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Exhibit 10.5    
    


        Citadel Broadcasting Corporation has entered into an Indemnification Agreement with the following persons in the form that follows: 



	Name
 
	 	Date
 

	Farid Suleman	 	July 31, 2003
	Judith A. Ellis	 	July 31, 2003
	Randy L. Taylor	 	July 31, 2003
	David W. Checketts	 	July 31, 2003
	J. Anthony Forstmann	 	July 31, 2003
	Theodore J. Forstmann	 	July 31, 2003
	Gordon A. Holmes	 	July 31, 2003
	Sandra J. Horbach	 	July 31, 2003
	Michael A. Miles	 	July 31, 2003
	Charles P. Rose, Jr.	 	July 31, 2003
	Herbert J. Siegel	 	July 31, 2003








 
 
 

INDEMNIFICATION AGREEMENT    
    


        INDEMNIFICATION AGREEMENT, dated as of
                        , by and among Citadel Broadcasting Corporation, a Delaware corporation (the
"Company"), Citadel Communications Corporation, a Nevada corporation and a wholly-owned subsidiary of the Company ("CCC"), Citadel Broadcasting Company ("CBC"), a Nevada corporation and a wholly-owned
subsidiary of CCC, ("CBC", together with CCC, the "Subsidiaries") and the director and/or officer 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 Subsidiaries 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 Subsidiaries in connection with actions taken and to be taken by the Board and by the officers
of the Company, the Company and the Subsidiaries 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 Subsidiaries. 



        F.
The Subsidiaries acknowledge 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 Subsidiaries. 


        G.
The Subsidiaries further acknowledge 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 Subsidiaries, on the condition that the Subsidiaries enter into, and provide indemnification pursuant to, this Agreement. 


 
 

AGREEMENT    
    


        In consideration of the premises and the covenants contained herein, the Company, Subsidiaries 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 Subsidiaries, and including, but not limited to, service with respect to an employee benefit plan. 






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	(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
Subsidiaries 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 Subsidiaries 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 Subsidiaries" 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", "CBC" or "CCC" 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 Subsidiaries and Indemnitee, and the termination
of Indemnitee's relationship with the Company or the Subsidiaries or an Affiliate by either party hereto shall not be restricted by this Agreement. 


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        3.    Indemnification.    The Company and Subsidiaries 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 Subsidiaries.    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
Subsidiaries, 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 Subsidiaries, 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 Subsidiaries 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 Subsidiaries. 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 Subsidiaries 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 Subsidiaries 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. 


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        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 Subsidiaries
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 Subsidiaries in advance of the final disposition of such
Proceeding within twenty days after the receipt by the Company or the Subsidiaries
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 Subsidiaries. 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 Subsidiaries 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
Subsidiaries and approved by Indemnitee. Upon failure of the Board and the Board of Directors of the Subsidiaries 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 



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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 Subsidiaries 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 Subsidiaries, 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
Subsidiaries shall be bound by such determination in any judicial proceeding or arbitration in the absence 



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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 Subsidiaries, or both, to Indemnitee at a reasonable interest rate for amounts which the
Company or the Subsidiaries, 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 Subsidiaries, 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 Subsidiaries. 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 Subsidiaries, and shall be jointly and severally
indemnified by the Company and the Subsidiaries 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries, the Company and the Subsidiaries 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 



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(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 (a) above, the Company and the Subsidiaries shall have no obligation to maintain D&O Insurance if the Company and the
Subsidiaries 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 Subsidiaries 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 Subsidiaries 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. 


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        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 COMMUNICATIONS CORPORATION

CITADEL BROADCASTING COMPANY
	

 	
 	
By:	
 	


	 	 	 	 	[Name]

[Title]	 
	

 	
 	

INDEMNITEE
	

 	
 	

Name:	
 	


	 	 	 	 	[Name]

[Address]	 




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QuickLinks



Exhibit 10.5


INDEMNIFICATION AGREEMENT

RECITALS

AGREEMENT