Exhibit 10.19  Execution Copy  $300,000,000  Citadel Broadcasting Corporation  1.875% Convertible Subordinated Notes
Due 2011  REGISTRATION RIGHTS AGREEMENT  February 18,
2004  CREDIT SUISSE FIRST
BOSTON LLC GOLDMAN, SACHS & CO. DEUTSCHE BANK SECURITIES
INC. MERRILL
LYNCH, PIERCE, FENNER & SMITH
INCORPORATED BEAR, STEARNS & CO.
INC. J.P. MORGAN SECURITIES
INC. UBS SECURITIES LLC WACHOVIA CAPITAL MARKETS,
LLC c/o Credit Suisse First
Boston LLC, Eleven Madison Avenue, New York, N.Y.
10010-3629.  Dear Sirs:  Citadel Broadcasting
Corporation, a Delaware corporation (the Company), proposes to issue and sell to
Credit Suisse First Boston LLC, Goldman, Sachs & Co., Deutsche Bank
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear,
Stearns & Co. Inc., J.P. Morgan Securities Inc., UBS Securities LLC and
Wachovia Capital Markets, LLC (collectively, the Initial Purchasers), upon
the terms set forth in a purchase agreement of even date herewith (the Purchase
Agreement), $300,000,000 aggregate principal amount (plus up
to an additional $60,000,000 principal amount) of its 1.875% Convertible
Subordinated Notes Due 2011 (the
Initial
Securities). The Initial Securities will be convertible into shares
of common stock, par value $.01 per share, of the Company (the Common Stock) at the conversion price set
forth in the Offering Circular dated February 11, 2004.  The Initial Securities will be issued
pursuant to an Indenture, dated as of February 18, 2004 (the Indenture),
among the Company and The Bank of New
York, as trustee (the Trustee). 
As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company agrees with the Initial Purchasers, for the benefit of
(i) the Initial Purchasers and (ii) the holders of the Initial Securities and
the Common Stock issuable upon conversion of the Initial Securities
(collectively, the Securities)
from time to time until such time as such Securities have been sold pursuant to
a Shelf Registration Statement (as defined below) (each of the forgoing a Holder and collectively the Holders),
as follows:  1.  Shelf Registration.  (a) 
The Company shall, at its cost, prepare and use its best efforts to file
with the Securities and Exchange Commission (the Commission) within 120 days
after the first date of issuance of the Initial Securities, and thereafter use
its best efforts to cause to be declared effective no later than 210 calendar
days after the first date of issuance of the Initial Securities a registration
statement on Form S-1 (the Shelf Registration  Statement) relating to the
offer and sale of the Transfer Restricted Securities (as defined in
Section 5 hereof) by the Holders thereof from time to time in accordance
with the methods of distribution set forth in the Shelf Registration Statement
and Rule 415 under the Securities Act of 1933, as amended (the Securities Act) (hereinafter, the Shelf
Registration); provided, however, that  1 
   no Holder (other than an
Initial Purchaser) shall be entitled to have the Securities held by it covered
by such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all the provisions of this Agreement applicable to such Holder.  (b)  The Company shall use its best efforts to
keep the Shelf Registration Statement continuously effective in order to permit
the prospectus included therein (the Prospectus)
to be lawfully delivered by the Holders of the relevant Securities, for a
period of two years (or for such longer period if extended pursuant to
Section 2(h) below) from the date of its effectiveness or such shorter
period that will terminate when all the Securities covered by the Shelf
Registration Statement (i) have been sold pursuant thereto or (ii) are no longer
restricted securities (as defined in Rule 144(k) under the Securities Act,
or any successor rule thereof), assuming for this purpose that the Holders
thereof are not affiliates of the Company (in any such case, such period being
called the Shelf Registration Period).  (c)  Notwithstanding any other provisions of this
Agreement to the contrary, the Company shall cause the Shelf Registration
Statement and the Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement, amendment or supplement,
(i) to comply in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission and (ii) not to
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.  2.  Registration Procedures.  In connection with the Shelf Registration
contemplated by Section 1 hereof, the following provisions shall apply:  (a)  The Company shall (i) furnish to each
Initial Purchaser, prior to the filing thereof with the Commission, a copy of
the Shelf Registration Statement and each amendment thereof and each supplement
(other than supplements which do nothing more substantive than name one or more
Holders as selling security holders), if any, to the prospectus included
therein and, in the event that an Initial Purchaser (with respect to any
portion of an unsold allotment from the original offering) is participating in
the Shelf Registration Statement, shall use its best efforts to reflect in each
such document, when so filed with the Commission, such comments as such Initial
Purchaser reasonably may propose; and (ii) include the names of the
Holders who propose to sell Securities pursuant to the Shelf Registration
