Federal Communications Commission DA 11-1546 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of ) ) Existing Shareholders of Cumulus ) BTC-20110330ALU, et al., Media, Inc. (Transferors) ) BTCH-20110331AIF, et al., and ) BTCH-20110331 AJF, et al., Existing Shareholders of Citadel ) BTCH-20110331AJN Broadcasting Corporation (Transferors) ) BTC-20110331AJO and ) BTCFT-20110331AKE, et al., New Shareholders of Cumulus Media, Inc. ) BTC-20110330ADE, et al., (Transferees) ) BTC-20110330ALJ, et al., ) BTCH-20110330ALM, et al., For Consent to Transfers of Control ) BTCH-20110330ALO, et al., ) BTCH-20110330AYC ) BTC-20110330AYD ) BTC-20110330AYF, et al., ) BTC-20110331AAA, et al., ) BTC-20110331AEV, ) BTC-20110331AEU ) BTC-20110331AEW ) BTCH-20110331AEX ) BTC-20110331AHZ, et al., ) BTCFT-20110510ADO, et al., ) Existing Shareholders of Cumulus ) BALH-20110331AID, et al., Media, Inc. ) BAL-20110331AJP, et al., (Assignors) ) BALH-20110331AJZ and ) BAL-20110331AKA Existing Shareholders of Citadel ) Broadcasting Corporation ) (Assignors) ) and ) Volt Radio, LLC, as Trustee ) (Assignee) ) ) For Consent to Assignment of Licenses ) MEMORANDUM OPINION AND ORDER Adopted: September 14, 2011 Released: September 14, 2011 By the Chief, Media Bureau: Federal Communications Commission DA 11-1546 2 I. INTRODUCTION 1. The Media Bureau (“Bureau”) has under consideration the captioned transfer and assignment applications (the “Applications”), as amended,1 in connection with a proposed transaction whereby a wholly-owned subsidiary of Cumulus Media, Inc. (“CMI”) will acquire control of Citadel Broadcasting Corporation (“Citadel”).2 The Applications contemplate a transfer of control of 228 radio stations currently licensed to the Citadel Subsidiaries to CMI. Pursuant to the Agreement and Plan of Merger (“Merger Agreement”) between the parties, Citadel will become a wholly-owned subsidiary of CMI.3 In addition, because of the proposed distribution of CMI stock to current Citadel stockholders and to new investors in CMI as described below – i.e., Crestview Radio Investors, LLC (“Crestview”), investors acquiring stock through MIHI, LLC (“MIHI”),4 and investors acquiring stock through UBS Securities, LLC (“UBS”)5 – the new stockholders will acquire control of CMI from its current owners. 1 By Public Notice dated April 14, 2011, the Bureau announced permit-but-disclose ex parte status for the applications. Citadel Broadcasting Corporation and Cumulus Media, Inc. Seek Approval to Transfer Control of and Assign FCC Authorizations and Licenses, Public Notice, 26 FCC Rcd 5916 (MB 2011). A list of the stations that are the subject of the proposed assignments and transfers and, for each, its call sign, community of license, facility ID number and assignment or transfer application file number is attached as an Appendix hereto. 2 Specifically, the following licensees are subject to the proposed transfer of control: Radio License Holding CBC, LLC; Radio Licensing Holding I, LLC; Radio Licensing Holding II, LLC; Radio License Holding III, Inc.; Radio License Holding IV, LLC; Radio License Holding V, LLC; Radio License Holding VI, LLC; Radio License Holding VII, LLC; Radio License Holding VIII, LLC; Radio License Holding IX, LLC; Radio License Holding X, LLC; Radio License Holding XI, LLC; and Radio License Holding XII, LLC, all indirect subsidiaries of Citadel (the “Citadel Subsidiaries”); Cumulus Licensing, LLC (“CLL”), an indirect subsidiary of CMI; Susquehanna Radio Corp.; CMP KC Licensing, LLC; KPLX LICO, Inc.; and KLIF LICO, Inc., all indirect subsidiaries of Cumulus Media Partners, LLC (“CMP”). CMP is a private partnership created in 2005 by CMI and Blackstone FC Communications Partners, L.P. (“BFCCP”), Blackstone Communications, FCC L.L.C., Blackstone FC, Capital Partners IV L.P., Blackstone FC Capital Partners IV-A L.P., Blackstone Family FCC L.L.C., and Blackstone Participation FCC L.L.C. (collectively, “Blackstone”), Bain Capital Partners, LLC (“Bain”), and Thomas H. Lee Partners, L.P. (“Lee”). CMP and its indirect subsidiaries, pursuant to prior staff grant of six pro forma applications, became wholly-owned subsidiaries of CMI on August 2, 2011, the date of consummation (the “CMI Subsidiaries”). See File Nos. BTCH-20110214AEZ et seq., BTCH- 20110214AFX et seq., BTCH-20110214AGC, BTC-20110214AGD, BTCH-20110214AGE et seq., (granted on February 23, 2011) and BTCFT-20110215ADP & ADQ (granted on April 21, 2011. See Letter to David M. Silverman, Esq., and Andrew S. Kersting, Esq., Reference 1800B3-BSH (MB Apr. 21, 2011)). 3 Two other entities, Cumulus Media Holdings, Inc. (“CMHI,” fka Cadet Holding Corporation), a wholly- owned subsidiary of CMI, and Cadet Merger Corporation (“Cadet”), a wholly-owned subsidiary of CMHI, created for the purpose of effectuating the merger, are parties to the Merger Agreement. See “Agreement and Plan of Merger,” at p.1 and at Section 6.12; see also, e.g., File No. BTC-20110330ALU, as amended on July 21, 2011, at Section II, Question 4, Exhibit 6 p.1. As described below, the transfer of control of the Citadel Subsidiaries will be effectuated by the merger of Cadet with and into Citadel. Once this occurs, the separate corporate existence of Cadet will cease, and Citadel will continue as the surviving licensee corporation. Citadel will thus become a wholly-owned subsidiary of CMHI, which in turn, will continue to be a wholly-owned subsidiary of CMI. 4 As described below, MIHI will be entitled to syndicate CMI Class A Common Stock to third parties (the “Macquarie Investors”). See, e.g., File No. BTC-20110330ALU, as amended on July 21, 2011, at Section II, Question 4, Exhibit 6, pp. 2-3. 5 UBS will also be entitled to syndicate to third parties (the “UBS Investors”). See id. Federal Communications Commission DA 11-1546 3 2. Because the proposed transaction involves a greater-than-50% change in the stock ownership of CMI and a transfer of control of CMI’s 339 radio stations and Citadel’s 228 radio stations, the parties have sought Commission approval of a substantial change in ownership, requiring “long-form” applications pursuant to Section 309(c)(2)(B) of the Communications Act of 1934, as amended (the “Act”), and Section 73.3540 of the Commission’s Rules (the “Rules”).6 Radio market overlaps in the holdings of the two companies will require that six radio stations be divested to comply with the Commission’s radio ownership rule.7 In addition, the proposed transfer of control of CMI and Citadel to the new stockholders of CMI will terminate the licensees’ ability to maintain certain grandfathered ownership interests in another eight radio stations in seven markets that do not comply with that rule. To resolve these issues, the captioned applications include applications for consent to the proposed assignment of a total of 14 radio station licenses to a divestiture trust for sale to an independent third-party or third-parties (the “Trust Applications”).8 Volt Radio, LLC (“Volt”) is Trustee of the RLH Divestiture Trust, and its sole member is Scott Knoblauch. Citadel and CMI would hold no interest in this trust, which is insulated from their control in accordance with the Commission’s insulation criteria. The Applications are the subject of Comments which do not oppose the proposed merger.9 3. In addition to Commission review, the proposed transaction is subject to review by the U.S. Department of Justice (“DOJ”) in cooperation with the Federal Trade Commission under the federal antitrust laws.10 On September 8, 2011, DOJ filed a Complaint and related filings that are in the nature of a consent decree (collectively, “Consent Decree”) with the U.S. District Court for the District of Columbia.11 Based on the Consent Decree and effective as of September 12, 2011, the Federal Trade Commission announced early termination of the antitrust review of the proposed transaction.12 As set forth in the Consent Decree, DOJ stated that it would not oppose the merger of CMI and Citadel if the companies divested three stations -- WCAT-FM, Carlisle, Pennsylvania; WWKL(FM), Palmyra, Pennsylvania; and WRSR(FM), Owosso, 6 47 U.S.C. § 309(c)(2)(B); 47 C.F.R. § 73.3540. 7 47 C.F.R. § 73.3555(a)(1). See 2002 Biennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Report and Order, 18 FCC Rcd 13620 (2003) (“2002 Biennial Regulatory Review”), aff’d in part and remanded in part, Prometheus Radio Project. v. FCC, 373 F.3d 372 (3d Cir. 2004) (“Prometheus”), cert. denied, 125 S. Ct. 2902, 2903, 2904 (2005). See also Prometheus Radio Project. v. FCC, No. 03-3388 (3d Cir. Sept. 3, 2004) (“Prometheus Rehearing Order”) (lifting stay with respect to new local radio ownership rule) and Prometheus Radio Project. v. FCC, No. 08-3078 (3d Cir. Jul. 7, 2011) (affirming Commission’s 2008 local radio ownership rule) (“Prometheus 2011 Order”). The stations being divested due to radio market overlap are described in n. 42 infra. 8 See Shareholders of AMFM, Inc., Memorandum Opinion and Order, 15 FCC Rcd 16062, 16072-73 (2000) (outlining insulation criteria). 