EX-4.5



 Exhibit 4.5 
 THIRD SUPPLEMENTAL INDENTURE 
 This Third Supplemental Indenture is entered
into effective as of October 17, 2011 (this “Third Supplemental Indenture”), by and among Cumulus Media Holdings Inc., a Delaware corporation (the “Issuer”), as successor in interest to Cumulus Media Inc., a
Delaware corporation and the Issuer’s Parent, each of the Subsidiaries of the Issuer identified on the signature pages hereof (each, a “New Guarantor”), and U.S. Bank National Association, a banking corporation organized and
existing under the laws of the United States (the “Trustee”), as Trustee, and as transfer agent, registrar, authentication agent and paying agent under the Indenture referred to below. 

W I T N E S S E T H: 
 WHEREAS, the Issuer, the Parent and the other Guarantors named therein, and the Trustee have heretofore executed and delivered an Indenture dated as of May 13, 2011 (as heretofore supplemented by the
First Supplemental Indenture dated as of September 16, 2011 and the Second Supplemental Indenture dated as of October 16, 2011, the “Indenture”), providing for the issuance of an aggregate principal amount of $610.0
million of 7.75% Senior Notes due 2019 of the Issuer (the “Notes”); 
 WHEREAS, Section 3.7 of the
Indenture provides that, under specified circumstances, Subsidiaries of the Issuer (i) shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiaries shall unconditionally guarantee all of the
Issuer’s Obligations under the Indenture and the Notes on the terms and conditions set forth herein and under the Indenture (the “Guarantee”) and (ii) shall execute and deliver a joinder agreement to the Registration
Rights Agreement; and 
 WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, each New Guarantor and the Trustee
are authorized to execute and deliver this Third Supplemental Indenture without consent of the Holders. 
 NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

ARTICLE I  

DEFINITIONS 
 SECTION 1.1 Defined Terms. Terms defined in the Indenture are used in this Third Supplemental Indenture as therein defined. The words “herein,” “hereof” and
“hereby” and other words of similar import used in this Third Supplemental Indenture refer to this Third Supplemental Indenture as a whole and not to any particular section hereof. 







 ARTICLE II  
 REPRESENTATIONS; AGREEMENT TO BE BOUND; GUARANTEE 
 SECTION
2.1 Representations. Each New Guarantor represents and warrants to the Trustee as follows: 
 (i) It is duly
organized, validly existing and in good standing under the laws of its jurisdiction of organization. 
 (ii) The execution,
delivery and performance by it of this Third Supplemental Indenture have been authorized and approved by all necessary corporate or limited liability company action on its part. 

SECTION 2.2 Agreement to be Bound. Pursuant to Section 3.7 of the Indenture, each New Guarantor hereby becomes a party
to the Indenture as a Subsidiary Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each New Guarantor agrees to be bound by all of the provisions
of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 
 SECTION 2.3 Guarantee. Pursuant to Section 3.7 of the Indenture, each New Guarantor agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and
irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior unsecured basis. 
 ARTICLE III  
 MISCELLANEOUS 

SECTION 3.1 Notices. All notices and other communications to each New Guarantor shall be given as provided in the Indenture.

 SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person,
firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or the Indenture or any provision herein or therein contained. 

SECTION 3.3 Governing Law. This Third Supplemental Indenture shall be governed by, and construed in accordance with, the laws
of the State of New York. 
 SECTION 3.4 Severability Clause. In case any provision in this Third Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability. 

  
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 SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Third Supplemental Indenture in counterparts, all of which together shall constitute one and the same
agreement. 
 SECTION 3.7 Headings. The headings of the Articles and the Sections in this Third Supplemental
Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 
 SECTION 3.8 Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture. 

[Signature pages follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the date first above written. 
  

			
	CUMULUS MEDIA HOLDINGS INC.
		
	By:	 	 /s/ Linda A. Hill

		 	Name: Linda A. Hill
		 	 Title: Vice President, Corporate Controller and
           Chief Accounting Officer

	
	OKLAHOMA RADIO PARTNERS, LLC
		
	By:	 	 /s/ Linda A. Hill

		 	Name: Linda A. Hill
		 	Title: Vice President
	
	RADIO METROPLEX, INC.
		
	By:	 	 /s/ Linda A. Hill

		 	Name: Linda A. Hill
		 	Title: Vice President
	
	CITADEL BROADCASTING COMPANY
		
	By:	 	 /s/ Linda A. Hill

		 	Name: Linda A. Hill
		 	Title: Vice President
	
	 AVIATION I, LLC

		
	By:	 	 /s/ Linda A. Hill

		 	Name: Linda A. Hill
		 	Title: Vice President
	
	KLIF BROADCASTING, INC.
		
	By:	 	 /s/ Linda A. Hill

		 	Name: Linda A. Hill
		 	Title: Vice President


 [Third Supplemental Indenture Signature Page] 








			
	 U.S. BANK NATIONAL ASSOCIATION, as
 Trustee, Transfer Agent, Registrar, Authentication
 Agent and Paying Agent

		
	By:	 	 /s/ William B. Echols

		 	Name: William B. Echols
		 	Title: Vice President


 [Third Supplemental Indenture Signature Page]