X0202 4 2006-06-29 0 0001058623 CUMULUS MEDIA INC CMLS 0000902135 BA CAPITAL CO LP 100 NORTH TRYON STREET 25TH FLOOR CHARLOTTE NC 28225 1 0 1 0 0001274969 BA SBIC MANAGEMENT LLC 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001276072 BA EQUITY MANAGEMENT LP 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001274970 BA EQUITY MANAGEMENT GP LLC 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001223043 HAIN J TRAVIS 100 NORTH TRYON STREET CHARLOTTE NC 28255 1 0 1 0 0001274971 BANC OF AMERICA CAPITAL INVESTORS SBIC LP 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001334779 Banc of America Capital Management SBIC, LLC 100 NORTH TRYON STREET 25TH FLOOR CHARLOTTE NC 28255 1 0 1 0 0001272320 BANC OF AMERICA CAPITAL MANAGEMENT LP 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH CHERLOTTE NC 28255 1 0 1 0 0001272321 BACM I GP LLC 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH CHERLOTTE NC 28255 1 0 1 0 Class A Common Stock 840250 D Stock Purchase Agreement (sale of Class B Common Stock) 11.5 2006-06-29 4 J 0 5000000 0 A 2006-06-29 2006-08-15 Class A Common Stock 5000000 0 D Class B Common Stock 2006-06-29 4 D 0 5000000 11.5 A Class A Common Stock 5000000 6630759 D Following the sale of Class B common stock (the "Class B Common Stock") of Cumulus Media Inc. ("Cumulus") under the Purchase Agreement (defined below), BACC holds 840,250 shares of Class A Common Stock and 849,275 shares of Class B Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital Company, L.P., (b) BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, (c) BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., and (d) J. Travis Hain, the managing member of BA Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities. On May 10, 2006, Cumulus announced a modified "Dutch auction" tender offer (the "Tender Offer") in which Cumulus offered to purchase up to 11.5 million shares of its Class A common stock (the "Class A Common Stock") at a price not less than $11.00 nor greater than $12.50 per share. On May 9, 2006, Cumulus, Banc of America Capital Investors SBIC, L.P. ("BACI") and BACC (and, together with BACI, "the Sellers") entered into a Stock Purchase Agreement (the "Purchase Agreement"), under which, subject to the terms and conditions therein, the Sellers agreed to sell to Cumulus and Cumulus agreed to purchase from the Sellers 5,000,000 shares of Class B Common Stock for the price per share equal to the price paid in the Tender Offer. Closing under the Purchase Agreement took place on June 29, 2006. At closing, BACC and BACI respectively sold 1,130,721 and 3,869,279 shares of Class B Common Stock for a purchase price of $11.50 per share. The Purchase Agreement permitted either the Sellers or Cumulus to terminate the agreement if the Tender Offer had not closed by August 15, 2006. Following the sale of Class B Common Stock under the Purchase Agreement, BACI holds 5,781,484 shares of Class B Common Stock. These securities may be deemed to be beneficially owned by (a) Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P., (b) Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, (c) BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., and (d) Mr. Hain, the managing member of BACM I GP, LLC. Mr. Hain disclaims beneficial ownership of all such securities. The Class B Common Stock does not have an expiration date and is exercisable immediately for Class A Common Stock on a 1-for-1 basis at the election of the holder for no additional consideration. BA Capital Company, L.P. ("BACC") may be considered a director by deputization as a result of its right to designate a member of the Issuer's board of directors. /s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP, the sole member of BA SBIC Management, LLC, the general partner of BA Capital Company, L.P. 2006-06-29 /s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP, the sole member of BA SBIC Management, LLC 2006-06-29 /s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP 2006-06-29 /s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC 2006-06-29 /s/ J. Travis Hain 2006-06-29 /s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P. 2006-06-29 /s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC 2006-06-29 /s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P. 2006-06-29 /s/ J. Travis Hain, Managing Member of BACM I GP, LLC 2006-06-29