Exhibit 10.1


    
      

    

    
      

    

    Exhibit
      10.1


    INDEMNIFICATION
      AGREEMENT

     

    INDEMNIFICATION
      AGREEMENT, dated as of April 10, 2006, by and among Citadel Broadcasting
      Corporation, a Delaware corporation (the “Company”),
      Citadel Broadcasting Company, a Nevada corporation and a wholly-owned subsidiary
      of the Company, (the “Subsidiary”)
      and
      the director of the Company whose name appears on the signature page of this
      Agreement (“Indemnitee”).

     

    RECITALS

     

    A.  Highly
      competent persons are becoming more reluctant to serve publicly-held
      corporations as directors or officers or in other capacities unless they are
      provided with reasonable protection through insurance or indemnification against
      risks of claims and actions against them arising out of their service to and
      activities on behalf of the corporations.

     

    B.  The
      Board
      of Directors of the Company (the “Board”)
      has
      determined that the Company should act to assure its directors and officers
      that
      there will be increased certainty of such protection in the future.

     

    C.  It
      is
      reasonable, prudent and necessary for the Company contractually to obligate
      itself to indemnify such persons to the fullest extent permitted by applicable
      law so that they will serve or continue to serve the Company free from undue
      concern that they will not be so indemnified.

     

    D.  Indemnitee
      is willing to serve, to continue to serve and to take on additional service
      for
      or on behalf of the Company and/or the Subsidiary on the condition that
      Indemnitee be so indemnified.

     

    E.  In
      consideration of the benefits received and to be received by the Company and/or
      the Subsidiary in connection with actions taken and to be taken by the Board
      and
      by the officers of the Company, the Company and the Subsidiary have determined
      that it is in their best interests for the reasons set forth above to be a
      party
      to this Agreement and to provide indemnification to the directors and officers
      of the Company in connection with their service to and activities on behalf
      of
      the Company and the Subsidiary.

     

    F.  The
      Subsidiary acknowledges that for purposes of this Agreement the directors and
      officers of the Company who enter into this Agreement are serving in such
      capacities at the request of the Subsidiary.

     

    G.  The
      Subsidiary further acknowledges that such directors and officers are willing
      to
      serve, to continue to serve and to take on additional service for or on behalf
      of the Company, thereby benefiting the Subsidiary, on the condition that the
      Subsidiary enter into, and provide indemnification pursuant to, this
      Agreement.

     

    AGREEMENT

     

    In
      consideration of the premises and the covenants contained herein, the Company,
      Subsidiary and Indemnitee do hereby covenant and agree as follows:

     

    1.  Definitions.
      

     

    (a)  For
      purposes of this Agreement:

     

    (i)  “Affiliate”
shall
      mean any corporation, partnership, joint venture, trust or other enterprise
      in
      respect of which Indemnitee is or was or will be serving as a director or
      officer directly or indirectly at the request of the Company or the Subsidiary,
      and including, but not limited to, service with respect to an employee benefit
      plan.

     

    (ii)  “Disinterested
      Director”
shall
      mean a director of the Company who is not or was not a party to the Proceeding
      in respect of which indemnification is being sought by Indemnitee.

     

    (iii)  “Expenses”
shall
      include all attorneys’ fees and costs, retainers, court costs, transcripts, fees
      of experts, witness fees, travel expenses, duplicating costs, printing and
      binding costs, telephone charges, postage, delivery service fees and all other
      disbursements or expenses incurred in connection with asserting or defending
      claims.

     

    (iv)  “fines”
shall
      include any excise taxes assessed on Indemnitee with respect to any employee
      benefit plan.

     

    (v)  “Independent
      Counsel”
shall
      mean a law firm or lawyer that neither is presently nor in the past year has
      been retained to represent: (i) the Company, the Subsidiary or Indemnitee in
      any
      matter material to any such party or (ii) any other party to the Proceeding
      giving rise to a claim for indemnification hereunder in any matter material
      to
      such other party. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any firm or person who, under the applicable standards of
      professional conduct then prevailing, would have a conflict of interest in
      representing any of the Company, the Subsidiary or Indemnitee in an action
      to
      determine Indemnitee’s right to indemnification under this Agreement. All
      Expenses of the Independent Counsel incurred in connection with acting pursuant
      to this Agreement shall be borne by the Company.