9 On May 13, 2011, Free Press filed Comments, to which CMI and Citadel each responded (“CMI Response” and “Citadel Response,” respectively) separately on May 23, 2011. 10 See 15 U.S.C. § 18. 11 (Proposed) Final Judgment, Complaint, Competition Impact Statement, and Preservation of Assets Stipulation and Order, United States v. Cumulus Media, Inc. and Citadel Broadcasting Corporation, No. 1: 11-cv-01619 (filed Sept. 8, 2011). We refer to the (Proposed) Final Judgment, Complaint, Competition Impact Statement, and Preservation of Assets Stipulation and Order collectively as the “Consent Decree” herein in order to have a clear and simple definition of the DOJ documents. 12 See http://www.ftc.gov/bc/earlyterm/index.html. Federal Communications Commission DA 11-1546 4 Michigan -- to an independent third party or parties. To that end, the Consent Decree requires the Applicants to file an application with the Commission to assign the license of one of those stations, WRSR(FM), to Potential Broadcasting, LLC (“Potential Broadcasting”), as Trustee of the PB Divestiture Trust. Edward N. Esserman is the sole member of Potential Broadcasting. Because, as described above, the Applicants have applied for the licenses of the other two stations (WCAT-FM and WWKL(FM)) to be assigned to Volt in order to comply with the Commission’s multiple ownership radio rule, for those stations, the Consent Decree requires that applications be filed to allow Volt to assign the licenses to Potential Broadcasting. The Consent Decree also requires that Potential Broadcasting be permitted to provide programming to the stations pursuant to time brokerage agreements until the station licenses are assigned to it. 4. For the reasons stated below, we grant the Applications and the Trust Applications, subject to the condition that CLL, Susquehanna Radio Corp., CMP KC Licensing, LLC, and Radio License Holding CBC, LLC, divest the 14 radio station licenses specified in the Trust Applications to the insulated trust prior to or simultaneously with the consummation of the Applications. 5. Finally, we note that, prior to the consummation of the proposed transaction, it is possible that license renewal applications will need to be filed for certain stations that are the subject of this transaction in several jurisdictions. Commission policy permits the processing of multi-station, multi-market transfer of control applications that involve a subset of stations with pending renewal applications if: (1) there are no basic qualifications issues outstanding with respect to the transferor and transferee; and (2) the transferee explicitly agrees to stand in the shoes of the transferor in any renewal proceeding that is pending at the time of consummation of the transfer of control.13 The transferees have agreed to succeed to the transferors’ position with respect to any future renewal proceeding consistent with the procedures set forth in Shareholders of CBS Corporation.14 6. Additionally, two stations with currently pending license renewal applications, WJXY-FM, Conway, South Carolina, and WXJY(FM), Georgetown, South Carolina,15 are being assigned to Volt. In cases involving the assignment, as opposed to transfer, of a broadcast station’s license while the station’s license renewal is pending, the Commission has stated that, so long there is no question as to the assignor's basic qualifications, this situation is not analogous to those in which the Commission first resolves a challenge to the licensee's qualifications before acting on an application for assignment. Until determination of the future use of the WJXY-FM and WXJY(FM) frequencies, all that is assignable is the right to continue operation of those stations pending action upon their license renewal applications, but that much is assignable.16 13 See, e.g., Shareholders of CBS Corporation, Memorandum Opinion and Order on Reconsideration, 16 FCC Rcd 16072, 16072-73 (2001) (Commission will grant transfer of control applications during the pendency of renewal applications so long as there are no basic qualification issues pending against either the transferor or the transferee that could not be resolved in the context of the transfer proceeding, and the transferee “explicitly assents to standing in the stead of the transferor in the renewal proceeding”). 14 See “Agreement and Plan of Merger,” at Section 6.1 ¶ (h). 15 File Nos. BRH-20110801APH and BRH-20110801APN, respectively. 16 See American Broadcasting Companies, Inc., Memorandum Opinion and Order, 7 FCC 2d 245, 261 (1966), citing Application of Stevens Broadcasting, Inc., and Fred P. D’Angelo, Memorandum Opinion and Order, 3 R.R. 2d 840, 843-844 (1964), aff’d on other grounds sub nom. Parr v. FCC, 344 F.2d 539 (D.C. Cir. 1965). Federal Communications Commission DA 11-1546 5 The applications currently are unopposed, although petitions to deny may be filed until November 1, 2011.17 In an amendment filed on August 31, 2011, the assignee of WJXY-FM and WXJY(FM), Susquehanna Radio Corp., explicitly agreed to succeed to the assignor’s position with respect to any pending or future renewal proceeding consistent with these procedures.18 II. PUBLIC INTEREST ANALYSIS 7. Section 310(d) of the Act provides that no station license shall be transferred or assigned until the Commission, upon application, determines that the public interest, convenience, and necessity will be served thereby.19 In making this assessment, the Commission must first determine whether the proposed transaction would comply with the specific provisions of the Act, other applicable statutes, and the Rules.20 If the transaction would not violate a statute or rule, the Commission considers whether it could result in public interest harms by substantially frustrating or impairing the objectives or implementation of the Act or related statutes.21 The Commission then employs a balancing process, weighing any potential public interest harms of the proposed transaction against any potential public interest benefits.22 The applicants bear the burden of proving, by a preponderance of the evidence, that the proposed transaction, on balance, would serve the public interest.23 If the Commission is unable to find that the proposed 17 See 47 C.F.R. § 73.3516(e). 18 See File No. BAL-20110331AKA, as amended on August 31, 2011, at Exhibit 12. 19 Section 310(d) requires that the Commission consider the applications as if the proposed transferee were applying for the licenses directly. 47 U.S.C. § 310(d). See SBC Communications Inc. and AT&T Corp. Applications for Approval of Transfer of Control, 20 FCC Rcd 18290, 18300 ¶ 16 (2005) (“SBC-AT&T Order”); Verizon Communications, Inc. and MCI, Inc. Applications for Approval of Transfer of Control, 20 FCC Rcd 18433, 18442-43 ¶ 16 (2005) (“Verizon-MCI Order”); Applications of Nextel Communications, Inc. and Sprint Corporation, 20 FCC Rcd 13967, 13976 ¶ 20 (2005) (“Sprint-Nextel Order”); General Motors Corporation and Hughes Electronics Corporation, Transferors, and The News Corporation Limited, Transferee, Memorandum Opinion and Order, 19 FCC Rcd 473, 483, ¶ 15 (2004) (“News Corp.- Hughes Order”); Application for Consent to Transfer of Control of Licenses from Comcast Corporation and AT&T Corp., Transferors, to AT&T Comcast Corporation, Transferee, Memorandum Opinion and Order, 17 FCC Rcd 23246, 23255, ¶ 26 (2002) (“Comcast-AT&T Order”). 20 See, e.g., SBC-AT&T Order, 20 FCC Rcd at 18300 ¶ 16; Verizon-MCI Order, 20 FCC Rcd at 18442-43 ¶ 16; Applications for Consent to the Assignment of Licenses Pursuant to Section 310(d) of the Communications Act from NextWave Personal Communications, Inc., Debtor-in-Possession, and NextWave Power Partners, Inc., Debtor-in-Possession, to Subsidiaries of Cingular Wireless LLC, 19 FCC Rcd 2570, 2580-81 ¶ 24 (2004); EchoStar Communications Corp., General Motors Corp. and Hughes Electronics Corp., and EchoStar Communications Corp., Hearing Designation Order, 17 FCC Rcd 20559, 20574 ¶ 25 (2002) (“EchoStar-DIRECTV HDO”). 21 See SBC-AT&T Order, 20 FCC Rcd at 18300 ¶ 16; Verizon-MCI Order, 20 FCC Rcd at 18443 ¶ 16; Sprint-Nextel Order, 20 FCC Rcd at 13976 ¶ 20. 22 See SBC-AT&T Order, 20 FCC Rcd at 18300 ¶ 16; Verizon-MCI Order, 20 FCC Rcd at 18443 ¶ 16; Sprint-Nextel Order, 20 FCC Rcd at 13976 ¶ 20; News Corp.-Hughes Order, 19 FCC Rcd at 483 ¶ 15; Comcast-AT&T Order, 17 FCC Rcd at 23255 ¶ 26. 