EX-10.4 MANAGEMENT AGREEMENT



 







EXHIBIT
10.4




MANAGEMENT AGREEMENT




     THIS MANAGEMENT AGREEMENT (this “Agreement”) is dated as of May 3, 2006 (the “Effective
Date”), by and between CMP SUSQUEHANNA HOLDINGS CORP., a Delaware corporation (including any
successor entity that becomes its new parent, “IPO Corp”), and CUMULUS MEDIA INC., a Delaware
corporation (“Manager”).



W I
T N E S S E T H:




     WHEREAS, IPO Corp has formed a wholly owned subsidiary organized for the purpose of (i)
acquiring all of the radio operations of Susquehanna Pfaltzgraff Co. and its direct and indirect
subsidiaries, and (ii) acquiring all of the radio operations of radio stations located in Houston,
Texas identified by the call letters KFNC FM and KIOL FM, and the radio stations located in Kansas
City, Missouri identified by the call letters KCHZ FM and KMJK FM (collectively the “Stations”);
and



     WHEREAS, Manager and the other equityholders of Cumulus Media Partners, LLC, a Delaware
limited liability company (“CMP”), the parent of IPO Corp have entered into a Capital Contribution
Agreement dated as of October 31, 2005, which, among other things, contemplated the execution and
delivery of this Agreement by IPO Corp and Manager coincident with CMP’s acquisition of the
Stations through a wholly owned subsidiary;



     NOW, THEREFORE, in consideration of the foregoing premises and the covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:



ARTICLE I MANAGEMENT SERVICES




     Section 1.1 Management Services.




     (a) Subject to the ultimate supervision and control of the board of directors of
IPO Corp (the “Board”), during the term of this Agreement Manager shall manage, as further
described herein, the business (the “Business”) of IPO Corp and its direct and indirect
subsidiaries (collectively the “Companies”). Specifically, Manager shall have responsibility for
Operations Services and Corporate Development Services for the Companies and the Business. For the
purposes of this Agreement, “Operations Services” shall include the following management functions
and services “above” the market level operations: sales, programming, marketing, technical,
finance, accounting, treasury, administrative, internal audit, use of corporate headquarters,
legal, human resources, risk management and information technology (which includes making Manager’s
above the market systems available to the Companies). For the purposes of this Agreement,
“Corporate Development Services” shall include evaluation and consummation of divestitures,
acquisitions, swaps, signal upgrades, move-ins, format changes, new revenue streams and high
definition build-out and development. The services to be performed by Manager pursuant to this
Section 1.1 are herein sometimes referred to as the




 









 





“Management Services.” The Management Services shall not include (i) the exercise by IPO Corp of
its rights and obligations under this Agreement, which rights and obligations shall be exercised
and performed by, or as directed by, the Board or (ii) the utilization of third parties to perform
professional services, it being understood and agreed that third parties should only be hired or
engaged to perform professional services to the extent (with respect to scope of services and
levels of compensation) and under circumstances reasonably consistent with how Manager would
engage such third parties to perform professional services in running its own business (other than
under extraordinary circumstances).




     (b) To the extent that operating, financial or other data relating to the Companies is housed
on systems owned or shared by Manager and/or the Companies, the parties understand and agree that
any such data is owned by the Companies and will promptly be returned by Manager to the Companies
upon termination of this Agreement.



     (c) Without limiting Manager’s obligations as described under (a) above, Manager shall provide
to the IPO Corp. and its subsidiaries the services of its officers
who serve in the same or
comparable positions at Manager who, during the term of this Agreement, shall serve as the Chief
Executive Officer (“CEO”), chief financial officer, chief accounting officer, chief information
officer, general counsel, and Executive Vice Presidents (“EVPs”) of IPO Corp. and its subsidiaries,
and such individuals will supervise and direct the Management Services, as well as perform the
other functions specified in this paragraph (c). Any such individuals provided by Manager shall
serve the Companies in a dual capacity (holding the same offices in the Companies as they hold in
Manager) and (subject to such reasonable changes as may be called for by the Board) have the
authority, responsibility and duties customarily attendant to such offices and (i) in the case of
the CEO, will, subject to the authority of the Board, be responsible for, among other things,
executive-level supervision of all operations and functions of the Companies and the Business,
recommendations for strategic direction and the general implementation of IPO Corp’s business or
operating plan and (ii) in the case of the EVPs, will, subject to the authority of the CEO, be
responsible for, among other things, performing executive-level functions as assigned from time to
time by the CEO. During the term of this Agreement, Manager shall augment its management staff as
necessary to perform the Management Services.