     

    (vi)  “Losses”
shall
      mean all expenses, liabilities, losses and claims (including attorneys’ fees,
      judgments, fines, excise taxes under the Employee Retirement Income Security
      Act
      of 1974, as amended from time to time, penalties and amounts to be paid in
      settlement) incurred in connection with any Proceeding.

     

    (vii)  “Proceeding”
shall
      include any threatened, pending or completed action, suit, arbitration,
      alternate dispute resolution mechanism, investigation, administrative hearing
      or
      any other proceeding, whether civil, criminal, administrative or
      investigative.

     

    (b)  For
      purposes of this Agreement, a person who acted in good faith and in a manner
      such person reasonably believed to be in the interest of the participants and
      beneficiaries of an employee benefit plan shall be deemed to have acted in
      a
      manner “not opposed to the best interests of the Company” as referred to in this
      Agreement; the term “serving at the request of the Company or the Subsidiary”
shall include any service as a director, officer, employee or agent of the
      corporation which imposes duties on, or involves services by, such director,
      officer, employee or agent with respect to an employee benefit plan, its
      participants or beneficiaries; and references to the “Company” or the
“Subsidiary” shall include, in addition to the resulting corporation, any
      constituent corporation (including any constituent of a constituent) absorbed
      in
      a consolidation or merger which, if its separate existence had continued, would
      have had power and authority to indemnify Indemnitee in its capacity as a
      director, officer, or employee or agent, so that Indemnitee shall stand in
      the
      same position under this Agreement with respect to the resulting or surviving
      corporation as Indemnitee would have with respect to such constituent
      corporation if its separate existence had continued.

     

    2.  Service
      by Indemnitee.
      Indemnitee agrees to begin or continue to serve the Company or any Affiliate
      as
      a director and/or officer.
      Notwithstanding anything contained herein, this Agreement shall not create
      a
      contract of employment between the Company or the Subsidiary and Indemnitee,
      and
      the termination of Indemnitee’s relationship with the Company or the Subsidiary
      or an Affiliate by either party hereto shall not be restricted by this
      Agreement.

     

    3.  Indemnification.
      The
      Company and Subsidiary jointly and severally agree to indemnify Indemnitee
      for,
      and hold Indemnitee harmless from and against, any Losses or Expenses at any
      time incurred by or assessed against Indemnitee arising out of or in connection
      with the service of Indemnitee as a director or officer of the Company or of
      an
      Affiliate (collectively referred to as an “Officer or Director of the Company”)
      to the fullest extent permitted by the laws of the State of Delaware in effect
      on the date hereof or as such laws may from time to time hereafter be amended
      to
      increase the scope of such permitted indemnification. Without diminishing the
      scope of the indemnification provided by this Section, the rights of
      indemnification of Indemnitee provided hereunder shall include but shall not
      be
      limited to those rights set forth hereinafter.

     

    4.  Action
      or Proceeding Other Than an Action by or in the Right of the Company or the
      Subsidiary. Indemnitee
      shall be entitled to the indemnification rights provided herein if Indemnitee
      is
      a person who was or is made a party or is threatened to be made a party to
      or is
      involved (including, without limitation, as a witness) in any Proceeding (other
      than an action by or in the right of the Indemnitee (unless approved in advance
      in writing by the Company’s Board of Directors), the Company or the Subsidiary,
      as the case may be) by reason of (a) the fact that Indemnitee is or was an
      Officer or Director of the Company or any other entity which Indemnitee is
      or
      was or will be serving at the request of the Company or the Subsidiary, as
      the
      case may be, or (b) anything done or not done by Indemnitee in any such
      capacity.

     

    5.  Actions
      by or in the Right of the Company.
      Indemnitee shall be entitled to the indemnification rights provided herein
      if
      Indemnitee is a person who was or is a party or is threatened to be made a
      party
      to or is involved (including, without limitation, as a witness) in any
      Proceeding brought by or in the right of the Company or the Subsidiary to
      procure a judgment in its favor by reason of (a) the fact that Indemnitee is
      or
      was an Officer or Director of the Company or any Affiliate, or (b) anything
      done
      or not done by Indemnitee in any such capacity. Pursuant to this Section,
      Indemnitee shall be indemnified against Losses or Expenses incurred or suffered
      by Indemnitee or on Indemnitee’s behalf in connection with the defense or
      settlement of any Proceeding if Indemnitee acted in good faith and in a manner
      Indemnitee reasonably believed to be in or not opposed to the best interests
      of
      the Company or the Subsidiary. Notwithstanding the foregoing provisions of
      this
      Section, no such indemnification shall be made in respect of any claim, issue
      or
      matter as to which Delaware law expressly prohibits such indemnification by
      reason of an adjudication of liability of Indemnitee to the Company or the
      Subsidiary unless and only to the extent that the Court of Chancery of the
      State
      of Delaware or the court in which such action or suit was brought shall
      determine upon application that, despite the adjudication of liability but
      in
      view of all the circumstances of the case, Indemnitee is fairly and reasonably
      entitled to indemnity for such Losses and Expenses which the Court of Chancery
      or such other court shall deem proper.

