause (a); and (c) prohibit the ownership, voting or transfer of any portion of its outstanding capital stock to the extent the ownership, voting or transfer of such portion would cause the Corporation to violate or otherwise result in violation of any provision of the Communications Act or the FCC Regulations.

Notwithstanding any provisions contained herein to the contrary, if prior approvals must be obtained from the FCC (the “FCC Approvals”), (i) no stockholder other than the holders of Common Stock shall possess any voting rights except as permitted by law; (ii) no stockholder other than the holders of Common Stock may nominate, appoint or designate any member of the Board of Directors; and (iii) no stockholder shall be entitled to exercise any conversion rights or voting rights, until the FCC Approvals have been obtained.

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ARTICLE V

LIABILITY

To the full extent permitted by General Corporation Law of State of Nevada in effect from time to time and to no greater extent, no officer or member of the Board of Directors shall be liable for monetary damages for breach of fiduciary duty in his or her capacity as an officer or a director in any action brought by or on behalf of the Corporation or any of its shareholders.

ARTICLE VI

INDEMNIFICATION

To the full extent permitted by law, the Corporation shall indemnify any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as director at the request of the Corporation or any predecessor of the Corporation.

ARTICLE VII

DURATION

The duration of the corporation shall be perpetual.

ARTICLE VIII

NO PREEMPTIVE RIGHTS

The shareholders of the corporation shall have no preemptive rights.

ARTICLE IX

BOARD OF DIRECTORS

The members of the governing board of the Corporation shall be styled as directors. The number of directors constituting the current Board of Directors is eight (8), and the number of directors shall be as fixed from time to time pursuant to the provisions contained in the Bylaws. The names and addresses of the current directors are:

Lawrence R. Wilson 1015 Eastman Drive Bigfork, MT 59911	John E. von Schlegell The Endeavour Capital Fund Limited Partnership 4380 SW Macadem Suite 460 Portland, OR 97201	Michael J. Ahearn c/o Satloc, Inc. 4670 South Ash Avenue Tempe, AZ 85282
Scott E. Smith 200 West Madison Street Suite 3510 Chicago, IL 60606	Christopher P. Hall Piliero, Goldstein, Jenkins & Hall 392 Madison Avenue New York, NY 10017	J. Walter Corcoran Oxford Analytical 200 Park Avenue New York, NY 10166
Mark A. Leavitt c/o Prudential Securities Incorporated 1 New York Plaza New York, NY 10273	Harlan A. Levy 444 East 86th Street New York, NY 10028

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ARTICLE X

The Corporation shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 to the United States Code (the “Bankruptcy Code”) as in effect on the date of filing this Certificate of Amendment with the Secretary of State of the State of Nevada; provided, however, that this Article X (i) will have no further force and effect beyond that required under section 1123(a)(6) of the Bankruptcy Code; (ii) will have such force and effect, if any, only for so long as section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to the Corporation; and (iii) in all events may be amended or eliminated in accordance with applicable law from time to time in effect.

DATED: June 30, 1997.

(Signatures follow on next page)

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CITADEL BROADCASTING COMPANY, a Nevada corporation
By:	/s/ Lawrence R. Wilson
	Lawrence R. Wilson President
By:	/s/ Donna L. Heffner
	Donna L. Heffner Secretary

STATE OF N.Y.	)
	)	SS:
COUNTY OF N.Y.	)

The foregoing instrument was acknowledged before me this 30th day of June, 1997, by Lawrence R. Wilson, President of Citadel Broadcasting Company.

	/s/ Elaine Gerace
	Notary Public
[SEAL:
	ELAINE GERACE
Notary Public, State of New York
	01GE4996717
Qualified in Queens County
Commission Expires on May 18, 1998]

STATE OF N.Y.	)
	)	SS:
COUNTY OF N.Y.	)

The foregoing instrument was acknowledged before me this 30th day of June, 1997, by Donna L. Heffner, Secretary of Citadel Broadcasting Company.

	/s/ Elaine Gerace
	Notary Public
[SEAL:
	ELAINE GERACE
Notary Public, State of New York
	01GE4996717
Qualified in Queens County
Commission Expires on May 18, 1998]

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EX-3.33

Exhibit 3.33

AMENDED AND RESTATED BYLAWS

OF CITADEL BROADCASTING COMPANY

ARTICLE I

STOCKHOLDERS

Section 1.01 Annual Meeting. An annual meeting of the stockholders of the corporation shall be held on the date and at the time and place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other business as may properly come before the meeting. If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

Section 1.02 Special Meetings.

(a) Special meetings of the stockholders may be called by the chairman, the president or the Board of Directors and shall be called by the chairman, the president or the Board of Directors at the written request of the holders of not less than 51% of the voting power of any class of the corporation’s stock entitled to vote.

(b) No business shall be acted upon at a special meeting except as set forth in the notice calling the meeting, unless one of the conditions for the holding of a meeting without notice set forth in Section 1.05 shall be satisfied, in which case any business may be transacted and the meeting shall be valid for all purposes.

Section 1.03 Place of Meetings. Any meeting of the stockholders of the corporation may be held at its registered office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by stockholders entitled to vote may designate any place for the holding of such meeting.

Section 1.04 Notice of Meetings.

(a) The president, a vice president, the secretary, an assistant secretary or any other individual designated by the Board of Directors shall sign and deliver written notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and rime of the meeting and the purpose or purposes for which the meeting is called.

(b) In the case of an annual meeting, any proper business may be presented for action, except that action on any of the following items shall be taken only if the general nature of the proposal is stated in the notice:

(1) Action with respect to any contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any corporation, firm or association in which one or more of the corporation’s directors or officers is a director or officer or is financially interested;

(2) Adoption of amendments to the Articles of Incorporation; or

(3) Action with respect to a merger, share exchange, reorganization, partial or complete liquidation, or dissolution of the corporation.

(c) A copy of the notice shall be personally delivered or mailed postage prepaid to each stockholder of record entitled to vote at the meeting at the address appearing on the records of the corporation, and the notice shall be deemed delivered the date the same is deposited in the United States mail for transmission to such stockholder. If the address of any stockholder does not appear upon the records of the corporation, it will be sufficient to address any notice to such stockholder at the registered office of the corporation.

(d) The written certificate of the individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice.

(e) Any stockholder may waive notice of any meeting by a signed writing, either before or after the meeting. A written waiver of notice, whether given before or after the meeting to which it relates, shall be equivalent to the giving of notice of such meeting to the stockholder or stockholders signing such waiver.

(f) Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 1.05 Meeting Without Notice.

(a) Whenever all persons entitled to vote at any meeting consent, either by:

(1) A writing on the records of the meeting or filed with the secretary; or

(2) Presence at such meeting and oral consent entered on the minutes; or

(3) Taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.

(b) At such meeting any business may be transacted that is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

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(c) If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.

(d) Such consent or approval may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section 1.06 Determination of Stockholders of Record.

(a) For the purpose of determining the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

(b) If no record date is fixed, the record date for determining stockholders: (i) entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; (ii) entitled to express consent to corporate action in writing without a meeting shall be the day on which the first written consent is signed; and (iii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.07 Quorum; Adjourned Meetings.

(a) Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the voting power of the corporation’s stock, represented in person or by proxy, are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power within each such class is necessary to constitute a quorum of each such class.

(b) If a quorum is not represented, a majority of the voting power so represented may adjourn the meeting from time to time until holders of the voting power required to constitute a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted as originally called. When a stockholders’ meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum of the voting power.

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Section 1.08 Voting.

(a) Unless otherwise provided in the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder of record, or such stockholder’s duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder’s name on the record date.

(b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (including pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting trust. With respect to shares held by a representative of the estate of a deceased stockholder, or by a guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver; provided, that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written proof of such appointment.

(c) With respect to shares standing in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the Board of Directors of such other corporation or by such individual (including the officer making the authorization) authorized in writing to do so by the chairman of the Board of Directors, president or any vice-president of such corporation and (ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder upon presentation to the corporation of satisfactory evidence of his authority to do so.

(d) Notwithstanding anything to the contrary herein contained, no votes may be cast for shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.

(e) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

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(f) With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:

(1) If only one person votes, the vote of such person binds all.

(2) If more than one person casts votes, the act of the majority so voting binds all.

(3) If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

(g) If a quorum is present, unless the Articles of Incorporation provide for a different proportion, the affirmative vote of holders of at least a majority of the voting power represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless voting by classes is required for any action of the stockholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the affirmative vote of holders of at least a majority of the voting power of each such class shall be required.

Section 1.09 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. No proxy is valid after the expiration of six (6) months from the date of its creation, unless it is coupled with an interest, or unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed seven years from the date of its creation. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.

Section 1.10 Order of Business. At the annual stockholders meeting, the regular order of business shall be determined by the Chairman of such meeting.

Section 1.11 Absentees’ Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had and approved at a meeting duly held after regular call and notice if a quorum is represented, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not represented in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not properly included in the notice if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice or consent, except as otherwise provided in Section 1.04(a) and (b) of these Bylaws.

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Section 1.12 Telephonic Meetings. Stockholders may participate in a meeting of the stockholders by means of a telephone conference or similar method of communication by which all individuals participating in the meet can hear each other. Participation in a meeting pursuant to this Section 1.12 constitutes presence in person at the meeting.

Section 1.13 Action Without Meeting. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by the holders of the voting power of the corporation that would be required at a meeting to constitute the act of the stockholders. Whenever action is taken by written consent, a meeting of stockholders need not be called or notice given. The written consent may be signed in counterparts and must be filed with the minutes of the proceedings of the stockholders.

Section 1.14 Transfer of Shares to Aliens.

(a) Except as otherwise provided by law, not more than twenty percent (20%) of the aggregate number of shares of stock outstanding shall at any time be owned of record by or for the account of aliens or their representatives, a foreign government or representative thereof, or any corporation organized under the laws of a foreign country.

(b) Shares of stock shall be transferable on the books of the corporation to aliens and their representatives, foreign governments and representatives thereof, and corporations organized under the laws of foreign countries (or to any persons holding for the account of aliens and their representatives, foreign governments and representatives thereof, and corporations organized under the laws of foreign countries) only, if after giving effect to such transfer, the aggregate number of shares of voting stock owned by or for the account of aliens and their representatives, foreign governments and representatives thereof, and corporations organized under the laws of foreign countries, would be not more than twenty percent (20%) of the number of shares of stock then outstanding.

(c) The Board of Directors may from time to time make such rules and regulations as it may deem necessary or appropriate to enforce the foregoing provisions of this Section 1.14.

Section 1.15 Organization of Meetings. At each meeting of the stockholders, the President, or, if he or she is absent therefrom, another officer of the corporation chosen as chairman of such meeting by stockholders holding a majority of the shares present in person or by proxy and entitled to vote thereat, or, if all the officers of the corporation are absent therefrom, a stockholder of record so chosen, shall act as chairman of the meeting and preside thereat. The Secretary, or, if he or she is absent from the meeting or is required pursuant to the provisions of this Section 9 to act as chairman of such meeting, the person (who shall be an Assistant Secretary, if any and if present) whom the chairman of the meeting shall appoint shall act as secretary of the meeting and keep the minutes thereof.

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ARTICLE II

DIRECTORS

Section 2.01 Number, Tenure, and Qualifications. Unless a larger number is required by the laws of the State of Nevada or the Articles of Incorporation or until changed in the manner provided herein, the Board of Directors of the corporation shall consist of at least one (1) individual who shall be elected at the annual meeting of the stockholders of the corporation and who shall hold office for one (1) year or until his or her successor or successors are elected and qualify. A director need not be a stockholder of the corporation.

Section 2.02 Change In Number. Subject to any limitations in the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, the number of directors may be changed from time to time by resolution adopted by the Board of Directors or the stockholders.

Section 2.03 Reduction In Number. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 2.04 Resignation. Any director may resign effective upon giving written notice to the chairman of the Board of Directors, the president, the secretary, or in the absence of all of them, any other officer, unless the notice specifies a later time for effectiveness of such resignation.

Section 2.05 Removal.

(a) The Board of Directors of the corporation, by majority vote, may declare vacant the office of a director who has been convicted of a felony or who has been declared incompetent by an order of a court of competent jurisdiction.

(b) Any director may be removed from office by the vote or written consent of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote, except that if the corporation’s Articles of Incorporation provide for the election of directors by cumulative voting, no director may be removed from office except upon the vote of stockholders owning sufficient shares to have prevented such director’s election to office in the first instance.

Section 2.06 Vacancies.

(a) Unless otherwise provided in the Articles of Incorporation, all vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum unless it is otherwise provided in the Articles of Incorporation unless, in the case of removal of a director, the stockholders by a majority of voting power shall have appointed a successor to the removed director. Subject to the provisions of Subsection (b) below, (i) in the case of the replacement of a director, the appointed director shall hold office during the remainder of the term of office of the replaced director, and (ii) in the case of an increase in the number of directors, the appointed director shall hold office until the next meeting of stockholders at which directors are elected.

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(b) If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders constitute less than a majority of the directors then in office, any holder or holders of an aggregate of at least forty percent (40%) of the total voting power entitled to vote may call a special meeting of the stockholders to elect the entire Board of Directors. The term of office of any director shall terminate upon such election of a successor.

Section 2.07 Annual and Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual or any special meeting of the stockholders at which directors are elected other than pursuant to Section 2.06 of this Article, the Board of Directors, including newly elected directors, shall hold its annual meeting without notice, other than this provision, to elect officers and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings.

Section 2.08 Special Meetings. Special meetings of the Board of Directors may be called by the chairman, or if there is no chairman, by the president or secretary, and shall be called by the chairman, the president or the secretary upon the request of any two (2) directors. If the chairman refuses or, if there is no chairman, if both the president and secretary refuse or neglect to call such special meeting, a special meeting may be called by notice signed by any two (2) directors.

Section 2.09 Place of Meetings. Any regular or special meeting of the directors of the corporation may be held at such place as the Board of Directors may designate or, in the absence of such designation, at the place designated in the notice calling the meeting. A waiver of notice signed by directors may designate any place for the holding of such meeting.

Section 2.10 Notice of Meetings. Except as otherwise provided in Section 2.07, there shall be delivered to all directors, at least forty-eight (48) hours before the time of a meeting, a copy of a written notice of the meeting, by delivery of such notice personally, by mailing such notice postage prepaid, or by telegram. Such notice shall be addressed in the manner provided for notice to stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the Minutes of the meeting or taking part in deliberations of the meeting without objection shall constitute a waiver of notice of such meeting. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting is not properly called or convened shall not constitute presence nor a waiver of notice for purposes hereof.

Section 2.11 Quorum; Adjourned Meetings.

(a) A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.

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(b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 2.12 Board of Directors’ Decisions. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.

Section 2.13 Telephonic Meetings. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a telephone conference or similar method of communication by which all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this Section 2.13 constitutes presence in person at the meeting.

Section 2.14 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts and must be filed with the minutes of the proceedings of the Board of Directors or committee.

Section 2.15 Powers and Duties.

(a) Except as otherwise restricted by Nevada law or the Articles of Incorporation, the Board of Directors has full control over the affairs of the corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the corporation to any standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the corporation, each with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.

(b) The Board of Directors may present at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at an annual meeting or a special meeting of the stockholders shall present, a full and clear report of the condition of the corporation to the stockholders.

(c) The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present.

Section 2.16 Compensation. The directors and members of committees shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board of Directors or committees. Subject to any limitations contained in the laws of the State of Nevada, the Articles of Incorporation or any contract or agreement to which the corporation is a party, directors may receive compensation for their services as directors as determined by the Board of Directors.

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Section 2.17 Board of Directors’ Officers.

(a) At its annual meeting, the Board of Directors may elect, from among its members, a chairman who shall preside at meetings of the Board of Directors and may preside at meetings of the stockholders. In the absence of such election, the president shall serve as chairman of the Board of Directors. The Board of Directors may also elect such other officers of the Board of Directors and for such term as it may from time to time deem advisable.

(b) Any vacancy in any office of the Board of Directors because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 2.18 Order of Business. The order of business at any meeting of the Board of Directors shall be determined by the Chairman of such meeting.

ARTICLE III

OFFICERS

Section 3.01 Election. The Board of Directors, at its annual meeting, shall elect a president, a secretary and a treasurer to hold office for a term of one (1) year or until their successors are chosen and qualify. Any individual may hold two or more offices. The Board of Directors may, from time to time, by resolution, elect one or more vice-presidents, assistant secretaries and assistant treasurers and appoint agents of the corporation, prescribe their duties and fix their compensation.

Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by it with or without cause. Any officer may resign at any time upon written notice to the corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the corporation and such officer or agent.

Section 3.03 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 3.04 President. Unless otherwise directed by the Board of Directors, the president shall be the chief executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not expressly delegated to some other officer or agent of the corporation and shall perform such other duties as prescribed by the Board of Directors. If the Board of Directors shall, pursuant to Section 2.17, elect someone other than the president as chairman of the Board of Directors and such chairman elects not to preside or is absent, the president shall preside at meetings of the stockholders and of the Board of Directors.

Section 3.05 Vice-Presidents. The Board of Directors may elect one or more vice-presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act and such other duties as shall be prescribed by the Board of Directors or the president.

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Section 3.06 Secretary. The secretary shall keep, or cause to be kept, the minutes of proceedings of the stockholders and the Board of Directors in books provided for that purpose. The secretary’ shall attend to the giving and service of all notices of the corporation, may sign with the president in the name of the corporation all contracts in which the corporation is authorized to enter, shall have the custody or designate control of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge or designate control of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the secretary.

Section 3.07 Assistant Secretaries. The Board of Directors may appoint one or more assistant secretaries who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the secretary.

Section 3.08 Treasurer. The treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation. Unless otherwise specified by the Board of Directors, the treasurer may sign with the president all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the treasurer. The treasurer shall enter, or cause to be entered, regularly in the financial records of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and, whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts. The treasurer shall at all reasonable times exhibit the books of account to any director of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors.

The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

Section 3.09 Assistant Treasurers. The Board of Directors may appoint one or more assistant treasurers who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the treasurer. The Board of Directors may require an assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the

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faithful performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.01 Issuance. Shares of the corporation’s authorized stock shall, subject to any provisions or limitations Nevada law, the Articles of Incorporation or any contracts or agreements to which the corporation may be a party, be issued, or otherwise reserved, in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.

Section 4.02 Certificates. Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the corporation and shall be manually signed by the president or a vice-president and also by the secretary, an assistant secretary, the treasurer, or an assistant treasurer; provided, however, whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of said officers, the transfer agent or transfer clerk or the registrar of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the corporation uses facsimile signatures of its officers and agents on its stock certificates, it shall not act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement or summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement, if applicable, that the shares are assessable. All certificates shall be consecutively numbered. If provided by the stockholder, the name, address and federal tax identification number of the stockholder, the number of shares, and the date of issue shall be entered in the stock transfer records of the corporation.

Section 4.03 Surrendered, Lost or Destroyed Certificates. All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with the stockholder’s affidavit of the facts surrounding the loss, theft, destruction or mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the current market value of the stock, and upon such terms as the treasurer or the Board of Directors shall require, to indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

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Section 4.04 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but the order operates to suspend such rights only after notice and until compliance.

Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificates therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer-shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the corporation.

Section 4.06 Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerk and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent, transfer clerk and/or registrar of transfer.

Section 4.07 Stock Transfer Records. The stock transfer records shall be closed for a period of at least ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of distributions as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable for purposes of Article V and no voting rights shall be deemed transferred during such periods. Subject to the forgoing limitations, nothing contained herein shall cause transfers during such periods to be void or voidable.

Section 4.08 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the corporation’s stock.

ARTICLE V

DISTRIBUTIONS

Section 5.01 Distributions. Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the date of such distribution.

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ARTICLE VI

RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

Section 6.01 Records. All original records of the corporation shall be kept by or under the direction of the secretary or at such places as may be prescribed by the Board of Directors.

Section 6.02 Directors’ and Officers’ Right of Inspection. Every director and officer shall have the absolute right at any reasonable time for a purpose reasonably related to the exercise of such individual’s duties to inspect and copy all of the corporation’s books, records, and documents of every kind and to inspect the physical properties of the corporation and its subsidiary corporations. Such inspection may be made in person or by agent or attorney.

Section 6.03 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

Section 6.04 Fiscal Year-End. The fiscal year-end of the corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.

Section 6.05 Reserves. The Board of Directors may create, by resolution, such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize distributions or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created.

Section 6.06 Voting of Securities Owned by the Corporation. Each of the president, secretary and treasurer shall have full power and authority on behalf of the corporation to attend and to act and to vote, or designate such other officer or agent of the corporation to attend and to act and to vote, at any meetings of the stockholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any other person or persons to exercise such powers for these purposes.

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ARTICLE VII

INDEMNIFICATION

Section 7.01 Indemnification and Insurance.

(a) Indemnification of Directors and Officers.

(i) For purposes of this Article, (A) “Indemnitee” shall mean each individual who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving in any capacity at the request of the corporation as a director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending or completed action or suit (including without limitation an action, suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative or investigative.

(ii) Each Indemnitee shall be indemnified and held harmless by the corporation for all actions taken by him or her and for all omissions (regardless of the date of any such action or omission), to the fullest extent permitted by Nevada law, against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding.

(iii) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

(b) Non-Exclusivity of Rights.

The rights to indemnification provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the corporation’s Articles of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise.

(c) Insurance.

The corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.

(d) Expenses incurred by an Indemnitee in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation as authorized by this Article VII.

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(e) Other Financial Arrangements.

The other financial arrangements which may be made by the corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.

(f) Other Matters Relating to Insurance or Financial Arrangements.

Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by the corporation. In the absence of fraud:

(i) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and

(ii) the insurance or other financial arrangement:

(A) is not void or voidable; and

(B) does not subject any director approving it to personal liability for his action,

even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

Section 7.02 Amendment. The provisions of this Article relating to indemnification shall constitute a contract between the corporation and each of its directors and officers, which may be modified as to any director or officer only with that person’s consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any director or officer shall apply to such director or officer only on a prospective basis and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the directors of the corporation then serving, or (b) by the stockholders as set forth in Article VIII hereof; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.