Statement as selling securityholders.  (b)  The Company shall give written notice as
promptly as reasonably practicable to the Initial Purchasers and the Holders of
the Securities (which notice pursuant to clauses (ii)-(vi) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
requisite changes have been made):  (i) when the Shelf
Registration Statement or any amendment thereto has been filed with the
Commission and when the Shelf Registration Statement or any post-effective
amendment thereto has become effective;  (ii) of any
request by the Commission for amendments or supplements to the Shelf
Registration Statement or the prospectus included therein or for additional
information;  (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Shelf Registration Statement or the initiation of any proceedings for that
purpose;  (iv) of the
receipt by the Company or its legal counsel of any notification with respect to
the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose;  2 
   (v) of the
happening of any event (other than any event covered by (vi) below) that
requires the Company to make changes to the Shelf Registration Statement or the
Prospectus in order that the Shelf Registration Statement or the Prospectus
does not contain an untrue statement of a material fact nor omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under which
they were made) not misleading; and  (vi) of the
occurrence of any corporate development or the existence of any pending
corporate development with respect to the Company (including the acquisition,
license or divestiture of assets or the acquisition of other business entities,
sale of the Company or merger of the Company with another business entity,
public filings with the Commission and similar events) that, in the good faith
judgment of the Company, makes it appropriate to suspend the availability of the
Shelf Registration Statement and the related prospectus (not including
avoidance of the Companys obligations hereunder).  (c)  The Company shall make every reasonable
effort to obtain the withdrawal, at the earliest possible time, of any order
suspending the effectiveness of the Shelf Registration Statement.  (d)  The Company shall furnish to each Holder of
Securities included within the coverage of the Shelf Registration, without
charge, at least one copy of the Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and, if the
Holder so requests in writing, all exhibits thereto (including those, if any,
incorporated by reference).  (e)  The Company shall, during the Shelf
Registration Period, deliver to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, as many copies of the
Prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person
may reasonably request.  The Company
consents, subject to the provisions of this Agreement, to the use of the
Prospectus or any amendment or supplement thereto by each of the selling Holders
of the Securities in connection with the offering and sale of the Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Shelf Registration Statement.  (f)  Prior to any public offering of the
Securities pursuant to the Shelf Registration Statement, the Company shall
register or qualify or cooperate with the Holders of the Securities included
therein and their respective counsel in connection with the registration or
qualification of the Securities for offer and sale under the securities or
blue sky laws of such states of the United States as any Holder of the
Securities reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement; provided,
however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of
process or to taxation in any jurisdiction where it is not then so subject.  (g)  The Company shall cooperate with the Holders
of the Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as the Holders may request within a reasonable period
of time prior to sales of the Securities pursuant to the Shelf Registration
Statement.  (h)  Upon the occurrence of any event
contemplated by paragraphs (ii) through (vi) of Section 2(b) above during
the period for which the Company is required to maintain an effective Shelf
Registration Statement, the Company shall (x) in the case of clauses (ii)
through (v) of Section 2(b) above, promptly as practicable prepare and
file a post-effective amendment to the Shelf Registration Statement or an
amendment or supplement to the Prospectus, and any other required document so
that, as thereafter delivered to Holders or purchasers of the Securities, the
Prospectus will not contain an untrue statement of a  3 
   material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading and (y) in the case of clause (vi) of Section 2(b) above,
use its best efforts to ensure that the use of the Prospectus may be resumed as
soon as, in the good faith judgment of the Company, public disclosure of such
development or event would not be prejudicial or contrary to the interests of
the Company or is not required. Notwithstanding anything in the immediately
preceding sentence to the contrary, the periods during which the availability
of the Registration Statement and the prospectus is suspended shall not exceed
45 days in the aggregate in any 90-day period and shall not exceed 90 days in
the aggregate in any 12-month period. 