     

    6.  Indemnification
      for Losses and Expenses of Party Who is Wholly or Partly
      Successful.
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee has been wholly successful on the merits or otherwise in any
      Proceeding referred to in Sections 3, 4 or 5 hereof on any claim, issue or
      matter therein, Indemnitee shall be indemnified against all Losses and Expenses
      incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If
      Indemnitee is not wholly successful in such Proceeding but is successful, on
      the
      merits or otherwise, as to one or more but less than all claims, issues or
      matters in such Proceeding, the Company and the Subsidiary jointly and severally
      agree to indemnify Indemnitee to the maximum extent permitted by law against
      all
      Losses and Expenses incurred by Indemnitee in connection with each successfully
      resolved claim, issue or matter. In any review or Proceeding to determine the
      extent of indemnification, the Company shall bear the burden of proving any
      lack
      of success and which amounts sought in indemnity are allocable to claims, issues
      or matters which were not successfully resolved. For purposes of this Section
      and without limitation, the termination of any such claim, issue or matter
      by
      dismissal with or without prejudice shall be deemed to be a successful
      resolution as to such claim, issue or matter.

     

    7.  Payment
      for Expenses of a Witness.
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee is, by reason of the fact that Indemnitee is or was an Officer or
      Director of the Company or any Affiliate, as the case may be, a witness in
      any
      Proceeding, the Company and the Subsidiary jointly and severally agree to pay
      to
      Indemnitee all Expenses actually and reasonably incurred by Indemnitee or on
      Indemnitee’s behalf in connection therewith.

     

    8.  Advancement
      of Expenses and Costs.
      All
      Expenses incurred by or on behalf of Indemnitee (or reasonably expected by
      Indemnitee to be incurred by Indemnitee within three months) in connection
      with
      any Proceeding shall be paid by the Company or the Subsidiary in advance of
      the
      final disposition of such Proceeding within twenty days after the receipt by
      the
      Company or the Subsidiary of a statement or statements from Indemnitee
      requesting from time to time such advance or advances, whether or not a
      determination to indemnify has been made under Section 9. Indemnitee’s
      entitlement to such advancement of Expenses shall include those incurred in
      connection with any Proceeding by Indemnitee seeking an adjudication or award
      in
      arbitration pursuant to this Agreement. The financial ability of Indemnitee
      to
      repay an advance shall not be a prerequisite to the making of such advance.
      Such
      statement or statements shall reasonably evidence such Expenses incurred (or
      reasonably expected to be incurred) by Indemnitee in connection therewith and
      shall include or be accompanied by a written undertaking by or on behalf of
      Indemnitee to repay such amount if it shall ultimately be determined that
      Indemnitee is not entitled to be indemnified therefor pursuant to the terms
      of
      this Agreement.

     

    9.  Procedure
      for Determination of Entitlement to Indemnification.

     

    (a)  When
      seeking indemnification under this Agreement (which shall not include in any
      case the right of Indemnitee to receive payments pursuant to Section 7 and
      Section 8 hereof, which shall not be subject to this Section 9), Indemnitee
      shall submit a written request for indemnification to the Company and the
      Subsidiary. Determination of Indemnitee’s entitlement to indemnification shall
      be made promptly, but in no event later than 60 days after receipt by the
      Company and the Subsidiary of Indemnitee’s written request for indemnification.
      The Secretary of the Company shall, promptly upon receipt of Indemnitee’s
      request for indemnification, advise the Board that Indemnitee has made such
      request for indemnification.