23 See SBC-AT&T Order, 20 FCC Rcd at 18300 ¶ 16; Verizon-MCI Order, 20 FCC Rcd at 18443 ¶ 16; Comcast-AT&T Order, 17 FCC Rcd at 23255 ¶ 26; EchoStar-DIRECTV HDO, 17 FCC Rcd at 20574 ¶ 25. Federal Communications Commission DA 11-1546 6 transaction serves the public interest, or if the record presents a substantial and material question of fact, Section 309(e) of the Act requires that the applications be designated for hearing.24 8. CMI is a publicly-traded company in which Chief Executive Officer Lewis W. Dickey, Jr., Executive Vice President John W. Dickey, and their father Lewis W. Dickey, Sr., collectively hold approximately 50.6% of the outstanding voting power of CMI’s common stock. CMI is the second-largest radio broadcaster in the United States based on station count, controlling approximately 339 radio stations (92 AM, 247 FM) in 68 media markets. Historically, CMI states that its strategic focus has been on mid-sized markets throughout the United States, although 23 of these radio stations operate in the top-10 rated Arbitron markets.25 9. Citadel is also publicly-traded and the third-largest radio broadcasting company in the United States. No individual holder owns more than 4.99% of the outstanding common stock. As of December 31, 2010, Citadel owned and operated 228 radio stations (62 AM, 166 FM) located in over 50 media markets. Seventeen of these radio stations operate in the top-10 rated Arbitron markets.26 10. CMI and Citadel have entered into an agreement contemplating a merger transaction by which CMI would acquire Citadel’s radio stations in exchange for cash or stock27 (or a combination of both) to be distributed to Citadel’s current shareholders for each share of Citadel stock. After the merger and transfer of control, CMI will remain a publicly-traded company whose stock will be held as follows: (a) the current holders of CMI stock will control less than 50% of the CMI voting stock; and (b) the former holders of Citadel stock and warrants, Crestview, the Macquarie Investors, and the UBS Investors, collectively, will hold a sufficient number of shares to control more than 50% of the voting stock of CMI. The precise amount of CMI stock to be distributed to Crestview, the Macquarie and UBS Investors will be determined shortly before consummation of the proposed merger. 11. The proposed transaction will be accomplished as follows: The first step involves transferring the stock of the Citadel Subsidiaries from Citadel to the entity formed by the merger of Cadet, a wholly-owned subsidiary of CMHI, with and into Citadel. The second step involves the merger of the surviving Citadel into CMHI, a wholly-owned subsidiary of CMI. The third step involves the distribution of the stock of CMI not held by Citadel or CMI investors to new investors. In that third step, the new investors28 along with the former holders of Citadel 24 47 U.S.C. § 309(e); see also News Corp.-Hughes Order, 19 FCC Rcd at 483 n.49; EchoStar-DIRECTV HDO, 17 FCC Rcd at 20574 ¶ 25; see also, e.g., Existing Shareholders of Clear Channel Communications, Inc., Memorandum Opinion and Order, 23 FCC Rcd 1421, 1423 ¶ 3 (2008). 25 See CMI’s 2010 Annual Report, SEC Form 10-K, filed Mar. 14, 2011, at 3 and 34. 26 See Citadel’s 2010 Annual Report, SEC Form 10-K, filed Mar. 30, 2011, at 5. 27 The Class A Common Stock of CMI, which includes voting rights, is publicly-traded and is held by, among others, various investment companies, insurance companies, or other institutional investors. CMI states that to its knowledge, all of the institutional investors hold less than 20% of CMI’s Class A Common Stock, and none of them has any influence, either directly or indirectly, over the management or operation of CMI or the CMI Subsidiaries. All of the Class C Common Stock of CMI, which is not publicly traded, is held by Lewis W. Dickey, Jr. Each share of Class C Common Stock has 10 votes. See, e.g., File No. BTC-20110330ALU, as amended on July 21, 2011, at Section IV, Question 6, Exhibit 16, p. 6, n.1. 28 In addition to the holders of Citadel Common Stock and Citadel warrants, shares of CMI Class A Common Stock will be distributed to the following new investors: (1) Crestview based upon its investment of between $225 million and $250 million; (2) MIHI will acquire warrants for CMI Class B Common Stock (continued . . .) Federal Communications Commission DA 11-1546 7 shares and warrants29 will acquire more than a 50% interest in CMI.30 Accordingly, the proposed merger involves a “substantial change in ownership” of the Citadel and CMI Subsidiaries’ (Continued from previous page) or Preferred Stock (neither of which has voting rights) in exchange for $80 million and be entitled to syndicate to the third party Macquarie Investors up to $45 million of CMI Class A Common Stock; and (3) UBS will be entitled to syndicate to the third party UBS Investors up to $125 million of CMI Class A Common Stock. MIHI cannot acquire CMI Class A or Class B Common Stock in its own name; it can only acquire warrants for non-voting Class B Common Stock or non-voting Preferred Stock. UBS can only acquire warrants for Class B Common Stock in its own name. In no event will the Macquarie or UBS Investors be allowed to receive more than 4.99% of CMI Class A Common Stock, and investors who are not United States Citizens will be entitled to acquire only warrants for non-voting CMI Class B Common Stock. See, e.g., File No. BTC-20110330ALU, as amended on July 21, 2011, at Section II, Question 4, Exhibit 6, pp. 2-3 and nn.3-4. 29 Because no current Citadel stockholders hold more than 4.99% of Citadel’s Class A Common Stock, and because Citadel’s holdings in CMI will be diluted by the addition of the Crestview, MIHI, and UBS investors, there is no expectation, to CMI’s knowledge, that any holder of Citadel voting stock will hold more than 4.99% of CMI’s Class A Common Stock. Under the Merger Agreement, Citadel stockholders and warrantholders holding Citadel non-voting Class B Common Stock can elect to acquire CMI’s Class A Common Stock. The parties indicate that there is no way to determine whether the holders of Class B Common Stock or holders of warrants for Class B Common Stock will elect to acquire shares of CMI Class A Common Stock that would exceed 4.99% in any one instance. However, the Merger Agreement entitles CMI to limit or withhold the distribution of Class A Common Stock if it would place CMI or any stockholder in violation of any Commission rule or policy. See, e.g., File No. BTC-20110330ALU, as amended on July 21, 2011, at Section II, Question 4, Exhibit 6, p. 2 at n.2. 30 As noted earlier, the precise amount of stock to be distributed to new investors will not be known until sometime shortly before consummation of the proposed merger. For illustrative purposes, the parties provide a percentage range of voting interest shares that can be distributed (with the actual distribution of shares and warrants depending on the individual shareholder’s cash/stock elections). Under a “maximum cash” plan, CMI voting interest shares will be owned : (1) 18.7% by CMI (Dickey Family (as defined in ¶ 12 infra) 9.4%; Bank of America 0.7%; all others 8.1%; dilutive shares (options and warrants) 0.4%); (2) 1.5% by CMP (this percentage will be distributed prior to closing to Blackstone, in conjunction with the consummation of the transfer of control of CMP to CMI); (3) 41.1% by Citadel (of which only 3.6% is Class A Common Stock); (4) 25.8% by Crestview; (5) 0.0% by Macquarie Investors (investment is in “preferreds” which is not reflected in total shares); and (6) 12.9% by UBS Investors. Additionally, Bank of America would receive 100% of the outstanding Class B non-voting stock, the Dickey Family would receive 100% of the outstanding shares of Class C Common Stock (entitled to 10 votes per share), and Bain and Lee each would receive 50% of Class D non-voting stock (a new class of non-voting shares issued as part of the CMP acquisition). The Dickey Family also would receive 10.8% of the outstanding warrants specifically to acquire shares of CMP Susquehanna Radio Holdings, Corp., a CMP subsidiary. See, e.g., File No. BTC-20110330ALU, as amended on July 21, 2011, at Section II, Question 4, Exhibit 6, at Attachment B, “Pro Forma Ownership: Max Cash -- $30.00/$7.00.” The parties also provide a “maximum equity” plan with the following distribution (with the actual distribution of shares and warrants depending on the individual shareholder’s cash/stock elections) under an alternate plan, pursuant to which CMI voting interest shares will be owned: (1) 13.8% by CMI (Dickey Family 7.0%; Bank of America 0.6%; all others 6.0%; dilutive shares (options and warrants) 0.3%); (2) 1.1% by CMP (this percentage will be distributed prior to closing to Blackstone, in conjunction with the consummation of the transfer of control of CMP to CMI); (3) 54.9% by Citadel (of which only 4.8% is Class A Common Stock); (4) 17.2% by Crestview; (5) 3.4% by Macquarie Investors (investment is in “preferreds” which is not reflected in total shares); and (6) 9.5% by UBS Investors. Additionally, the distribution of Class B non-voting stock, Class C Common Stock, and Class D non-voting stock is the same as above. See, e.g., File No. BTC-20110330ALU, as amended on July 21, 2011, at Section IV, Question 6, Exhibit 16 at n.6 and at pp. 21-23, nn.26-33. Federal Communications Commission DA 11-1546 8 broadcasting stations.31 It therefore requires “long-form” transfers of control of both groups of radio stations. 