     (d) The
Management Services shall be performed by Manager (i) with such care as a prudent
manager would use in the conduct of its own affairs, (ii) with a view to maximizing the long-term
value of the Companies and achieving Manager’s forecasts, and (iii)with no less diligence and
dedication as the individuals providing such Management Services apply in rendering comparable
services (including decisions with respect to the hiring or engagement of third parties) to Manager
and its subsidiaries. The Operations Services shall be consistent in all material respects with
IPO Corp’s Management Integration Plan attached hereto as Annex 1, and otherwise reasonably
consistent, to the extent applicable, with how Manager operates its business. The Corporate
Development Services shall be subject to reasonable and customary review and approval by the Board,
and Manager shall provide to the Board such information as it may from time to time reasonably
request in order to facilitate such review.



     (e) In the event of a proposed sale of the Business or a public offering of securities of IPO
Corp. or one of its wholly owning parents or wholly owned subsidiaries, the



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Manager will cause the individuals who are providing the Management Services to provide such
services in connection therewith on a comparable basis, and with the same degree of good faith
diligence, that Manager would reasonably be expected to require of such individuals if the Manager
itself were being sold or undertaking an initial public offering, in each case with a view to
maximizing the price at which the Business would be sold or at which such securities would be
offered to the public.




     Section 1.2 Manager Employees. Manager will, in performing the Management Services,
make available and use the services of such other officers and other corporate level employees
(i.e., employees above the market level) of Manager and its affiliates as may be necessary to
perform the Management Services, and Manager will augment its own staff (including, without
limitation, hiring appropriate regional managers) as may be necessary in order to enable it to
perform the Management Services in accordance with this Agreement. It is understood and agreed that
all executive personnel described in Section 1.1 and any such other officers and employees of
Manager and its affiliates so made available and used pursuant to this Section 1.2 will continue to
be employees of Manager and its affiliates, and that Manager and its affiliates, and not the
Companies, will be responsible for all of their salary, employee benefits and related employment
compensation expense. IPO Corp acknowledges and agrees that such officers and other employees of
Manager and its affiliates shall continue to perform services for Manager and its affiliates and
that they will be devoting such portion of their time to the business of the Companies as is
reasonably necessary for Manager to perform the Management Services hereunder.



     Section 1.3 Supervisory Role of Board of Directors. The providing of Management
Services by Manager hereunder shall always be subject to the direction and control of the Board.



     Section 1.4 Information.




     (a) During the term of this Agreement, Manager and IPO Corp shall each, and IPO Corp shall
cause the Companies to, at the reasonable request of the other, supply the other with the
information reasonably requested in connection with the performance of the Management
Services in accordance with this Agreement (including pursuant to
Section 2.3). Any such information
shall be made available concurrently to the PE Investors to the extent requested by any of them.



     (b) Manager shall, or shall cause the CEO or an EVP to, notify the Board as promptly as
practicable after the occurrence of any of the following:




	 	(i)	 	receipt by Manager of any written notice from
any governmental agency of any claim or legal process or notification
that, in the reasonable opinion of Manager, is or has a reasonable
likelihood of becoming material to the Companies (taken as a whole) or
any individual market in which the Company operates; or
	 
	 	(ii)	 	any other development that, in the reasonable
opinion of Manager, materially affects or has a reasonable likelihood
of materially affecting the Companies (taken as a whole) or any
individual




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	 	 	 	market in which the Company operates, or the ability of Manager to
fulfill its obligations under this Agreement.





     Section 1.5 Compliance with Applicable Law. Manager will perform the Management
Services in compliance in all material respects with applicable law.



     Section 1.6 Reimbursement for Expenses. The compensation to be paid to Manager as
provided in Article II does not include, and IPO Corp agrees to promptly reimburse Manager for,
all direct professional and similar third party expenses incurred by Manager in performing the
Management Services, including, without limitation, expenses for audit, legal, tax, insurance and
similar third party services, and all travel, lodging and similar and other customarily
reimbursable costs, but only to the extent that Manager incurs such third party expenses in
connection with operating its own business under similar circumstances. Manager should not incur
such reimbursable expenses except generally in accordance with the budget approved by the Board
(other than under extraordinary circumstances), to the extent the types of such services are
customarily provided for in a budget (e.g., professional services in respect of
acquisitions/divestitures will not be budgeted).