     

    (b)  The
      entitlement of Indemnitee to indemnification under this Agreement shall be
      determined, with respect to a person who is a director or officer at the time
      of
      such determination, in the specific case (1) by the Board of Directors by a
      majority vote of the Disinterested Directors, even though less than a quorum,
      or
      (2) by a committee of the Disinterested Directors designated by majority vote
      of
      the Disinterested Directors, even though less than a quorum, or (3) if there
      are
      no Disinterested Directors, or if such Disinterested Directors so direct, by
      Independent Counsel, or (4) by the stockholders. The entitlement of the
      Indemnitee to indemnification shall be determined with respect to any person
      who
      is not a director or officer at the time of such determination by any means
      reasonably determined by the Company.

     

    (c)  In
      the
      event the determination of entitlement is to be made by Independent Counsel,
      such Independent Counsel shall be selected by the Board and the Board of
      Directors of the Subsidiary and approved by Indemnitee. Upon failure of the
      Board and the Board of Directors of the Subsidiary to so select such Independent
      Counsel or upon failure of Indemnitee to so approve, such Independent Counsel
      shall be selected by the American Arbitration Association of New York, New
      York
      or such other person as such Association shall designate to make such
      selection.

     

    (d)  If
      a
      determination is made pursuant to Section 9(b) is that Indemnitee is not
      entitled to indemnification to the full extent of Indemnitee’s request,
      Indemnitee shall have the right to seek entitlement to indemnification in
      accordance with the procedures set forth in Section 10 hereof.

     

    (e)  If
      a
      determination with respect to entitlement to indemnification shall not have
      been
      made within 60 days after receipt by the Company and the Subsidiary of such
      request, the requisite determination of entitlement to indemnification shall
      be
      deemed to have been made and Indemnitee shall be absolutely entitled to such
      indemnification, absent (i) misrepresentation by Indemnitee of a material fact
      in the request for indemnification or (ii) a final judicial determination that
      all or any part of such indemnification is expressly prohibited by
      law.

     

    (f)  The
      termination of any Proceeding by judgment, order, settlement or conviction,
      or
      upon a plea of nolo
      contendere
      or its
      equivalent, shall not, of itself, adversely affect the rights of Indemnitee
      to
      indemnification hereunder except as may be specifically provided herein, or
      create a presumption that Indemnitee did not act in good faith and in a manner
      which Indemnitee reasonably believed to be in or not opposed to the best
      interests of the Company or the Subsidiary, as the case may be, or create a
      presumption that (with respect to any criminal action or proceeding) Indemnitee
      had reasonable cause to believe that Indemnitee’s conduct was
      unlawful.

     

    (g)  For
      purposes of any determination of good faith hereunder, Indemnitee shall be
      deemed to have acted in good faith if in taking such action Indemnitee relied
      on
      the records or books of account of the Company or an Affiliate, including
      financial statements, or on information supplied to Indemnitee by the officers
      of the Company or an Affiliate in the course of their duties, or on the advice
      of legal counsel for the Company or an Affiliate or on information or records
      given or reports made to the Company or an Affiliate by an independent certified
      public accountant or by an appraiser or other expert selected with reasonable
      care to the Company or an Affiliate. The Company shall have the burden of
      establishing the absence of good faith. The provisions of this Section 9(g)
      shall not be deemed to be exclusive or to limit in any way the other
      circumstances in which Indemnitee may be deemed to have met the applicable
      standard of conduct set forth in this Agreement.

     

    (h)  The
      knowledge and/or actions, or failure to act, of any other director, officer,
      agent or employee of the Company or an Affiliate shall not be imputed to
      Indemnitee for purposes of determining the right to indemnification under this
      Agreement.

     

    10.  Remedies
      in Cases of Determination Not to Indemnify or to Advance
      Expenses.

     

    (a)  In
      the
      event that (i) a determination is made that Indemnitee is not entitled to
      indemnification hereunder, (ii) advances are not made pursuant to Section 8
      hereof or (iii) payment has not been timely made following a determination
      of
      entitlement to indemnification pursuant to Section 9 hereof, Indemnitee shall
      be
      entitled to seek a final adjudication either through an arbitration proceeding
      or in an appropriate court of the State of Delaware or any other court of
      competent jurisdiction of Indemnitee’s entitlement to such indemnification or
      advance.

     

    (b)  In
      the
      event a determination has been made in accordance with the procedures set forth
      in Section 9 hereof, in whole or in part, that Indemnitee is not entitled to
      indemnification, any judicial proceeding or arbitration referred to in Section
      10(a) shall be de novo and Indemnitee shall not be prejudiced by reason of
      any
      such prior determination that Indemnitee is not entitled to indemnification,
      and
      the Company shall bear the burdens of proof specified in Sections 6 and 9 hereof
      in such proceeding.