Section 7.03 Changes in Nevada Law. References in this Article to Nevada law or to any provision thereof shall be to such law as it existed on the date this Article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the corporation may provide, the rights to limited liability, to

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indemnification and to the advancement of expenses provided in the corporation’s Articles of Incorporation or these Bylaws or both shall continue as theretofore to the extent permitted by law; and (b) if such change permits the corporation, without the requirement of any further action by stockholders or directors, to limit further the liability of directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE VIII

INAPPLICABILITY OF ACQUISITION OF

CONTROLLING INTEREST STATUTES

Section 8.01 Acquisition of Controlling Interest Statute Shall Not Apply to the Corporation. Notwithstanding any other provision in the Bylaws to the contrary, the provisions of Sections 78.378 to 78.3793, inclusive, of Nevada Revised Statutes (or any successor thereto), relating to acquisitions of controlling interests in the corporation, do not apply to any holders of capital stock of the corporation or any successor entity as a result of such holder’s acquisition of shares of such capital stock.

ARTICLE IX

AMENDMENT OR REPEAL

Section 9.01 Amendment. Except as otherwise restricted in the Articles of Incorporation or these Bylaws:

(a) Any provision of these Bylaws may be altered, amended or repealed at the annual or any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment or repeal is contained in the notice of such special meeting.

(b) These Bylaws may also be altered, amended, or repealed at a duly convened meeting of the stockholders by the affirmative vote of the holders of 51% of the voting power of the corporation entitled to vote. The stockholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

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EX-3.34

Exhibit 3.34

AS AMENDED THROUGH JUNE 28, 2010

CERTIFICATE OF INCORPORATION

OF

ALPHABET ACQUISITION CORP.

ARTICLE ONE

The name of the corporation is Alphabet Acquisition Corp. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares which the Corporation shall have the authority to issue is One Thousand Shares (1,000), all of which shall be shares of Common Stock, with a par value of One Cent ($0.01) per share.

ARTICLE FIVE

The name and mailing address of the incorporator is as follows:

Name	Address
David N. Britsch	c/o Kirkland & Ellis LLP 153 E. 53rd Street, 39th Floor New York, NY 10022

ARTICLE SIX

The directors shall have the power to adopt, amend or repeal By-Laws, except as may be otherwise be provided in the By-Laws.

ARTICLE SEVEN

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE EIGHT

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE EIGHT shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE NINE

The Corporation shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code (the “Bankruptcy Code”) as in effect on the date of filing this Certificate of Amendment with the Secretary of State of the State of Delaware; provided, however, that this ARTICLE NINE (i) will have no further force and effect beyond that required under section 1123(a)(6) of the Bankruptcy Code; (ii) will have such force and effect, if any, only for so long as section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to the Corporation; and (iii) in all events may be amended or eliminated in accordance with applicable law from time to time in effect.

ARTICLE TEN

The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

*   *   *   *

- 2 -

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of January, 2006.

By:	/s/ David N. Britsch
	David N. Britsch, Sole Incorporator

- 3 -

EX-3.35

Exhibit 3.35

BY-LAWS

OF

ALPHABET ACQUISITION CORP.

A Delaware Corporation

ARTICLE I

OFFICES

Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the County of New Castle. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2 Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1 Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the chief executive officer of the corporation.

Section 2 Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors or the chief executive officer and shall be called by the chief executive officer upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s Capital Stock.

Section 3 Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4 Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chief executive officer or the secretary, and if mailed, such notice shall be deemed to be delivered, when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5 Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6 Quorum. Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Section 7 Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned, meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8 Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

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Section 9 Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

Section 11 Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

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Section 2 Number, Election and Term of Office. The number of directors which shall constitute the board as of the effective date of these by-laws shall be three (3). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3 Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected., to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4 Vacancies. Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon or by a majority of the members of the board of directors. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5 Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6 Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the chief executive officer or president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the chief executive officer must call a special meeting on the written request of at least a majority of the directors.

Section 7 Quorum, Required Vote and Adjournment. A majority of the total number of directors then in office (without regard to any then vacancies on the board) shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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Section 8 Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9 Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in .such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article ill, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10 Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11 Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12 Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all the then members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

Section 1 Number. The officers of the corporation shall be elected by the board of directors and may consist of a chairman, a chief executive officer, a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2 Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3 Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4 Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5 Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6 The Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the board, may be an officer of the corporation, and, if present, shall preside at each meeting of the board of directors or shareholders. He shall advise the chief executive officer, and in the chief executive officer’s absence, other officers of the corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

Section 7 The Chief Executive Officer. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the chief executive officer shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

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Section 8 President; Vice Presidents. The president shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all of the restrictions of the chief executive officer. The president shall also perform such other duties and have such other powers as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. The vice-president, if any, or if there shall be more than one, the vice presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 9 The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the chief executive officer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer, or secretary may, from time to time, prescribe.

Section 10 The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer, the president or treasurer may, from time to time, prescribe.

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Section 11 Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, which officers may include officers of any division of the corporation, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 12 Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1 Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2 Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for

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indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3 Nonexclusivity of Article V. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4 Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5 Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6 Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

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Section 7 Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8 Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1 Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the chief executive officer, the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, chief executive officer, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock

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transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2 Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3 Transfer Restriction. As, and for so long as, the corporation is party to any franchise agreement with Burger King Corporation, the issuance and transfer of stock in the corporation is subject to authorization by Burger King Corporation in accordance with the terms and conditions set forth in any such franchise agreement with Burger King Corporation.

Section 4 Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 5 Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are

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recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 6 Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 7 Subscriptions for Stock. Unless otherwise provided for in the’ subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1 Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2 Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3 Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

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Section 4 Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6 Corporate Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7 Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8 Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9 Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10 Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

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ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.36

Exhibit 3.36

ARTICLES OF ORGANIZATION

OF

AVIATION I, LLC

a Nevada limited-liability company

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, for the purpose of association to establish a limited-liability company for the transaction of business and the promotion and conduct of the objects and purposes hereinafter state, pursuant to Nevada Revised Statues Chapter 86, do make, record, and file these Articles of Organization in writing.

AND WE DO HEREBY CERTIFY:

FIRST: The name of the Company is:

AVIATION I, LLC

a Nevada limited-liability company

SECOND: The office where records will be maintained in the State of Nevada is to be located at 7201 W. Lake Mead Blvd., Suite 400, Las Vegas, NV 89128, and the Agent for Service of Process and Resident agent shall be Randy L. Taylor. The Company may also maintain an office or offices at such other places within or outside the State of Nevada, as it may from time to time determine. Company business of every kind and nature may be conducted, and meetings of members and managers held outside the State of Nevada, the same as in the State of Nevada.

THIRD: The Company may engage in any lawful activity.

FOURTH: The Company may admit new members upon such terms and conditions as may be specified by the existing members, only upon the unanimous written consent of the existing member. A new member may be substituted for an existing member upon the unanimous written consent of the remaining members. The Company may continue its business upon the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or the occurrence of any other event which terminates his or her continued membership in the Company upon the unanimous written consent of the remaining members. The initial members or organizers of the Company shall be:

NAME	ADDRESS
Citadel Broadcasting Company	7201 W. Lake Mead Blvd., Ste 400
	Las Vegas, Nevada 89128

FIFTH: No member or manager of this Company shall be liable to the Company or its members for any breach of fiduciary duty as member or manager of the Company. This provision shall not affect liability for acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law.

The members and managers of the Company are not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the Company. All expenses incurred by members or managers in defending an administrative, investigative, civil or criminal action, suit, or proceeding, related in any manner to the business of the Company, must be paid by the Company as they are incurred in advance of final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of a member or manager to repay the amount if it is ultimately determined by a court of competent jurisdiction, that he or she did not act in good faith, in the manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, with no reasonable cause to believe his conduct was unlawful.

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SIXTH: The business of the Company shall be conducted by managers elected by the members. The name and post office address of the initial manager is as follows:

NAME	ADDRESS
Citadel Broadcasting Company	7201 W. Lake Mead Blvd., Suite 400
	Las Vegas, Nevada 89128

Only the manager may act on behalf of the Company.

SEVENTH: This Company shall exist for thirty (30) years from the date of its creation unless sooner dissolved pursuant to the law of the State of Nevada, or these Articles of Organization or the Operating Agreement of the Company.

EXECUTED this 28th Day of January, 2003.

/s/ Randy L. Taylor

Randy L. Taylor, VP Finance

Citadel Broadcasting Company, Managing Member

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EX-3.37

Exhibit 3.37

AMENDED AND RESTATED OPERATING AGREEMENT

OF

AVIATION I, L.L.C.

A Nevada Limited Liability Company

This Amended and Restated Operating Agreement (this “Agreement”) of Aviation I, L.L.C, a Nevada limited liability company (the “Company”) is entered into by Citadel Broadcasting Company, a Nevada corporation (the “Member”), as of June 3, 2010.

WHEREAS, the Member entered into the original Operating Agreement on February 27, 2003 (the “Original Agreement”), pursuant to and in accordance with the Nevada Limited Liability Company Act, Nev. Rev. Stat. §§ 86.011 to 86.590, as amended from time to time (the “Act”).

WHEREAS, the Member wishes to make such amendments and revisions to, and to restate in its entirety, the Original Agreement as set forth below:

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements, and provisions set forth herein:

1. Name. The name of the Company is Aviation I, L.L.C. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Articles of Organization. The Articles of Organization of the Company were filed with the Secretary of State of Nevada on January 30, 2003.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Term. The term of the Company shall commence on the date of filing of the certificate of formation of the Company in accordance with the Act and shall continue until the Company is dissolved and its affairs are wound up in accordance with Section 22 of this Agreement and a certificate of cancellation is filed in accordance with the Act.

5. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

6. Principal Business Office. The principal business office of the Company shall be located at 7201 W. Lake Mead Blvd., Suite 400, Las Vegas, NV 89128, or at such other location as may hereafter be determined by the Member.

7. Registered Office. The address of the registered office of the Company in the State of Nevada is c/o Citadel Broadcasting Company, 7201 W. Lake Mead Blvd., Suite 400, Las Vegas, NV 89128.

8. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Nevada is Randy L. Taylor c/o Citadel Broadcasting Company, 7201 W. Lake Mead Blvd., Suite 400, Las Vegas, NV 89128.

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9. Member. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

11. Admission. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member’s address and percentage interest in the Company is set forth on Schedule A attached hereto.

12. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company as the Member determines is appropriate.

13. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

14. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 86.343 of the Act or other applicable law.

15. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Nevada.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Nevada law applicable to directors of corporations organized under the Nevada General Corporation Law.

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c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The initial Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Nevada) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 15(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its Subsidiaries in any other capacity and receiving reasonable compensation for such service.

16. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Nevada General Corporation Law. Any delegation or appointment pursuant to this Section 16 may be revoked at any time by the Board of Directors or the Members. The initial Officers are listed on Schedule C attached hereto.

17. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

18. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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19. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof. Rights to indemnification under this Section are intended as in addition to, and not a limitation upon, the indemnification described in Sections 86.411 through 86.451 of the Act, as such may be amended from time to time.

20. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

21. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

22. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 86.495 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 86.491 of the Act.

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23. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

24. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

25. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Nevada (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

26. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

27. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 104.8102(n) thereof) as in effect from time to time in the State of Nevada and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

28. Non-Voting Equity Securities. Subject to further amendments to this Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by Section 1123(a)(6) of Title 11 of the United States Code.

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EX-3.38

Exhibit 3.38

ARTICLES OF ORGANIZATION

OF

OKLAHOMA RADIO PARTNERS, LLC

For the purpose of forming a limited liability company under the Alabama Limited Liability Company Act and any act amendatory thereof, supplementary thereto or substituted therefor (hereinafter referred to as the “Act”), the undersigned Organizer does hereby sign and adopt these Articles of Organization, and, upon filing for record of these Articles of Organization with the Office of the Judge of Probate of Shelby County, Alabama the existence of a limited liability company (hereinafter referred to as the “Company”), under the name set forth in Article I hereof, shall commence.

ARTICLE I.

NAME

1.1 The name of the Company shall be Oklahoma Radio Partners, LLC.

ARTICLE II.

PERIOD OF DURATION

2.1 The duration of the Company shall be perpetual.

ARTICLE III.

PURPOSES, OBJECTS AND POWERS

3.1 The purposes and objects and powers of the Company are to engage in the purchase and sale of, and investment in, radio stations and related activities and to engage in any lawful business, act or activity for which a company may be organized under the Act, it being the purpose and intent of this Article III to invest the Company with the broadest purposes, objects and powers lawfully permitted a company formed under the Act.

3.2 All words, phrases and provisions appearing in this Article III are used in their broadest sense, are not limited by reference to, or inference from, any other words, phrases or provisions and shall be so construed.

ARTICLE IV.

REGISTERED OFFICE AND REGISTERED AGENT

4.1 The mailing address and street address of the initial registered office of the Company shall be 12585 Old Highway 280E, Suite 102, Chelsea, AL 35043-3013.

4.2 The initial registered agent at such address shall be Lyle S. Reynolds.

ARTICLE V.

INITIAL MEMBERS

5.1 The name and mailing address of the initial Members of the Company are as follows:

NAME	ADDRESS
NBC, LLC	c/o Blackburn & Company, Inc. 201 N. Union Street, Suite 340 Alexandria, Virginia 22314
Joan K. Reynolds	12585 Old Highway 280E, Suite 102 Chelsea, AL 35043-3013
Lyle S. Reynolds	12585 Old Highway 280E, Suite 102 Chelsea, AL 35043-3013
Lee S. Reynolds	12585 Old Highway 280E, Suite 102 Chelsea, AL 35043-3013

5.2 The name and mailing address of the Organizer:

NAME	ADDRESS
Gregory K. Mixon	1901 Sixth Avenue North 2400 AmSouth/Harbert Plaza Birmingham, Alabama 35203

ARTICLE VI.

ADMISSION OF ADDITIONAL MEMBERS

From and after the date of the formation of the Company, any person or entity acceptable to all of the Members by their vote thereof may become a Member in this Company either by the issuance by the Company of membership interests for such consideration as the Members by their votes shall determine, or as a transferee of a Member’s membership interest or any portion thereof as approved by the Members by their vote, subject to the terms and conditions of these Articles of Organization and the Operating Agreement. A “Majority in Interest” means more than fifty percent of the Units. A “Unit” is an ownership interest in the Company representing a Capital Contribution as determined by the Members in the Operating Agreement. Each Unit shall entitle the holder thereof to one vote on all matters submitted to the Members for a Vote.

ARTICLE VII.

CESSATION OF MEMBERSHIP DOES NOT RESULT IN DISSOLUTION

The death, retirement, resignation, expulsion or dissolution of a Member (that is an entity) shall not cause the dissolution of the Company.

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ARTICLE VIII.

MANAGEMENT

The Company shall be managed by the Managers. The initial Managers and their addresses are as follows:

NAME	ADDRESS
Richard Forbes Blackburn	c/o Blackburn & Company, Inc. 201 N. Union Street, Suite 340 Alexandria, Virginia 22314
Lyle S. Reynolds	12585 Old Highway 280E, Suite 102 Chelsea, AL 35043-3013

ARTICLE IX.

INTERNAL AFFAIRS

9.1 The provisions of Sections 9.2 to 9.5 for the regulation of the business and for the conduct of the affairs of the Company and its Members are hereby adopted.

9.2 The initial Operating Agreement of the Company shall be adopted by the initial Members. The power to alter, amend, or repeal the Operating Agreement or adopt new Operating Agreement shall be vested in the Members, which power may be exercised in the manner and to the extent provided in the Operating Agreement. The Operating Agreement may contain any provisions for the regulation of the business and for the conduct of the affairs of the Company or the Members, not inconsistent with the Act or these Articles of Organization. The Operating Agreement as so adopted and as may be amended from time-to-time, is hereby incorporated herein by reference as if set out in full herein.

9.3 The business and affairs of the Company shall be managed by the Managers, each of which shall be members of the Management Committee.

9.4 Any contract or other transaction which is fair and reasonable to the Company between the Company and one or more of its Members, or between the Company and any firm of which one or more of its Members are members or employees, or in which they are financially interested, or between the Company and any company or association of which one or more of its Members are shareholders, members, directors, officers, or employees, or in which they are financially interested, shall be valid for all purposes, notwithstanding the presence of the person at the meeting of the Members of the Company or any committee thereof that acts upon, or in reference to, the contract or transaction if either (a) the fact of such interest shall be disclosed or known to the Members, or such committee, as the case may be, and the Members or such committee shall, nevertheless, authorize or ratify the contract or transaction or (b) the fact of such relationship or interest is disclosed to the Members entitled to vote, and they authorize, approve or ratify such contract or transaction by vote or written consent. The interested Members shall not be counted in determining whether a quorum is present and shall not be entitled to vote on such authorization or ratification. This section shall not be construed to invalidate any contract or other transaction that would otherwise be valid under the common and statutory law applicable to it. Each and every person who may become a Member of the Company is hereby relieved from any liability that might otherwise arise by reason of his or her contracting with the Company for the benefit of himself or herself or any firm or company in which he or she may be in any way interested.

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9.5 The Managers shall be required to devote only so much of their time as they deem necessary for the proper management of Company business. Members and any of their Affiliates may engage or possess an interest, independently or with others, in any other businesses or ventures of every nature and description, and neither the Company nor any other Member shall have any rights in or to such ventures or the income or profits derived therefrom.

9.6 The Company reserves the right from time to time to amend, alter or repeal each and every provision contained in these Articles of Organization, or to add one or more additional provisions, in the manner now or hereafter prescribed or permitted by the Act, and all rights conferred upon Members at any time are granted subject to this reservation; provided, however, the provisions of Section 9.4, 9.5, 9.7, 9.8 and Article X can be amended only with the consent of Members owning more than fifty percent of the Units and this provision of this Section 9.6 can be amended only with consent of more than fifty percent (50%) of the Members.

9.7 The Managers and all Members each waive the right to a trial by jury of any and all issues arising in any action or proceeding related to or in any way connected with this Agreement or any acts or omissions by either of them or any of their respective officers, directors, partners, members, managers, agents, servants or employees in connection with the performance of or failure to perform any obligations or agreements arising under or by virtue of this Agreement.

9.8 The following provisions of this Section 9.8 relate to the method for resolving disputes:

(a) For purposes of this Agreement, the parties agree that this transaction involves substantial interstate commerce. Any action, dispute, claim, counterclaim or controversy (“Dispute” or “Disputes”), between the parties, including any claim based on or arising from an alleged tort, shall be resolved in Birmingham, Alabama by Arbitration as set forth below. The term “Disputes” shall include all actions, disputes, claims, counterclaims or controversies arising in connection with the terms of this Agreement, any action taken (or any omission to take any action) in connection with any of the above, any past, present and future agreement between or among the parties, and any past, present or future transactions between or among the parties.

(b) All Disputes shall be resolved by binding arbitration in accordance with Title 9 of the U.S. Code and the Arbitration Rules for Commercial Arbitration (the “Rules”) of the American Arbitration Association (the “AAA”). All defenses, including those defenses based on statutes of limitation, estoppel, waiver, laches and similar doctrines, that would otherwise be applicable to an action brought by a party, shall be applicable in any such arbitration proceeding, and the commencement of an arbitration proceeding with respect to this Agreement shall be deemed the commencement of an action for such purposes.

(c) If for any reason a court of competent jurisdiction should declare all or any part of this provision invalid or unenforceable, then the remainder of this provision, or the application of such provision or provisions to persons, entities or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every term of this provision shall be valid and enforceable to the fullest extent permitted by law and in

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lieu of such illegal or unenforceable provisions there shall be added automatically as part of this provision a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable. If the Rules are found to be invalid or unenforceable, then the parties agree to adopt any Alabama law governing arbitration to resolve Disputes and to the extent this provision does not conform to specific requirements of such laws, the parties hereto waive such noncompliance so as to allow the Disputes to be arbitrated under such Alabama law.

ARTICLE X.

INDEMNIFICATION

10.1 In amplification, and not in limitation, of applicable provisions of the Act and other provisions of Alabama law:

(a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals (other than an action by or in the right of the Company), whether informal or formal by reason of the fact that he or she is or was a Member, Manager, officer, employee or agent of the Company, a Manager or any Affiliate of any of the foregoing or is or was serving at the request of the Company or Manager as a director, officer, partner, manager, employee, trustee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably included by him or her in connection with such claim, action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. “Affiliate” means, with respect to any Person (as hereinafter defined) (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling ten percent (10%) or more of the outstanding voting interest of such Person, (iii) any officer, director, general partner, member or trustee of such Person or (iv) any Person who is an officer, director, general partner, member or trustee of any Person described in clauses (i) or (iii) of this sentence. For purposes of this definition, the terms “controls,” “controlling,” “controlled by” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of voting securities, by contract or otherwise. “Person” means an individual or entity.

(b) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a Member, Manager, officer, employee, trustee or agent of the Company or a Manager, or any Affiliate of any of the foregoing, or is or was serving at the request of the Company or a

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Manager as a director, officer, partner, manager, employee, trustee or agent of another company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

10.2 To the extent that a Member, Manager, officer, employee or agent of the Company, or the manager, officer, employee or agent of any Affiliate of any of the foregoing has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 10.1, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he or she has not been successful on any other claim, issue or matter in any such action, suit or proceeding.

10.3 Any indemnification under Section 10.1 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent of the Company or a Manager or any Affiliate of any of the foregoing is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 10.1. Such determination shall be made by a Majority in Interest of those Members who were not parties to, or who have been wholly successful on the merits or otherwise with respect to such claim. action, suit or proceeding, determine that indemnification is proper under the standards set forth herein. If a determination to not indemnify is made, the person denied indemnification shall be entitled to submit to Arbitration the question of whether and to what extent indemnification is proper under the standards set forth in Section 10.1 hereof. Resolution of such issue shall be deemed a Dispute and shall be made in accordance with Section 9.8 hereof. If the Dispute with respect to indemnification is resolved in whole, or in part, in favor of the person seeking indemnification, the costs of such person incurred in the Arbitration, including reasonable attorney fees, shall be paid by the Company.