     Section 1.7 Arm’s Length Transactions. Notwithstanding any other provision of this
Agreement, (a) all transactions between the Companies and Manager or any of its affiliates or
otherwise arranged by Manager and involving or for the benefit of the Companies, including without
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, shall be on a basis that is at least as favorable to the
Companies as if the Companies were to obtain the products or services to which such transactions
relate from an independent third party as arranged by the Companies, and (b) all material
agreements between Manager or any affiliate of Manager and one or more of the Companies must be
approved in advance by the Board. At each meeting of the Board, Manager shall review with the Board
any such material agreements that are proposed to be entered into by the Companies and Manager or
any affiliate of Manager. Notwithstanding the foregoing, to the extent Manager maintains programs
(whether in-house or with a third party) for the provision of training to its own employees,
Manager will make available to employees of the Companies, and Manager employees providing services
to the Companies pursuant to this Agreement, the same training opportunities at the same cost
incurred by Manager, including but not limited to any such training opportunities provided to
Manager at zero cost.



     Section 1.8 Indemnification.




     (a) IPO Corp agrees to indemnify and hold Manager, its subsidiaries, and its
and their respective directors, officers, employees, agents and representatives (collectively, the
“Indemnified Parties”) harmless from and against any and all actions, claims, losses, damages,
liabilities or costs (and all actions in respect thereof and any legal or other expenses in giving
testimony or furnishing documents in response to a subpoena or otherwise and whether or not a
party thereto), whether or not arising out of third party claims, including reasonable legal fees
and expenses in connection with, and other costs of, investigating, preparing or defending any
such action, whether or not in connection with litigation in which an Indemnified Party is a
party, and as and when incurred, caused by, relating to, based upon or arising out of or in
connection



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with (directly or indirectly), including prior to the Effective Date, the Management Services
contemplated by this Agreement or the engagement of the Indemnified Parties pursuant to, and such
Indemnified Party’s performance of its obligations under, this Agreement; provided,
however, that such indemnity shall not apply to any action, claim, damage, liability or cost to
the extent such action, claim, damage, liability or cost has been finally adjudicated by a court of
competent jurisdiction to have resulted from the gross negligence or willful misconduct of any one
or more of the Indemnified Parties (including, without limitation any consultants, independent
contractors or other third parties engaged by them if, but only if, the Indemnified Parties were
grossly negligent in selecting such third parties); provided,
further, that such indemnity
shall not apply to claims arising out of the employment by an Indemnified Party or failure by an
Indemnified Party to employ any person by one or more of the
Indemnified Parties; provided,
however, that neither (i) the taking of any action by Manager specifically directed by the
Board to be taken by Manager nor (ii) the failure of Manager to take action specifically
recommended to the Board by Manager that the Board directed Manager not to take, shall, (A) for
purposes of the preceding provision or Section 1.9, constitute gross negligence or willful
misconduct, or (B) constitute an employment matter as to which Manager is not entitled to
indemnification for the purpose of the immediately preceding proviso above. Any claim by any of the
Companies or by or on behalf of the stockholders or any other affiliate of Manager will not be
indemnifiable pursuant to this Section 1.8.




     (b) If any action, proceeding or investigation is commenced for which an
Indemnified Party proposes to demand such indemnification, it will notify IPO Corp with reasonable
promptness; provided, however, that any failure by an Indemnified Party to notify IPO Corp
will not relieve IPO Corp from its obligations hereunder, except to the extent that such failure
shall have prejudiced the defense of such action. IPO Corp. shall promptly pay expenses reasonably
and actually incurred by an Indemnified Party (including the reasonable fees and expenses of
counsel) in investigating, defending or settling (subject to the provisions of this Section
1.8(b)) any action, claim proceeding or investigation in which an Indemnified Party is a party or
is threatened to be made a party in advance of the final disposition of such action, proceeding,
or investigation upon submission of invoices therefor. Manager, on behalf of each Indemnified
Party, hereby undertakes, and IPO Corp. hereby accepts its undertaking, to repay any and all such
amounts so advanced if it shall ultimately be determined that such Indemnified Party is not
entitled to be indemnified therefor. If any such action, proceeding, or investigation in which an
Indemnified Party is a party is also against any of the Companies, the Indemnified Party may
provide the Companies with legal representation by the same counsel who represents the Indemnified
Party. Notwithstanding anything herein to the contrary, in connection with any such action,
proceeding or investigation in respect of which indemnification may be sought hereunder, IPO Corp
may assume the defense thereof with counsel reasonably selected by it; provided, however,
that if there are actual or potential conflicts of interest between such Indemnified Party and IPO
Corp, then such Indemnified Party shall be entitled to use separate counsel of its own choice, and
IPO Corp agrees to pay reasonable fees and expenses of such counsel; provided, however
that IPO Corp will only be required to pay such fees for one separate counsel engaged to represent
all Indemnified Parties. Nothing herein shall prevent the Indemnified Parties from using more than
one separate counsel of their own choice at their own expense. IPO Corp shall only be liable for
settlements of claims against any Indemnified Party made with IPO Corp’s written consent. IPO Corp
shall not, in defense of any such claim involving an Indemnified Party, except with the prior
written consent of such Indemnified Party,