     

    (c)  If
      a
      determination is made or deemed to have been made pursuant to the terms of
      Section 9 or 10 hereof that Indemnitee is entitled to indemnification, the
      Company and the Subsidiary shall be bound by such determination in any judicial
      proceeding or arbitration in the absence of

     

    (i)  a
      misrepresentation of a material fact by Indemnitee or (ii) a final judicial
      determination that all or any part of such indemnification is expressly
      prohibited by law.

     

    (d)  To
      the
      extent deemed appropriate by the court, interest shall be paid by the Company
      or
      the Subsidiary, or both, to Indemnitee at a reasonable interest rate for amounts
      which the Company or the Subsidiary, or both, indemnifies or is obliged to
      indemnify Indemnitee for the period commencing with the date on which Indemnitee
      requested indemnification (or reimbursement or advancement of any Expenses)
      and
      ending with the date on which such payment is made to Indemnitee by the Company
      or the Subsidiary, or both.

     

    11.  Expenses
      Incurred by Indemnitee to Enforce this Agreement.
      All
      Expenses incurred by Indemnitee in connection with the preparation and
      submission of Indemnitee’s request for indemnification hereunder shall be
      jointly and severally borne by the Company and the Subsidiary In the event
      that
      Indemnitee is a party to or intervenes in any proceeding in which the validity
      or enforceability of this Agreement is at issue or seeks an adjudication to
      enforce Indemnitee’s rights under, or to recover damages for breach of, this
      Agreement, Indemnitee, if Indemnitee prevails in whole in such action, shall
      be
      entitled to recover from the Company and the Subsidiary, and shall be jointly
      and severally indemnified by the Company and the Subsidiary against, any
      Expenses incurred by Indemnitee. If it is determined that Indemnitee is entitled
      to indemnification for part (but not all) of the indemnification so requested,
      Expenses incurred in seeking enforcement of such partial indemnification shall
      be reasonably prorated among the claims, issues or matters for which Indemnitee
      is entitled to indemnification and for claims, issues or matters for which
      Indemnitee is not so entitled.

     

    12.  Non-Exclusivity.
      The
      rights of indemnification and to receive advances as provided by this Agreement
      shall not be deemed exclusive of any other rights to which Indemnitee may at
      any
      time be entitled under any law, certificate of incorporation, by-law, other
      agreement, vote of stockholders or resolution of directors or otherwise, both
      as
      to action in Indemnitee’s official capacity and as to action in another capacity
      while holding such office. To the extent Indemnitee would be prejudiced thereby,
      no amendment, alteration, rescission or replacement of this Agreement or any
      provision hereof shall be effective as to Indemnitee with respect to any action
      taken or omitted by such Indemnitee in Indemnitee’s position with the Company or
      an Affiliate or any other entity which Indemnitee is or was serving at the
      request of the Company or the Subsidiary prior to such amendment, alteration,
      rescission or replacement.

     

    13.  Duration
      of Agreement.
      This
      Agreement shall apply to any claim asserted and any Losses and Expenses incurred
      in connection with any claim asserted on or after the effective date of this
      Agreement and shall continue until and terminate upon the later of: (a) ten
      years after Indemnitee has ceased to occupy any of the positions or have any
      of
      the relationships described in Section 3, 4 or 5 hereof; or (b) one year after
      the final termination of all pending or threatened Proceedings of the kind
      described herein with respect to Indemnitee. This Agreement shall be binding
      upon the Company and the Subsidiary and their respective successors and assigns
      and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns,
      heirs, devisee, executors, administrators or other legal
      representatives.

     

    14.  Maintenance
      of D&O Insurance.

     

    (a)  The
      Company and the Subsidiary each hereby covenants and agrees with Indemnitee
      that, so long as Indemnitee shall continue to serve as an Officer or Director
      of
      the Company and thereafter so long as Indemnitee shall be subject to any
      possible claim or threatened, pending or completed Proceeding, whether civil,
      criminal or investigative, by reason of the fact that Indemnitee was an Officer
      or Director of the Company or any other entity which Indemnitee was serving
      at
      the request of the Company or the Subsidiary, the Company and the Subsidiary
      shall maintain in full force and effect (i) the directors’ and officers’
liability insurance issued by the insurer and having the policy amount and
      deductible as currently in effect with respect to directors and officers of
      the
      Company or any of its subsidiaries and (ii) any replacement or substitute
      policies issued by one or more reputable insurers providing in all respects
      coverage at least comparable to and in the same amount as that currently
      provided under such existing policy (collectively, “D&O
      Insurance”).