If the Company notifies the Initial Purchasers and the Holders in
accordance with clauses (ii) through (vi) of Section 2(b) above to suspend
the use of the Prospectus until the requisite changes to the Prospectus have
been made or, in the case of clause (vi) of Section 2(b) above, to suspend
the use of the Prospectus until a good faith determination by the Company that
such suspension is no longer necessary pursuant to such clause, then the
Initial Purchasers and the Holders shall suspend use of such Prospectus, and
the period of effectiveness of the Shelf Registration Statement provided for in
Section 1(b) above shall be extended by the number of days from and
including the date of the giving of such notice to and including the date when
the Initial Purchasers and the Holders shall have received such amended or
supplemented prospectus or notice that use of the Prospectus may be resumed
pursuant to this Section 2(h).  (i)  Not later than the effective date of the
Shelf Registration Statement, the Company will provide CUSIP numbers for the
Initial Securities and the Common Stock registered under the Shelf Registration
Statement, and provide the Trustee with printed certificates for the Initial
Securities, in a form eligible for deposit with The Depository Trust Company.  (j)  The Company will comply with all rules and
regulations of the Commission to the extent and so long as they are applicable
to the Shelf Registration and will make generally available to its security
holders (or otherwise provide in accordance with Section 11(a) of the Securities
Act) an earnings statement satisfying the provisions of Section 11(a) of
the Securities Act, no later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year) beginning with the
first month of the Companys first fiscal quarter commencing after the
effective date of the Shelf Registration Statement, which statement shall cover
such 12-month period.  (k)  The Company shall cause the Indenture to be
qualified under the Trust Indenture Act of 1939, as amended, (the Trust Indenture Act) in a timely manner
and containing such changes, if any, as shall be necessary for such
qualification.  In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.  (l)  The Company may require each Holder of
Securities to be sold pursuant to the Shelf Registration Statement to furnish
to the Company such information regarding the Holder and the distribution of
the Securities as the Company may from time to time reasonably require for
inclusion in the Shelf Registration Statement, and the Company may exclude from
such registration the Securities of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request.  (m)  The Company shall enter into such customary
agreements (including, if requested, an underwriting agreement in customary
form) and take all such other actions, if any, as any Holder shall reasonably
request in order to facilitate the disposition of the Securities pursuant to
the Shelf Registration.  (n)  The Company shall (i) make reasonably
available for inspection by the Holders, any underwriter participating in any
disposition pursuant to the Shelf Registration Statement and any attorney,
accountant or other agent retained by the Holders or any such underwriter, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and (ii) cause the Companys officers,
directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders or any such underwriter,
attorney, accountant or agent in connection with the Shelf  4 
   Registration Statement,
in each case, as shall be reasonably necessary to enable such persons to
conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act; provided, however, that the foregoing inspection
and information gathering shall be coordinated on behalf of the Initial
Purchasers by you and on behalf of the other parties, by one counsel designated
by and on behalf of such other parties as described in Section 3 hereof.  (o)  The Company, if requested by any Holder of
Securities covered by the Shelf Registration Statement, shall cause
(i) its counsel to deliver an opinion and updates thereof relating to the
Securities in customary form addressed to such Holders and the managing
underwriters, if any, thereof, and dated, in the case of the initial opinion,
the effective date of such Shelf Registration Statement (it being agreed that
the matters to be covered by such opinion shall include, without limitation,
the due incorporation and good standing of the Company and its subsidiaries;
the qualification of the Company and its subsidiaries to transact business as
foreign corporations; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 2(m) hereof; the due
authorization, execution, authentication and issuance, and the validity and
enforceability, of the Securities; the absence of material legal or