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consent to the entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff in question to such Indemnified
Party and any affiliates of such Indemnified Party and any affiliates of such Indemnified Party
named in such claim of an unqualified release of all liabilities in respect of such claims.




     (c) IPO Corp agrees that if any indemnification sought by any Indemnified
Party pursuant to this Section 1.8 is unavailable for any reason or is insufficient to hold the
Indemnified Party harmless against any liabilities referred to herein, then IPO Corp shall
contribute to the liabilities for which such indemnification is held unavailable or insufficient in
such proportion as is appropriate to reflect the relative benefits received (or anticipated to be
received) by IPO Corp, on the one hand, and the Indemnified Party, on the other hand, in connection
with the transactions which gave rise to such liabilities or, if such allocation is not permitted
by applicable law, not only such relative benefits but also the relative faults of IPO Corp, on the
one hand, and the Indemnified Party, on the other hand, as well as any other equitable
considerations.




     Section 1.9
Directors and Officers Insurance; Indemnification of Individual
Officers. IPO Corp shall provide the individuals serving in the capacities specified in Section 1.1(b)
with (a) the coverage available to the officers of IPO Corp under IPO Corp’s policies of directors
and officers insurance, if any, and (b) the indemnification provided by IPO Corp’s bylaws and
Certificate of Incorporation available to the officers of IPO Corp.



ARTICLE II




COMPENSATION TO MANAGER




     Section 2.1 Management Fee. During the term of this Agreement, IPO Corp shall pay to
the Manager an annual management fee (the “Management Fee”) equal to the greater of (i) $4.0
million or (ii) 4.0% of the Companies’ earnings before interest, taxes, depreciation, and
amortization on a consolidated basis, calculated before deduction of the Management Fee, and the
monitoring fees to members of CMP (“Adjusted EBITDA”).



     Section 2.2 Payments. The Management Fee shall be payable on a quarterly basis as
follows:



     (a) On the first day of each calendar quarter (January 1, April 1, July 1 and October 1)
respectively, IPO Corp shall pay to Manager the sum of $1 million (the “Minimum Payment”).



     (b) Within forty-five (45) days after the end of each calendar year, Manager shall calculate
Adjusted EBITDA on a cumulative basis for such calendar year. IPO Corp shall provide Manager with
prompt access to all financial and other information reasonably necessary or requested by Manager
in connection with such calculation, and otherwise cooperate as reasonably requested with Manager in
respect thereof. Manager shall also calculate the aggregate Management Fee payable in accordance
with Section 2.1 above for the calendar year, and compare such calculation with the aggregate
Minimum Payment that has been paid for such year. Manager shall provide such calculations to the
Board with either (i) an invoice for any



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additional amount of Management Fee payable to Manager, which invoice shall be due and payable
promptly after receipt thereof, or (ii) a certification that no additional amount of Management Fee
is payable.




     (c) To the extent IPO Corp cannot pay the Management Fee in cash for any
reason, including by reason of constraints imposed by any debt financing of IPO Corp or its
subsidiaries, the payment to Manager of the accrued and payable Management Fee will be deferred
until the date payment in cash of such deferred Management Fee is not otherwise prohibited under
any such contract applicable to IPO Corp and is otherwise able to be made. Any installment of the
Management Fee not paid on the scheduled due date will bear interest at the per annum rate of 10%,
compounded quarterly from the date due until the date of payment.




     Section 2.3 Audit. IPO Corp shall have the right to audit the calculation of the
Management Fee by Manager as reasonably directed from time to time by the Board, including but not
limited to being provided access to invoices for, or other relevant information regarding, the
engagement of third parties to perform professional services to the Companies and, by way of
verification, and subject to appropriate restrictions for confidentiality and privilege, comparable
invoices or other relevant information for the engagement of third parties engaged to perform
professional services for Manager or any of its affiliates. Manager shall cooperate with such audit
as reasonably requested by IPO Corp. Should any adjustment to the Management Fee theretofore paid
to Manager be required as a result of any such audit, then the party responsible for such
adjustment shall promptly pay the amount of such adjustment to the other party.