     

    (b)  In
      all
      policies of D&O Insurance, Indemnitee shall be named as an insured in such a
      manner as to provide Indemnitee the same rights and benefits, subject to the
      same limitations, as are accorded to the Company’s directors or officers most
      favorably insured by such policy.

     

    (c)  Notwithstanding
      anything to the contrary set forth in above, the Company and the Subsidiary
      shall have no obligation to maintain D&O Insurance if the Company and the
      Subsidiary determine in good faith that such insurance is not reasonably
      available, the premium cost for such insurance is disproportionate to the amount
      of coverage provided or the coverage provided by such insurance is limited
      by
      exclusions so as to provide an insufficient benefit.

     

    15.  Severability.
      Should
      any part, term or condition hereof be declared illegal or unenforceable or
      in
      conflict with any other law, the validity of the remaining portions or
      provisions hereof shall not be affected thereby, and the illegal or
      unenforceable portions hereof shall be and hereby are redrafted to conform
      with
      applicable law, while leaving the remaining portions hereof intact.

     

    16.  Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      document.

     

    17.  Headings.
      Section
      headings are for convenience only and do not control or affect meaning or
      interpretation of any terms or provisions hereof.

     

    18.  Modification
      and Waiver.
      No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by each of the parties hereto.

     

    19.  No
      Duplicative Payment.
      The
      Company and the Subsidiary shall not be liable under this Agreement to make
      any
      payment of amounts otherwise indemnifiable hereunder if and to the extent that
      Indemnitee has otherwise actually received such payment (net of Expenses
      incurred in collecting such payment) under any insurance policy, contract,
      agreement or otherwise.

     

    20.  Notices.
      All
      notices, requests, demands and other communications provided for by this
      Agreement shall be in writing (including telecopier or similar writing) and
      shall be deemed to have been given at the time when mailed, enclosed in a
      registered or certified postpaid envelope, in any general or branch office
      of
      the United States Postal Service, or sent by Federal Express or other similar
      overnight courier service, addressed to the address of the parties stated below
      or to such changed address as such party may have fixed by notice or, if given
      by telecopier, when such telecopy is transmitted and the appropriate answerback
      is received.

     

    (a)  If
      to
      Indemnitee, to the address appearing on the signature page hereof.

     

    (b)  If
      to the
      Company or the Subsidiary to:

     

    Citadel
      Broadcasting Corporation

                    City
      Center West,
      Suite 400

                    7201
      West Lake Mead
      Blvd.

                    Las
      Vegas, Nevada
      89128

                    Attention:
      Secretary

     

    21.  Governing
      Law.
      The
      parties agree that this Agreement shall be governed by, and construed and
      enforced in accordance with, the internal laws of the State of Delaware without
      regard to its conflicts of law rules.

     

    22.  Entire
      Agreement.
      Subject
      to the provisions of Section 12 hereof, this Agreement constitutes the entire
      understanding between the parties and supersedes all proposals, commitments,
      writings, negotiations and understandings, oral and written, and all other
      communications between the parties relating to the subject matter hereof. This
      Agreement may not be amended or otherwise modified except in writing duly
      executed by all of the parties. A waiver by any party of any breach or violation
      of this Agreement shall not be deemed or construed as a waiver of any subsequent
      breach or violation thereof.

     


    
      
        
          	 	 	 


        

         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


        IN
      WITNESS
      WHEREOF, the parties hereto have executed this Agreement as of the date first
      above written.

     

    CITADEL
      BROADCASTING CORPORATION

    CITADEL
      BROADCASTING COMPANY

    


    


    By: /s/
      Farid
      Suleman                                                  

    Farid
      Suleman, Chief Executive Officer, of each of 

    the
      above
      listed entities 

    


    


    INDEMNITEE

    


    


    


    By:  /s/
      Wayne T.
      Smith                                                

    Wayne
      T.
      Smith

    c/o
      Community Health Systems

    7100
      Commerce Way

    Brentwood,
      TN 37027