10.4 Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding may be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding as authorized in the manner provided in this Section 10.4 upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee, or agent of the Company or the manager, officer, employee or agent of any Affiliate of any of the foregoing to repay such amount if, and to the extent that, it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Article.

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10.5 The indemnification authorized by this Article shall not be deemed exclusive of, and shall be in addition to, any other rights to which those indemnified may be entitled under any statute, rule of law, provision of Articles of Organization, Operating Agreement, other agreement, vote of Members or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee, or agent or any Affiliate of any of the foregoing and shall inure to the benefit of the heirs, executors and administrators of such a person.

10.6 The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company or the manager, officer, employee or agent of any Affiliate of any of the foregoing, or is or was serving at the request of the Company or the manager, officer, employee or agent of any Affiliate as a director, officer, partner, manager, employee, trustee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Article X.

[Remainder of page intentionally blank.]

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In Testimony Whereof, witness the hand and seal of the undersigned Organizer on this the 2nd day of July, 2004.

/s/ Gregory K. Mixon

Gregory K. Mixon

THIS INSTRUMENT PREPARED BY:

GREGORY K. MIXON

MAYNARD, COOPER & GALE, P.C.

2400 AMSOUTH/HARBERT PLAZA

1901 SIXTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203-2602

(205) 254-1000

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EX-3.39

Exhibit 3.39

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

OF

OKLAHOMA RADIO PARTNERS, LLC

An Alabama Limited Liability Company

This Second Amended and Restated Operating Agreement (this “Agreement”) of Oklahoma Radio Partners, LLC, an Alabama limited liability company (the “Company”) is entered into by Citadel Broadcasting Company, a Nevada corporation (the “Member”), as of June 3, 2010.

WHEREAS, the original Operating Agreement of the Company was entered into by the Member on July 7, 2004, pursuant to and in accordance with the Alabama Limited Liability Company Act, as amended from time to time (the “Act”).

WHEREAS, the Member entered into an Amended and Restated Operating Agreement on August 18, 2009 (the “Amended and Restated Operating Agreement”), pursuant to and in accordance with the Act.

WHEREAS, the Member wishes to make such amendments and revisions to, and to restate in its entirety, the Amended and Restated Operating Agreement as set forth below:

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements, and provisions set forth herein:

1. Name. The name of the Company is Oklahoma Radio Partners, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Articles of Organization. The Articles of Organization of the Company were filed with the Secretary of State of Alabama on July 6, 2004.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Term. The term of the Company shall commence on the date of filing of the Articles of Organization of the Company in accordance with the Act and shall continue until the Company is dissolved and its affairs are wound up in accordance with Section 22 of this Agreement and Articles of Dissolution are filed in accordance with the Act.

5. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

6. Principal Business Office. The principal business office of the Company shall be located at 7201 W. Lake Mead Blvd., Suite 400, Las Vegas, NV 89128, or at such other location as may hereafter be determined by the Member.

7. Registered Office. The address of the registered office of the Company in the State of Alabama is c/o The Corporation Company, 200 Interstate Park Drive, Suite 204, Montgomery, AL 36109. The Company’s registered office may only be changed by filing a notice of change with the Secretary of State of Alabama.

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8. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Alabama is c/o The Corporation Company, 200 Interstate Park Drive, Suite 204, Montgomery, AL 36109. The Company’s registered office may only be changed by filing a notice of change with the Secretary of State of Alabama.

9. Member. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

11. Admission. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member’s address and percentage interest in the Company is set forth on Schedule A attached hereto.

12. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company as the Member determines is appropriate.

13. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

14. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 10-12-29 of the Act or other applicable law.

15. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties of managers set forth in the Act and such authority and duties set forth in this Agreement. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Alabama.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Alabama law applicable to directors of corporations organized under the Alabama Business Corporation Act.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The initial Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Alabama) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 15(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its Subsidiaries in any other capacity and receiving reasonable compensation for such service.

16. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Alabama Business Corporation Act. Any delegation or appointment pursuant to this Section 16 may be revoked at any time by the Board of Directors or the Members. The initial Officers are listed on Schedule C attached hereto.

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17. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

18. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

19. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

20. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

21. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

22. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 10-12-38 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 10-12-39 of the Act.

23. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

24. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

25. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Alabama (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

26. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

27. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

28. Non-Voting Equity Securities. Subject to further amendments to this Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by Section 1123(a)(6) of Title 11 of the United States Code.

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EX-3.40

Exhibit 3.40

CERTIFICATE OF FORMATION

OF

MINNEAPOLIS RADIO, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is Minneapolis Radio, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.41

Exhibit 3.41

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

MINNEAPOLIS RADIO, LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”} of Minneapolis Radio, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 23, 2007.

WHEREAS, Radio Disney Minneapolis, LLC (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of January 1, 2007;

WHEREAS, the Initial Member transferred its interest in the Company to RD Minneapolis Holding, LLC (the “Former Member”) as of the date hereof;

WHEREAS, the Former Member entered into the First Amended and Restated Limited Liability Company Agreement (the “First Amended and Restated Agreement”) of the Company as of the date hereof;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is Minneapolis Radio, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et. seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of Indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the. order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement,, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 11 23(a)(6) of title 11 of the United States Code.

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EX-3.42

Exhibit 3.42

CERTIFICATE OF FORMATION

OF

KLOS RADIO, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is KLOS Radio, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.43

Exhibit 3.43

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

KLOS RADIO, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of KLOS Radio, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 11, 2007.

WHEREAS, LA Radio I, LLC (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of January 1, 2007;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is KLOS Radio, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

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7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

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c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board

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of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

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22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.44

Exhibit 3.44

CERTIFICATE OF FORMATION

OF

SAN FRANCISCO RADIO, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is San Francisco Radio, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name: Penny A. Dentinger
	Title:   Authorized Person

EX-3.45

Exhibit 3.45

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

SAN FRANCISCO RADIO, LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of San Francisco Radio, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 18, 2007.

WHEREAS, Radio Disney San Francisco, LLC (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of January 1, 2007;

WHEREAS, the Initial Member transferred its interest in the Company to ABC Holding Company Inc. (the “Former Member”) as of May 17, 2007;

WHEREAS, the Former Member entered into the First Amended And Restated Limited Liability Company Agreement of the Company (the “First Amended and Restated Agreement”) as of May 17, 2007;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is San Francisco Radio, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C, §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66^th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other

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Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.46

Exhibit 3.46

CERTIFICATE OF FORMATION

OF

DC RADIO, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is DC Radio, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.47

Exhibit 3.47

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

DC RADIO, LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of DC Radio, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 18, 2007.

WHEREAS, RD Seattle Holding, LLC (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of January 1, 2007;

WHEREAS, the Initial Member transferred its interest in the Company to ABC Holding Company Inc. (the “Former Member”) as of May 17, 2007;

WHEREAS, the Former Member entered into the First Amended And Restated Limited Liability Company Agreement of the Company (the “First Amended and Restated Agreement”) as of May 17, 2007;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is DC Radio, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

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k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

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14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held

4

by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

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21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.48

Exhibit 3.48

CERTIFICATE OF FORMATION

OF

WPLJ RADIO, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is WPLJ Radio, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.49

Exhibit 3.49

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

WPLJ RADIO, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of WPLJ Radio, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 11, 2007.

WHEREAS, ABC Housing, LLC (as the successor-in-interest to WPLJ-FM Radio, Inc. following the merger of WPLJ-FM Radio, Inc. with ABC Housing, LLC) (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of September 1, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is WPLJ Radio, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Power. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for Officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.50

Exhibit 3.50

CERTIFICATE OF FORMATION

OF

CHICAGO FM RADIO ASSETS, LLC

1. The name of the limited liability company is Chicago FM Radio Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 19th day of April, 2006.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.51

Exhibit 3.51

AS AMENDED THROUGH JUNE 3, 2010

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHICAGO FM RADIO ASSETS, LLC

This Limited Liability Company Agreement (this “Agreement”) of Chicago FM Radio Assets, LLC is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), entered into as of September 1, 2006.

The Member, by execution of this Agreement, has formed a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is, Chicago FM Radio Assets, LLC (the “Company”). The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Act, did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

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9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will make an initial capital contribution to the Company as set forth on Schedule A attached hereto.

11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

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d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

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j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by

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such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

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24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.52

Exhibit 3.52

CERTIFICATE OF FORMATION

OF

RADIO NETWORKS, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is Radio Networks, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.53

Exhibit 3.53

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

RADIO NETWORKS, LLC

This Second Amended and Restated limited Liability Company Agreement (this “Agreement”) of Radio Networks, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 18, 2007.

WHEREAS, ABC Radio Networks, LLC (as the successor-in-interest to ABC Radio Network, Inc. following the merger of ABC Radio Network, Inc. with ABC Radio Networks, LLC) (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of January 25, 2006;

WHEREAS, the Initial Member transferred its interest in the Company to ABC Holding Company Inc. (the “Former Member”) as of May 17, 2007;

WHEREAS, the Former Member entered into the First Amended And Restated Limited Liability Company Agreement of the Company (the “First Amended and Restated Agreement”) as of May 17, 2007;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is Radio Networks, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

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k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would Violate section 18-607 of the Act or other applicable law.

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14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held

4

by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the Company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

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21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law{ such invalidity{ unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (Without regard to conflict of laws principles){ all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.54

Exhibit 3.54

CERTIFICATE OF FORMATION

OF

MINNEAPOLIS RADIO ASSETS, LLC

1. The name of the limited liability company is Minneapolis Radio Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of January, 2006.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.55

Exhibit 3.55

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

MINNEAPOLIS RADIO ASSETS, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Minneapolis Radio Assets, LLC, a Delaware limited liability company (the “Company”), is entered into by Minneapolis Radio, LLC, a Delaware limited liability company (the “Member”), as of May 23, 2007.

WHEREAS, Radio Disney Minneapolis, LLC (as the successor-in-interest to KQRS, Inc. following the merger of KQRS, Inc. with Radio Disney Minneapolis, LLC) (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of September 1, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is Minneapolis Radio Assets, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

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22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.56

Exhibit 3.56

CERTIFICATE OF FORMATION

OF

KLOS SYNDICATIONS ASSETS, LLC

1. The name of the limited liability company is KLOS Syndications Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of January, 2006.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.57

Exhibit 3.57

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

KLOS SYNDICATIONS ASSETS, LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of KLOS Syndications Assets, LLC, a Delaware limited liability company (the “Company”), is entered into by KLOS Radio, LLC, a Delaware limited liability company (the “Member”), as of May 11, 2007.

WHEREAS, KLOS Syndications Group, LLC (as the successor-in-interest to KLOS Syndications, Inc. following the merger of KLOS Syndications, Inc. with KLOS Syndications Group, LLC) (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of January 31, 2006;

WHEREAS, the Initial Member transferred its interest in the Company to LA Radio I, LLC (the “Former Member”) as of the date hereof;

WHEREAS, the Former Member entered into the First Amended And Restated Limited Liability Company Agreement of the Company (the “First Amended and Restated Agreement”) as of the date hereof;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is KLOS Syndications Assets, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

(a) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

(b) act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

(c) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

(d) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

(e) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

(f) invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

(g) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

(h) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

(i) employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

(j) enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

(k) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66^th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

(a) Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other

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Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

(b) Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

(c) Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

(d) Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(e) Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(f) Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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(g) Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

(h) Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(i) Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

(j) Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

(k) Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

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21. Dissolution.

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.58

Exhibit 3.58

CERTIFICATE OF FORMATION

OF

KLOS-FM RADIO ASSETS, LLC

1. The name of the limited liability company is KLOS-FM Radio Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of January, 2006.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.59

Exhibit 3.59

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

KLOS-FM RADIO ASSETS, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of KLOS-FM Radio Assets, LLC, a Delaware limited liability company (the “Company”), is entered into by KLOS Radio, LLC, a Delaware limited liability company (the “Member”), as of May 11, 2007.

WHEREAS, LA Radio I, LLC (as the successor-in-interest to KLOS-FM Radio, Inc. following the merger of KLOS-FM Radio, Inc. with LA Radio I, LLC) (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of September 1, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is KLOS-FM Radio Assets, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

(a) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

(b) act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

(c) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

(d) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

(e) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

(f) invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

(g) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

(h) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

(i) employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

(j) enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

(k) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

(a) Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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(b) Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

(c) Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

(d) Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(e) Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(f) Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

(g) Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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(h) Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(i) Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

(j) Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

(k) Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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(b) The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.60

Exhibit 3.60

CERTIFICATE OF FORMATION

OF

SF LICENSE, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is SF License, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.61

Exhibit 3.61

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

SF LICENSE, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of SF License, LLC, a Delaware limited liability company (the “Company”), is entered into by San Francisco Radio, LLC, a Delaware limited liability company (the “Member”), as of May 16, 2007.

WHEREAS, Radio Disney San Francisco, LLC (as the successor-in-interest to KGO-AM Radio, Inc. following the merger of KGO-AM Radio, Inc. with Radio Disney San Francisco, LLC) (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of January 25, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is SF License, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.62

Exhibit 3.62

CERTIFICATE OF FORMATION

OF

SAN FRANCISCO RADIO ASSETS, LLC

1. The name of the limited liability company is San Francisco Radio Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30^th day of January, 2006.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.63

Exhibit 3.63

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

SAN FRANCISCO RADIO ASSETS, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of San Francisco Radio Assets, LLC, a Delaware limited liability company (the “Company”), is entered into by San Francisco Radio, LLC, a Delaware limited liability company (the “Member”), as of May 16, 2007.

WHEREAS, Radio Disney San Francisco, LLC (as the successor-in-interest to KGO-AM Radio, Inc. following the merger of KGO-AM Radio, Inc. with Radio Disney San Francisco, LLC) (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of September 1, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is San Francisco Radio Assets, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§ 8-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

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21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.64

Exhibit 3.64

CERTIFICATE OF FORMATION

OF

DC RADIO ASSETS, LLC

1. The name of the limited liability company is DC Radio Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of January, 2006.

/s/ Diane K. Austin    

Diane K. Austin, Organizer

EX-3.65

Exhibit 3.65

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

DC RADIO ASSETS, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of DC Radio Assets, LLC, a Delaware limited liability company (the “Company”), is entered into by DC Radio, LLC, a Delaware limited liability company (the “Member”), as of May 16, 2007.

WHEREAS, Radio Disney Seattle, LLC (as the successor-in-interest to WMAL, Inc. following the merger of WMAL, Inc. with Radio Disney Seattle, LLC) (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of January 31, 2006;

WHEREAS, the Initial Member transferred its interest in the Company to RD Seattle Holding, LLC (the “Former Member”) as of May 15, 2007;

WHEREAS, the Former Member entered into the First Amended And Restated Limited Liability Company Agreement of the Company (the “First Amended and Restated Agreement”) as of May 15, 2007;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is DC Radio Assets, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

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k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the

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Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

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21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123 (a)(6) of title 11 of the United States Code.

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EX-3.66

Exhibit 3.66

CERTIFICATE OF FORMATION

OF

NETWORK LICENSE, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is Network License, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.67

Exhibit 3.67

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

NETWORK LICENSE, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Network License, LLC, a Delaware limited liability company (the “Company”), is entered into by Radio Networks, LLC, a Delaware limited liability company (the “Member”), as of May 16, 2007.

WHEREAS, ABC Radio Networks, LLC (the “Former Member”) entered into the Limited Liability Compaay Agreement of the Company (the “Original Agreement”) as of January 25, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company Is Network License, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C, attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

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c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 11 23(a)(6) of title 11 of the United States Code.

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EX-3.68

Exhibit 3.68

AS AMENDED THROUGH JUNE 1, 2010

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL RADIO, INC.

* * * * *

1. The name of the corporation is International Radio, Inc.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5. The name and mailing address of the sole incorporator is as follows:

NAME	MAILING ADDRESS
Griffith W. Foxley	77 West 66th Street New York, NY 10023-6298

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of shareholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in the certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

10. The Corporation shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code (the “Bankruptcy Code”) as in effect on the date of filing this Certificate of Amendment with the Secretary of State of the State of Delaware; provided, however, that this Article 10 (i) will have no further force and effect beyond that required under section 1123(a)(6) of the Bankruptcy Code; (ii) will have such force and effect, if any, only for so long as section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to the Corporation; and (iii) in all events may be amended or eliminated in accordance with applicable law from time to time in effect.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 30th day of March, 1993.

/s/ Griffith W. Foxley

Griffith W. Foxley

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EX-3.69

Exhibit 3.69

INTERNATIONAL RADIO, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1993 shall be held on the first Thursday in April if not a legal holiday, and if a legal holiday, then on the next secular day following, at ten o’clock in the forenoon or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote by written ballot a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

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Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholder for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

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Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than thirteen members, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual or special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be

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held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at lease ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special Meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 8. At all meetings of the board a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

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COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

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Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The Board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

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Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

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Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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TRANSFERS OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall he the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

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FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.

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EX-3.70

Exhibit 3.70

AS AMENDED THROUGH JUNE 1, 2010

CERTIFICATE OF INCORPORATION

OF

RADIO WATERMARK, INC.

1. The name of the corporation is: Radio Watermark, Inc.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by ballot.

6. The name and mailing address of the incorporator is:

L. M. Custis

100 West Tenth Street

Wilmington, Delaware 19801

7. The Corporation shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code (the “Bankruptcy Code”) as in effect on the date of filing this Certificate of Amendment with the Secretary of State of the State of Delaware; provided, however, that this Article 7 (i) will have no further force and effect beyond that required under section 1123(a)(6) of the Bankruptcy Code; (ii) will have such force and effect, if any, only for so long as section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to the Corporation; and (iii) in all events may be amended or eliminated in accordance with applicable law from time to time in effect.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 6th day of January, 1982.

/s/ L. M. Curtis

L. M. Custis

EX-3.71

Exhibit 3.71

AS AMENDED THROUGH SEPTEMBER 16, 2011

RADIO WATERMARK, INC. (EFFECTIVE MAY 1, 1986)

BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1983, shall be held on the second Tuesday in January if not a legal holiday, and if a legal holiday, then on the next secular day following, at ten o’clock in the morning or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote by written ballot a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be

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held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

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Section 8. At all meetings of the board a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the

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corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

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THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

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Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

TRANSFERS OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for, the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

10

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.

12

EX-3.72

Exhibit 3.72

AS AMENDED THROUGH JUNE 1, 2010

CERTIFICATE OF INCORPORATION

of

RADIO TODAY ENTERTAINMENT, INC.

(Under Section 402 of the Business Corporation Law)

THE UNDERSIGNED, being natural persons over the age of eighteen (18) years and acting as the incorporators of the corporation hereby being formed under Section 402 of the Business Corporation Law, certify that:

FIRST: The name of the corporation is:

RADIO TODAY ENTERTAINMENT, INC.

SECOND: The corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained. The corporation is being formed for the following purposes and shall have the following powers, to the extent it does not conflict with the Transportation Corporation Law.

1. To carry on the general business of radio broadcasting and television (including frequency modulation and television and broadcasting), including pay television, DBS, MDS, LPTV, SMATV and simulcasts.

To apply for, receive, hold, and enjoy any and all licenses, permits, and grants necessary, appropriate, or convenient for the erection, construction, maintenance and operation of radio broadcasting, frequency modulation, and television broadcasting stations, transmitters, studios, equipment, and facilities, and to erect, construct, purchase, acquire, lease, maintain, operate, let, sell, mortgage, dispose of, and otherwise deal in and with respect to the same, and to contract with respect to same with licensees, lessees, owners, operators, and others having any interest therein;

To broadcast, syndicate, disseminate, publish, and transmit sounds and visual images alone and in combination with each other by means of electromagnetic energy and by any means and methods now or hereafter known or discovered;

To conduct a general business of creating and producing radio, television, stage, videodisc, videocassette, simulcasts, and other types of programs, entertainments, attractions, lectures, shows, performances, recordings, moving and still pictures, advertising, illustration, magazines, pamphlets, and all other forms of art, literature, music, and dance;

To employ, contract with, manage, deal in, furnish, and otherwise to conduct business in and with, as principal and agent, artists, speakers, illustrators, printers, publishers, singers, musicians, composers, dancers, performers, attractions, and to lease, buy, sell, and operate, and otherwise deal in theatre halls, amusement places, fairgrounds, radio, television, motion picture, sound recording, and all other kinds of studios, offices, and factories, wherever situate;

To conduct the business of manufacturing, selling, servicing, inventing, developing, syndicating, and otherwise dealing in every sort of electrical, radio, television, satellite, transponders, uplink, downlink, radar, sound, camera, film, picture and other appliances, equipment, machinery, devices, and the purchase, sale, mortgage and otherwise acquiring, using, and disposing of patents, patent rights, inventions, trademarks, tradenames, copyrights, research, ideas, and systems;

- 2 -

To buy, sell, grant, lease, and exchange real property, improved and unimproved; to build, construct or alter buildings thereon; to purchase, manufacture, acquire, hold, own, pledge, lease, sell, assign, and transfer, and to invest, trade, deal in, and deal with goods, wares, merchandise, and property of any kind and description; to acquire and pay for in cash, shares, or bonds of this corporation, or otherwise, the good will, rights, assets, and property and to undertake or assume the whole or any part of the obligation or liabilities of any person, firm, association, or corporation engaged in the same or similar business; and to carry on any of the above business, or any other similar business connected therewith wherever the same may be permitted by law, and to the same extent as the laws of this State will permit.

2. To carry on, in all of its departments and branches, the business of producing, syndicating and distributing theatrical, musical, operatic, moving-picture and other entertainments, including lectures, pantomimes, ballets, pageants, spectacular effects, tableaux, exhibitions, cabarets, and amusement devices, features and ideas of all kinds. To acquire copyrights, licenses, or other rights to or in plays, film, dramas, dramatization, musical compositions, and intellectual properties of all kinds. To purchase, lease or otherwise acquire, to let and sell real estate. To acquire, erect, construct and equip, maintain and operate, theatres, other buildings or structures. To manufacture or otherwise acquire scenery, costumes and stage properties of all kinds. To acquire, fit up, maintain and operate studios, laboratories, photographic and other equipment for the making and production of moving pictures of all kinds. To make all contracts and to do all things suitable and conducive to the accomplishment of the foregoing objectives.