     Section 2.4 Prorations. The Management Fee shall be prorated for any partial quarters
occurring during the term hereof.



ARTICLE III




TERM OF AGREEMENT; EARLY TERMINATION




     Section 3.1 Term of Agreement. The term of this Agreement commences on the Effective
Date and will end on the third (3rd) anniversary of the date of this Agreement, unless
terminated earlier pursuant to Section 3.2 hereof, or renewed pursuant to Section 3.3 hereof.



     Section 3.2 Early Termination.




     (a) IPO Corp may terminate this Agreement with immediate effect by written notice to Manager
given within 90 days of the occurrence of a Change of Control or a Management Turnover (each as
defined in Section 5.9 hereof).



     (b) IPO Corp may terminate this Agreement by a majority vote of the members of the Board who
are not designees or employees of the Manager or any of its affiliates, if Manager shall have
willfully committed a material act of fraud or gross misconduct in performing its obligations
hereunder, and such act first occurs during the term of this Agreement, which date of termination
shall be specified in a written notice of termination to Manager given by the Board, which notice
specifies in reasonable detail the basis, pursuant to this Section 3.2(b), for such termination.



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     (c) IPO Corp may terminate this Agreement at any time upon thirty (30) days written notice to
Manager.



     (d) Immediately
upon any termination of this Agreement pursuant to Sections 3.2(a) or 3.2(b),
Manager shall be entitled to any accrued and unpaid compensation owed to Manager pursuant to the
terms of this Agreement through the date of such termination. In the event of a termination of
the term of this Agreement pursuant to Section 3.2(c), IPO Corp shall continue to pay the
Management Fee when and as due as if the term of this Agreement had not been terminated (i) based
on the Adjusted EBITDA for the last twelve months prior to such termination should such termination
occur on or subsequent to the second (2nd) anniversary of the date hereof, and (ii)
based on 110% of the Adjusted EBITDA for the last twelve months prior to such termination should
such termination occur prior to the second anniversary of the date hereof.



     Section 3.3 Renewal. IPO Corp shall have the right to renew this Agreement for an
additional twenty-four (24) months by written notice to Manager received no later than ninety (90)
days prior to the third (3rd) anniversary hereof (the “Renewal Notice Deadline”).
Manager shall send to the members of the Board written notice (“Renewal Option Notice”) of such
renewal option (which notice shall describe the renewal provisions of this Section 3.3) no later
than thirty (30) days prior to the Renewal Notice Deadline. Any period of delay in the receipt by
the Board of the Renewal Option Notice will defer the Renewal Notice Deadline for a period
commensurate with the period of any such delay. In the event of such a renewal, all the terms and
conditions of this Agreement shall apply to such renewal period.



     Section 3.4 Transition Services. In the event of any termination of this Agreement,
Manager will, at the request of the Board and for a period not to exceed six months after the
effectiveness of such termination (the “Transition Period”), either (i) continue to provide
Management Services for the Management Fee as provided hereunder or (ii) provide some but not all
of the Management Services for a management fee to be agreed to by the parties hereto, in either
case with a view toward facilitating an orderly transition (including the possible migration of
systems) to a new management team or outside manager and new systems. Any Management Fee or other
amounts due to manager in respect of such transition services will be paid to Manager at the end
of the Transition Period.



     Section 3.5 Survival and Termination. The provisions of Sections 1.6, 1.8, 1.9, 1.10,
3.2(d) and 3.4 shall survive the termination of this Agreement, as will any claim that either
party may have against the other in respect of an alleged breach of this Agreement.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     Section 4.1 Representations and Warranties of Each Party. Each of the parties hereto
represents and warrants to the other that, as of the date hereof:



     (a) it is duly organized, validly existing and in good standing under the laws
of the jurisdiction in which it is formed and has all requisite corporate or limited liability



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company authority to own its property and assets and to conduct its business as presently
conducted or proposed to be conducted under this Agreement;




     (b) it has the corporate or limited liability company power and authority to execute, deliver
and perform its obligations under this Agreement;



     (c) all necessary action has been taken to authorize its execution, delivery and performance
of this Agreement and this Agreement constitutes its legal, valid and binding obligation
enforceable against it in accordance with its respective terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, moratorium and other similar laws affecting the
rights of creditors generally and by general principles of equity;



     (d) neither its execution and delivery of this Agreement nor the performance of its
obligations hereunder will:




	 	(i)	 	conflict with or violate any provision of its
certificate of incorporation or by-laws or certificate of formation and
limited liability company agreement, as applicable;
	 
	 	(ii)	 	conflict with, violate or result in a breach
of any constitution, law, judgment, regulation or order of any
governmental authority applicable to it; or
	 
	 	(iii)	 	conflict with, violate or result in a breach
of or constitute a default under or result in the imposition or
creation of any mortgage, pledge, lien, security interest or other
encumbrance under any term or condition of any mortgage, indenture,
loan agreement or other agreement to which it is a party or by which
its properties or assets are bound;





     (e) no approval, authorization, order or consent of, or declaration, registration or filing
with any governmental authority or third party is required for its valid execution, delivery and
performance of this Agreement, except such as have been duly obtained or made, other than filings
with the FCC for informational purposes; and



     (f) there is no action, suit or proceeding, at law or in equity, by or before any court,
tribunal or governmental authority or third party pending, or, to its knowledge, threatened, which,
if adversely determined, would materially and adversely affect its ability to perform its
obligations hereunder or the validity or enforceability of this Agreement.



ARTICLE V




MISCELLANEOUS




     Section 5.1 Notices. All notices, requests and other communications hereunder must be
in writing and will be deemed to have been duly given only if delivered personally, by nationally
recognized overnight courier service, or by facsimile transmission (with receipt acknowledged)



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or mailed (first class postage prepaid) to the parties at the following addresses or facsimile
numbers:



If to IPO Corp:



CMP Susquehanna Holdings

Corp. 3535 Piedmont Road

Building 14, 14th Floor

Atlanta, Georgia 30305

Attention: Board of Directors

Facsimile: (404) 443-0742



If to Manager:



Cumulus Media Inc.

3535 Piedmont Road

Building 14, 14th Floor

Atlanta, Georgia 30305

Attention: Lewis W. Dickey, Jr.

Facsimile: (404) 443-0742



All such notices, requests and other communications will (i) if delivered personally or by
overnight courier service to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this
Section, be deemed given upon confirmation of transmission, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be deemed given upon receipt (in
each case regardless of whether such notice, request or other communication is received by any
other person to whom a copy of such notice, request or other communication is to be delivered
pursuant to this Section). Any party from time to time may change its address, facsimile number or
other information for the purpose of notices to that party by giving notice specifying such change
to the other parties hereto.




     Section 5.2
Entire Agreement; Effective Date. This Agreement supersedes all prior
discussions and agreements between the parties (and their affiliates) with respect to the subject
matter hereof and contain the sole and entire agreement between the parties hereto with respect to
the subject matter hereof. This Agreement will automatically become effective, without further
action of the parties, on the Effective Date.



     Section 5.3 Waiver. Any term or condition of this Agreement may be waived at any time
by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party waiving such term or
condition. No waiver by any party of any term or condition of this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under this Agreement or by
law or otherwise afforded, will be cumulative and not alternative.



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     Section 5.4 Amendment. This Agreement may be amended, supplemented or modified only
by a written instrument duly executed by or on behalf of each party hereto.



     Section 5.5 No Third-Party Beneficiary. Except as provided in Sections 1.8 hereof,
the terms and provisions of this Agreement are intended solely for the benefit of each party
hereto and their respective successors or permitted assigns, and it is not the intention of the
parties to confer third-party beneficiary rights upon any other person.



     Section 5.6
No Assignment; Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by either party hereto without the prior written
consent of the other party hereto and any attempt to do so will be void, except for assignments
and transfers by operation of law. Subject to the preceding sentence, this Agreement is binding
upon, inures to the benefit of and is enforceable by, the parties and their respective successors
and assigns.



     Section 5.7 Headings. The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.



     Section 5.8 Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the rights or
obligations of any party hereto under this Agreement will not be materially and adversely affected
thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof,
(c) the remaining provisions of this Agreement will remain in full force and effect and will not
be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and
(d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically
as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.



     Section 5.9 Definitions. When used in this Agreement, the following terms shall have
meaning ascribed to them below:



     (a) “Affiliate”
shall have the meaning assigned to such term in Rule 405 promulgated under the
Securities Act of 1933, as amended.



     (b) “Exchange Act” means the Securities Exchange Act of 1934.