governmental proceedings involving the Company and its subsidiaries; the
absence of governmental approvals required to be obtained in connection with
the Shelf Registration Statement, the offering and sale of the Securities, or
any agreement of the type referred to in Section 2(m) hereof; the
compliance as to form of the Shelf Registration Statement and of the Indenture
with the requirements of the Securities Act and the Trust Indenture Act,
respectively; and, as of the date of the opinion and as of the effective date
of the Shelf Registration Statement or most recent post-effective amendment
thereto, as the case may be, the absence from the Shelf Registration Statement
and the prospectus included therein, as then amended or supplemented, of an
untrue statement of a material fact or the omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading (in the case of any such documents, in the light of the
circumstances existing at the time that such documents were filed with the
Commission under the Exchange Act of 1934, as amended (the Exchange Act)); (ii) its officers to
execute and deliver all customary documents and certificates and updates
thereof requested by any underwriters of the Securities; and (iii) its
independent public accountants and the independent public accountants with
respect to any other entity for which financial information is provided in the
Shelf Registration Statement to provide to the selling Holders of the
applicable Securities and any underwriter therefor a comfort letter in
customary form and covering matters of the type customarily covered in comfort
letters in connection with primary underwritten offerings, subject to receipt
of appropriate documentation as contemplated, and only if permitted, by
Statement of Auditing Standards No. 72.  (p)  In the event that any broker-dealer
registered under the Exchange Act shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or
assist in the distribution (within the meaning of the Conduct Rules (the Rules)
of the National Association of Securities Dealers, Inc. (NASD)) thereof, whether as a
Holder of such Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Company will assist such
broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall
so require, engaging a qualified independent underwriter (as defined in
Rule 2720) to participate in the preparation of the Shelf Registration
Statement relating to such Securities, to exercise usual standards of due
diligence in respect thereto and, if any portion of the offering contemplated
by such Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Securities,
(ii) indemnifying any such qualified independent underwriter to the extent
of the indemnification of underwriters provided in Section 4 hereof and
(iii) providing such information to such broker-dealer as may be required
in order for such broker-dealer to comply with the requirements of the Rules.  (q)  The Company shall use its best efforts to
take all other steps necessary to effect the registration of the Securities
covered by a Registration Statement contemplated hereby.  5 
   3.  Registration Expenses.  (a) All expenses incident to the Companys
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;  (i)  all registration and filing fees and
expenses;  (ii) all fees
and expenses of compliance with federal securities and state blue sky or
securities laws;  (iii) all
expenses of printing (including printing certificates for the Securities to be
issued and printing of Prospectuses), messenger and delivery services and
telephone;  (iv) all fees
and disbursements of counsel for the Company;  (v) all
application and filing fees in connection with listing the Securities on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and  (vi) all fees
and disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or
incident to such performance).  The Company will bear its
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expenses
of any annual audit and the fees and expenses of any person, including special
experts, retained by the Company.  (b)  In connection with the Shelf Registration
Statement required by this Agreement, the Company will reimburse the Initial
Purchasers and the Holders of Securities covered by the Shelf Registration
Statement, for the reasonable fees and disbursements of not more than one
counsel, designated by the Holders of a majority in principal amount of the
Securities covered by the Shelf Registration Statement (provided that Holders
of Common Stock issued upon the conversion of the Initial Securities shall be
deemed to be Holders of the aggregate principal amount of Initial Securities
from which such Common Stock was converted) to act as counsel for the Holders
in connection therewith.  4.  Indemnification.  (a)  The Company agrees to