3. To produce, syndicate, distribute, market, manufacture, print, publish, record, press, process, distribute, sell, lease and deal, at wholesale and retail, in and with phonograph records, plastic discs, recording wire, tapes, and all devices for the mechanical recording and reproduction of voice, music, instruments, or any combination thereof;

- 3 -

to acquire, print, illustrate, publish, sell, circulate, and distribute any and all materials used in connection with the above purposes including music and musical compositions, narratives and voice recordings of all kinds; to secure, acquire, hold, own, use, and sell copyrights, patents, and other rights of a similar nature; to book, represent, and act as agent for performing artists, vocalists, orchestras or any combination thereof; to engage in and arrange for advertising in all forms and to engage in and undertake any and all lawful activities and business incidental and related to the above purposes.

To erect, purchase, sell, lease, exchange, hire or otherwise acquire and dispose of, and to maintain, manage and operate, theatres, halls, radio stations, television stations, places of entertainment or amusement enterprises of all kinds, to conduct, carry on, manage and operate entertainment enterprises or amusement enterprises of every kind description and to produce, promote, manufacture, broadcast, distribute, syndicate, exhibit, exploit, merchandise, record, purchase, lease, sell, and deal in and with motion-picture films, phonograph records, music publishers, television programs, radio programs, tapes and video tapes and any other property of any kind of description, real person or mixed, used or useful in the conduct of entertainment, music publishing or amusement enterprises.

4. To buy, sell, syndicate, market, at wholesale and retail, printed music, literature, relating to the art or music, sound reproducing machines of all kinds and contrivances and records for the same.

To print, bind, publish, circulate, write, distribute, buy, sell, and deal in music, books, pamphlets, circulars, posters, newspapers, magazines, literature, pictures, cards and blanks of every kind. To acquire, by purchase or otherwise, turn to account, license the use of, assign and deal with, copyrights and intellectual properties of every kind. To carry on a publishing business in all the branches thereof.

- 4 -

5. To act as agent, attorney-in-fact, factor or broker, on commission or otherwise, for individuals, co-partnerships, joint-stock associations, or corporations, foreign or domestic, aid and assist, promote and conserve the interests of, and afford facilities for the convenient transaction of business by its principals and patrons in all parts of the world.

6. To act as managers, public relations and research counselors and promotion and business consultants, and in connection therewith to render management, negotiation, research and advisory services to persons, firms, corporations, and others in connection therewith.

7. To conduct the business of translating other languages spoken or written into English, and English into any other languages, and to furnish correct copies of all translations and to supply translators for any and every purpose either in legal proceedings or otherwise and to engage and hire competent and efficient translators and to make translations.

8. To organize, promote, conduct, engage in, and/or carry on a general business of marketing and advertising both as principal and/or agent, including the preparation and arrangement of advertisements, and the manufacture and construction of advertising devices, marketing devices and novelties; construct, purchase, lease, or otherwise acquire fences, billboards, buildings and other structures suitable for marketing and advertising purposes; to carry on the business of printers, publishers, binders, and decorations in connection with marketing and advertising business and to make and carry out contracts of every kind and

- 5 -

character that may be necessary or conducive to the accomplishment of any of the purposes of the company; to engage in and carry out a general advertising and marketing business by the distribution and the display of cards, signs, posters, dodgers, hand bills, programs, banners, and flags to be placed in and on railroad cars, street cars, cabs, hacks, omnibuses, and all kinds of conveyances used for passengers or for any other purpose; to display animated, moveable or changeable signs, cards, pictures, designs operated by clock work, electricity, or any other power; to use, place, and display the same in depots, hotels, and other public places; to advertise and market in the air by airplanes, lighter than air craft, streamers, sky writing, and all other operations.

9. To engage in the business described in paragraphs numbered “1” through “8” of this article SECOND through subsidiaries or affiliates to form, cause to be incorporated, purchase, receive or otherwise acquire, hold, sell or otherwise dispose of such subsidiaries.

THIRD: The office of the corporation is to be located in the County and State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is Two Hundred (200) shares without par value.

The Corporation shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code (the “Bankruptcy Code”) as in effect on the date of filing this Certificate of Amendment with the Department of State of the State of New York; provided, however, that this Article FOURTH (i) will have no further force and effect beyond that required under section 1123(a)(6) of the Bankruptcy Code; (ii) will have such force and effect, if any, only for so long as section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to the Corporation; and (iii) in all events may be amended or eliminated in accordance with applicable law from time to time in effect.

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FIFTH: The Secretary of State of the State of New York is designated as the agent of the corporation upon whom process against it may be served, and the post office address to which the Secretary of State shall mail a copy of any such process served upon him is:

c/o JACK URAM, ESQ.

630 Third Avenue

New York, New York 10017

SIXTH: The subscriber is of the age of eighteen (18) years or over.

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IN WITNESS WHEREOF, this certificate has been signed by the subscriber this 4^th day of December, 1986.

/s/ Daniel Formento

DANIEL FORMENTO

211 West 56^th Street, Suite 3A

New York, New York 10019

STATE OF NEW YORK	)
ss:
COUNTY OF NEW YORK	)

On the 4^th day of December, 1986, before me personally appeared DANIEL FORMENTO to me known to be the person described in and who executed the foregoing instrument and duly acknowledged to me that he executed the same.

/s/ Jack Uram

Notary Public

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EX-3.73

Exhibit 3.73

BY-LAWS

of

RADIO TODAY ENTERTAINMENT, INC.

ARTICLE I - OFFICES

The principal office of the corporation shall be in the City of New York, County of New York, State of New York. The corporation may also have offices at such other places within or without the State of New York as the board may from time to time determine or the business of the corporation may require.

ARTICLE II - SHAREHOLDERS

1. PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the corporation or at such place within or without the State of New York as the board shall authorize.

2. ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the 21st day of May at 11:00 A.M. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may properly come before the meeting.

3. SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4. FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

5. NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6. WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7. QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

8. PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

By-Laws B

9. QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10. VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of incorporation;

(a) directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election;

(b) all other corporate action shall be authorized by a majority of the votes cast.

11. WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and shall be shareholders.

2. NUMBER OF DIRECTORS.

The number of directors shall be four (amended 2/26/97). When all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

3. ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by

By-Laws C

reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6. RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7. QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8. ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold.

9. PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10. REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a) Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

By-Laws D

(b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12. CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

13. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

14. COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV - OFFICERS

1. OFFICES, ELECTION, TERM.

(a) Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

(b) All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.

(c) Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2. REMOVAL, RESIGNATION, SALARY, ETC.

(a) Any officer elected or appointed by the board may be removed by the board with or without cause.

(b) In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.

By-Laws E

(c) Any two or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

(d) The salaries of all officers shall be fixed by the board.

(e) The directors may require any officer to give security for the faithful performance of his duties.

3. PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4. VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.

5. SECRETARY.

The secretary shall:

(a) attend all meetings of the board and of the shareholders;

(b) record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c) give or cause to be given notice of all meetings of shareholders and of special meetings of the board;

(d) keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board;

(e) when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f) keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner;

(g) perform such other duties as may be prescribed by the board.

By-Laws F

6. ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

7. TREASURER.

The treasurer shall:

(a) have the custody of the corporate funds and securities;

(b) keep full and accurate accounts of receipts and disbursements in the corporate books;

(c) deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;

(d) disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;

(e) render to the president and board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;

(f) render a full financial report at the annual meeting of the shareholders if so requested;

(g) be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation;

(h) perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

8. ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.

9. SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

By-Laws G

ARTICLE V - CERTIFICATES FOR SHARES

1. CERTIFICATES.

The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

2. LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

3. TRANSFERS OF SHARES.

(a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders.

(b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

4. CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders’ meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

By-Laws H

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board shall think conducive to the interests of the corporation, and the board may modify or abolish any such reserve.

ARTICLE VII - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.

ARTICLE IX - FISCAL YEAR

The fiscal year of the Corporation shall end on September 30 of each year. (amended as of 5/21/98)

ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a) Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote thereon as hereinabove provided.

(b) If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

By-Laws I

EX-3.74

Exhibit 3.74

AS AMENDED THROUGH JUNE 6, 2007

CERTIFICATE OF FORMATION

OF

DETROIT RADIO, LLC

1. The name of the limited liability company is Detroit Radio, LLC.

2. The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Detroit Radio, LLC this 7^th day of July, 2003.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.75

Exhibit 3.75

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

DETROIT RADIO, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Detroit Radio, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 23, 2007.

WHEREAS, ABC, Inc. (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of July 10, 2003;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is Detroit Radio, LLC. The Company shall conduct business under its legal name or such other names(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage In such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 13725 Montfort Drive, Dallas, Texas 75240-4452, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

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7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

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c. Number of Directors: Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board

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of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

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22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 26 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.76

Exhibit 3.76

AS AMENDED THROUGH JUNE 6, 2007

CERTIFICATE OF FORMATION

OF

ATLANTA RADIO, LLC

1. The name of the limited liability company is Atlanta Radio, LLC.

2. The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ABC Radio Atlanta, LLC this 7^th day of July, 2003.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.77

Exhibit 3.77

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ATLANTA RADIO, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Atlanta Radio, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 23, 2007.

WHEREAS, ABC, Inc. (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of July 10, 2003;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is Atlanta Radio, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del. C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

(a) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

(b) act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

(c) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

(d) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

(e) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

(f) invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

(g) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

(h) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

(i) employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

(j) enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

(k) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 13725 Montfort Drive, Dallas, Texas 75240-4452, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

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8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

(a) Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

(b) Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

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(c) Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

(d) Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(e) Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(f) Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

(g) Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

(h) Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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(i) Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

(j) Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

(k) Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

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22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 26 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.78

Exhibit 3.78

CERTIFICATE OF FORMATION

OF

RADIO ASSETS, LLC

1. The name of the limited liability company is Radio Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 19th day of April, 2006.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.79

Exhibit 3.79

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

RADIO ASSETS, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Radio Assets, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 23, 2007.

WHEREAS, ABC, Inc. (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of April 20, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is Radio Assets, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.80

Exhibit 3.80

CERTIFICATE OF FORMATION

OF

LA RADIO, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is LA Radio, LLC(the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.81

Exhibit 3.81

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LA RADIO, LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of LA Radio, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 18, 2007.

WHEREAS, ABC Radio Los Angeles, LLC (as the successor-in-interest to KABC-AM Radio, Inc. following the merger of KABC-AM Radio, Inc. with ABC Radio Los Angeles, LLC) (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of September 1, 2006;

WHEREAS, the Initial Member transferred its interest in the Company to ABC Holding Company Inc. (the “Former Member”) as of May 17, 2007;

WHEREAS, the Former Member entered into the First Amended And Restated Limited Liability Company Agreement of the Company (the “First Amended and Restated Agreement”) as of May 17, 2007;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is LA Radio, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors, Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member; Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.82

Exhibit 3.82

CERTIFICATE OF FORMATION

OF

WBAP-KSCS RADIO ACQUISITION, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is WBAP-KSCS Radio Acquisition, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.83

Exhibit 3.83

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

WBAP-KSCS RADIO ACQUISITION, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of WBAP-KSCS Radio Acquisition, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 23, 2007.

WHEREAS, KESN Radio, LLC (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of January 1, 2007;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is WBAP-KSCS Radio Acquisition, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entitles in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66^th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors, Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.84

Exhibit 3.84

CERTIFICATE OF FORMATION

OF

WBAP-KSCS ACQUISITION PARTNER, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is WBAP-KSCS Acquisition Partner, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.85

Exhibit 3.85

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

WBAP-KSCS ACQUISITION PARTNER, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of WBAP-KSCS Acquisition Partner, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 23, 2007.

WHEREAS, KESN Partner, LLC (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of January 1, 2007;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is WBAP-KSCS Acquisition Partner, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act . For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.86

Exhibit 3.86

CERTIFICATE OF FORMATION

OF

CHICAGO RADIO HOLDING, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is Chicago Radio Holding, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
Name:	Penny A. Dentinger
Title:	Authorized Person

EX-3.87

Exhibit 3.87

AS AMENDED THROUGH JUNE 3, 2010

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHICAGO RADIO HOLDING, LLC

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Chicago Radio Holding, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 18, 2007.

WHEREAS, Chicago Radio I, LLC (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of January 1, 2007;

WHEREAS, the Initial Member transferred its interest in the Company to Chicago Radio Holding I, LLC (the “Second Member”) as of May 16, 2007;

WHEREAS, the Second Member entered into the First Amended And Restated Limited Liability Company Agreement of the Company as of May 16, 2007;

WHEREAS, the Second Member transferred its interest in the Company to ABC Holding Company Inc. (the “Former Member”) as of May 17, 2007;

WHEREAS, the Former Member entered into the Second Amended And Restated Limited Liability Company Agreement of the Company (the “Second Amended and Restated Agreement”) as of May 17, 2007;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Second Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is Chicago Radio Holding, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del. C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be

designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to quality to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

(a) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

(b) act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

(c) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

(d) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

(e) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

(f) invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

(g) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

(h) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

(i) employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

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(j) enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

(k) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 west 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate section 18-607 of the Act or other applicable law.

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14. Board of Directors.

(a) Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

(b) Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

(c) Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

(d) Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(e) Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

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(f) Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

(g) Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

(h) Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(i) Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

(j) Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

(k) Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

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15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

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21. Dissolution.

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.88

Exhibit 3.88

CERTIFICATE OF FORMATION

OF

NY RADIO, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is NY Radio, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name: Penny A. Dentinger
	Title: Authorized Person

EX-3.89

Exhibit 3.89

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

NY RADIO, LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of NY Radio, LLC, a Delaware limited liability company (the “Company”), is entered into by Alphabet Acquisition Corp. (f/k/a ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.), a Delaware corporation (the “Member”), as of May 18, 2007.

WHEREAS, NY Radio I, LLC (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of January 1, 2007;

WHEREAS, the Initial Member has transferred its interest in the Company to ABC Holding Company Inc. (the “Former Member”) as of May 17, 2007;

WHEREAS the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is NY Radio, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del. C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66^th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

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17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 26 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.90

Exhibit 3.90

CERTIFICATE OF FORMATION

OF

LA LICENSE, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is LA License, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.91

Exhibit 3.91

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LA LICENSE, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of LA License, LLC, a Delaware limited liability company (the “Company”), is entered into by LA Radio, LLC, a Delaware limited liability company (the “Member”), as of May 16, 2007.

WHEREAS, ABC Radio Los Angeles, LLC (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of January 25, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is LA License, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

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4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66^th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

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h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

5

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

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c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.92

Exhibit 3.92

Form 207 (Revised 01106)   Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512463-5709   Filing Fee: $750     Certificate of Formation Limited Partnership This space reserved for office use

Article 1 – Entity Name and Type

The filing entity being formed is a limited partnership. The name of the entity is:

WBAP-KSCS Radio Group, Ltd.

The name must contain the words “limited,” “limited partnership,” or an abbreviation of that word or phrase. The name of a limited partnership that is also a limited liability partnership must also contain the phrase “limited liability partnership” or “limited liability limited partnership” or an abbreviation of one of those phrases.

Article 2 – Registered Agent and Registered Office

(Select and complete either A or B, and complete C)

x  A. The initial registered agent is an organization (cannot be entity named above) by the name of:

C T Corporation System

OR

¨  B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

350 N. St. Paul Street	Dallas	TX	75201
Street Address	City	State	Zip Code

Article 3 – Governing Authority

(Select and complete either A or B and provide the name and addresses of each governing person)

The name and address of each general partner are set forth below:

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name	Suffix
OR
	IF ORGANIZATION
	WBAP-KSCS Radio Acquisition, LLC
	Organization Name
ADDRESS OF GOVERNING PERSON

One Broadcast Hill	Fort Worth	TX	USA	76103
Street or Mailing Address	City	State	Country	Zip Code

Form 207

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Article 4 – Principal Office

The address of the principal office of the limited partnership in the United States where records are to be kept or made available under section 153.551 of the Texas Business Organizations Code is:

77 West 66th Street	New York	NY	USA	10023
Street or Mailing Address	City	State	Country	Zip Code

Supplemental Provisions/Information

Text Area: (The attached addendum, if any, is incorporated herein by reference.)

Effectiveness of Filing (Select either A, B, or C)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                                  

C. ¨ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                                                              

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: January 25, 2006

Signature for each general partner:

/s/ Griffith W. Foxley

WBAP-KSCS RADIO ACQUISITION, LLC

Form 207

2

EX-3.93

Exhibit 3.93

AS AMENDED THROUGH MAY 24, 2007

AGREEMENT OF LIMITED PARTNERSHIP

Agreement of Limited Partnership made this 1st day of May, 2007, by and between WBAP-KSCS Radio Acquisition, LLC, a Delaware corporation limited liability company (the “General Partner”) and WBAP-KSCS Acquisition Partner, LLC, a Delaware corporation limited liability company (the “Limited Partner”) (the General Partner and the Limited Partner being herein referred to collectively as the “Partners”).

W I T N E S S E T H :

WHEREAS, the parties herein desire to form a partnership to own and operate radio stations WBAP (AM), KSCS (FM) and KTYS (FM), and such other businesses as the Partners shall agree, and desire to set forth their respective rights and obligations in said Partnership.

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements and covenants herein contained, the Partners agree as follows:

ARTICLE I.

General

1.1. Formation of Partnership. The parties hereby agree to form a Partnership as a limited partnership pursuant to the provisions of the Texas Revised Limited Partnership Act (“TRLPA”).

1.2. Certificate of Limited Partnership. The General Partner shall have executed a Certificate of Limited Partnership prior to the date of this Agreement, filed the Certificate with the Secretary of State of the State of Texas, and provided a file-stamped copy of the Certificate to the Limited Partner. The General Partner shall execute and file other certificates or instruments as necessary, appropriate, or convenient under the TRLPA and any other laws of the State of Texas and of any other state where the Partnership decides to transact business.

1.3. Name. The name of the Partnership shall be WBAP-KSCS Radio Group, Ltd.

1.4. Change of Name. The name of the General Partner may change the name of the Partnership or adopt such trade or fictitious names as it deems appropriate, and shall provide notice thereof to the Limited Partner as promptly as possible following any such determination.

1.5. Defined Terms. The capitalized terms not otherwise defined herein shall have the meanings set forth in Article XIX.

1.6. Names and Addresses of Partners. The name, mailing address and street address of the business of the General Partner and each Limited Partner are listed in Exhibit A, attached to this Agreement and incorporated by reference. There are no other partners of this Partnership and no other persons or entity has any right to take part in the ownership, management, or other rights of the Partnership, except as otherwise provided in this Agreement.

ARTICLE II.

Term

The Partnership shall continue until terminated as provided in Article XII. This Agreement shall become effective upon the filing of a Certificate of Limited Partnership with the Texas Secretary of State. As promptly as possible following the execution and delivery of this Agreement, the General Partner shall cause the due filing of this Agreement or a Certificate of Limited Partnership reflecting the provisions of this Agreement.

ARTICLE III.

Purposes

The purpose and business of the Partnership shall be to own and operate radio stations WBAP (AM), KSCS (FM) and KTYS (FM), and such other businesses as the General Partner shall determine in its sole discretion; and to engage in or conduct such other activities as may be necessary or appropriate to promote or carry on the business of the Partnership.

ARTICLE IV.

Principal Place of Business

The principal place of business of the Partnership shall be 2221 E. Lamar Blvd., Arlington Texas, or at such other location as the General Partner, in its discretion, may determine, provided that notice thereof is furnished to the Limited Partner as promptly as possible following any such determination and by complying with the provisions of the TRLPA and all other applicable laws.

ARTICLE V.

Reimbursement of Expenses

Except as otherwise provided in this Agreement, the Partnership shall reimburse the General Partner for all direct costs and expenses incurred by the General Partner in connection with the organization of the Partnership and the operation and conduct of the business of the Partnership, including the direct costs of maintaining the Partnership’s books and records, travel expenses and interest charges on funds advanced to the Partnership by the General Partner (except to the extent such costs and expenses have previously been recovered by the General Partner).

ARTICLE VI.

Capital Contributions and Capital Accounts

6.1. Contributions of General Partner. The General Partner shall contribute its 10% interest in WBAP-KSCS Assets, LLC to the Partnership in exchange for a 10% interest in the Partnership. The Partners agree that the fair market value of such property is the book value of the assets as of the date of such contribution.

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6.2. Contributions of Limited Partner. The Limited Partner shall contribute its 90% interest in WBAP-KSCS Assets, LLC in exchange for a 90% interest in the Partnership. The Partners agree that the fair market value of such property is the book value of the assets as of the date of this Agreement.

6.3. Capital Accounts. With respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(a) To each Partner’s Capital Account, there shall be credited such Partner’s Capital Contributions, such Partner’s distributive share of Profits and the amount of any Partnership liabilities assumed by such Partner which are treated as a constructive capital contribution under Code Section 752.

(b) To each Partner’s Capital Account, there shall be debited the amount of cash and the fair market value of any property distributed to such Partner, such Partner’s distributive share of Losses and the amount of any liabilities of such Partner assumed by the Partnership which are secured by any property contributed by such Partner to the Partnership.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.

6.4. Certain Matters Pertaining to Capital.

(a) Except as otherwise provided in this Agreement, whenever it is necessary to determine the Capital Account of any Partner, such Capital Account shall be determined after giving effect to all allocations and all distributions in respect of transactions effected prior to the time as of which such determination is to be made.

(b) No Partner shall be entitled to withdraw any part of its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement, and no Partner shall be entitled to make any additional capital contribution to the Partnership other than as provided herein.