12. Upon consummation of the proposed transaction, no individual stockholder will hold 50% or more of the votes of CMI stock, regardless of the elections made by Citadel stockholders and warrantholders. CMI’s Board of Directors (the “Board”) will consist of its existing five members and two additional Crestview representatives appointed by the existing board. However, certain parties – i.e., members and affiliates of the Dickey family, including DBBC, L.L.C. (collectively, the “Dickey Family”), BA Capital Company, L.P. (“BACC”) and Banc of America Capital Investors SBIC, L.P. (“BACI,” with BACC, referred to collectively as the “BofA Entities”), Crestview and Blackstone – have entered into a letter agreement to negotiate a “Stockholders Agreement” at closing to address, inter alia, the nomination of candidates for members of the Board who may be elected at future stockholder meetings. The parties to the proposed Stockholders Agreement collectively will control less than 50% of the CMI stockholder votes. 32 It is contemplated that the Stockholders Agreement will establish a procedure for those parties to nominate a slate of director candidates to be presented at such stockholder meetings. The slate of nominees would consist of two candidates selected by Crestview and one each by the Dickey Family, Blackstone, and the BofA Entities.33 The other director candidates would be the current two independent directors (or their successors). The right of Crestview, the Dickey Family, Blackstone, and the BofA Entities to select candidates to be on the slate of director nominees would be subject to each of them continuing to own a certain percentage of CMI Class A Common Stock.34 With respect to the BofA Entities, the parties aver that no person nominated by the BofA Entities to be a CMI director will be an employee or agent 31 47 U.S.C. § 309(c)(2)(B); see Reading Broadcasting, Inc., Decision, 17 FCC Rcd 14001, 14017 ¶ 44 (2002). 32 We note, however, that Crestview, Blackstone, the BofA Entities and the Dickey Family have agreed to vote, either in person or by proxy at any meeting in which directors are to be elected, in favor of the director candidates nominated by the Board. See, e.g., File No. BTC-20110330ALU, Exhibit J at Attachment 7, “Letter Agreement” at Exhibit A ¶ 2. Thus, we find that, although these parties will not be able to collectively dictate who will sit on the Board, they do possess sizeable voting power as a group, perhaps more than 30%, collectively. See n. 30 supra. 33 The parties state that the Blackstone entity that will be a party to the Stockholders Agreement and thus will control the director nomination rights to be held by Blackstone is BFCCP. The parties note that the limited partners of BFCCP have been insulated from attribution in accordance with the Commission’s rules and thus will have 0% voting interest while holding a 99% equity interest. In addition, the parties state that BCMA FCC, LLC (“BCMA”) is the general partner of BFCCP and that BCMA will control the voting rights of CMI stock and the Board nomination rights of BFCCP. BFCCP and BCMA are under the sole control of Stephen A. Schwarzman. See, e.g., File No. BTC-20110330ALU, as amended on July 21, 2011, at Section IV, Question 6, Exhibit 16 at n.6 and at pp. 21-23, nn.26-33. The rights of BFCCP and Blackstone to select a candidate to be on the slate of Board nominees will cease upon the earlier of: (a) the day immediately following the date directors elected at the third annual meeting of CMI stockholders held following January 31, 2010, commence their terms; and (b) such time as Blackstone ceases to beneficially own at least one-half of the number of shares of CMI Class A Common Stock it receives at the closing of CMI’s acquisition of CMP. See, e.g., File No. BTC- 20110330ALU, as amended on July 21, 2011, at Section IV, Question 6, Exhibit 16, p. 8; see also, e.g., File No. BTC-20110330ALU, Exhibit J at Attachment 7, “Letter Agreement” at Exhibit A ¶ 3. 34 See, e.g., File No. BTC-20110330ALU, as amended on July 21, 2011, at Section IV, Question 6, Exhibit 16, p. 8; see also, e.g., File No. BTC-20110330ALU, Exhibit J at Attachment 7, “Letter Agreement” at Exhibit A ¶ 3. Federal Communications Commission DA 11-1546 9 of the BofA Entities without prior notice to the Commission. We will impose a condition on our grant of the Applications prohibiting the BofA Entities from nominating an employee or agent of the BofA Entities to the Board. With that condition, the BofA Entities will retain non-attributable status with respect to CMI’s media interests under the Commission’s multiple ownership rule. 35 13. After the merger and divestiture, the new shareholders of CMI will hold equity in the licensees of its radio stations through several subsidiaries: (a) the CMI Subsidiaries, which will continue to own and operate 328 radio stations in 68 Arbitron markets; and (b) the former Citadel Subsidiaries, now CMI Subsidiaries, which will continue to own and operate 225 radio stations in 50 Arbitron markets. 14. Free Press Comments. The Applications are unopposed, but are the subject of Comments filed on May 13, 2011, by Free Press. Free Press does not request that the Commission deny the transaction and acknowledges that CMI is not seeking a waiver of any Commission rule or policy and that the proposed transaction is otherwise in compliance with the Commission’s local radio ownership policy.36 Nevertheless, Free Press asks that the Commission “not measure this merger based on mere compliance with the FCC’s media ownership limits . . . . [I]t must closely scrutinize the proposed transaction and demand evidence of specific public interests benefits as required by the . . . Act.”37 In response, CMI and Citadel each argue separately that Free Press’ Comments do not purport or attempt to comply with the petition to deny requirements of Section 309(d)(1) of the Act and that the Applications should be granted.38 In addition, CMI and Citadel also reject Free Press’ assertion that the Applications should be required to meet a standard other than compliance with existing law and regulation.39 Finally, CMI contends that the Commission has repeatedly affirmed the reasonableness of the ownership limits in the local radio ownership rule in advancing the public interest; Citadel argues that compliance with the Act and the Rules is the measure of whether the public interest would be appropriately served by grant.40 15. We find that Section 310(d) of the Act, as implemented by the processing procedures described in Paragraph 7 above, provides the appropriate standard of review for transfer and assignment cases.41 In particular and as noted above, Section 310(d) requires that applicants show that the proposed transaction would serve the public interest. Although Free Press does not contest the grant of the Applications, the public interest concerns addressed in Free Press’ Comments are noted and discussed below. 35 See, e.g., Telemundo Communications Group, Inc., Memorandum Opinion and Order, 17 FCC Rcd 6598, 6974 (2002) (“[S]hould NBC choose to exercise its rights to nominate new members of Paxson's board, we require that such persons not be NBC employees or agents” in order for NBC’s interest in Paxson to be considered non-attributable under 47 C.F.R. § 73.3555, Note 2). 36 Comments at 1. 37 Id. at 3. 38 See 47 U.S.C. § 309(d)(1); see also CMI Response at 1 and Citadel Response at 2. 39 Citadel Response at 2; CMI Response at 4. 40 Id. at 3 and 2, respectively. 41 See, e.g., Applications for Consent to the Assignment and/or Transfer of Control of Licenses, Adelphia Communications Corporation, Memorandum Opinion and Order, 21 FCC Rcd 8203, 8217 (2006). Federal Communications Commission DA 11-1546 10 16. Local Radio Ownership Rule Concerns. The CMI Subsidiaries and Citadel are direct competitors in very few markets. As a result, only six stations in four markets will be divested due to radio market overlap.42 As structured here and conditioned below, the proposed transaction complies with our local radio ownership rule, Section 73.3555(a)(1). In addition, the proposed transfer of control of CMI and Citadel to the new stockholders of CMI will terminate the licensees’ ability to maintain certain grandfathered ownership interests that do not comply with the Commission’s current multiple radio ownership rules.43 Eight stations in seven markets are impacted by the loss of grandfathered status. To resolve this issue, CMI and Citadel have filed the Trust Applications to divest their attributable interests in the following radio markets: (a) one FM station in the Kansas City, Missouri, radio market;44 (b) one AM station in the Montgomery, Alabama, radio market;45 (c) one FM station in the Fayetteville, Arkansas, radio market;46 (d) one FM station in the Macon, Georgia, radio market;47 (e) one FM station in the Savannah, Georgia, radio market;48 (f) one AM station in the Columbus-Starkville-West Point, Mississippi, radio market;49 and (g) two FM stations in the Myrtle Beach, South Carolina, radio market.50 The proposed assignee in all cases is Volt as Trustee of the RLH Divestiture Trust. As a result of the assignment of these stations to Volt in its capacity as trustee, CMI will not hold grandfathered interests that exceed the local radio ownership limits.51 Thus, approval of the Trust Applications herein and compliance with the conditions set forth in this Order will resolve all issues of compliance with the local radio ownership rule by CMI.52 42 The combined ownership interests of CMI and Citadel present an issue under 47 C.F.R. § 73.3555(a)(1) in four Arbitron markets: New York City, New York; Dallas-Ft. Worth, Texas; Nashville, Tennessee; and Harrisburg-Lebanon-Carlisle, Pennsylvania. To comply with that rule, the parties propose to divest the following stations to trusts: WELJ(FM) in the New York City, New York market; KKLF(AM) in the Dallas-Ft. Worth, Texas market; WRQQ(FM) and WNFN(FM) in the Nashville, Tennessee market; and WCAT-FM and WWKL(FM) in the Harrisburg-Lebanon-Carlisle, Pennsylvania market. 