     (c) “Change of Control” means if at any time any of the following events shall have occurred:




	 	(i)	 	CMP or IPO Corp is merged or consolidated or
reorganized into or with another corporation or other legal person, and
as a result of such merger, consolidation or reorganization less than a
majority of the combined voting power of the then outstanding
securities of such corporation or person immediately after such
transaction are held in the aggregate by the holders of shares of
common stock of CMP or IPO Corp, as the case may be, outstanding
immediately prior to such transaction;





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	 	(ii)	 	the Companies sell or otherwise transfer all or substantially
all of their assets to any other corporation (other than a
subsidiary) or other legal person, and less than a majority of the
combined voting power of the then outstanding securities of such
corporation or person immediately after such sale or transfer is held
in the aggregate by the holders of shares of common stock of CMP or
IPO Corp, as the case may be, outstanding immediately prior to such
sale or transfer;
	 
	 	(iii)	 	if, at any time after any public offering of
any of IPO Corp’s equity securities, any “person” (as such term is
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a
“beneficial owner” (as such term is defined in Rule 13d(3) promulgated
under the Exchange Act) (other than IPO Corp, any trustee or other
fiduciary holding securities under an employee benefit plan of IPO
Corp, any PE Investor or any corporation owned, directly or
indirectly, by the stockholders of IPO Corp in substantially the same
proportions as their ownership of stock of IPO Corp), directly or
indirectly, of securities of IPO Corp representing more than 50% of
the combined voting power of IPO Corp’s then outstanding securities,
or any person becomes the beneficial owner of securities representing
more than 50% of the combined voting power of Cumulus; or
	 
	 	(iv)	 	the stockholders of IPO Corp approve a plan of
complete liquidation or dissolution of IPO Corp.





     (d) “Management Turnover” means that three or more of the following executive officers of
Manager cease to be executive officers of Manager: Lewis W. Dickey,
Jr., John W. Dickey, Jonathan
Pinch or Martin R. Gausvik, or two or more of the foregoing executive officers of Manager cease to
be executive officers of Manager if one out of the two includes Lewis W. Dickey, Jr.



     (e) “PE Investors” means Bain Capital Fund VIII, L.P., Blackstone Capital Partners IV L.P. and
Thomas H. Lee Equity Fund V, L.P. and their affiliated investment funds.



     Section 5.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.



     Section 5.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument.



[The remainder of this page is intentionally left blank]




12









 





     IN WITNESS WHEREOF, each of the parties hereto has caused this Management Agreement to be
executed on its behalf by its duly authorized officer as of the date first above written.



	 	 	 	 	 
	 	CMP SUSQUEHANNA HOLDINGS CORP.

 	 
	 	By:  	
/s/
Lewis W. Dickey, Jr.	 
	 	 	Name:  	Lewis W. Dickey, Jr.    	 
	 	 	Title: 	Chairman, President and Chief
Executive Officer 	 
	 
	 	CUMULUS MEDIA INC.

 	 
	 	By:  	
/s/
Lewis W. Dickey, Jr.	 
	 	 	Name:  	Lewis W. Dickey, Jr.    	 
	 	 	Title: 	Chairman, President and Chief
Executive Officer 	 
	 




13









 





Annex 1




Management Integration Plan




Synergy overview




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Department	 	Line Item	 	Amount	 	 	Explanation	 	Expected Timing	 	Commentary
	Technical	 	Salaries	 	$	2,053,221	 	 	Consolidate
Management positions All stations will be
HD ready with solid state
transmitters, no tubes required
in the future
	 	90 Days	 	 
	 	 	Tubes	 	 	125,000	 	 	Removed 100% of expense
	 	Prorated over 12 months	 	 
	 	 	 	 	 	 	 	 	associated with tubes,
remainder is attributable to
supplies
	 	 	 	 
	 	 	Travel	 	 	50,000	 	 	With a reduction in Technical
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	staff, Cumulus will be able to
	 	12 months	 	 
	 	 	 	 	 	 	 	 	reduce this expense — approx.
$1 ,300 per emp.
	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	Total	 	$	2,228,221	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Programming	 	Salaries	 	$	2,056,582	 	 	Consolidate Management positions
	 	12 months	 	 
	 	 	Research	 	 	1,000,000	 	 	Cumulus in-house research can
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	duplicate existing projects for
	 	12 months	 	 
	 	 	 	 	 	 	 	 	1/3 the price- able to complete
at cost
	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	Total	 	$	3,056,582	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Sales	 	Salaries	 	$	662,451	 	 	Consolidate Management
	 	90 Days	 	 
	 	 	 	 	 	 	 	 	positions Over two year period,
commission will be reduced
through restructuring
commission plans
	 	 	 	 