(c) Any Partner who shall receive an interest in the Partnership or whose interest in the Partnership shall be increased by means of a sale, transfer or assignment to it of all or part of the interest in the Partnership of another Partner, shall have a Capital Account that reflects such transaction.

(d) Loans by any Partner to the Partnership shall not be considered contributions to the capital of the Partnership and shall not increase the Capital Account of the lending Partner.

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6.5. Liability for Debts. The Limited Partner shall not be liable for any of the debts of the Partnership or be required to contribute any capital in addition to the contributions required by the provisions of Section 6.2. Notwithstanding any of the foregoing to the contrary, to the extent required by applicable law, a Partner receiving a distribution in part or full return of its Capital Contributions shall be liable to the Partnership for any sum, not in excess of such amount returned, plus interest, necessary to discharge the liabilities of the Partnership to creditors who extended credit or whose claims arose before such distribution, excluding liabilities of the Partnership represented by mortgage debt for which neither the Partnership nor any Partner has any personal liability.

6.6. No Interest on Capital. No interest shall be paid on any capital contributed to the Partnership.

ARTICLE VII.

Control and Management

7.1. Duties of General Partner. The General Partner shall exercise ordinary business judgement in managing the affairs of the Partnership. The General Partner shall act as a fiduciary with respect to the interests of the Limited Partner. In acting in its official capacity as General Partner of this Partnership, it shall act in good faith and take action it reasonably believes to be the best interest of the Partnership and are not unlawful. In all other instances, the General Partner shall not take any action that it reasonably believes would be opposed to the Partnership’s best interests or would be unlawful. The General Partner shall take no action in any capacity that results in its improperly receiving personal benefits relating to Partnership affairs. The General Partner shall devote sufficient time, attention, and business judgement to the affairs of the Partnership to fulfill its duties to the Limited Partners and the Partnership.

7.2. General Partner’s Control. Except as specifically limited herein, the General Partner shall have full, exclusive and complete discretion in the management and control of the Partnership for the purposes set forth in Article III, and shall have full power to (i) manage and otherwise deal with Partnership property, (ii) execute such documents as it may deem necessary or desirable for Partnership purposes, (iii) sell, lease, transfer, assign, mortgage, encumber, hypothecate, pledge or otherwise dispose of or deal with all or any part of the assets of the Partnership, (iv) borrow money including borrowings secured by the Partnership property, (v) perform or cause to be performed all of the Partnership’s obligations under any agreement to which the Partnership is a party, and (vi) exercise all other powers that could be exercised by general partners in a partnership formed under Texas law without limited partners. Any action, decision or determination to be made or taken by the General Partner pursuant to any specific authorization contained herein or otherwise may be made or taken by the General Partner. The Partnership shall be bound by any action, decision or determination so made or taken.

7.3. Authorization of Certain Acts of General Partner. Subject to any limitations expressly set forth in this Agreement, the General Partner shall perform or cause to be performed, at the Partnership’s expense and it its name, the business of the Partnership as set forth in Article III. Without limiting the generality of the foregoing, the General Partner (subject to the provisions of Section 7.4) is expressly authorized on behalf of the Partnership to:

(a) conduct or operate any business normal or customary for a company in the business of owning and operating broadcast stations;

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(b) expend Partnership funds in furtherance of the purposes of the Partnership;

(c) borrow money and incur obligations for and on behalf of the Partnership in connection with its business;

(d) procure and maintain with responsible companies such insurance as may be available in such amounts and covering such risks as are deemed appropriate by the General Partner, including but not limited to such insurance as may be required by any agreement to which the Partnership is or may become a party;

(e) execute and deliver on behalf of and in the name of the Partnership, or in the name of a nominee of the Partnership, notes, mortgages, bills of sale, financing statements, security agreements, and any and all other instruments necessary or incidental to the conduct or operation of the Partnership’s business and the financing thereof;

(f) coordinate all accounting and clerical functions of the Partnership and employ such accountants, lawyers, managers, agents and other management or service personnel as may from time to time be required to carry on the business of the Partnership; and

(g) effectuate compliance by the Partnership with any statute, rule or regulation of any jurisdiction or regulatory agency applicable to the business or activities of the Partnership.

7.4. Limitations Upon Acts of General Partner. Notwithstanding the generality of the foregoing, the General Partner, without the consent of the Limited Partner, shall not be empowered to:

(i) do any act in contravention of this Agreement;

(ii) do any act which would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Partnership;

(iii) do any act with the intention of harming the operations of the Partnership;

(iv) receive an improper personal benefit from the operation of the Partnership;

(v) use the assets of this Partnership, directly or indirectly, for any purpose other than carrying on the business of this Partnership for the benefit of all Partners;

(vi) wrongfully transfer or dispose of Partnership property, including intangible property such as good will;

(vii) transfer all or substantially all of the Partnership’s assets;

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(viii) use the name of the Partnership (or any substantially similar name) or any trademark or trade name adopted by the Partnership, except on behalf of the Partnership in the ordinary course of the Partnership’s business; and

(ix) disclose to any nonpartner any of the Partnership business practices, trade secrets, or any other information not generally known to the business community.

7.5. Negation of Management Rights of Limited Partners. The Limited Partner shall take no part in the conduct, operation or control of the Partnership business and shall have no right or authority to act for or to bind the Partnership. The exercise of any of the rights and powers of the Limited Partner pursuant to the terms of this Partnership Agreement shall not be deemed taking part in the day-to-day affairs of the Partnership or the exercise of control over Partnership affairs.

7.6. General Partner Not Obligated to Return Capital. Except as otherwise provided herein, the General Partner shall not be personally liable for the return of any portion of the capital contributions of the Limited Partner.

7.7. Other Activities. Except as otherwise provided herein, any Partner may engage in or possess an interest in other business ventures of any nature or description independently or with others, and neither the Partnership nor any Partner shall have any rights in or to such independent ventures or the income or profits derived therefrom.

7.8. Exculpation of General Partner. The General Partner shall not be liable, responsible or accountable in damages or otherwise to any other Partner for any acts performed in good faith and within the scope of this Agreement. The Partnership (but not any Partner) shall indemnify and hold harmless the General Partner from any loss, damage, liability, cost or expense (including reasonable attorneys’ fees) arising out of any act or failure to act by the General Partner, if such act or failure to act is in good faith and within the scope of this Agreement and is not attributable to gross negligence, malfeasance or fraud.

7.9. Protection of Third Parties. Every instrument purporting to be the action of the Partnership and duly authorized and executed by the General Partner shall be conclusive evidence in favor of every person relying thereon or claiming thereunder that at the time of delivery thereof this Partnership Agreement was in full force and effect and that the execution and delivery of such instrument was duly authorized by the General Partner and the Partnership. Any person dealing with the Partnership may rely upon a certificate given by the General Partner as to the authority of the General Partner to act on behalf of and to bind the Partnership or as to any other fact germane to the Partnership or the activity of the General Partner in so executing.

ARTICLE VIII.

Allocations of Income, Profits and Losses

8.1. Profits and Losses. Profits and Losses for any fiscal year shall be allocated 90% to the Limited Partner and 10% to the General Partner.

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8.2. The Losses allocated pursuant to Section 8.1 hereof shall not exceed the maximum amount of Losses that can be so allocated without causing the Limited Partner to have an Adjusted Capital Account Deficit at the end of any fiscal year. All Losses in excess of the limitation set forth in this Section 8.2 shall be allocated to the General Partner.

8.3. Allocation of Income for Partial Fiscal Year. For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

8.4. Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734 (b) or Code Section 743 (b) is required, pursuant to Regulations Section 1.704-1 (b) (2) (iv) (m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

8.5. Tax Allocations: Code Section 704 (c).

In accordance with Code Section 704 (c) and the Regulations thereunder, income, gain, loss and deductions with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for Federal income tax purposes and its initial fair market value.

Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 8.5 are solely for purposes of Federal, state and local taxes and shall not affect, or in any way be taken into account in computing any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

8.6. Authority of General Partner to Vary Allocations.

(a) It is the intent of the Partners that each Partner’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in accordance with Article VIII to the fullest extent permitted by Section 704 (b) of the Code. In order to preserve and protect the determinations and allocations provided for in Article VIII, the General Partner is authorized and directed to allocate income, gain, loss, deduction, or credit (or item thereof) arising in any year differently than otherwise provided for in this Article VIII to the extent that allocating income, gain, loss, deduction, or credit (or item thereof) in the manner provided for in Article VIII would cause the determinations and allocations of each Partner’s distributive share of income, gain, loss, deduction, or credit (or item thereof) not to be permitted by Section 704 (b) of the Code and Treasury Regulations promulgated thereunder. Any allocation made pursuant to this Section 8.6 shall be deemed to be a complete substitute for any allocation otherwise provided for in Article VIII and no amendment of this Partnership Agreement or approval of any Partner shall be required.

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(b) In making any allocation (the “new allocation”) under Section 8.6 (a), the General Partner is authorized to act only after having been advised by the Partnership’s accountants that, under Section 704 (b) of the Code and the Treasury Regulations thereunder, (i) the new allocation is necessary, and (ii) the new allocation is the minimum modification of the allocations otherwise provided for in Article VIII necessary in order to assure that, either in the then current year or in any preceding year, each Partner’s distributive share of income, gain, loss, deduction, or credit (or item thereof) is determined and allocated in accordance with Article VIII to the fullest extent permitted by Section 704 (b) of the Code and the Treasury Regulations thereunder.

(c) If the General Partner is required by Section 8.6 (a) to make any new allocation in a manner less favorable to the Limited Partner than is otherwise provided for in Article VIII, the General Partner is then authorized and directed, insofar as it is advised by the Partnership’s accountants that it is permitted by Section 704 (b) of the Code, to allocate income, gain, loss, deduction, or credit (or item thereof) arising in later years in such manner, so as to bring the allocations of income, gain, loss, deduction, or credit (or item thereof) to the Limited Partner as nearly as possible to the allocations thereof otherwise contemplated by Article VIII.

(d) New allocations made by the General Partner under Section 8.6 (a) in reliance upon the advice of the Partnership’s accountants and allocations made by the General Partner under Section 8.6 (c) in reliance upon the advice of the Partnership’s accountants shall be deemed to be made pursuant to the fiduciary obligation of the General Partner to the Partnership and the Limited Partner, and no such allocation shall give rise to any claim or cause of action by the Limited Partner.

ARTICLE IX.

Distributions

9.1. Net Cash Flow. During the period commencing on the date hereof and ending on the dissolution and winding up of the Partnership, Net Cash Flow for each fiscal year (or part thereof) shall be distributed, at such times as the General Partner determines, 90% to the Limited Partner and 10% to the General Partner.

9.2. Incorrect Payments. To the extent any payments made pursuant to this Article IX were incorrectly paid, as determined by the Partnership’s financial statements, any Partner who received more than should have been paid to it shall promptly repay the amount of any such incorrect payment, and any such repaid amount shall be redistributed pursuant to this Article IX.

9.3. Distribution in Kind. If any assets of the Partnership shall be distributed in kind, such assets shall be distributed to the Partners entitled thereto as tenants-in-common in the same proportions as such Partners would have been entitled to cash distributions.

9.4. Cash Distributions Only. No Partner shall be entitled to demand and receive property other than cash in return for its capital contributions to the Partnership, and, to the maximum extent permissible under applicable law, each Partner hereby waives all right to partition of the Partnership’s assets.

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9.5. Inability to Pay Debts. The General Partner shall not make any distribution that will impair the ability of the Partnership to pay its just debts as they mature. Further, the General Partner shall not make any distribution in violation of the limitations in Section 6.07 (a) of Article 6132a-1 of the Revised Civil Statute of Texas. A Partner who receives a distribution in violation of this Agreement shall be personably liable to return that distribution, with interest, only if the Partner knew that the distribution was prohibited.

ARTICLE X.

Expenses

Except as herein otherwise provided, the Partnership shall be responsible for paying all direct costs and expenses of the business of the Partnership, including, without limitation, debt service, insurance premiums, costs for bookkeeping and accounting directly related to the collection of income and the payment of operating expenses of the Partnership, office supplies, and all other fees, costs and expenses directly attributable to the formation and operation of the Partnership. In the event any such costs and expenses are or have been paid by a Partner on behalf of the Partnership, then, except as expressly provided herein to the contrary, such Partner shall be entitled to be reimbursed for such payment so long as such payment is reasonably necessary for Partnership business and is reasonable in amount. No Partner shall be reimbursed for overhead costs or other indirect expenses.

ARTICLE XI.

Transfers of Interests of Partners

11.1. Restrictions on Transfer. Except as provided in Section 11.2, the Limited Partner agrees that it will not sell, assign or otherwise transfer its interest or any fraction thereof to any person or entity without the prior consent of the General Partner.

11.2. Permitted Transfers. Subject to the provisions of Section 11.1, the Limited Partner shall have the right to sell, assign or transfer its interest to the beneficial owner(s) of such Limited Partner if a pro rata distribution of its interests is being made to all such beneficial owner(s).

11.3. Admission of Substitute Limited Partner.

(a) Subject to the other provisions of this Article XI, an assignee of the interest of the Limited Partner (which shall be understood to include any purchaser, transferee, donee or other recipient of such interest) shall be deemed admitted as a Limited Partner of the Partnership only upon the satisfactory completion of the following:

(i) the assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing an amendment hereto (which amendment shall expressly include a power of attorney containing the terms and provisions set forth in Article XVI and an agreement in the form set forth in Section 11.1) and such other documents or instruments as the General Partner may require in order to effect the admission of such assignee as a Limited Partner;

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(ii) prior written consent of the General Partner shall have been given; and

(iii) if the assignee is an entity, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of its authority to become a Limited Partner under the terms and provisions of this Agreement, and of the authority of the person(s) acting on behalf of such entity to execute the documents and instruments required under Article XI.

(b) The General Partner shall cooperate with each person seeking to become a substitute Limited Partner by preparing or assisting in the preparation of the documentation required by this Article XI and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction by the assignee of the conditions in this Article XI, including filing for recording of an amendment to this Agreement evidencing the admission of any person as a Limited Partner pursuant to Section 11.3 (a) (i).

(c) Except as expressly required by law, the Partnership shall not be obligated for any purpose whatsoever to recognize the assignment by the Limited Partner of its interest until the Partnership has received notice thereof and the assignee has satisfied the requirements of this Article XI.

(d) Any person or entity who is the assignee of all or any portion of a Limited Partner’s interest, but who does not become a substitute Limited Partner and desires to make a further assignment of such interest, shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its interest.

11.4. Fees on Transfer. No sale, assignment, pledge, transfer or exchange of interest under this Article XI shall be effective unless and until the transferee pays or causes to be paid the applicable transfer and legal fees. No assignee of an interest shall be deemed admitted as a limited partner unless and until the assignee pays or causes to be paid all reasonable legal fees of the Partnership and the General Partner and filing and publication costs incurred in connection with its substitution as a limited partner.

11.5. Effect of Bankruptcy or Dissolution of the Limited Partner. The bankruptcy or dissolution of the Limited Partner shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue with Partnership property. If the Limited Partner becomes bankrupt or dissolved, its legal representative shall have the rights of such Limited Partner for the purpose of settling or managing its estate or property and such power as the bankrupt or dissolved Limited Partner possessed to assign all or any part of its interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a substitute Limited Partner.

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11.6. Acquisition by the General Partner of Interest as a Limited Partner. If the General Partner acquires an interest in the Partnership as a limited partner, the General Partner shall, with respect to such interest, enjoy all of the rights and be subject to all of the obligations and duties of a limited partner to the extent of such interest.

11.7. Adjustment of Basis of Transfer. In the event of a sale, transfer, assignment or other disposition of all or part of the interest of the Limited Partner in the Partnership, the General Partner may, in its sole discretion, cause the Partnership to elect, pursuant to Article 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Partnership property as provided by Sections 734 and 743 of the Code.

11.8. Rights of Unadmitted Assignees. A person who acquires a Limited Partnership interest but who is not admitted as a Substitute Limited Partner pursuant to Section 11.3 hereof shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a general partner or a limited partner under the TRLPA or the Agreement.

ARTICLE XII.

Dissolution and Termination

12.1. Dissolution. Except as provided in Section 12.2, the Partnership shall be dissolved and its business wound up upon the earliest to occur of any of the following events (“Liquidating Events”):

(a) the General Partner, with the consent of the Limited Partner, determines that the Partnership should be dissolved;

(b) the General Partner withdraws or becomes insolvent or bankrupt;

(c) the sale or other disposition of all or substantially all of the Partnership’s assets;

(d) the Partnership files a voluntary bankruptcy petition; or

(e) the Partnership becomes the subject of an order for relief or is declared insolvent in any Federal or state bankruptcy or insolvency proceeding.

The Partners hereby agree that, notwithstanding any provision of the TRLPA, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event.

12.2. Continuation. Upon the occurrence of an event set forth in Section 12.1 (c) with respect to the General Partner, the business of the Partnership shall be continued on the terms and conditions of this Agreement if, within 90 days after such event, the Limited Partner shall elect in writing that the business of the Partnership shall be continued and shall designate one or more persons to be substituted as general partner. In the event that the Limited Partner elects so

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to continue the Partnership with one or more new general partner(s), such new general partners shall succeed to all of the powers, privileges and obligations of the General Partner and the interest in the Partnership of the General Partner shall become a limited partner’s interest hereunder (except that its rights to distributions shall continue to the extent provided in Article IX).

12.3. Winding Up of Partnership Affairs. Upon the dissolution of the Partnership, other than a dissolution and continuation pursuant to Section 12.2 hereof, all of the business and affairs of the Partnership shall be liquidated and wound up. Following the payment of all of the debts, liabilities and obligations of the Partnership and the expenses of dissolution and liquidation and subject to the creation and retention of such cash reserves as may be reasonably necessary for any contingent liabilities, the proceeds of liquidation shall be distributed in the following order of priority:

(a) First, to the payment of all principal and interest of any loans to the Partnership by any of the Partners;

(b) Second, in accordance with the Capital Accounts of the Partners after adjusting the Capital Accounts for Profits or Losses allocated pursuant to Sections 8.1 and 8.2. Notwithstanding the foregoing, if the Capital Account balances of the Partners at liquidation differ from the amount such Partners would be entitled to receive if liquidating distributions were made under Section 9.2, then such distributions shall be made in accordance with Section 9.2 instead of this provision. In such event, allocations of Profits and Losses under Section 8.1 shall be modified to cause the Capital Accounts, to the extent possible, to equal such amounts.

12.4. Compliance with Timing Requirements of Regulations. In the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b) (2) (ii) (g), (a) distributions shall be made pursuant to this Article XII to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b) (2) (ii) (b) (2), and (b) if the General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b) (2) (ii) (b) (3). If the Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year in which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or any other person for any purpose whatsoever.

12.5. Rights of Limited Partner. Except as otherwise provided in this Agreement, the Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership.

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12.6. Dissolution Not Release of Certain Obligations. The dissolution of the Partnership shall not release or relieve any of the parties hereto of their contractual obligations under this Partnership Agreement.

ARTICLE XIII.

Accounting

13.1. Fiscal Year. The fiscal year of the Partnership shall end on September 30^th.

13.2. Records. The General Partner shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with the principles and practices generally accepted for the cash basis method of accounting. The books and records shall be preserved for six years after the end of the fiscal year to which such books and records relate.

13.3. Inspection of Records. All books of account shall, at all times, be maintained in the principal office of the Partnership, and shall be open during reasonable business hours for inspection and examination by the Limited Partner and its authorized representatives, who shall have the right to make copies thereof. The Limited Partner shall have the right to have an audit conducted of the Partnership’s books. The Limited Partner may select the accounting firm to conduct the audit. The Partnership shall not be required to be audited more than once in any fiscal year.

13.4. Tax Returns. The General Partner shall prepare, or cause to be prepared, a Federal and any required state and local income tax returns for the Partnership for each tax year of the Partnership, and, in connection therewith, shall make any available or necessary elections.

ARTICLE XIV.

Reports and Statements

14.1. Annual Tax Information. By the 15th day of March of each year, the General Partner, at the expense of the Partnership, shall cause to be delivered to the Limited Partner the following:

(a) such information as shall be necessary (including a statement for the preceding fiscal year of the Limited Partner’s share of net income, net gains, net losses and other items of the Partnership) for the preparation by the Limited Partner of its Federal, state and local income and other tax returns; and

(b) upon request, a copy of all income tax and information returns to be filed by the Partnership for the preceding fiscal year of the Partnership.

14.2. Annual Cash Information. Within 90 days after the end of each fiscal year of the Partnership, the General Partner, at the expense of the Partnership, shall cause to be delivered to the Limited Partner, a report setting forth, in reasonable detail, the Partnership’s cash income and cash expenses for the preceding fiscal year. Such report shall be mailed to the Limited Partner together with any amounts distributable to them pursuant to Article IX.

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14.3. Annual Franchise Statements. Within 150 days after the end of each fiscal year of the Partnership, the General Partner shall cause to be delivered to the Limited Partner financial statements of the Partnership for such fiscal year, prepared at the expense of the Partnership and certified by an independent certified public accountant, which statements shall set forth, as of the end of and for such fiscal year, the following:

(a) a profit and loss statement and a balance sheet of the Partnership;

(b) the balances in the Capital Accounts of each Partner; and

(c) such other information as, in the judgment of the General Partner, shall be reasonably necessary for the Partners to be advised of the financial status and results of operations of the Partnership.

14.4. Notices of Default. The General Partner shall, within 10 days after receipt thereof, forward to the Limited Partner a copy of any notice received by the General Partner or the Partnership of any default under any material instrument to which the Partnership is a party or which affects the assets of the Partnership, and shall report to the Limited Partner any other significant developments affecting the Partnership, its business or assets, as soon as practicable following the occurrence of each such development.

ARTICLE XV.

Bank Accounts

The General Partner shall open and maintain (in the name of the Partnership) a special bank or money market fund account or accounts, the deposits of which are insured by an agency of the United States government, in which shall be deposited all funds of the Partnership. Withdrawals from such account or accounts shall be made upon the signature or signatures of such person or persons as the General Partner shall designate. There shall be no commingling of the assets of the Partnership with the assets of any other entity or person.