43 2002 Biennial Regulatory Review, 18 FCC Rcd at 13809-1 ¶ 487 (“Grandfathered combinations, by definition, exceed the numerical limits that we find promote the public interest as related to competition. . . . Unlike our decision not to require existing station owners to divest stations, here, the threat to competition is not outweighed by countervailing considerations. Buyers will be on notice that ownership combinations must comply [with the new ownership rules] at the time of acquisition of the stations”); see 47 C.F.R. § 73.3555, Note 4 (the multiple ownership rules will apply to all applications for assignment or transfer). 44 Station KMJK-FM, North Kansas City, Missouri. 45 Station WNZZ(AM), Montgomery, Alabama. 46 Station KYNF(FM), Prairie Grove, Arkansas 47 Station WROK-FM, Macon, Georgia. 48 Station WTYB(FM), Bluffton, South Carolina. 49 Station WKOR(AM), Starkville, Mississippi. 50 Stations WJXY-FM, Conway, South Carolina and WXJY(FM), Georgetown, South Carolina. 51 See n. 42 supra (listing the stations being placed in the same divestiture trust to comply with the radio ownership rule). 52 As described above, the Applicants have entered into a Consent Decree with DOJ that provides that two of the stations that are being assigned to Volt (WCAT-FM, Carlisle, Pennsylvania, and WWKL(FM), Palmyra, Pennsylvania) should be assigned to a different divestiture trustee, Potential Broadcasting, and that Potential Broadcasting will provide programming for these stations pursuant to time brokerage agreements until those assignments are complete. See ¶ 3 supra. Without prejudging the qualifications of Potential Broadcasting, we find that in these circumstances, Volt’s compliance with these terms of the Consent Decree does not violate its duty to operate the stations until it can sell them to an independent third-party or third-parties. Federal Communications Commission DA 11-1546 11 17. Other Public Interest Issues. We conclude that the applicants are fully qualified and that grant of the transfer of control of the Citadel broadcast stations to the Transferees, subject to the conditions set forth in this Order, will serve the public interest, convenience, and necessity. We have reviewed the Applications, the Trust Applications, and related pleadings and conclude that grant of the applications as conditioned herein will comply with the Act and the Rules. We also conclude that the proposed transaction as conditioned herein will not be anticompetitive. As stated above, there is very little overlap between the radio markets in which the Citadel and CMI Subsidiaries stations operate. After considering the divestiture conditions being imposed here to improve competition in certain radio markets and the divestiture of the additional station being required by the DOJ, we find no evidence in the record that the proposed transaction will harm competition in any radio market. In fact, the merger will improve competition in a number of local markets by requiring CMI and Citadel to divest certain grandfathered ownership interests that exceed the ownership limits adopted in the 2002 Biennial Regulatory Review, as set forth in Section 73.3555(a)(1) of the Rules.53 We conclude that the merger’s structural changes provide a sufficient basis to make the requisite public interest finding. However, we also note that CMI identifies other public interest benefits that would result from the merger, including additional funding for programming to better serve local audiences and increased investment in digital radio equipment.54 We agree that such benefits, when implemented, will augment the public interest benefits of the proposed transaction. Thus, based on the record before us, we believe that granting consent to the proposed transaction, subject to the conditions imposed here, will serve the public interest. 18. To ensure compliance with the local radio ownership rule, we will impose a condition requiring that CMI’s and Citadel’s divestiture of the 14 stations to Volt pursuant to the Trust Applications occur prior to or simultaneously with the consummation of CMI transfer of control. Volt is encouraged to take reasonable steps to market the trust stations to businesses owned by women and minorities, and it is required to take commercially reasonable efforts to effectuate a sale of the stations without delay.55 If Volt has not submitted complete assignment of license applications for the sale of the stations within six months of the consummation date, it must provide the Commission with a detailed explanation of its efforts to sell the stations in the confidential report referenced in Section 4(g) of the Trust Agreements submitted with the Trust Applications. Subject to the conditions discussed herein, we find that the proposed merger transaction complies with the Act and the Rules and serves the public interest, convenience, and necessity. Accordingly, we grant the Applications and the Trust Applications. III. CONCLUSION 19. We have reviewed the proposed merger, the applications for its approval, and related comments. We conclude that the applicants are fully qualified and that grant of the 53 See Prometheus Rehearing Order and Prometheus 2011 Order. 54 See Declaration of Lewis Dickey, Jr., CEO and President of CMI, attached as Exhibit 1 to CMI Response. 55 As explained above, we provide an exception for the two stations that the Consent Decree provides will be assigned to Potential Broadcasting. Also, the Trust Agreements provide that CMI or Citadel may re- acquire one or more stations in trust if the Trustee determines there has been a change in circumstances that permits such ownership under applicable Commission rules and policies. We find that this provision does not violate Section 73.1150 of our Rules because it is based on the Trustee’s independent assessment and decision. See 47 C.F.R. § 73.1150. Federal Communications Commission DA 11-1546 12 Applications and the Trust Applications, subject to the condition set forth herein, will serve the public interest, convenience, and necessity. IV. ORDERING CLAUSES 20. Accordingly, IT IS ORDERED, pursuant to sections 4(i), 4(j), 309, and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 309, 310(d), that the applications for consent to the transfers of control of Citadel Broadcasting Corporation and of Radio License Holding CBC, LLC, Radio License Holding I, LLC, Radio License Holding II, LLC, Radio License Holding III, LLC, Radio License Holding IV, LLC, Radio License Holding V, LLC, Radio License Holding VI, LLC, Radio License Holding VII, LLC, Radio License Holding VIII, LLC, Radio License Holding IX, LLC, Radio License Holding X, LLC, Radio License Holding XI, LLC and Radio License Holding XII, LLC, and of Cumulus Media, Inc., and of Cumulus Licensing, LLC, Susquehanna Radio Corp., CMP KC Licensing, Inc., KPLX LICO, Inc., and KLIF LICO, Inc., and for consent to the assignment of licenses from Citadel Broadcasting Corporation and Cumulus Media, Inc., to Volt Radio, LLC, listed in the Appendix, or as otherwise listed previously in the Commission’s public notices, ARE GRANTED, SUBJECT TO THE FOLLOWING CONDITIONS: (1) The transfer of control of Citadel Broadcasting Corporation and Cumulus Media, Inc., shall take place subsequent to and/or simultaneously with the complete consummation of the assignment of licenses for the radio stations specified in the applications for consent to assignment of licenses from Citadel Broadcasting Corporation and Cumulus Media, Inc. to Volt Radio, LLC (FCC File Numbers BALH-20110331AID, et al., BAL- 20110331AJP, et al., BALH-20110331AJZ, and BAL-20110331AKA); (2) Cumulus Licensing LLC shall file a complete application to assign the license for WRSR(FM), Owosso, MI (Facility ID No. 41681), to a divestiture trustee within thirty days of the consummation date described in the preceding condition; (3) Should BA Capital Company, L.P. and/or Banc of America Capital Investors SBIC, L.P. (collectively, “BofA Entities”) choose to exercise their right to nominate new members to the board of directors of Cumulus Media, Inc,, we require that such persons not be BofA Entities’ employees or agents but persons who would reasonably be expected to act independently of the BofA Entities in all future Cumulus Media, Inc. matters; and (4) In the cases of WJXY-FM, Conway, South Carolina and WXJY(FM), Georgetown, South Carolina, our consent herein granted goes only to the assignment of those stations’ continuing authorization to operate, pursuant to 47 U.S.C. Section 307(c)(3) during the pendency of their applications for license renewal (File Nos. BRH-20110801APH and BRH-20110801APN, respectively). 