AGREEMENT AND PLAN OF MERGER BY AND AMONG CITADEL BROADCASTING CORPORATION, CUMULUS MEDIA INC., CADET HOLDING CORPORATION AND CADET MERGER CORPORATION DATED MARCH 9, 2011Merger Agreement • March 11th, 2011 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated March 9, 2011 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), by and among Citadel Broadcasting Corporation, a Delaware corporation (the “Company”), Cumulus Media Inc., a Delaware corporation (“Parent”), Cadet Holding Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Holdco”), and Cadet Merger Corporation, a Delaware corporation, wholly owned Subsidiary of Holdco, and indirect wholly owned Subsidiary of Parent (“Merger Sub”).
LIMITED GUARANTEELimited Guarantee • March 11th, 2011 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
THIS LIMITED GUARANTEE, dated as of March 9, 2011 (this “Limited Guarantee”), by Macquarie Financial Holdings Limited (the “Guarantor”) and, solely for purposes of Section 18 hereof, MIHI LLC (the “Macquarie Investor”), is made in favor of Citadel Broadcasting Corporation, a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (such agreement, the “Merger Agreement”), by and among the Company, Cumulus Media Inc., a Delaware corporation (“Parent”), Cadet Holding Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Holdco”), and Cadet Merger Corporation, a Delaware corporation, and a wholly owned Subsidiary of Holdco and indirect wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