ARTICLE XVI.

Power of Attorney

16.1. Appointment. The Limited Partner hereby irrevocably makes, constitutes and appoints the General Partner and each successor general partner as its true and lawful attorney, to make, sign, execute, acknowledge, swear to and file with respect to the Partnership:

(a) the Agreement and any restated or amended certificate of limited partnership reflecting this Partnership Agreement;

(b) all amendments to this Agreement and to the Partnership’s certificate of limited partnership regarding a change in the Capital Accounts of the Partners to reflect distributions contemplated hereby;

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(c) documents of transfer of a Limited Partner’s interest in the Partnership and all other instruments to effect such transfer, but only if there has been compliance with the applicable provisions of this Agreement;

(d) all amendments to this Agreement and to the Partnership’s certificate of limited partnership regarding a change in the name of the Partnership, its address or that of the General Partner or the Limited Partner, or the admission or withdrawal of a Partner; and

(e) all amendments to this Agreement adopted in accordance with Article XXI, but only if there has been compliance with the applicable provisions of this Agreement.

16.2. Appointment Coupled with Interest. The foregoing appointment is a special power of attorney coupled with an interest, and is irrevocable and shall survive the cessation of the existence as a legal entity of the Limited Partner.

ARTICLE XVII.

Consents; Information Meetings

Any action requiring the consent or approval of the Limited Partner under the provisions of this Partnership Agreement shall be taken only if the consent or approval of the Limited Partner is evidenced by a written instrument executed by the Limited Partner.

ARTICLE XVIII.

Notices

Whenever any notice is required or permitted to be given under any provisions of this Agreement, such notice shall be in writing, signed by or on behalf of the person giving the notice, and shall be deemed to have been given when delivered by personal delivery or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the person or persons to whom such notice is to be given at the address given in Exhibit A to this Partnership Agreement (or at such other address as shall be stated in a notice similarly given).

ARTICLE XIX.

Certain Defined Terms

As used in this Memorandum, the following terms have the meanings set forth below:

Adjusted Capital Account Deficit. With respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant fiscal year, after giving affect to the following adjustments:

(i) Credit to such Capital Account any amount such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentence of Regulations Section 1.704-1(b) (4) (iv) (f); and

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(ii) Debit to such Capital Account the items described in Regulations Sections 1.704-1(b) (2) (ii) (d) (4), 1.704-1(b) (2) (ii) (d) (5) and 1.704-1(b) (2) (ii) (d) (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b) (2) (ii) (d) and shall be interpreted consistently therewith.

Capital Contributions - With respect to any Partner, the amount of money and the initial fair market value of any property (other than money) contributed to the Partner pursuant to Article VI.

Code - The Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

General Partner - WBAP-KSCS Radio Acquisition, LLC

Limited Partner - WBAP-KSCS Acquisition Partner, LLC

Net Cash Flow - For any fiscal year, or part thereof, of the Partnership, the amount, if any, computed using cash basis accounting principles, by which the total gross cash operating receipts of the Partnership plus interest income of the Partnership during such period exceeds the sum of all cash operating expenses of the Partnership paid during such period. For the purpose of determining Net Cash Flow, the term “cash operating expenses” (1) includes, without limitation, (a) interest and principal paid on all loans, (b) deposits of reserves for operating expenses, (c) accounting, legal, and other administrative expenses incurred in connection with the operation of the business of the Partnership, and (d) capital expenditures (to the extent not made from capital contributions to the Partnership by the Partners or the proceeds of any loan or capital transaction), and (2) does not include depreciation and other non-cash expenses.

Partners - The General Partner and Limited Partner.

Partnership - WBAP-KSCS Radio Group, Ltd., a Texas limited partnership.

Partnership Agreement - This Agreement of Limited Partnership of the Partnership.

Profits and Losses - For each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a) (1) shall be included in taxable income or loss), with the following adjustments:

(i) any income of the Partnership that is exempt from Federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii) any expenditures described in Code Section 705(a) (2) (B) or treated as Code Section 705(a) (2) (B) expenditures pursuant to Regulations Section 1.704-1(b) (2) (iv) (1) and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

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(iii) gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the value of the property disposed of as reflected on the books of the Partnership in accordance with Regulations Section 1.704-1(b) (2) (iv) (g), notwithstanding that the adjusted tax basis of such property differs from such value; and

(iv) notwithstanding the foregoing provisions of this Section, any items which are specially allocated pursuant to Section 8.4 hereof shall not be taken into account in computing Profits or Losses.

Regulations - The Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations).

ARTICLE XX.

Binding Effect

Except as herein otherwise provided to the contrary, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their representatives, successors and assigns.

ARTICLE XXI.

Amendments

21.1. Formalities for Amendment. No amendment (other than one specified in Section 16.1(d) or in Section 21.2 below), modification or waiver of this Agreement, or any part hereof, shall be valid or effective unless in writing and signed by the General Partner and the Limited Partner; and no waiver of any breach or condition of this Partnership Agreement shall be deemed to be a waiver of any other conditions or subsequent breach whether of like or different nature.

21.2. Amendment by Action of General Partner. This Agreement may be amended by action of the General Partner without the consent or approval of the Limited Partner if (a) the amendment is solely for the purpose of clarification and does not change the substance of this Agreement and the Partnership has obtained the opinion of its counsel to that effect, or (b) in the opinion of the Partnership’s counsel the amendment is necessary or appropriate to satisfy requirements of the Code with respect to partnerships and the amendment does not adversely affect the interests of the Limited Partner. Any amendment made pursuant to this Section 21.2 may, at the option of the General Partner, be effective as of the date of this Agreement.

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ARTICLE XXII.

Applicable Laws

This Partnership Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

ARTICLE XXIII.

Severability

If any provision of this Agreement, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

ARTICLE XXIV.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

ARTICLE XXV.

Certificate(s) of Partnership Interests

All partnership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8.102 of Chapter 8 of the Texas Uniform Commercial Code (“Chapter 8”) and shall be governed by Chapter 8.

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EX-3.94

Exhibit 3.94

CERTIFICATE OF FORMATION

OF

CHICAGO RADIO, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is Chicago Radio, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.95

Exhibit 3.95

AS AMENDED THROUGH JUNE 3, 2010

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHICAGO RADIO, LLC

This Limited Liability Company Agreement (this “Agreement”) of Chicago Radio, LLC is entered into by Chicago Radio Holding, LLC, a Delaware limited liability company (the “Member”), entered into as of January 1, 2007.

The Member, by execution of this Agreement, has formed a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is, Chicago Radio, LLC (the “Company”). The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Act, did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023 or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

8. Member. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

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9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement, without making a capital contribution or being obligated to do so, as permitted under §18¬301(d) of the Act.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall

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hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any

5

such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

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23. Entire Aqreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.96

Exhibit 3.96

CERTIFICATE OF FORMATION

OF

NY LICENSE, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is NY License, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By.	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.97

Exhibit 3.97

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

NY LICENSE, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of NY License, LLC, a Delaware limited liability company (the “Company”), is entered into by NY Radio, LLC, a Delaware limited liability company (the “Member”), as of May 16, 2007.

WHEREAS, NY Radio I, LLC (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of January 25, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is NY License, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.98

Exhibit 3.98

CERTIFICATE OF FORMATION

OF

NY RADIO ASSETS, LLC

1. The name of the limited liability company is NY Radio Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of January, 2006.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.99

Exhibit 3.99

AS AMENDED THROUGH JUNE 3, 2010

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

NY RADIO ASSETS, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of NY Radio Assets, LLC, a Delaware limited liability company (the “Company”), is entered into by NY Radio, LLC, a Delaware limited liability company (the “Member”), as of May 16, 2007.

WHEREAS, NY Radio I, LLC (as the successor-in-interest to WABC-AM Radio, Inc. following the merger of WABC-AM Radio, Inc. with NY Radio I, LLC) (the “Former Member”) entered into the Limited Liability Company Agreement of the Company (the “Original Agreement”) as of September 1, 2006;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and WHEREAS, the Member desires to amend and restate the Original Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is NY Radio Assets, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

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b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.100

Exhibit 3.100

CERTIFICATE OF FORMATION

OF

WBAP-KSCS ASSETS, LLC

1. The name of the limited liability company is WBAP-KSCS Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of January, 2006.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.101

Exhibit 3.101

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

WBAP-KSCS ASSETS, LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of WBAP-KSCS Assets, LLC, a Delaware limited liability company (the “Company”), is entered into by WBAP-KSCS Radio Group, Ltd., a Texas limited partnership (the “Member”), as of May 23, 2007.

WHEREAS, KESN Radio, LLC (as the successor-in-interest to WBAP-KSCS Radio, Inc. following the merger of WBAP-KSCS Radio, Inc. with KESN Radio, LLC) (the “Initial Managing Member”) and KESN Partner, LLC (as the successor-in-interest to WBAP-KSCS Partner, Inc. following the merger of WBAP-KSCS Partner, Inc. with KESN Partner, LLC) (the “Initial Limited Member”) entered into the Limited Liability Company Agreement of the Company as of January 1, 2007;

WHEREAS, the Initial Managing Member transferred its interest in the Company to WBAP-KSCS Radio Acquisition, LLC (the “Former Managing Member”) as of the date hereof and the Initial Limited Member transferred its interest in the Company to WBAP-KSCS Acquisition Partner, LLC (the “Former Limited Member”) as of the date hereof;

WHEREAS, the Former Managing Member and the Former Limited Member entered into the First Amended And Restated Limited Liability Company Agreement of the Company (the “First Amended and Restated Agreement”) as of the date hereof;

WHEREAS, the Former Managing Member and the Former Limited Member have transferred their respective interests in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is WBAP-KSCS Assets, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

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k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 2221 E. Lamar Blvd., Arlington, Texas 76006, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as a member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the

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Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Member, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

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21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

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EX-3.102

Exhibit 3.102

CERTIFICATE OF FORMATION

OF

CHICAGO RADIO ASSETS, LLC

1. The name of the limited liability company is Chicago Radio Assets, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of January, 2006.

/s/ Diane K. Austin

Diane K. Austin, Organizer

EX-3.103

Exhibit 3.103

AS AMENDED THROUGH JUNE 3, 2010

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHICAGO RADIO ASSETS, LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Chicago Radio Assets, LLC, a Delaware limited liability company (the “Company”), is entered into by Chicago Radio, LLC, a Delaware limited liability company (the “Member”), as of May 16, 2007.

WHEREAS, Chicago Radio I, LLC (as the successor-in-interest to WLS, Inc. following the merger of WLS, Inc. with Chicago Radio I LLC) (the “Initial Member”) entered into the Limited Liability Company Agreement of the Company as of January 31, 2006;

WHEREAS, the Initial Member transferred its interest in the Company to Chicago Radio Holding, LLC (the “Former Member”) as of the date hereof;

WHEREAS, the Former Member entered into the First Amended And Restated Limited Liability Company Agreement of the Company (the “First Amended and Restated Agreement”) as of the date hereof;

WHEREAS, the Former Member has transferred its interest in the Company to the Member as of the date hereof; and

WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement as herein set forth in full.

NOW, THEREFORE, in consideration of the mutual covenants, warranties, agreements and provisions set forth herein, the Member hereby agrees as follows:

1. Name. The name of the Company is Chicago Radio Assets, LLC. The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Diane Austin, as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

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k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66th Street, New York, New York 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8. Member. The name, mailing address and percentage interest of the Member is set forth on Schedule A attached hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the

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Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

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g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

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16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

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21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

7

EX-3.104

Exhibit 3.104

CERTIFICATE OF FORMATION

OF

CHICAGO LICENSE, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is Chicago License, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 24, 2006.

By:	/s/ PENNY A. DENTINGER
	Name:	Penny A. Dentinger
	Title:	Authorized Person

EX-3.105

Exhibit 3.105

AS AMENDED THROUGH JUNE 3, 2010

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHICAGO LICENSE, LLC

This Limited Liability Company Agreement (this “Agreement”) of Chicago License, LLC is entered into by Chicago Radio Assets, LLC, a Delaware limited liability company (the “Member”), entered into as of January 25, 2006.

The Member, by execution of this Agreement, has formed a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §§18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is, Chicago License, LLC (the “Company”). The Company shall conduct business under its legal name or such other name(s) as the Member shall designate.

2. Certificates. Penny A. Dentinger, as an authorized person within the meaning of the Act, did execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing of the Certificate of Formation, her powers as an authorized person ceased. Henceforth, the Member shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or appropriate for the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or creation of liens upon the assets of the Company;

f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary, convenient or appropriate for, or in connection with, the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at 77 West 66^th Street, New York, NY 10023, or at such other location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

8. Member. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

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9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated directly for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Admission of Member. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement, without making a capital contribution or being obligated to do so, as permitted under §18-301 (d) of the Act.

11. Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company as the Member determines is appropriate.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Board of Directors.

a. Establishment. There is hereby established a Board of Directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement and the Act. For all business that is put to the vote of the Board of Directors, each Director shall be entitled to one vote. Any decisions to be made by the Board of Directors shall require the approval of a majority of the Board of Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Director. Each Director shall be a “manager” (as that term is defined in the Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware.

b. Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board of Directors. Directors shall have the duties, powers and rights of Directors under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

c. Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall

3

hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.

d. Removal. The Member may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Member and not filled by the Member at a meeting at which such removal shall have been made or pursuant to the applicable written consent of the Member, may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

e. Resignation. A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of Directors of an increase in the authorized number of Directors) and not filled by the Member may be filled by a majority of the Board of Directors, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

f. Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.

g. Conduct of Meetings. Any meeting of the Directors may be held, and any Director may attend and vote and be present at a meeting, in person (including by proxy given to another Director) or telephonically.

h. Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 14(h)) of a majority of the Board of Directors shall constitute a quorum of the Board of Directors for purposes of conducting business. At all times when the Board of Directors is conducting business at a meeting of the Board of Directors, a quorum of the Board of Directors must be present at such meeting. If a quorum shall not be present at any meeting of the Board of Directors, then Directors having a majority of the votes of the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

4

i. Attendance and Waiver of Notice. Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

j. Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

k. Compensation of the Directors. Directors, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by the Member or by a majority of the Board of Directors. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided, that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

15. Officers. The Board of Directors may, from time to time as it deems advisable, appoint officers of the company (each an “Officer”) and assign in writing titles (including, without limitation, Chief Executive Officer, President, Chief Financial Officer, Vice President, Secretary, and Treasurer) to any such person. Unless the Board of Directors deems otherwise, the assignment of such title shall constitute the delegation to such person the authorities and duties that are normally associated with that office as commonly used for officers of a business corporation formed under the Delaware General Corporation Law. Any delegation or appointment pursuant to this Section 15 may be revoked at any time by the Board of Directors or the Members. The Officers of the Company are listed on Schedule C attached hereto.

16. Execution of Contracts and Other Documents. Each Officer of the Company may execute and/or deliver, in the name and on behalf of the Company, agreements, powers of attorney, evidences of indebtedness, conveyances, or any other document or instrument which is authorized by the Board of Directors or is required in the ordinary course of business.

17. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any

5

such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

19. Assignments. The Member may assign in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

20. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the written consent of the Members, but such admission shall not become effective until this Agreement is amended to reflect the newly admitted member’s rights hereunder.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

6

23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26. Certificate(s) of Membership Interests. All membership interests in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code (“Article 8”) and shall be governed by Article 8.

27. Issuance of Non-Voting Securities. Subject to further amendments to this 27 Limited Liability Agreement, the Company shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of title 11 of the United States Code.

7

EX-5.1

Exhibit 5.1

[Jones Day Letterhead]

December 20, 2011

Cumulus Media Holdings Inc.

and the guarantors listed on Annex A

3280 Peachtree Road, N.W., Suite 2300

Atlanta, Georgia 30305

Re: Registration Statement on Form S-4 Filed by Cumulus Media Holdings Inc. and

the Guarantors Named Below Relating to the Exchange Offer

Ladies and Gentlemen:

We have acted as counsel for Cumulus Media Holdings Inc., a Delaware corporation (the “Company”), and the companies listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”), which relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $610,000,000 aggregate principal amount of 7.75% Senior Notes due 2019 of the Company (the “Exchange Notes”) for an equal principal amount of 7.75% Senior Notes due 2019 of the Company outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of May 13, 2011 (as amended, supplemented or otherwise modified, the “Indenture”), by and among the Company, the Covered Guarantors, the companies listed on Annex B hereto (each, an “Other Guarantor” and collectively, the “Other Guarantors,” such Other Guarantors, together with the Covered Guarantors, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Guarantee”) on a joint and several basis by the Guarantors.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

Cumulus Media Holdings Inc.

and the guarantors listed on Annex A

December 20, 2011

Page 2

1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

2. The Guarantee of the Exchange Notes (each, an “Exchange Guarantee” and collectively, the “Exchange Guarantees”) of each Covered Guarantor, when it is issued and delivered in exchange for the Guarantee of the Outstanding Notes (collectively, the “Outstanding Guarantees”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

3. The Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

For the purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.

For the purposes of our opinion set forth in paragraph 3 with respect to the Exchange Guarantees of the Other Guarantors, we have assumed that (a) each Other Guarantor is a corporation or limited liability company, as applicable, existing and in good standing under the laws of its jurisdiction of incorporation or formation, as applicable (each, a “Jurisdiction”), (b) the Indenture and the Exchange Guarantees (i) have been authorized by all necessary corporate or limited liability company action, as applicable, of the Other Guarantors and (ii) have been executed and delivered by each Other Guarantor under the laws of the applicable Jurisdiction, and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Exchange Guarantees by any Other Guarantor do not violate or conflict with the laws the applicable Jurisdiction or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

Cumulus Media Holdings Inc.

and the guarantors listed on Annex A

December 20, 2011

Page 3

For purposes of our opinions insofar they relate to the Guarantors, we have assumed that the obligations of each of the Guarantors under the Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate, limited liability company or partnership purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Guarantor and will benefit the respective Guarantor, directly or indirectly.

The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the Commonwealth of Pennsylvania, (iii) the laws of the State of Texas and (iv) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, in each case as currently in effect, and we express no opinion or view as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction, on the opinions expressed herein.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Annex A

Covered Guarantors

Entity	Jurisdiction of Organization
Cumulus Media Inc.	Delaware
Catalyst Media, Inc.	Delaware
Citadel Broadcasting Corporation	Delaware
Cumulus Media Partners, LLC	Delaware
CMP Susquehanna Radio Holdings Corp.	Delaware
CMP Susquehanna Corp.	Delaware
Susquehanna Pfaltzgraff Co.	Delaware
CMP KC Corp.	Delaware
Susquehanna Media Co.	Delaware
Susquehanna Radio Corp.	Pennsylvania
Alphabet Acquisition Corp.	Delaware
Minneapolis Radio, LLC	Delaware
KLOS Radio, LLC	Delaware
San Francisco Radio, LLC	Delaware
DC Radio, LLC	Delaware
WPLJ Radio, LLC	Delaware
Chicago FM Radio Assets, LLC	Delaware
Radio Networks, LLC	Delaware
Minneapolis Radio Assets, LLC	Delaware
KLOS Syndications Assets, LLC	Delaware
KLOS-FM Radio Assets, LLC	Delaware
SF License, LLC	Delaware
San Francisco Radio Assets, LLC	Delaware
DC Radio Assets, LLC	Delaware
Network License, LLC	Delaware
International Radio, Inc.	Delaware
Radio Watermark, Inc.	Delaware
Radio Today Entertainment, Inc.	New York
Detroit Radio, LLC	Delaware
Atlanta Radio, LLC	Delaware
Radio Assets, LLC	Delaware
LA Radio, LLC	Delaware
WBAP-KSCS Radio Acquisition, LLC	Delaware
WBAP-KSCS Acquisition Partner, LLC	Delaware
Chicago Radio Holding, LLC	Delaware
NY Radio, LLC	Delaware
LA License, LLC	Delaware
WBAP-KSCS Radio Group, Ltd.	Texas
Chicago Radio, LLC	Delaware
NY License, LLC	Delaware
NY Radio Assets, LLC	Delaware

Entity	Jurisdiction of Organization
WBAP-KSCS Assets, LLC	Delaware
Chicago Radio Assets, LLC	Delaware
Chicago License, LLC	Delaware

Annex B

Other Guarantors

Entity	Jurisdiction of Organization
Broadcast Software International Inc.	Nevada
Cumulus Broadcasting LLC	Nevada
KLIF Broadcasting, Inc.	Nevada
Radio Metroplex, Inc.	Nevada
Citadel Broadcasting Company	Nevada
Aviation I, LLC	Nevada
Oklahoma Radio Partners, LLC	Alabama

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 14, 2011 except with respect to Note 22, as to which the date is December 19, 2011, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of Cumulus Media Inc., which appears in Cumulus Media Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2011. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP

Atlanta, Georgia

December 19, 2011

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 30, 2011 relating to the financial statements of Cumulus Media Partners, LLC, which is incorporated by reference in Cumulus Media Inc.’s Current Report on Form 8-K/A dated August 12, 2011. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP

Atlanta, Georgia

December 19, 2011

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-4 dated December 20, 2011, of Cumulus Media Inc., of our report dated March 30, 2011 (December 15, 2011 as to Note 24) related to the consolidated financial statements of Citadel Broadcasting Corporation and subsidiaries and to the reference to us under the heading “Experts” in the Prospectus, which is part of the Registration Statement.

/s/ Deloitte & Touche LLP

Los Angeles, California

December 19, 2011

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

William Bryan Echols

U.S. Bank National Association

1349 West Peachtree St NW, Suite 1050

Atlanta, GA 30309

(404) 898-8838

(Name, address and telephone number of agent for service)

Cumulus Media Holdings Inc.

(Issuer with respect to the Securities)

Delaware	90-0719565
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3280 Peachtree Road, N.W. Suite 2300 Atlanta, Georgia	30305
(Address of Principal Executive Offices)	(Zip Code)

7.75% Senior Notes due 2019

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of September 30, 2011 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, State of Georgia on the 20th of December, 2011.