21. IT IS FURTHER ORDERED THAT, in the event that Volt Radio, LLC, has not submitted a complete application for the sale of each radio station that it holds in trust within six months of the acquisition of such station from Citadel Broadcasting Corporation and Cumulus Media, Inc., it shall provide the Commission with a copy of each confidential report referenced in Section 4(g) of the Trust Agreements filed with the assignment of license applications described in Condition (1) in the preceding paragraph. Federal Communications Commission DA 11-1546 13 22. IT IS FURTHER ORDERED THAT copies of this Memorandum Opinion and Order shall be sent, by First Class and Certified Mail, to Free Press, 501 Third Street, N.W., Suite 875, Washington, DC 20001, to Citadel Broadcasting Corporation, 7201 West Lake Mead Boulevard, Las Vegas, NV 89128, and its counsel, Nancy A. Ory, Esq., Lerman Senter PLLC, Suite 600, 2000 K Street, N.W., Washington, DC 20006-1809, to Cumulus Media, Inc., 3280 Peachtree Road, N.W., Suite 2300, Atlanta, GA 30305, and its counsel, Lewis J. Paper, Esq., Dickstein Shapiro, LLP, 1825 Eye Street, N.W., Washington, DC 20006-5403, and to Volt Radio, LLC, One Aviation Lane, Suite 8, Greenville, SC 29607, and its counsel, Erika B. Newsom, Esq., Smith Moore Leatherwood, LLP, 300 East McBee Avenue, Suite 500, Greenville, SC 29601. FEDERAL COMUNICATIONS COMMISSION William T. Lake Chief, Media Bureau Federal Communications Commission DA 11-1546 14 APPENDIX Citadel and CMI Stations Subject to Transfers and Assignments I. STATIONS SUBJECT TO TRANSFERS A. CITADEL BROADCASTING CORPORATION Call Sign Location Facility ID No. FCC File No. WAPI(AM) Birmingham, AL 16900 20110330ADE WJOX-FM Birmingham, AL 16901 20110330ADI WJOX(AM) Birmingham, AL 16897 20110330ADJ WHUT(FM) Birmingham, AL 6401 20110330ADM WZRR(FM) Birmingham, AL 16899 20110330ADO WFFN(FM) Coaling, AL 54797 20110330ADH WDGM(FM) Greensboro, AL 86803 20110330ADG WAPI-FM Helena, AL 70914 20110330ADN WTUG-FM Northport, AL 54796 20110330ADL WBEI(FM) Reform, AL 67577 20110330ADF WTSK(AM) Tuscaloosa, AL 54795 20110330ACM KAAY(AM) Little Rock, AR 33253 20110330ADP KARN(AM) Little Rock, AR 60703 20110330ADQ KPZK(AM) Little Rock, AR 24150 20110330ACU KURB(FM) Little Rock, AR 19559 20110330ADV KIPR(FM) Pine Bluff, AR 13925 20100330ADS KARN-FM Sheridan, AR 24151 20110330ADR KLAL(FM) Wrightsville, AR 47880 20110330ADT KSZR(FM) Oro Valley, AZ 39734 20010330ADZ KCUB(AM) Tucson, AZ 56051 20110330ADW KTUC(AM) Tucson, AZ 35684 20110330AEA KHYT(FM) Tucson, AZ 56053 20110330ADX KIIM-FM Tucson, AZ 56052 20110330ADY KDJK(FM) Mariposa, CA 11341 20110330AEC KESP(AM) Modesto, CA 11233 20110330AED KHKK(FM) Modesto, CA 11240 20110330AEE KATM(FM) Modesto, CA 11239 20110330AEB KHOP(FM) Oakdale, CA 52528 20110330AEF KJOY(FM) Stockton, CA 32215 20110330AEG KWIN(FM) Lodi, CA 60425 20110330AEH KWNN(FM) Turlock, CA 60427 20110330AEI KWYL(FM) South Lake Tahoe, CA 67816 20110330AEJ K285EE Canon City, CO 52583 20110330AEK KATC-FM Colorado Springs, CO 66249 20110330AEL KCSF(AM) Colorado Springs, CO 62039 20110330AEM KKFM(FM) Colorado Springs, CO 11237 20110330AEN KKMG(FM) Pueblo, CO 11229 20110330AEO KKPK(FM) Colorado Springs, CO 62038 20110330AEP KVOR(AM) Colorado Springs, CO 35869 20110330AEQ WMOS(FM) Stonington, CT 60251 20110330AER WQGN(FM) Groton, CT 10455 20110330AES WXLM(AM) Groton, CT 10454 20110330AET Federal Communications Commission DA 11-1546 15 KBGG(AM) Des Moines, IA 87105 20110330AEU KGGO(FM) Des Moines, IA 12965 20110330AEV KHKI(FM) Des Moines, IA 12966 20110330AEW KJJY(FM) West Des Moines, IA 22882 20110330AEX KWQW(FM) Boone, IA 30116 20110330AEY KBOI(AM) Boise, ID 51211 20110330AEZ KIZZ(FM) Boise, ID 70626 20110330AFA KQFC(FM) Boise, ID 51217 20110330AFC KTIK(AM) Nampa, ID 16854 20110330AFD KKGL(FM) Nampa, ID 51212 20110330AFB KTIK-FM New Plymouth, ID 39609 20110330AFE WLTI(AM) New Castle, IN 43435 20110330AFF WMDH(AM) New Castle, IN 74092 20110330AFG WWKI(FM) Kokomo, IN 60133 20110330AFH KKND(FM) Belle Chasse, LA 12157 20110330AFI KMEZ(FM) Port Sulphur, LA 58395 20110330AFJ KNEK(AM) Washington, LA 15801 20110330AFK KNEK-FM Washington, LA 16370 20110330AFL KQXL-FM New Roads, LA 11607 20110330AFM KRRQ(FM) Lafayette, LA 36227 20110330AFN KSMB(FM) Lafayette, LA 41057 20110330AFO KXKC(FM) New Iberia, LA 6350 20110330AFP WCDV(FM) Hammond, LA 61271 20110330AFQ WRKN(FM) LaPlace, LA 117 20110330AFR WEMX(FM) Kentwood, LA 58931 20110330AFS WIBR(AM) Baton Rouge, LA 61275 20110330AFT WXOK(AM) Port Allen, LA 11606 20110330AFU WBSM(AM) New Bedford, MA 10452 20110330AFV WFHN(FM) Fairhaven, MA 10453 20110330AFW WHLL(AM) Springfield, MA 36545 20110330AFX WMAS-FM Springfield, MA 36543 20110330AFY WORC-FM Webster, MA 50231 20110330AFZ WWFX(FM) Southbridge, MA 18310 20110330AGA WXLO(FM) Fitchburg, MA 43557 20110330AGB WBLM(FM) Portland, ME 22878 20110330AGC WBPW(FM) Presque Isle, ME 22184 20110330AGD WCYY(FM) Biddeford, ME 22880 20110330AGE WEBB(FM) Waterville, ME 52608 20110330AGF WJBQ(FM) Portland, ME 3134 20110330AGG WJZN(AM) Augusta, ME 52604 20110330AGH WMME-FM Augusta, ME 52605 20110330AGI WOZI(FM) Presque Isle, ME 41007 20110330AGJ WQHR(FM) Presque Isle, ME 9422 20110330AGK WSHK(FM) Kittery, ME 4380 20110330AGL WTVL(AM) Waterville, ME 52607 20110330AGM WBBL-FM Greenville, MI 24639 20110330AGN WWSN(FM) Whitehall, MI 53960 20110330AGO WFBE(FM) Flint, MI 21730 20110330AGP WFMK(FM) East Lansing, MI 37460 20110330AGQ WHNN(FM) Bay City, MI 37458 20110330AGR WHTS(FM) Coopersville, MI 71090 20110330AGS Federal Communications Commission DA 11-1546 16 WILZ(FM) Saginaw, MI 58578 20110330AGT WIOG(FM) Bay City, MI 22675 20110330AGU WITL-FM Lansing, MI 46706 20110330AGV WJIM(AM) Lansing, MI 17382 20110330AGW WJIM-FM Lansing, MI 17386 20110330AGX WJRW(AM) Grand Rapids, MI 41680 20110330AGY WKLQ(AM) Whitehall, MI 53962 20110330AGZ WKQZ(FM) Midland, MI 72924 20110330AHA WLAV-FM Grand Rapids, MI 41680 20110330AHB WLAW(FM) Newaygo, MI 89477 20110330AHC WLCS(FM) North Muskegon, MI 5396 20110330AHD WTNR(FM) Holland, MI 41678 20110330AHE WTRX (AM) Flint, MI 15768 20110330AHF WVFN(AM) East Lansing, MI 24638 20110330AHG WVIB(FM) Holton, MI 73994 20110330AHH WMMQ(FM) East Lansing, MI 24641 20110330AHI WRBO(FM) Como, MS 7075 20110330AHK WMTI(FM) Picayune, MS 27951 20110330AHJ W285DG Boone, NC 67675 20110330AHL W250AB Manchester, NH 22889 20110330AHM WHOM(FM) Mt. Washington, NH 49687 20110330AHN WOKQ(FM) Dover, NH 22887 20110330AHO WPKQ(FM) North Conway, NH 48401 20110330AHP WSAK(FM) Hampton, NH 12155 20110330AHQ KDRF(FM) Albuquerque, NM 55052 20110330AHR KKOB(AM) Albuquerque, NM 11251 20110330AHS KKOB-FM Albuquerque, NM 11250 20110330AHT KMGA(FM) Albuquerque, NM 11231 20110330AHU KNML(AM) Albuquerque, NM 68608 20110330AHV KRST(FM) Albuquerque, NM 12584 20110330AHW KTBL(AM) Los Ranchos, NM 48604 20110330AHX K272DA Stateline, NV 67817 20110330AHY KBUL-FM Carson City, NV 11245 20110330AHZ KKOH(AM) Reno, NV 11236 20110330AIA KNEV(FM) Reno, NV 11244 20110330AIB WAAL(FM) Binghamton, NY 79201 20110330AIC WAQX-FM Manlius, NY 52606 20110330AID WBBF(AM) Buffalo, NY 53967 20110330AIE WEDG(FM) Buffalo, NY 56103 20110330AIF WGRF(FM) Buffalo, NY 56102 20110330AIG WHLD(AM) Niagara Falls, NY 7822 20110330AIH WHTT-FM Buffalo, NY 53968 20110330AII WHWK(FM) Binghamton, NY 72373 20110330AIJ WXTL(FM) Syracuse, NY 58719 20110330AIK WNBF(AM) Binghamton, NY 72372 20110330AIL WSKO(AM) Syracuse, NY 50515 20110330AIM WNTQ(FM) Syracuse, NY 50514 20110330AIN WWYL(FM) Chenango Bridge, NY 7663 20110330AIO WELJ(FM) Montauk, NY 7996 20110330AIP WYOS(AM) Binghamton, NY 7921 20110330AIQ KATT-FM Oklahoma City, OK 8797 20110330AIR Federal Communications Commission DA 11-1546 17 KKWD(FM) Bethany, OK 6509 20110330AIS KYIS(FM) Oklahoma City, OK 8798 20110330AIT WKY(AM) Oklahoma City, OK 23418 20110330AIU WWLS(AM) Moore, OK 22190 20110330AIV WWLS-FM The Village, OK 37435 20110330AIW WIOV(AM) Reading, PA 55307 20110330AJE WIOV(AM) Reading, PA 55307 20110330AJE WARM(AM) Scranton, PA 70504 20110330AIY WBHD(FM) Olyphant, PA 43521 20110330AIZ WBHT(FM) Mountain Top, PA 20465 20110330AJA WBSX(FM) Hazelton, PA 133 20110330AJB WCAT-FM Carlisle, PA 74557 20110330AJC WCTO(FM) Easton, PA 36997 20110330AJD WIOV-FM Ephrata, PA 55308 20110330AJF WIOV-FM1 Reading, PA 55309 20110330AJG WLEV(FM) Allentown, PA 39875 20110330AJH WMGS(FM) Wilkes-Barre, PA 70880 20110330AJI WMHX(FM) Hershey, PA 64842 20110330AJJ WQHZ(FM) Erie, PA 65748 20110330AJK WQXA-FM York, PA 52169 201110330AJL WRIE(AM) Erie, PA 32982 20110330AJM WSJR(FM) Dallas, PA 43969 20110330AJN WXKC(FM) Erie, PA 32984 20110330AJO WXTA(FM) Edinboro, PA 72892 20110330AJP WEAN-FM Wakefield-Peacedale, RI 4376 20110330AJQ WPRO(AM) Providence, RI 64843 20110330AJR WPRO-FM Providence, RI 64841 20110330AJS WPRV(AM) Providence, RI 64840 20110330AJT WWKX(FM) Woonsocket, RI 65198 20110330AJU WWLI(FM) Providence, RI 64838 20110330AJV WISW(AM) Columbia, SC 54793 20110330AJW WIWF(FM) Charleston, SC 60039 20110330AJX