indemnify and hold harmless each Holder and each person, if any, who controls
such Holder within the meaning of the Securities Act or the Exchange Act (each
Holder and such controlling persons are referred to collectively as the Indemnified
Parties)
from and against any losses, claims, damages or liabilities, joint or several,
or any actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the Shelf
Registration Statement or Prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus relating to the Shelf Registration, or arise
out of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that
(i) the Company shall not be liable in any such case to the extent that
such loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
the Shelf Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to the Shelf
Registration in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein, (ii) the Company shall not be liable
for any loss, liability, claim, damage or expense arising from an offer or sale
occurring as promptly as reasonably practicable but in no event later than two
business days after  6 
   written notice has been
provided by the Company pursuant to Section 2(b) relating to events
contemplated by clauses (ii) through (vi) of Section 2(b) and prior to the
earlier of the date Holders shall have received pursuant to Section 2(h)
(A) an amended or supplemented Prospectus and (B) notice that use of the
Prospectus may be resumed, and (iii) with respect to any untrue statement
or omission or alleged untrue statement or omission made in any preliminary
prospectus relating to the Shelf Registration Statement, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit
of any Holder from whom the person asserting any such losses, claims, damages
or liabilities purchased the Securities concerned, to the extent that a
prospectus relating to such Securities was required to be delivered by such
Holder under the Securities Act in connection with such purchase and any such
loss, claim, damage or liability of such Holder results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Securities to such person, a copy of the final
prospectus if the Company had previously furnished copies thereof to such
Holder ; provided  further, however, that this indemnity
agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party.  The
Company shall also indemnify underwriters, their officers and directors and
each person who controls such underwriters within the meaning of the Securities
Act or the Exchange Act to the same extent as provided above with respect to
the indemnification of the Holders of the Securities if requested by such
Holders.  (b)  Each Holder, severally and not jointly, will
indemnify and hold harmless the Company, its officers and directors and each
person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act from and against any losses, claims, damages or
liabilities or any actions in respect thereof, to which the Company or any such
controlling person may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Shelf Registration Statement or
Prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to the Shelf Registration, or arise out of or are based
upon the omission or alleged omission to state therein a material fact
necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with written
information and furnished to the Company by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set forth
immediately preceding this clause, shall reimburse, as incurred, the Company for
any legal or other expenses reasonably incurred by the Company or any such
controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability which such Holder may otherwise have to the Company or any of
its controlling persons.  (c)  Promptly after receipt by an indemnified
party under this Section 4 of notice of the commencement of any action or
proceeding (including a governmental investigation), such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 4, notify the indemnifying party of the
commencement thereof; but the failure to notify the indemnifying party shall
not relieve it from any liability that it may have under subsection (a) or
(b) above except to the extent that it has been materially prejudiced (through
the forfeiture of substantive rights or defenses) by such failure; and provided
further that the failure to notify the indemnifying party shall not relieve it
from any liability that it may have to an indemnified party otherwise than
under subsection (a) or (b) above. 
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof the indemnifying party will not be liable to such indemnified party
under this Section 4 for any legal or other expenses, other than
reasonable costs of investigation, subsequently incurred by such indemnified
party in connection with the defense thereof. 