	 	 	Local Commissions	 	 	1,800,000	 	 	$900,000 for
each of the first
two years
	 	Prorated over 24 months	 	 
	 	 	 	 	 	 	 	 	National Rep Commission will be
at 7% from current rate of 10%.
Based on Cumulus’ current deal
at 7.5%,
	 	 	 	 







1









 





Synergy overview




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Department	 	Line Item	 	Amount	 	 	Explanation	 	Expected Timing	 	Commentary
	 	 	National Rep Comm	 	 	1,500,000	 	 	receiving further reduction in
	 	90 Days	 	 
	 	 	 	 	 	 	 	 	rate with increased revenue
	 	 	 	 
	 	 	Sales, Adv & Merch	 	 	300,000	 	 	Will use barter more
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	effectively for client
	 	12 months	 	 
	 	 	 	 	 	 	 	 	merchandising — in proportion
to CMLS existing business
	 	 	 	 
	 	 	Sales Research	 	 	400,000	 	 	Cumulus in-house research can
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	duplicate existing projects for
	 	12 months	 	 
	 	 	 	 	 	 	 	 	1/3 the price
	 	 	 	 
	 	 	Travel	 	 	100,000	 	 	Will use barter more
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	effectively to reduce this
	 	12 months	 	 
	 	 	 	 	 	 	 	 	expense — Employee reductions
	 	 	 	 
	 	 	Entertainment	 	 	200,000	 	 	Will use barter more
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	effectively to reduce this
	 	12 months	 	 
	 	 	 	 	 	 	 	 	expense — Employee reductions
	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	Total	 	$	4,962,451	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Promotions	 	Salaries	 	$	557,048	 	 	Consolidate Management positions
	 	90 Days	 	 
	 	 	On - Air Promotions	 	 	600,000	 	 	Reduce cash promotion on
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	selected stations — budgeted
	 	12 months	 	 
	 	 	 	 	 	 	 	 	proportionately to Cumulus
	 	 	 	 
	 	 	Off - Air Promotions	 	 	300,000	 	 	Reduce non essential giveaways
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	at remotes — budgeted
	 	12 months	 	 
	 	 	 	 	 	 	 	 	proportionately to Cumulus
	 	 	 	 
	 	 	Media Promotions	 	 	1,600,000	 	 	Use barter to supplement cash
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	media buys — cut by 20% for
	 	12 months	 	 
	 	 	 	 	 	 	 	 	similar amount as Cumulus
	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	Total	 	$	3,057,048	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	G&A	 	Salaries	 	$	3,086,978	 	 	Consolidate Management positions
	 	90 Days	 	 
	 	 	Supplies	 	 	100,000	 	 	Reduce spending this line item
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	per Cumulus norms
	 	12 months	 	 
	 	 	Dues	 	 	100,000	 	 	Eliminate unnecessary
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	subscriptions -streamlined at
	 	12 months	 	 
	 	 	 	 	 	 	 	 	the corporate level
	 	 	 	 







2









 








Synergy overview




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Department	 	Line Item	 	Amount	 	 	Explanation	 	Expected Timing	 	Commentary
	 	 	Travel	 	 	70,000	 	 	With a reduction of staff
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	we will be able to reduce
	 	12 months	 	 
	 	 	 	 	 	 	 	 	this expense — $10,000 per
market manager eliminated
	 	 	 	 
	 	 	Meeting	 	 	150,000	 	 	With a reduction of staff
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	we will be able to reduce
	 	12 months	 	 
	 	 	 	 	 	 	 	 	this expense — $21 ,500 per
market manager eliminated
	 	 	 	 
	 	 	Insurance	 	 	200,000	 	 	Will get a better rate with
	 	90 Days	 	 
	 	 	 	 	 	 	 	 	better purchasing power
	 	 	 	 
	 	 	Employee Benefits	 	 	1,000,000	 	 	Convert benefits that are
	 	90 Days	 	 
	 	 	 	 	 	 	 	 	comparable to Cumulus
benefits
	 	 	 	 
	 	 	Professional Fees	 	 	200,000	 	 	Some legal expenses will be
	 	90 Days and prorated over	 	 
	 	 	 	 	 	 	 	 	handled by Cumulus general
	 	12 months	 	 
	 	 	 	 	 	 	 	 	counsel
	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	Total	 	$	4,906,978	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Total Personal Savings	 	 	 	$	8,416,280	 	 	 
	 	 	 	 
	Additional Department	 	 	 	 	 	 	 	 
	 	 	 	 
	Savings	 	 
	 	 	9,795,000	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	Total Savings	 	$	18,211,280	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 








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