WLXC(FM) Columbia, SC 54794 20110330AJY WNKT(FM) Eastover, SC 38900 20110330AJZ WOMG(FM) Lexington, SC 37200 20110330AKA WSSZ-FM Charleston, SC 72378 20110330AKB WTCB(FM) Orangeburg, SC 54791 20110330AKC WTMA(AM) Charleston, SC 72376 20110330AKD WWWZ(FM) Summerville, SC 61278 20110330AKE WGFX(FM) Gallatin, TN 16893 20110330AKF WGKX(FM) Memphis, TN 35009 20110330AKG WGOC(AM) Kingsport, TN 67671 20110330AKH WGOW(AM) Chattanooga, TN 54526 20110330AKI WGOW-FM Soddy-Daisy, TN 53956 20110330AKJ WIVK-FM Knoxville, TN 16890 20110330AKK WJCW(AM) Johnson City, TN 67672 20110330AKL WKDF(FM) Nashville, TN 16896 20110330AKM WKIM(FM) Munford, TN 33671 20110330AKN WKOS(FM) Kingsport, TN 67674 20110330AKO WNML(AM) Knoxville, TN 16894 20110330AKP WNML-FM Friendsville, TN 7998 20110330AKQ Federal Communications Commission DA 11-1546 18 WNRX(FM) Jefferson City, TN 18403 20110330AKR WOGT(FM) East Ridge, TN 54527 20110330AKS WOKI(FM) Oliver Springs, TN 10457 20110330AKT WQUT(FM) Johnson City, TN 67673 20110330AKU WSKZ(FM) Chattanooga, TN 54525 20110330AKV WXMX(FM) Millington, TN 35399 20110330AKW WXSM(AM) Blountville, TN 29513 20110330AKX K237AL Park City, UT 53499 20110330AKY K284AJ Heber City, UT 53498 20110330AKZ KBEE(FM) Salt Lake City, UT 53497 20110330ALA KBER(FM) Ogden, UT 10779 20110330ALB KENZ(FM) Ogden, UT 2444 20110330ALC KFNZ(AM) Salt Lake City, UT 53500 20110330ALD KHTB(FM) Provo, UT 6545 20110330ALE KJQS(AM) Murray, UT 58303 20110330ALF KKAT(AM) Salt Lake City, UT 11232 20110330ALG KUBL-FM Salt Lake City, UT 11238 20110330ALH WJR(AM) Detroit, MI 8626 20110330ALJ WDVD(FM) Detroit, MI 8631 20110330ALK WDRQ(FM) Detroit, MI 70040 20110330ALL WYAY(FM) Gainesville, GA 48727 20110303ALM WKHX-FM Marietta, GA 73161 20110330ALN KQRS-FM Golden Valley, MN 35505 20110330ALO KXXR(FM) Minneapolis, MN 35506 20110330ALP WGVX(FM) Lakeville, MN 61379 20110330ALQ WGVY(FM) Cambridge, MN 54838 20110330ALR WGVZ(FM) Eden Prairie, MN 61541 20110330ALS WLS-FM Chicago, IL 73228 20110330AYC KABC(AM) Los Angeles, CA 33254 20110330AYD WMAL(AM) Washington, DC 73250 20110330AYF WRQX(FM) Washington, DC 73252 20110330AYG WVRX(FM) Woodbridge, VA 70037 20110330AYH WBAP(AM) Fort Worth, TX 71200 20110330AAA KSCS(FM) Fort Worth, TX 71201 20110330AAB WBAP-FM Flower Mound, TX 26468 20110330AAC WABC(AM) New York, NY 70658 20110330AEV WPLJ(FM) New York, NY 73887 20110330AEU WLS(AM) Chicago, IL 73227 20110330AEW KLOS(FM) Los Angeles, CA 35078 20110330AEX KGO(AM) San Francisco, CA 34471 20110330AHZ KSFO(AM) San Francisco, CA 34472 20110330AIA Federal Communications Commission DA 11-1546 19 B. CUMULUS MEDIA, INC. Call Sign Location Facility ID No. FCC File No. WVNN(AM) Athens, AL 3084 20110330ALU WZYP(FM) Athens, AL 3083 20110330ALV WYOK(FM) Atmore, AL 8680 20110330ALW WDLT-FM Chickasaw, AL 68843 20110330ALX WXQW(AM) Fairhope, AL 2541 20110330ALY WHRP(FM) Gurley, AL 22264 20110330ALZ WUMP(AM) Madison, AL 39590 20110330AMA WBLX-FM Mobile, AL 2540 20110330AMB WGOK(AM) Mobile, AL 56716 20110330AMC WHHY-FM Montgomery, AL 66910 20110330AMD WLWI(AM) Montgomery, AL 66909 20110330AME WLWI-FM Montgomery, AL 12318 20110330AMF WMSP(AM) Montgomery, AL 12316 20110330AMG WMXS(FM) Montgomery, AL 12322 20110330AMH WNZZ(AM) Montgomery, AL 12321 20110330AMI WWFF-FM New Market, AL 65223 20110330AMJ WXFX(FM) Prattville, AL 17479 20110330AMK WVNN-FM Trinity, AL 25385 20110330AML KKEG(FM) Bentonville, AR 16571 20110330AMM KFAY(AM) Farmington, AR 16573 20110330AMN KQSM-FM Fayetteville, AR 16569 20110330AMO KLSZ-FM Fort Smith, AR 23869 20110330AMP KYNF(FM) Prairie Grove, AR 70257 20110330AMQ KAMO-FM Rogers, AR 31881 20110330AMR KMCK-FM Siloam Springs, AR 64630 20110330AMS KYNG(AM) Springdale, AR 71702 20110330AMT KOAI(AM) Van Buren, AR 37828 20110330AMU KBBQ-FM Van Buren, AR 37827 20110330AMV KRRF(FM) Goleta, CA 10329 20110330AMW KRUZ(FM) Goleta, CA 3159 20110330AMX KVYB(FM) Santa Barbara, CA 8853 20110330AMY KBBY-FM Ventura, CA 7745 20110330AMZ KHAY(FM) Ventura, CA 35848 20110330ANA KVEN(AM) Ventura, CA 35847 20110330ANB KKNN(FM) Delta, CO 47114 20110330ANC KEKB(FM) Fruita, CO 30431 20110330AND KBKL(FM) Grand Junction, CO 30430 20110330ANE KEXO(AM) Grand Junction, CO 47113 20110330ANF KMXY(FM) Grand Junction, CO 5550 20110330ANG KDBN(FM) Parachute, CO 162254 20110330ANH WICC(AM) Bridgeport, CT 72345 20110330ANI WINE(AM) Brookfield, CT 15389 20110330ANJ WRKI(FM) Brookfield, CT 15391 20110330ANK WEBE(FM) Westport, CT 71389 20110330ANL WFTW(AM) Fort Walton Beach, FL 27466 20110330ANM WKSM(FM) Fort Walton Beach, FL 27467 20110330ANN WZNS(FM) Fort Walton Beach, FL 32834 20110330ANO Federal Communications Commission DA 11-1546 20 WRRX(FM) Gulf Breeze, FL 94009 20110330ANP WYZB(FM) Mary Esther, FL 27469 20110330ANQ WINT(AM) Melbourne, FL 60388 20110330ANR WAOA-FM Melbourne, FL 60387 20110330ANS WCOA(AM) Pensacola, FL 12142 20110330ANT WJLQ(FM) Pensacola, FL 12143 20110330ANU WHKR(FM) Rockledge, FL 57628 20110330ANV WSJZ-FM Sebastian, FL 59536 20110330ANW WNCV(FM) Shalimar, FL 73395 20110330ANX WBZE(FM) Tallahassee, FL 28164 20110330ANY WGLF(FM) Tallahassee, FL 64559 20110330ANZ WHBT(AM) Tallahassee, FL 28162 20110330AOA WHBX(FM) Tallahassee, FL 28168 20110330AOB WALG(AM) Albany, GA 54703 20110330AOC WGPC(AM) Albany, GA 830 20110330AOD WKAK(FM) Albany, GA 831 20110330AOE WQVE(FM) Albany, GA 54704 20110330AOF WWLD(FM) Cairo, GA 38640 20110330AOG WPEZ(FM) Jeffersonville, GA 52551 20110330AOH WJAD(FM) Leesburg, GA 57782 20110330AOI WROK-FM Macon, GA 68679 20110330AOJ WDDO(AM) Macon, GA 52546 20110330AOK WAYS(AM) Macon, GA 68678 20110330AOL WDEN-FM Macon, GA 46996 20110330AOM WMAC(AM) Macon, GA 46998 20110330AON WLZN(FM) Macon, GA 54672 20110330AOO WMGB(FM) Montezuma, GA 88541 20110330AOP WEGC(FM) Sasser, GA 40463 20110330AOQ WBMQ(FM) Savannah, GA 54800 20110330AOR WIXV(FM) Savannah, GA 54799 20110330AOS WJCL-FM Savannah, GA 37178 20110330AOT WJLG(AM) Savannah, GA 71365 20110330AOU WEAS-FM Springfield, GA 71366 20110330AOW WNUQ(FM) Sylvester, GA 66942 20110330AOX WZAT(FM) Tybee Island, GA 25549 20110330AOV WJOD(FM) Asbury, IA 34596 20110330AOZ KQCS(FM) Bettendorf, IA 19791 20110330APA KOEL-FM Cedar Rapids, IA 66780 20110330APB KDAT(FM) Cedar Rapids, IA 54165 20110330APC KHAK(FM) Cedar Rapids, IA 54163 20110330APD KJOC(AM) Davenport, IA 13662 20110330APE KBOB-FM De Witt, IA 12234 20110330APF KLYV(FM) Dubuque, IA 12717 20110330APG KXGE(FM) Dubuque, IA 29127 20110330APH WDBQ(AM) Dubuque, IA 12705 20110330API KCRR(FM) Grundy Center, IA 25471 20110330APJ KRNA(FM) Iowa City, IA 35555 20110330APK KBEA-FM Muscatine, IA 13666 20110330APL KOEL(AM) Oelwein, IA 28475 20110330APM KKHQ-FM Oelwein, IA 28472 20110330APN Federal Communications Commission DA 11-1546 21 WXXQ(FM) Freeport, IL 63137 20110330APO WDBQ-FM Galena, IL 30617 20110330APP WKGL-FM Loves Park, IL 38638 20110330APQ WXLP(FM) Moline, IL 13663 20110330APR WROK(AM) Rockford, IL 48987 20110330APS WZOK(FM) Rockford, IL 48986 20110330APT KMAJ-FM Carbondale, KS 42012 20110330APU KDVB(FM) Effingham, KS 164159 20110330APV KTOP-FM St. Marys, KS 60034 20110330APW KDVV(FM) Topeka, KS 62237 20110330APX KMAJ(AM) Topeka, KS 42014 20110330APY KTOP(AM) Topeka, KS 62236 20110330APZ KWIC(FM) Topeka, KS 39997 20110330AQA WCYN-FM Cynthiana, KY 71308 20110330AQB WXZZ(FM) Georgetown, KY 34245 20110330AQC WVLK(AM) Lexington, KY 27418 20110330AQD WLXX(FM) Lexington, KY 27417 20110330AQE WLTO(FM) Nicholasville, KY 11673 20110330AQF WVLK-FM Richmond, KY 71249 20110330AQG KQLK(FM) De Ridder, LA 9029 20110330AQH KAOK(AM) Lake Charles, LA 67330 20110330AQI KBIU(FM) Lake Charles, LA 17019 20110330AQJ KXZZ(AM) Lake Charles, LA 17016 20110330AQK KYKZ(FM) Lake Charles, LA 38601 20110330AQL KVMA-FM Shreveport, LA 53030 20110330AQM KMJJ-FM Shreveport, LA 63929 20110330AQN KRMD(AM) Shreveport, LA 1305 20110330AQO KRMD-FM Oil City, LA 1304 20110330AQP KKGB(FM) Sulphur, LA 106 20110330AQQ WEZQ(FM) Bangor, ME 17673 20110330AQR WQCB(FM) Brewer, ME 9284 20110330AQS WDEA(AM) Ellsworth, ME 17671 20110330AQT WWMJ(FM) Ellsworth, ME 17670 20110330AQU WBZN(FM) Old Town, ME 18535 20110330AQV WQKL(FM) Ann Arbor, MI 47117 20110330AQW WTKA(AM) Ann Arbor, MI 47116 20110330AQX WWWW-FM Ann Arbor, MI 41080 20110330AQY WBCK-FM Battle Creek, MI 37461 20110330AQZ WKFR-FM Battle Creek, MI 14658 20110330ARA WDZZ-FM Flint, MI 13665 20110330ARB WWCK(AM) Flint, MI 39679 20110330ARC WWCK-FM Flint, MI 39678 20110330ARD WKMI(AM) Kalamazoo, MI 14659 20110330ARE WMIM(FM) Luna Pier, MI 37119 20110330ARF WBXX(FM) Marshall, MI 37463 20110330ARG WRSR(FM) Owosso, MI 41681 20110330ARH WRKR(FM) Portage, MI 14657 20110330ARI WLBY(AM) Saline, MI 41081 20110330ARJ KDCZ(FM) Eyota, MN 162261 20110330ARK KDHL(AM) Faribault, MN 54634 20110330ARL Federal Communications Commission DA 11-1546 22 KQCL(FM) Faribault, MN 54628 20110330ARM KRFO(AM) Owatonna, MN 30121 20110330ARN KRFO-FM Owatonna, MN 30125 20110330ARO KFIL(AM) Preston, MN 34429 20110330ARP KFIL-FM Chatfield, MN 34428 20110330ARQ KOLM(AM) Rochester, MN 50288 20110330ARR KROC(AM) Rochester, MN 61321 20110330ARS KROC-FM Rochester, MN 61323 20110330ART KWWK(FM) Rochester, MN 50289 20110330ARU KDZZ(FM) St. Charles, MN 56252 20110330ARV