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement or compromise or consent of any
pending or threatened litigation, or any investigation or  7 
   proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless
such settlement (i) includes an unconditional release of such indemnified party
from all liability on any claims that are the subject matter of such action,
investigation, proceeding or claim, and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.  (d)  If the indemnification provided for in this
Section 4 is unavailable or insufficient to hold harmless an indemnified
party under subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to in subsection (a) or (b) above in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations.  The relative
fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Holder or such other
indemnified party, as the case may be, on the other, and the parties relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d).  Notwithstanding any other provision of this
Section 4(d), the Holders shall not be required to contribute any amount
in excess of the amount by which the net proceeds received by such Holders from
the sale of the Securities pursuant to the Shelf Registration Statement exceeds
the amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
For purposes of this paragraph (d), each person, if any, who controls
such indemnified party within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as such indemnified party and
each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as the Company.  (e)  The agreements contained in this
Section 4 shall survive the sale of the Securities pursuant to the Shelf
Registration Statement and shall remain in full force and effect, regardless of
any termination or cancellation of this Agreement or any investigation made by
or on behalf of any indemnified party.  5.  Additional Interest Under Certain Circumstances.  (a)  Additional interest (the Additional
Interest)
with respect to the Initial Securities shall be assessed as follows if any of
the following events occur (each such event in clauses (i) through (iii)
below being herein called a Registration Default):  (i)  the Shelf Registration Statement has not
been filed with the Commission by the 120th day after the first date
of original issuance of the Initial Securities;  (ii)  the Shelf Registration Statement has not
been declared effective by the Commission by the 210th day after the
first date of original issue of the Initial Securities; or  (iii)  the Shelf Registration Statement is declared
effective by the Commission but (A) the Shelf Registration Statement
thereafter ceases to be effective or (B) the Shelf Registration Statement
or the Prospectus ceases to be usable in connection with resales of Transfer
Restricted Securities (as defined below) during any period in excess of the
periods permitted in Section 2(h) because either (1) any event occurs
as a result of which the Prospectus forming part of such Shelf Registration
Statement would include any untrue statement of a material fact or omit to
state any  8 
   material fact necessary
to make the statements therein in the light of the circumstances under which
they were made not misleading, or (2) it shall be necessary to amend such
Shelf Registration Statement or supplement the related prospectus, to comply
with the Securities Act or the Exchange Act or the respective rules thereunder.  Each of the foregoing
will constitute a Registration Default whatever the reason for any such event
and whether it is voluntary or involuntary or is beyond the control of the
Company or pursuant to operation of law or as a result of any action or
inaction by the Commission.  Additional Interest shall
accrue on the Initial Securities over and above the interest set forth in the
title of the Initial Securities from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such
Registration Defaults have been cured, at a rate of 0.25% per annum (the Additional
Interest Rate) for the 120-day period immediately following the occurrence
of such Registration Default.  The
Additional Interest Rate shall increase to 0.50% per annum thereof from and
after the 121st day following such Registration Default.  (b)  A Registration Default referred to in
Section 5(a)(iii) hereof shall be deemed not to have occurred and be
continuing in relation to the Shelf Registration Statement or the related
prospectus if such Registration Default has occurred solely as a result of the
filing of a post-effective amendment to the Shelf Registration Statement to
incorporate annual audited financial information with respect to the Company
where such post-effective amendment is not yet effective and needs to be
declared effective to permit Holders to use the related prospectus; provided,
however, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest shall be
payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured.  (c)  Any amounts of Additional Interest due
pursuant to Section 5(a) will be payable in cash on the regular interest
payment dates with respect to the Initial Securities.  The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest Rate by the principal amount of
the Initial Securities, further multiplied by a fraction, the numerator of
which is the number of days such Additional Interest Rate was applicable
during such period (determined on the basis of a 360-day year comprised of
twelve 30-day months), and the denominator of which is 360.  (d)  Transfer Restricted Securities means each
Security until (i) the date on which such Security has been effectively
registered under the Securities Act and disposed of in accordance with the
Shelf Registration Statement or (iv) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Securities Act or
is saleable pursuant to Rule 144(k) under the Securities Act.  6.  Rules 144 and 144A.  The Company shall use its best efforts to
file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the request of any Holder, make publicly
available other information so long as necessary to permit sales of their
securities pursuant to Rules 144 and 144A.  The Company covenants that it will take such further action as
any Holder may reasonably request, all to the extent required from time to time
to enable such Holder to sell Transfer Restricted Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)).  The Company will
provide a copy of this Agreement to prospective purchasers of Securities
identified to the Company by the Initial Purchasers upon request.  Upon the request of any Holder, the Company
shall deliver to such Holder a written statement as to whether it has complied
with such requirements.  Notwithstanding
the foregoing, nothing in this Section 6 shall be deemed to require the
Company to register any of its securities pursuant to the Exchange Act.  7.  Underwritten Registrations.  Any Holder who desires to do so may sell
Transfer Restricted Securities (in whole or in part) in an underwritten
offering; provided that (i) the Holders of at least 50% in aggregate principal
amount of the Transfer Restricted Securities then covered by the Shelf
Registration Statement shall request such an offering and (ii) at least such
aggregate principal amount of Transfer  9 
   Restricted Securities
shall be included in such offering; and provided further, that the Company shall
not be obligated to cooperate with more than one underwritten offering during
the Shelf Registration Period.  Upon
receipt of such a request, the Company shall provide all Holders with written
notice of the request, which notice shall inform such Holders that they have
the opportunity to participate in the offering. In any such underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering (Managing Underwriters) will be selected by
the holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering (provided that holders of
Common Stock issued upon conversion of the Initial Securities shall not be
deemed holders of Common Stock, but shall be deemed to be holders of the
aggregate principal amount of Initial Securities from which such Common Stock
was converted); provided, however, that such Managing Underwriters shall be
reasonably acceptable to the Company.  No person may participate
in any underwritten registration hereunder unless such person (i) agrees to
sell such persons Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.  8.  Miscellaneous.  (a)  Remedies. 