By:	/s/ William Bryan Echols
	William Bryan Echols Vice President

3

Exhibit 2

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today, September 14, 2011, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Acting Comptroller of the Currency

4

Exhibit 3

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

	IN TESTIMONY WHEREOF, today, September 14, 2011, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Acting Comptroller of the Currency

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: December 20, 2011

By:	/s/ William Bryan Echols
	William Bryan Echols
	Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2011

($000’s)

	9/30/2011
Assets
Cash and Balances Due From Depository Institutions	$	13,707,494
Securities		66,888,393
Federal Funds		5,954
Loans & Lease Financing Receivables		197,036,739
Fixed Assets		5,547,055
Intangible Assets		12,420,133
Other Assets		23,843,503
Total Assets	$	319,449,271
Liabilities
Deposits	$	226,338,015
Fed Funds		7,802,656
Treasury Demand Notes		0
Trading Liabilities		545,669
Other Borrowed Money		35,170,032
Acceptances		0
Subordinated Notes and Debentures		6,179,246
Other Liabilities		9,493,484
Total Liabilities	$	285,529,102
Equity
Minority Interest in Subsidiaries	$	1,912,544
Common and Preferred Stock		18,200
Surplus		14,136,872
Undivided Profits		17,852,553
Total Equity Capital	$	33,920,169
Total Liabilities and Equity Capital	$	319,449,271

7

EX-99.1

EXHIBIT 99.1

CUMULUS MEDIA INC.

CUMULUS MEDIA HOLDINGS INC.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

Up to $610,000,000

Aggregate Principal Amount of Newly

Issued 7.75% Senior Notes due 2019

For

a Like Principal Amount of Outstanding

Restricted 7.75% Senior Notes due 2019

Issued in May 2011

Deliver to:

U.S. BANK NATIONAL ASSOCIATION, AS EXCHANGE AGENT

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     ,         , UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

As set forth in the Prospectus, dated                     ,          (the “Prospectus”), and in this corresponding Letter of Transmittal, this form or one substantially similar must be used to accept the offer of Cumulus Media Holdings Inc. (the “Company”), a wholly-owned subsidiary of Cumulus Media Inc. (“Cumulus Media”), to exchange its 7.75% Senior Notes due 2019 (the “Exchange Notes”), which will be issued in a transaction registered under the Securities Act of 1933 (the “Securities Act”), for any and all of the Company’s outstanding restricted 7.75% Senior Notes due 2019 (the “Original Notes”).

The Original Notes were issued pursuant to an indenture dated May 13, 2011 (as amended to date, the “Indenture”), among Cumulus Media, the subsidiary guarantors party thereto (including the Company) and U.S. Bank National Association, as trustee (the “Trustee”). Pursuant to a supplemental indenture dated September 16, 2011, among Cumulus Media, the Company, the subsidiary guarantors party thereto and the Trustee, the Company was substituted for Cumulus Media as the issuer and assumed all of Cumulus Media’s obligations under the Indenture and the Original Notes.

Capitalized terms used but not defined in this Letter of Transmittal have the meanings assigned to them in the Prospectus.

This form may be delivered by hand or transmitted by facsimile transmission, overnight courier or mailed to the exchange agent as indicated below.

By Registered Certified or Regular Mail or Overnight Courier or Hand Delivery:

U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS2N

St. Paul, Minnesota 55107

Attn: Specialized Finance

By Facsimile Transmission:

(651) 495-8158

By Telephone:

(800) 934-6802

Originals of all documents sent by facsimile should be promptly sent to the exchange agent by mail, by hand or by overnight delivery service.

Please describe your Original Notes below.

DESCRIPTION OF ORIGINAL NOTES
Name(s) and Address(es) of Registered Holder(s) (Please Complete, if Blank)	Certificate Number(s)	Aggregate Principal Amount of Original Notes Represented By Certificate(s)		Principal Amount of Original Notes Tendered*
			$		$
			$
			Subtotal $
			Total      $
*  You will be deemed to have tendered the entire principal amount of Original Notes represented in the column labeled “Aggregate Principal Amount of Original Notes Represented by Certificate(s)” unless you indicate otherwise with respect to such Notes in the column labeled “Principal Amount of Original Notes Tendered.” Original Notes may be tendered in whole or in part in denominations of $2,000 and integral multiples of $1,000 in excess thereof, provided that if any Original Notes are tendered for exchange in part, the untendered principal amount thereof must be at least $2,000 or any integral multiple of $1,000 in excess thereof.

If you need more space, list the certificate numbers and principal amount of Original Notes on a separate schedule, sign the schedule and attach it to this Letter of Transmittal.

Your delivery of this Letter of Transmittal will not be valid unless you deliver it to one of the addresses, or transmit it to the facsimile number, set forth above. Please carefully read this entire document, including the instructions, before completing this Letter of Transmittal. DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO THE COMPANY OR ITS AFFILIATES.

By completing this Letter of Transmittal, you acknowledge that you have received our Prospectus dated                     ,          and this Letter of Transmittal, which together constitute the “Exchange Offer.” This Letter of Transmittal and the Prospectus have been delivered to you in connection with the Company’s offer to exchange Exchange Notes for outstanding Original Notes.

For each Original Note accepted for exchange, the Holder (as defined below) of such Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. The Exchange Notes will accrue interest from the last interest payment date on which interest was paid on the Original Notes. Accordingly, registered Holders of Exchange Notes on the record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid on the Original Notes. Original Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Original Notes whose Original Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes otherwise payable on any interest payment date the record date for which occurs after the Expiration Date.

The Company reserves the right, at any time or from time to time, to extend this Exchange Offer at its discretion, in which event the Expiration Date will mean the latest date to which the offer to exchange is extended.

This Letter of Transmittal is to be completed by a Holder of Original Notes if:

(1) the Holder is delivering certificates for Original Notes with this Letter of Transmittal; or

(2) the tender of certificates for Original Notes will be made by book-entry transfer to the account maintained by U.S. Bank National Association, the exchange agent, at The Depository Trust Company (“DTC”) according to the procedures described in the Prospectus under the heading “The Exchange Offer — Procedures for Tendering Original Notes.” Please note that delivery of documents required by this Letter of Transmittal to DTC does not constitute delivery to the exchange agent.

A Holder may also tender its Original Notes by means of DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that system. If delivery is made through ATOP, the Holder must transmit an agent’s message to the exchange agent’s account at DTC. The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the Holder agrees to be bound by this Letter of Transmittal and that the Company may enforce this Letter of Transmittal against the Holder.

You must tender your Original Notes according to the guaranteed delivery procedures described in this Letter of Transmittal and the Prospectus if:

(1) your Original Notes are not immediately available;

(2) you cannot deliver your Original Notes, this Letter of Transmittal and all required documents to the exchange agent on or before the Expiration Date; or

(3) you are unable to obtain confirmation of a book-entry tender of your Original Notes into the exchange agent’s account at DTC on or before the Expiration Date.

More complete information about guaranteed delivery procedures is contained in the Prospectus under the heading “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery Procedures.” You should also read Instruction 1 to determine whether or not this section applies to you.

As used in this Letter of Transmittal, the term “Holder” means (1) any person in whose name Original Notes are registered on the books of the Company, (2) any other person who has obtained a properly executed bond power from a registered holder or (3) any person in whose name Original Notes are held of record by DTC and who desires to deliver such notes by book-entry transfer at DTC. If you are a Holder and decide to tender your Original Notes, you must complete this entire Letter of Transmittal.

You must follow the instructions in this Letter of Transmittal—please read this entire document carefully. If you have questions or need help, or if you would like additional copies of the Prospectus and this Letter of Transmittal, you should contact the exchange agent at its telephone number or address set forth above.

¨ CHECK HERE IF YOU HAVE ENCLOSED ORIGINAL NOTES WITH THIS LETTER OF TRANSMITTAL.

¨ CHECK HERE IF YOU WILL BE TENDERING ORIGINAL NOTES BY BOOK-ENTRY TRANSFER MADE TO THE EXCHANGE AGENT’S ACCOUNT AT DTC.

COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION (THIS TERM IS DEFINED BELOW):

Name of Tendering Institution:

DTC Participant Number:

Account Number:

Transaction Code Number:

¨ CHECK HERE IF YOU ARE DELIVERING TENDERED ORIGINAL NOTES THROUGH A NOTICE OF GUARANTEED DELIVERY AND HAVE ENCLOSED THAT NOTICE WITH THIS LETTER OF TRANSMITTAL.

COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION:

Name(s) of Registered Holder(s) of Original Notes:

Date of Execution of Notice of Guaranteed Delivery:

Window Ticket Number (if available):

Name of Institution that Guaranteed Delivery:

Account Number (if delivered by book-entry transfer):

SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 4, 5 AND 6)
Complete this section ONLY if: (1) certificates for untendered Original Notes are to be issued in the name of someone other than you; (2) certificates for Exchange Notes issued in exchange for tendered and accepted Original Notes are to be issued in the name of someone other than you; or (3) Original Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at DTC other than the account designated above. Issue Certificate(s) to:
Name
	(Please Print)
Address
(Include Zip Code)
(Taxpayer Identification or Social Security Number)
¨       Credit unexchanged original notes delivered by book-entry transfer to the DTC account set forth below:
(DTC Account Number, if Applicable)

SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 4, 5 AND 6)
Complete this section ONLY if certificates for untendered Original Notes, or Exchange Notes issued in exchange for tendered and accepted Original Notes are to be sent to someone other than you, or to you at an address other than the address shown above. Mail and deliver Certificate(s) to:
Name
	(Please Print)
Address
(Include Zip Code)
(Taxpayer Identification or Social Security Number)

(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9)

Ladies and Gentlemen:

According to the terms and conditions of the Exchange Offer, I hereby tender to the Company the principal amount of Original Notes indicated above. At the time these notes are accepted by the Company and exchanged for the same principal amount of Exchange Notes, I will sell, assign, and transfer to the Company all right, title and interest in and to the Original Notes I have tendered. I am aware that the exchange agent also acts as the agent of the Company. By executing this document, I irrevocably constitute and appoint the exchange agent as my agent and attorney-in-fact for the tendered Original Notes with full power of substitution to:

• cause the Original Notes to be assigned, transferred and exchanged.

• deliver certificates for the Original Notes, or transfer ownership of the Original Notes on the account books maintained by DTC, to the Company and deliver all accompanying evidences of transfer and authenticity to the Company; and

• present the Original Notes for transfer on the books of the Company, receive all benefits and exercise all rights of beneficial ownership of these Original Notes according to the terms of the Exchange Offer. The power of attorney granted in this paragraph is irrevocable and coupled with an interest.

With respect to the Original Notes, I represent and warrant that I have full power and authority to tender, exchange, assign and transfer the Original Notes that I am tendering and to acquire Exchange Notes issuable upon the exchange of the tendered Original Notes. I represent and warrant that the Company will acquire good and unencumbered title to such Original Notes, free and clear of all liens, restrictions, other than restrictions on transfer, charges and encumbrances, and that such Original Notes are not and will not be subject to any adverse claim at the time the Company acquires them. I further represent that:

• any Exchange Notes I will acquire in exchange for the Original Notes I have tendered will be acquired in the ordinary course of business;

• I have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to me;

• I am not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if I am an affiliate of the Company or its subsidiaries, I will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• I am not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for my own account; and

• I am not restricted by any law or policy of the U.S. Securities and Exchange Commission (the “SEC”) from trading the Exchange Notes acquired in the Exchange Offer.

I understand that the Exchange Offer is being made in reliance on interpretations contained in letters issued to third parties by the staff of the SEC. These letters provide that the Exchange Notes issued in exchange for the Original Notes in the Exchange Offer may be offered for resale, resold, and otherwise transferred by a Holder of Exchange Notes, unless that person is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. The Exchange Notes must be acquired in the ordinary course of the Holder’s business and the Holder must not be engaging in, must not intend to engage in, and must not have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.

If I am a broker-dealer that will receive Exchange Notes for my own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, I acknowledge that I will deliver a prospectus in connection with any resale of the Exchange Notes. However, by this acknowledgment and by delivering a prospectus, I will not be deemed to admit that I am an “underwriter” within the meaning of the Securities Act.

Upon request, I will execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes I have tendered.

I understand that the Company will be deemed to have accepted validly tendered Original Notes when the Company gives notice of acceptance to the exchange agent and such acceptance will constitute performance in full by the Company of its obligations under the registration rights agreement, except in the limited circumstances defined in such agreement.

If, for any reason, any tendered Original Notes are not accepted for exchange in the Exchange Offer, certificates for those unaccepted Original Notes will be returned to me without charge at the address shown below or at a different address if one is listed under “Special Delivery Instructions.” Any unaccepted Original Notes which had been tendered by book-entry transfer will be credited to an account at DTC as soon as reasonably possible after the Expiration Date.

All authority granted or agreed to be granted by this Letter of Transmittal will survive my death, bankruptcy or incapacity, and every obligation under this Letter of Transmittal is binding upon my heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

I understand that tenders of Original Notes according to the procedures described in the Prospectus under the heading “The Exchange Offer—Procedures for Tendering Original Notes” and in the instructions included in this Letter of Transmittal constitute a binding agreement between myself and the Company subject to the terms and conditions of the Exchange Offer.

Unless I have described other instructions in this Letter of Transmittal under the section “Special Issuance Instructions,” please issue the certificates representing Exchange Notes issued and accepted in exchange for my tendered and accepted Original Notes in my name, and issue any replacement certificates for Original Notes not tendered or not accepted for exchange in my name. Similarly, unless I have instructed otherwise under the section “Special Delivery Instructions,” please send the certificates representing the Exchange Notes issued in exchange for tendered and accepted Original Notes and any certificates for Original Notes that were not tendered or not accepted for exchange, as well as any accompanying documents, to me at the address shown below my signature. If the “Special Issuance Instructions” and the “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for my tendered and accepted Original Notes in the name(s) of, and/or return any Original Notes that were not tendered or accepted for exchange and send such certificates to, the person(s) so indicated. I understand that if the Company does not accept any of the tendered Original Notes for exchange, the Company has no obligation to transfer any Original Notes from the name of the registered Holder(s) according to my instructions in the “Special Issuance Instructions” and “Special Delivery Instructions” sections of this document.

THE UNDERSIGNED BY COMPLETING THE BOX ENTITLED DESCRIPTION OF ORIGINAL NOTES ABOVE AND SIGNING THIS LETTER WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

PLEASE SIGN HERE WHETHER OR NOT

ORIGINAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY

	(Date)
Signature(s) of Registered Holder(s) or Authorized Signatory	(Date)

Area Code and Telephone Number(s): 

Tax Identification or Social Security Number(s): 

The above lines must be signed by the registered Holder(s) of Original Notes as their name(s) appear(s) on the certificate for the Original Notes or by person(s) authorized to become registered Holders(s) by a properly completed bond power from the registered Holder(s). A copy of the completed bond power must be delivered with this Letter of Transmittal. If any Original Notes tendered through this Letter of Transmittal are held of record by two or more joint Holders, then all such Holders must sign this Letter of Transmittal. If the signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (1) state his or her full title below and (2) unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority to act on behalf of the Holder. See Instruction 4 for more information about completing this Letter of Transmittal.

Name(s): 

Capacity: 

Address: 

(Include Zip Code)

Signature(s) Guaranteed by an Eligible Institution, if required by Instruction 4:

(Title)

(Name of Firm)

Dated                     ,             

PAYER’S NAME: U.S. Bank National Association

PAYEE’S NAME:

PAYEE’S ADDRESS:

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN) and Certification	Part I: Taxpayer Identification Number Social Security Number OR Employer Identification Number (If awaiting TIN write “Applied For” and complete Parts III and IV) Check appropriate box: ¨ Individual/Sole Proprietor ¨ C Corporation ¨ S Corporation ¨ Partnership ¨ Trust/estate ¨ Limited liability company: Enter tax classification (C = corporation, P = partnership) Ø                                                               ¨ Other (specify)	Part II: For Payees exempt from Backup Withholding For Payees Exempt from backup withholding, see the Guidelines below and complete as instructed therein. Exempt
	Part III:—Certification— Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and (2)    I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3)    I am a U.S. citizen or other U.S. person (including a U.S. resident alien); a partnership, corporation, company or association created or organized in the United States or under the laws of the United States; an estate (other than a foreign estate); or a domestic trust (as defined in Treasury regulations section 301.7701-7).

Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).

Signature of U.S. Person

Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PERCENTAGE (CURRENTLY 28%) OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER AND WITH RESPECT TO THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR” IN THE APPROPRIATE LINE IN PART I OF SUBSTITUTE FORM W-9

PART IV: CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a TIN has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, a percentage (currently 28%) of all reportable payments made to me pursuant to the Exchange Offer and with respect to the Exchange Notes will be withheld.

Signature

Date

INSTRUCTIONS

PART OF THE TERMS AND CONDITIONS OF THE

EXCHANGE OFFER

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES. The tendered Original Notes or a confirmation of book-entry delivery, as well as a properly completed and executed copy or facsimile of this Letter of Transmittal or an agent’s message through ATOP and any other required documents, must be received by the exchange agent at its address listed on the cover of this document before 5:00 p.m., New York City time, on the Expiration Date. YOU ARE RESPONSIBLE FOR THE DELIVERY OF THE ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED BELOW, THE DELIVERY OF THESE DOCUMENTS WILL BE CONSIDERED TO HAVE BEEN MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. WHILE THE METHOD OF DELIVERY IS AT YOUR RISK AND CHOICE, THE COMPANY RECOMMENDS THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE RATHER THAN REGULAR MAIL. YOU SHOULD SEND YOUR DOCUMENTS WELL BEFORE THE EXPIRATION DATE TO ENSURE RECEIPT BY THE EXCHANGE AGENT. YOU MAY REQUEST THAT YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE DELIVER YOUR ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. DO NOT SEND YOUR ORIGINAL NOTES TO THE COMPANY.

THE COMPANY WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS. EACH TENDERING HOLDER, BY EXECUTION OF A LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT’S MESSAGE IN LIEU THEREOF), WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

If you wish to tender your Original Notes, but:

(a) your Original Notes are not immediately available;

(b) you cannot deliver your Original Notes, this Letter of Transmittal and all required documents to the exchange agent before the Expiration Date; or

(c) you are unable to complete the book-entry tender procedure before the Expiration Date,

you must tender your Original Notes according to the guaranteed delivery procedure. A summary of this procedure follows, but you should read the section in the Prospectus titled “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery Procedures” for more complete information. As used in this Letter of Transmittal, an “Eligible Institution” is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing under a recognized medallion program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”) and the New York Stock Exchange Medallion Signature Program (“MSP”), or any other “Eligible Guarantor Institution” as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 (each of the foregoing, an “Eligible Institution”).

For a tender made through the guaranteed delivery procedure to be valid, the exchange agent must receive a properly completed and executed Notice of Guaranteed Delivery or a facsimile of that notice before 5:00 p.m., New York City time, on the Expiration Date. The Notice of Guaranteed Delivery must be delivered by an Eligible Institution and must:

(a) state your name and address;

(b) list the certificate numbers and principal amounts of the Original Notes being tendered;

(c) state that tender of your Original Notes is being made through the Notice of Guaranteed Delivery; and

(d) guarantee that this Letter of Transmittal, or a facsimile of it, the certificates representing the Original Notes, or a confirmation of DTC book-entry transfer, and all other required documents will be deposited with the exchange agent by the Eligible Institution within three NASDAQ Stock Market trading days after the Expiration Date.

The exchange agent must receive your certificates for Original Notes, or a confirmation of DTC book entry, in proper form for transfer, this Letter of Transmittal and all required documents within three NASDAQ Stock Market trading days after the Expiration Date or your tender will be invalid and may not be accepted for exchange.

The Company has the sole right to decide any questions about the validity, form, eligibility, time of receipt, acceptance or withdrawal of tendered Original Notes, and its decision will be final and binding. The Company’s interpretation of the terms and conditions of the Exchange Offer, including the instructions contained in this Letter of Transmittal and in the Prospectus, will be final and binding on all parties.

The Company has the absolute right to reject any or all of the tendered Original Notes if:

(1) the Original Notes are not properly tendered; or

(2) in the opinion of counsel, the acceptance of those Original Notes would be unlawful.

The Company may also decide to waive any conditions of the Exchange Offer or any defects or irregularities of tenders of Original Notes and accept such Original Notes for exchange whether or not similar defects or irregularities are waived in the case of other Holders. Any defect or irregularity in the tender of Original Notes that is not waived by the Company must be cured within the period of time set by the Company.

It is your responsibility to identify and cure any defect or irregularity in the tender of your Original Notes. Your tender of Original Notes will not be considered to have been made until any defect or irregularity is cured or waived. Neither the Company, the exchange agent nor any other person is required to notify you that your tender was defective or irregular, and no one will be liable for any failure to notify you of such a defect or irregularity in your tender of Original Notes. As soon as reasonably possible after the Expiration Date, the exchange agent will return to the Holder tendering any Original Notes that were invalidly tendered if the defect or irregularity has not been cured or waived.

2. TENDER BY HOLDER. You must be a Holder of Original Notes in order to participate in the Exchange Offer. If you are a beneficial holder of Original Notes who wishes to tender, but you are not the registered Holder, you must arrange with the registered Holder to execute and deliver this Letter of Transmittal on his, her or its behalf. Before completing and executing this Letter of Transmittal and delivering the registered Holder’s Original Notes, you must either make appropriate arrangements to register ownership of the Original Notes in your name or obtain a properly executed bond power from the registered Holder. The transfer of registered ownership of Original Notes may take a long period of time.

3. PARTIAL TENDERS. Tenders of Original Notes pursuant to the Exchange Offer will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000. If you are tendering less than the entire principal amount of Original Notes represented by a certificate, you should fill in the principal amount you are tendering in the third column of the box entitled “Description of the Original Notes.” The entire principal amount of Original Notes listed on the certificate delivered to the exchange agent will be deemed to have been tendered unless you fill in the appropriate box. If the entire principal amount of all Original Notes is not tendered, a certificate will be issued for the principal amount of those untendered Original Notes.