KVGO(FM) Spring Valley, MN 54631 20110330ARW KYBA(FM) Stewartville, MN 67336 20110330ARX KOQL(FM) Ashland, MO 60731 20110330ARY KBXR(FM) Columbia, MO 47910 20110330ARZ KFRU(FM) Columbia, MO 12396 20110330ASA KPLA(FM) Columbia, MO 12429 20110330ASB KBBM(FM) Jefferson City, MO 68148 20110330ASC KZJF(FM) Jefferson City, MO 5383 20110330ASD KLIK(AM) Jefferson City, MO 68147 20110330ASE KJMO(FM) Linn, MO 162262 20110330ASF KRWP(FM) Stockton, MO 78693 20110330ASG WSMS(FM) Artesia, MS 6664 20110330ASH WKOR-FM Columbus, MS 24531 20110330ASI WJWF(AM) Columbus, MS 54534 20110330ASJ WNMQ(FM) Columbus, MS 54535 20110330ASK WKOR(AM) Starkville, MS 10348 20110330ASL WMXU(FM) Starkville, MS 57710 20110330ASM WSSO(AM) Starkville, MS 57709 20110330ASN WRCQ(FM) Dunn, NC 34826 20110330ASO WFNC(AM) Fayetteville, NC 8583 20110330ASP WQSM(FM) Fayetteville, NC 8582 20110330ASQ WAAV(AM) Leland, NC 25999 20110330ASR WKXS-FM Leland, NC 25998 20110330ASS WFVL(FM) Lumberton, NC 41311 20110330AST WMGU(FM) Southern Pines, NC 46948 20110330ASU WGNI(FM) Wilmington, NC 8581 20110330ASV WMNX(FM) Wilmington, NC 8584 20110330ASW WWQQ-FM Wilmington, NC 28163 20110330ASX KACL(FM) Bismarck, ND 15967 20110330ASY KBYZ(FM) Bismarck, ND 43221 20110330ASZ KKCT(FM) Bismarck, ND 31176 20110330ATA KLXX(AM) Bismarck-Mandan, ND 43223 20110330ATB KUSB(FM) Hazelton, ND 162267 20110330ATC WRRB(FM) Arlington, NY 10780 20110330ATD WPUT(AM) Brewster, NY 67814 20110330ATE WCZX(FM) Hyde Park, NY 4587 20110330ATF WPDA(FM) Jeffersonville, NY 3655 20110330ATG WKNY(AM) Kingston, NY 10782 20110330ATH WKXP(FM) Kingston, NY 27395 20110330ATI WALL(AM) Middletown, NY 3137 20110330ATJ Federal Communications Commission DA 11-1546 23 WRRV(FM) Middletown, NY 3136 20110330ATK WFAF(FM) Mount Kisco, NY 70274 20110330ATL WDBY(FM) Patterson, NY 67815 20110330ATM WEOK(AM) Poughkeepsie, NY 71513 20110330ATN WPDH(FM) Poughkeepsie, NY 71514 20110330ATO WFAS(AM) White Plains, NY 14381 20110330ATP WFAS-FM Bronxville, NY 14380 20110330ATQ WZAD(FM) Wurtsboro, NY 74285 20110330ATR WRQN(FM) Bowling Green OH 22676 20110330ATS WNNF(FM) Cincinnati, OH 59593 20110330ATT WOFX-FM Cincinnati, OH 51725 20110330ATU WLQR-FM Delta, OH 67275 20110330ATV WXKR(FM) Port Clinton, OH 69869 20110330ATW WQXK(FM) Salem, OH 37548 20110330ATX WSOM(AM) Salem, OH 37547 20110330ATY WWWM-FM Sylvania, OH 42127 20110330ATZ WKKO(FM) Toledo, OH 22673 20110330AUA WLQR(AM) Toledo, OH 65958 20110330AUB WBBW(AM) Youngstown, OH 13667 20110330AUC WHOT-FM Youngstown, OH 13670 20110330AUD KOMS(FM) Poteau, OK 37086 20110330AUE KEHK(FM) Brownsville, OR 7989 20110330AUF KUJZ(FM) Creswell, OR 30650 20110330AUG KNRQ-FM Tualatin, OR 12501 20110330AUH KSCR(AM) Eugene, OR 30649 20110330AUI KUGN(AM) Eugene, OR 12506 20110330AUJ KZEL-FM Eugene, OR 49822 20110330AUK WNNK-FM Harrisburg, PA 32945 20110330AUL WHGB(AM) Harrisburg, PA 32944 20110330AUM WTPA(FM) Mechanicsburg, PA 54021 20110330AUN WLLF(FM) Mercer, PA 6653 20110330AUO WWIZ(FM) West Middlesex, PA 23437 20110330AUP WWKL(FM) Palmyra, PA 12050 20110330AUQ WPIC(AM) Sharon, PA 60005 20110330AUR WYFM(FM) Sharon, PA 60006 20110330AUS WSEA(FM) Atlantic Beach, SC 3221 20110330AUT WTYB(FM) Bluffton, SC 14069 20110330AOY WHSC(AM) Conway, SC 17484 20110330AUU WJXY-FM Conway, SC 17485 20110330AUV WYNN(AM) Florence, SC 22048 20110330AUW WYNN-FM Florence, SC 22049 20110330AUX WLFF(FM) Georgetown, SC 63932 20110330AUY WXJY(FM) Georgetown, SC 69835 20110330AUZ WBZF(FM) Hartsville, SC 26327 20110330AVA WTOD(AM) Hartsville, SC 26328 20110330AVB WWFN-FM Lake City, SC 21745 20110330AVC WCMG(FM) Latta, SC 72929 20110330AVD WYMB(AM) Manning, SC 11652 20110330AVE WHLZ(FM) Marion, SC 11653 20110330AVF WMXT(FM) Pamplico, SC 51420 20110330AVG Federal Communications Commission DA 11-1546 24 WDAI(FM) Pawleys Island, SC 59490 20110330AVH WSYN(FM) Surfside Beach, SC 46964 20110330AVI KDEZ(FM) Brandon, SD 166031 20110330AVJ KYBB(FM) Canton, SD 15308 20110330AVK KSOO-FM Lennox, SD 162271 20110330AVL KIKN-FM Salem, SD 61328 20110330AVM KKLS-FM Sioux Falls, SD 61324 20110330AVN KMXC(FM) Sioux Falls, SD 64711 20110330AVO KSOO(AM) Sioux Falls, SD 64710 20110330AVP KXRB(AM) Sioux Falls, SD 61322 20110330AVQ WNFN(FM) Millersville, TN 29862 20110330AVR WQQK(FM) Goodlettsville, TN 52521 20110330AVS WRQQ(FM) Belle Meade, TN 26689 20110330AVT WWTN(FM) Hendersonville, TN 31476 20110330AVU WSM-FM Nashville, TN 74065 20110330AVV KPUR(AM) Amarillo, TX 72037 20110330AVW KQIZ-FM Amarillo, TX 41567 20110330AVX KTLT(FM) Anson, TX 53194 20110330AVY KIKR(AM) Beaumont, TX 52406 20110330AVZ KQXY-FM Beaumont, TX 48918 20110330AWA KTCX(FM) Beaumont, TX 4462 20110330AWB KOOC(FM) Belton, TX 60092 20110330AWC KYYI(FM) Burkburnett, TX 58740 20110330AWD KPUR-FM Canyon, TX 72038 20110330AWE KZRK(AM) Canyon, TX 39591 20110330AWF KZRK-FM Canyon, TX 27009 20110330AWG KARX(FM) Claude, TX 33448 20110330AWH KSSM(FM) Coppers Grove, TX 10054 20110330AWI KSTB(FM) Crystal Beach, TX 18187 20110330AWJ KOLI(FM) Electra, TX 78344 20110330AWK KCDD(FM) Hamlin, TX 64656 20110330AWL KUSJ(FM) Harker Heights, TX 60803 20110330AWM KHXS(FM) Merkel, TX 50790 20110330AWN KZBT(FM) Midland, TX 35880 20110330AWO KMND(AM) Midland, TX 28201 20110330AWP KNFM(FM) Midland, TX 28202 20110330AWQ KBAT(FM) Monahans, TX 48433 20110330AWR KBED(AM) Nederland, TX 48917 20110330AWS KODM(FM) Odessa, TX 48435 20110330AWT KRIL(AM) Odessa, TX 12080 20110330AWU KGEE(FM) Pecos, TX 76852 20110330AWV KAYD-FM Silsbee, TX 31109 20110330AWW KLTD(FM) Temple, TX 53647 20110330AWX KTEM(AM) Temple, TX 63200 20110330AWY KBCY(FM) Tye, TX 68642 20110330AWZ KQHN(FM) Waskom, TX 12414 20110330AXA KLUR(FM) Wichita Falls, TX 58741 20110330AXB KQXC-FM Wichita Falls, TX 55380 20110330AXC WBRW(FM) Blacksburg, VA 5795 20110330AXD WFNR(AM) Blacksburg, VA 67588 20110330AXE Federal Communications Commission DA 11-1546 25 WNMX(FM) Christiansburg, VA 69744 20110330AXF WPSK-FM Pulaski, VA 48621 20110330AXG WRAD(AM) Radford, VA 73919 20110330AXH WWBU(FM) Radford, VA 73918 20110330AXI WNAM(AM) Neenah-Menasha, WI 50053 20110330AXJ WPKR(FM) Omro, WI 42093 20110330AXK WOSH(AM) Oshkosh, WI 69780 20110330AXL WVBO(FM) Winneconne, WI 69781 20110330AXM W261CL Athens, AL 65220 20110330AXN W280BA Madison, AL 65219 20110330AXO W229AG Atlanta, GA 88937 20110330AXP W221CG Kennesaw, GA 148961 20110330AXQ W250BC Riverdale, GA 158597 20110330AXR K285EL Rochester, MN 61327 20110330AXS K292EM Rochester, MN 61319 20110330AXT W264AK Toledo, OH 81369 20110330AXU K243BG Corvallis, OR 49823 20110330AXV K244DL Cottage Grove, OR 49820 20110330AXW K248AG Cottage Grove, OR 12502 20110330AXX K275AA Springfield, OR 30652 20110330AXY W237DE Harrisburg, PA 158598 20110330AXZ W270BZ Conway, SC 83075 20110330AYA W278AJ Blacksburg, VA 81543 20110330AYB KSAN(FM) San Mateo, CA 14484 20110331AIF KFFG(FM) Los Altos, CA 58843 20110331AIG KFOG(FM) San Francisco, CA 54770 20110331AIH KNBR(AM) San Francisco, CA 35208 20110331AII KTCT(AM) San Mateo, CA 51188 20110331AIJ WWWQ(FM) Atlanta, GA 73345 20110331AIK WNNX(FM) College Park, GA 6809 20110331AIL WRWM(FM) Lawrence, IN 71438 20110331AIM WFMS(FM) Fishers, IN 54622 20110331AIN WQKC(AM) Jeffersonville, IN 63935 20110331AIO WJJK(FM) Noblesville, IN 28609 20110331AIP WLCL(FM) Sellersburg, IN 58380 20110331AIQ WRRM(FM) Cincinnati, OH 3142 20110331AIR WGRR(FM) Hamilton, OH 72126 20110331AIS WFTK(FM) Lebanon, OH 10143 20110331AIT WGLD(AM) Manchester Twp., PA 55352 20110331AIU WSOX(FM) Red Lion, PA 55351 20110331AIV WARM-FM York, PA 73980 20110331AIW WSBA(AM) York, PA 73979 20110331AIX KTCK(AM) Dallas, TX 8773 20110331AIY KLIF-FM Haltom City, TX 27299 20110331AIZ KRBE(FM) Houston, TX 35524 20110331AJA KKLF(AM) Richardson, TX 86684 20110331AJB KTDK(FM) Sanger, TX 26146 20110331AJC KCHZ(FM) Ottawa, KS 33332 20110331AJF KFNC(FM) Beaumont, TX 52407 20110331AJG KHJK(FM) La Porte, TX 48676 20110331AJH Federal Communications Commission DA 11-1546 26 KMJK(FM) North Kansas City, MO 33713 20110331AJI KCFX(FM) Harrisonville, MO 27021 20110331AJJ KCJK(FM) Garden City, MO 87565 20110331AJK KCMO(AM) Kansan City, MO 33391 201110331AJL KCMO-FM Shawnee, KS 6385 20110331AJM KPLX(FM) Fort Worth, TX 54675 20110331AJN KLIF(AM) Dallas, TX 35061 20110331AJO K273BZ Bonner Springs, KS 143354 20110331AKE K279BI Kansas City, MO 144473 20110331AKF W273AR Paw Paw, MI 148903 20110510ADO W256BO Atlanta, GA 148550 20110510ADP Federal Communications Commission DA 11-1546 27 II. CITADEL BROADCASTING CORPORATION AND CUMULUS MEDIA, INC., STATIONS TO BE ASSIGNED TO VOLT RADIO, LLC: Call Sign Location Facility ID No. FCC File No. WELJ(FM) Montauk, NY (Citadel) 7996 20110331AID WCAT-FM Carlisle, PA (Citadel) 74557 20110331AIE WNZZ(AM) Montgomery, AL 12321 20110331AJP KYNF(FM) Prairie Grove, AR 70257 20110331AJQ WROK-FM Macon, GA 68679 20110331AJR WTYB(FM) Tybee Island, GA 14069 20110331AJS WKOR(AM) Starkville, MS 10348 20110331AJT WWKL(FM) Palmyra, PA 12050 20110331AJU WJXY-FM Conway, SC 17485 20110331AJV WXJY(FM) Georgetown, SC 69835 20110331AJW WRQQ(FM) Belle Meade, TN 26689 20110331AJX WNFN(FM) Millersville, TN 29862 20110331AJY KMJK(FM) North Kansas City, MO 33713 20110331AJZ KKLF(AM) Richardson, TX 86684 20110331AKA