The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 1 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Companys obligations under Sections 1 and 2 hereof.  The Company further agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.  (b)  No Inconsistent Agreements.  The Company will not on or after the date of
this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders
of the Companys securities under any agreement in effect on the date hereof.  (c)  Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents
(provided that holders of Common Stock issued upon conversion of Initial
Securities shall not be deemed holders of Common Stock, but shall be deemed to
be holders of the aggregate principal amount of Initial Securities from which
such Common Stock was converted).  Without
the consent of the Holder of each Initial Security, however, no modification
may change the provisions relating to the payment of Additional Interest.  (d)  Notices. 
All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, first-class mail, facsimile
transmission, or air courier which guarantees overnight delivery:  (1)if
to a Holder of the Securities, at the most current address given by such Holder
to the Company.  (2)if
to the Initial Purchasers  Credit Suisse First
Boston LLC Eleven Madison Avenue  10 
   New York, NY 10010-3629 Fax No.:  (212) 325-8278 Attention:  Transactions Advisory Group  (3)if
to the Company, at its address as follows: Citadel Broadcasting
Corporation City Center West, Suite
400 7201 West Lake Mead
Boulevard Las Vegas, Nevada 89128 Fax No.:  (702) 804-5936 Attention: Secretary  All such notices and
communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; three business days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by recipients facsimile
machine operator, if sent by facsimile transmission; and on the day
delivered, if sent by overnight air courier guaranteeing next day
delivery.  (e) Third Party Beneficiaries.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder.  (f)  Successors and Assigns.  This Agreement shall be binding upon the
Company and its successors and assigns.  (g)  Counterparts.  This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  (h)  Headings. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.  (i)  GoverningLaw.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.  By the execution and
delivery of this Agreement, the Company submits to the nonexclusive
jurisdiction of any federal or state court in the State of New York.  (j)  Severability.  If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.  (k)  Securities Held by the Company.  Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.  11 
   If the foregoing is in
accordance with your understanding of our agreement, please sign and return to
the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Initial
Purchasers and the Company in accordance with its terms.  Very truly yours,CITADEL BROADCASTING
  CORPORATIONBy:
  /s/ Randy L. TaylorName:   RANDY
  L. TAYLORTitle:     VP
  FINANCE AND SECRETARY  The foregoing
Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.  CREDIT SUISSE FIRST BOSTON
LLC GOLDMAN, SACHS & CO. DEUTSCHE BANK SECURITIES
INC. MERRILL
LYNCH, PIERCE, FENNER & SMITH
INCORPORATED BEAR, STEARNS & CO.
INC. J.P. MORGAN SECURITIES
INC. UBS SECURITIES LLC WACHOVIA CAPITAL MARKETS,
LLC  By:  CREDIT SUISSE FIRST BOSTON LLCBy:
  /s/ Stephen FinkelName:   STEPHEN
  FINKELTitle:     DIRECTOR  12