Unless a different address is provided in the appropriate box on this Letter of Transmittal, certificate(s) representing Exchange Notes issued in exchange for any tendered and accepted Original Notes will be sent to the registered Holder at his or her registered address promptly after the Original Notes are accepted for exchange. In the case of Original Notes tendered by book-entry transfer, any untendered Original Notes and any Exchange Notes issued in exchange for tendered and accepted Original Notes will be credited to accounts at DTC.

4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

• If you are the registered Holder of the Original Notes tendered with this document and are signing this Letter of Transmittal, your signature must match exactly the name(s) written on the face of the Original Notes. There can be no alteration, enlargement or change in your signature in any manner. If certificates representing the Exchange Notes, or certificates issued to replace any Original Notes you have not tendered, are to be issued to you as the registered Holder, do not endorse any tendered Original Notes, and do not provide a separate bond power.

• If you are not the registered Holder, or if any Exchange Note or any replacement Original Note certificates will be issued to someone other than you, you must either properly endorse the Original Notes you have tendered or deliver with this Letter of Transmittal a properly completed separate bond power. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

• If you are signing this Letter of Transmittal but are not the registered Holder(s) of any Original Notes listed on this document under the heading “Description of the Original Notes,” the Original Notes tendered must be endorsed or accompanied by appropriate bond powers, in each case signed in the name of the registered Holder(s) exactly as it appears on the Original Notes. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

• If this Letter of Transmittal, any Original Notes tendered or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, that person must indicate their title or capacity when signing. Unless waived by the Company, evidence satisfactory to the Company of that person’s authority to act must be submitted with this Letter of Transmittal. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

• All signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless one of the following situations apply:

• If this Letter of Transmittal is signed by the registered Holder(s) of the Original Notes tendered with this Letter of Transmittal and such Holder(s) has not completed the box titled “Special Issuance Instructions” or the box titled “Special Delivery Instructions;” or

• If the Original Notes are tendered for the account of an Eligible Institution.

5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If different from the name and address of the person signing this Letter of Transmittal, you should indicate, in the applicable box or boxes, the name and address where Original Notes issued in replacement for any untendered or tendered but unaccepted Original Notes should be issued or sent. If replacement Original Notes are to be issued in a different name, you must indicate the taxpayer identification or social security number of the person named.

6. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the exchange of Original Notes in the Exchange Offer. However, transfer taxes will be payable by you (or by the tendering Holder if you are signing this letter on behalf of a tendering Holder) if:

• certificates representing Exchange Notes or notes issued to replace any Original Notes not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, a person other than the registered Holder;

• tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal; or

• a transfer tax is imposed for any reason other than the exchange of Original Notes according to the Exchange Offer. If satisfactory evidence of the payment of those taxes or an exemption from payment is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to the tendering Holder. Until those transfer taxes are paid, the Company will not be required to deliver any Exchange Notes required to be delivered to, or at the direction of, such tendering Holder.

Except as provided in this Instruction 6, it is not necessary for transfer tax stamps to be attached to the Original Notes listed in this Letter of Transmittal.

7. FORM W-9. You must provide the exchange agent with a correct Taxpayer Identification Number (“TIN”) for the Holder on the enclosed Form W-9. If the Holder is an individual, the TIN is his or her social security number. If you do not provide the required information on the Form W-9, you may be subject to backup withholding (currently at a 28% rate) on certain payments made to the Holders of Exchange Notes. Certain Holders, such as corporations and certain foreign individuals, are not subject to these backup withholding and reporting requirements. For additional information, please read the enclosed Guidelines for Certification of TIN on Substitute Form W-9. To prove to the exchange agent that a foreign individual qualifies as an exempt Holder, the foreign individual must submit a Form W-8, signed under penalties of perjury, certifying as to that individual’s exempt status. You can obtain a Form W-8 from the exchange agent.

8. WAIVER OF CONDITIONS. The Company may choose, at any time and for any reason, to waive or, subject to certain requirements, amend or modify certain of the conditions to the Exchange Offer. The conditions applicable to tenders of Original Notes in the Exchange Offer are described in the Prospectus under the heading “The Exchange Offer—Procedures for Tendering Original Notes.”

9. WITHDRAWAL RIGHTS. Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at its address set forth in the accompanying letter of transmittal not later than the Expiration Date. Any notice of withdrawal must specify the person named in the Letter of Transmittal as having tendered Original Notes to be withdrawn, the principal amount of Original Notes to be withdrawn, that the Holder is withdrawing its election to have such Original Notes exchanged and the name of the Holder of the Original Notes, and must be signed by the Holder in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the ownership of the Original Notes being withdrawn. Properly withdrawn Original Notes may be retendered by following one of the procedures described under “The Exchange Offer—Procedures for Tendering Original Notes” in the Prospectus at any time on or prior to the Expiration Date. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original Notes and otherwise comply with the procedures of DTC. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and will be final and binding on all parties.

Any Original Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Original Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering Holder of such notes without cost to such Holder, in the case of physically tendered Original Notes, or credited to an account maintained with DTC for the Original Notes promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Original Notes may be retendered by following the procedures described under the heading “The Exchange Offer—Procedures for Tendering Original Notes” in the Prospectus at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date with respect to such Original Notes.

Any Original Notes tendered by book-entry transfer into the exchange agent’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth under the heading “The Exchange Offer—Procedures for Tendering Original Notes—Book-Entry Transfer” in the Prospectus will be credited to an account maintained with the Book-Entry Transfer Facility for the Original Notes as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

10. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES. If your Original Notes have been mutilated, lost, stolen or destroyed, you should contact the exchange agent at the address listed on the cover page of this document for further instructions.

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. If you have questions, need assistance or would like to receive additional copies of the Prospectus or this Letter of Transmittal, you should contact the exchange agent at the address listed on the cover page of this document. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payer.

For this type of account:		Give NAME and SOCIAL SECURITY number (SSN) of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	(a)The usual revocable     savings trust (grantor is     also trustee)	The grantor—trustee(1)
	(b)So-called trust account     that is not a legal or valid     trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC not electing corporate status on Form 8832	The owner(3)

For this type of account:		Give NAME and EMPLOYER IDENTIFICATION number (EIN) of:
6.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (4)
7.	Corporation or LLC electing corporate status on Form 8832	The corporation
8.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
9.	Partnership or multi-member LLC not electing corporate status on Form 8832	The partnership
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as state or local government, school district, or prison) that receives agricultural program payments.	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s SSN.

(3) You must show your individual name, but you may also enter your business or “DBA” name. You may use either your SSN or EIN (if you have one).

(4) List first and circle the name of the legal trust, estate, or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

Section references are to the Internal Revenue Code of 1986, as amended.

Obtaining a Number. If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, from the local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number, from the Internal Revenue Service (the “IRS”) and apply for a number.

Payees Exempt from Backup Withholding. The following is a list of payees exempt from backup withholding. For interest and dividends, all listed payees are exempt except for those listed in item (9). For broker transactions, payees listed in (2) through (13) and C corporations are exempt. A person registered under the Investment Advisers Act of 1940 who regularly acts as a broker is also exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding or information reporting: medical and health care payments, attorneys’ fees and payments for services paid by a federal executive agency. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1) A corporation.

(2) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

(3) The United States or any of its agencies or instrumentalities.

(4) A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

(5) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(6) An international organization or any of its agencies or instrumentalities.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) A trust exempt from tax under section 664 or described in section 4947.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, PLACE A CHECKMARK ON THE LINE NEXT TO “EXEMPT” IN PART II, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Payments of interest generally not subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

• Payments described in section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

Privacy Act Notice. Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and

criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS also may disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal non-tax criminal laws and to combat terrorism. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold a percentage (currently 28%) of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR

TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

EX-99.2

EXHIBIT 99.2

CUMULUS MEDIA INC.

CUMULUS MEDIA HOLDINGS INC.

NOTICE OF GUARANTEED DELIVERY

Relating to the Offer to Exchange

Up to $610,000,000

Aggregate Principal Amount of Newly

Issued 7.75% Senior Notes due 2019

For

a Like Principal Amount of Outstanding

Restricted 7.75% Senior Notes due 2019

Issued in May 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     ,         , UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

This Notice of Guaranteed Delivery relates to the offer (the “Exchange Offer”) by Cumulus Media Holdings Inc. (the “Company”), a wholly-owned subsidiary of Cumulus Media Inc. (“Cumulus Media”), to exchange, upon the terms and subject to the conditions set forth in the Company’s prospectus, dated                     ,          (the “Prospectus”) and in the corresponding letter of transmittal (the “Letter of Transmittal”), its 7.75% Senior Notes due 2019 (the “Exchange Notes”), which will be issued in a transaction registered under the Securities Act of 1933 (the “Securities Act”), for any and all of the Company’s outstanding restricted 7.75% Senior Notes due 2019 (the “Original Notes”).

The Original Notes were issued pursuant to an indenture dated May 13, 2011 (as amended to date, the “Indenture”), among Cumulus Media, the subsidiary guarantors party thereto (including the Company) and U.S. Bank National Association, as trustee (the “Trustee”). Pursuant to a supplemental indenture dated September 16, 2011, among Cumulus Media, the Company, the subsidiary guarantors party thereto and the Trustee, the Company was substituted for Cumulus Media as the issuer and assumed all of Cumulus Media’s obligations under the Indenture and the Original Notes.

If the Original Notes, the Letter of Transmittal or any other required documents cannot be delivered to the exchange agent, or the procedure for book-entry transfer cannot be completed, prior to 5:00 p.m., New York City time, on the Expiration Date, then this form may be delivered by hand or (in the case of an Eligible Institution) transmitted by facsimile transmission, overnight courier or mailed to the exchange agent as indicated below.

Deliver to:

U.S. BANK NATIONAL ASSOCIATION, AS

EXCHANGE AGENT

By Registered Certified or Regular Mail or Overnight Courier or Hand Delivery:

U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS2N

St. Paul, Minnesota 55107

Attn: Specialized Finance

By Facsimile Transmission:

(651) 495-8158

By Telephone:

(800) 934-6802

Originals of all documents sent by facsimile should be promptly sent to the exchange agent by mail, by hand or by overnight delivery service.

DELIVERY OF THIS NOTICE TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal to be used to tender Original Notes is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, Original Notes pursuant to guaranteed delivery procedures set forth in Instruction 1 of the Letter of Transmittal. The undersigned guarantees that within three NASDAQ Stock Market trading days after the Expiration Date, the Original Notes, in proper form for transfer, or book-entry confirmation, as the case may be, will be delivered together with a properly completed and duly executed Letter of Transmittal and any other required documents.

The undersigned understands that tenders of Original Notes will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000 in excess thereof. The undersigned understands that tenders of Original Notes pursuant to the Exchange Offer may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal Rights” section of the Prospectus.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.

Complete this section if you are tendering Original Notes:

Certificate No(s). for Original Notes (if available):	Principal Amount of Original Notes Represented by Certificates:
Principal Amount of Original Notes Tendered:	Signature(s):
Dated:	If your Original Notes will be delivered by book-entry transfer at The Depository Trust Company, Depository Account No.:

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Original Notes exactly as its (their) name(s) appears on certificates of Original Notes or on a security position listing as the owner of Original Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es)

Name(s): 

Capacity: 

Address(es): 

Area Code and Telephone No.: 

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), hereby:

(a) represents that the above named person(s) own(s) the Original Notes to be tendered; and

(b) guarantees that delivery to the exchange agent of certificates for the Original Notes to be tendered, in proper form for transfer (or confirmation of the book-entry transfer of such Original Notes into the exchange agent’s account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus), with delivery of a properly completed and duly executed (or manually signed facsimile) Letter of Transmittal with any required signatures and any other required documents, will be received by the exchange agent at its address set forth above within three NASDAQ Stock Market trading days after the Expiration Date.

I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND ORIGINAL NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.

Name of Firm	Authorized Signature
Address	Title
	Name:
Zip Code	(Please Type or Print)
Area Code and Telephone No.:	Dated:

NOTE:  DO NOT SEND ORIGINAL NOTES WITH THIS FORM; ORIGINAL NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE NASDAQ STOCK MARKET TRADING DAYS AFTER THE EXPIRATION DATE.

INSTRUCTIONS TO NOTICE OF GUARANTEED DELIVERY

1. DELIVERY OF NOTICE OF GUARANTEED DELIVERY. If a Holder (as defined in the Letter of Transmittal) of Original Notes wishes to participate in the Exchange Offer but the Original Notes, the Letter of Transmittal or any other required documents cannot be delivered to the exchange agent, or the procedure for book-entry transfer cannot be completed, prior to 5:00 p.m., New York City time, on the Expiration Date, then a properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the exchange agent is at the election and risk of the Holder and the delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, it is recommended that the mailing be completed by registered or certified mail, properly insured, with return receipt requested, and made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. For a description of the guaranteed delivery procedure, see Instruction 1 to the Letter of Transmittal.

2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Original Notes, the signature must correspond exactly with the name shown on the security position listing as the owner of the Original Notes.

If this Notice of Guaranteed Delivery is signed by a person other than a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed in the name of the participant(s) shown on the Book-Entry Transfer Facility’s security position listing. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must so indicate when signing. Unless waived by the Company, evidence satisfactory to the Company of that person’s authority to act must be submitted with this Notice of Guaranteed Delivery.

3. CAPITALIZED TERMS. Capitalized terms used, but not defined, in this Notice of Guaranteed Delivery have the meanings assigned to them in the Prospectus.

4. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the exchange agent at its address set forth on the front of this Notice of Guaranteed Delivery. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

EX-99.3

EXHIBIT 99.3

CUMULUS MEDIA INC.

CUMULUS MEDIA HOLDINGS INC.

LETTER TO

DEPOSITORY TRUST COMPANY PARTICIPANTS

Relating to the Offer to Exchange

Up to $610,000,000

Aggregate Principal Amount of Newly

Issued 7.75% Senior Notes due 2019

For

a Like Principal Amount of Outstanding

Restricted 7.75% Senior Notes due 2019

Issued in May 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     ,         , UNLESS EXTENDED (THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

To Depository Trust Company Participants:

We are enclosing herewith the material listed below relating to the offer by Cumulus Media Holdings Inc. (the “Company”), a wholly-owned subsidiary of Cumulus Media Inc. (“Cumulus Media”), to exchange, upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal enclosed herewith (which together constitute the “Exchange Offer”), its 7.75% Senior Notes due 2019 (the “Exchange Notes”), which will be issued in a transaction registered under the Securities Act of 1933 (the “Securities Act”), for any and all of the Company’s outstanding restricted 7.75% Senior Notes due 2019 (the “Original Notes”).

The Original Notes were issued pursuant to an indenture dated May 13, 2011 (as amended to date, the “Indenture”), among Cumulus Media, the subsidiary guarantors party thereto (including the Company) and U.S. Bank National Association, as trustee (the “Trustee”). Pursuant to a supplemental indenture dated September 16, 2011, among Cumulus Media, the Company, the subsidiary guarantors party thereto and the Trustee, the Company was substituted for Cumulus Media as the issuer and assumed all of Cumulus Media’s obligations under the Indenture and the Original Notes.

Enclosed are copies of the following documents:

1. Prospectus, dated                     ,         ;

2. Letter of Transmittal;

3. Notice of Guaranteed Delivery; and

4. Letter to Clients that may be sent to your clients for whose account you hold Original Notes in your name or in the name of your nominee, with space provided for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date unless extended.

The Exchange Offer is not conditioned upon any minimum number of Original Notes being tendered.

Pursuant to the letter of transmittal, each holder of Original Notes will represent to the Company that:

(i) any Exchange Notes that the holder will acquire in exchange for Original Notes will be acquired in the ordinary course of business of the holder;

(ii) the holder has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to the holder;

(iii) the holder is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if the holder is an affiliate of the Company or its subsidiaries, the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

(iv) the holder is not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for the holder’s own account; and

(v) the holder is not restricted by any law or policy of the U.S. Securities and Exchange Commission from trading the Exchange Notes acquired in the Exchange Offer.

If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities, it will represent that the Original Notes were acquired as a result of market-making activities or other trading activities, and it will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes, the broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The enclosed Letter to Clients contains an authorization by the beneficial owners of the Original Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Original Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Original Notes to it, except as otherwise provided in Instruction 6 of the enclosed letter of transmittal.

Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

CUMULUS MEDIA HOLDINGS INC.

EX-99.4

EXHIBIT 99.4

CUMULUS MEDIA INC.

CUMULUS MEDIA HOLDINGS INC.

OFFER TO EXCHANGE

Up to $610,000,000

Aggregate Principal Amount of Newly

Issued 7.75% Senior Notes due 2019

For

a Like Principal Amount of Outstanding

Restricted 7.75% Senior Notes due 2019

Issued in May 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     ,         , UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

To Our Clients:

We are enclosing herewith a prospectus, dated                     ,         , of Cumulus Media Holdings Inc. (the “Company”), a wholly-owned subsidiary of Cumulus Media Inc. (“Cumulus Media”), and an accompanying letter of transmittal that together constitute the offer by the Company (the “Exchange Offer”) to exchange, upon the terms and subject to the conditions therein, its 7.75% Senior Notes due 2019 (the “Exchange Notes”), which will be issued in a transaction registered under the Securities Act of 1933 (the “Securities Act”), for any and all of the Company’s outstanding restricted 7.75% Senior Notes due 2019 (the “Original Notes”).

The Original Notes were issued pursuant to an indenture dated May 13, 2011 (as amended to date, the “Indenture”), among Cumulus Media, the subsidiary guarantors party thereto (including the Company) and U.S. Bank National Association, as trustee (the “Trustee”). Pursuant to a supplemental indenture dated September 16, 2011, among Cumulus Media, the Company, the subsidiary guarantors party thereto and the Trustee, the Company was substituted for Cumulus Media as the issuer and assumed all of Cumulus Media’s obligations under the Indenture and the Original Notes.

The Exchange Offer is not conditioned upon any minimum number of Original Notes being tendered.

We are the holder of record of Original Notes held by us for your account. A tender of such Original Notes can be made only by us as the record holder and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used by you to tender Original Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Original Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations contained in the letter of transmittal.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Original Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus under the heading “The Exchange Offer—Terms of the Exchange Offer—Conditions.”

3. Any transfer taxes incident to the transfer of Original Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

Pursuant to the letter of transmittal, each holder of Original Notes will represent to the Company that:

(i) any Exchange Notes that the holder will acquire in exchange for Original Notes will be acquired in the ordinary course of business of the holder;

(ii) the holder has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to the holder;

(iii) the holder is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if the holder is an affiliate of the Company or its subsidiaries, the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

(iv)the holder is not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for the holder’s own account; and

(v) the holder is not restricted by any law or policy of the U.S. Securities and Exchange Commission from trading the Exchange Notes acquired in the Exchange Offer.

If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities, it will represent that the Original Notes were acquired as a result of market-making activities or other trading activities, and it will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes, the broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Please return your instructions to us in the enclosed envelope within ample time to permit us to submit a tender on your behalf prior to the Expiration Date.

INSTRUCTION TO

BOOK-ENTRY TRANSFER PARTICIPANT

To Participant of DTC:

The undersigned hereby acknowledges receipt of the prospectus, dated                      ,          (the “Prospectus”) of Cumulus Media Holdings Inc. (the “Company”), a wholly-owned subsidiary of Cumulus Media Inc. (“Cumulus Media”), and the accompanying letter of transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”) to exchange, upon the terms and subject to the conditions therein, 7.75% Senior Notes due 2019 (the “Exchange Notes”) that will be issued in a transaction registered under the Securities Act of 1933 (the “Securities Act”) for any and all of the Company’s outstanding restricted 7.75% Senior Notes due 2019 (the “Original Notes”).

The Original Notes were issued pursuant to an indenture dated May 13, 2011 (as amended to date, the “Indenture”), among Cumulus Media, the subsidiary guarantors party thereto (including the Company) and U.S. Bank National Association, as trustee (the “Trustee”). Pursuant to a supplemental indenture dated September 16, 2011, among Cumulus Media, the Company, the subsidiary guarantors party thereto and the Trustee, the Company was substituted for Cumulus Media as the issuer and assumed all of Cumulus Media’s obligations under the Indenture and the Original Notes.

Capitalized terms used but not defined herein have the meanings assigned to them in the Prospectus.

This will instruct you, the DTC participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Original Notes held by you for the account of the undersigned.

The aggregate face amount of Original Notes held by you for the account of the undersigned is (fill in amount):

$                     of Original Notes.

With respect to the Exchange Offer, we hereby instruct you (check appropriate statement):

A. ¨ TO TENDER the following Original Notes held by you for our account (insert principal amount of Original Notes to be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof):

$                     of Original Notes, and not to tender other outstanding Original Notes, if any, held by you for our account;

OR

B. ¨ NOT TO TENDER any Original Notes held by you for our account.

If we instruct you to tender the Original Notes held by you for our account, it is understood that you are authorized to make, on behalf of us (and, by signing below, we hereby make to you), the representations contained in the Letter of Transmittal that are to be made with respect to us as a beneficial owner, including, but not limited to, the representations that:

(i) any Exchange Notes that we will acquire in exchange for Original Notes will be acquired in the ordinary course of our business;

(ii) we have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to us;

(iii) we are not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if the holder is an affiliate of the Company or its subsidiaries, the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

(iv) we are not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for our own account; and

(v) we are not restricted by any law or policy of the U.S. Securities and Exchange Commission from trading the Exchange Notes acquired in the exchange offer.

If we are a broker-dealer that will receive Exchange Notes for our own account in exchange for Original Notes, we represent that the Original Notes were acquired as a result of market-making activities or other trading activities, and we acknowledge that we will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. By acknowledging that we will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, we are not deemed to admit that we are an “underwriter” within the meaning of the Securities Act.

Name of beneficial owner(s): 

Signature(s): 

Name(s) (please print): 

Address: 

Telephone Number: 

Taxpayer Identification or Social Security Number: 

Date: