LETTER #2
                        [FORSTMANN LITTLE LETTERHEAD]
 
 
                                               February 15, 2002
 
Mr. Farid Suleman
Greenwich, CT
 
Dear Farid:
 
I am very pleased that you have agreed to join Citadel Communications
Corporation (the "Company") as Chief Executive Officer and a member of the
Board of Directors, and look forward to a very successful partnership with
you. The details of your employment are as follows:
 
COMPENSATION:  Your annual salary will initially be set at $1 million per
year. This amount will be subject to annual review and adjustment by the
Company's Board of Directors and Compensation Committee. In addition to your
annual salary, you will be eligible for an annual bonus, payable in the form
of warrants exercisable into $1 million worth of Company Class A Stock. The
exercise price of each warrant will be the fair market value of a share of
Class A Stock at the time of grant, as approved by the Board of Directors.
These warrants will vest immediately upon grant and have a 10-year term.
 
STOCK OWNERSHIP:  As we have discussed, upon your appointment as CEO you will
become the holder of 5.0% of the Company's stock (calculated on a
fully-diluted basis), consisting of the following:
 
       (i)   The purchase by you of 1.143 million shares of Class B stock at
             a price of $3.50 per share(1), payable in cash, for a total
             investment of $4 million. This represents 1.1% of the fully
             diluted share capital of the Company.
 
       (ii)  The award to you of 4.15 million options to purchase shares of
             Class A stock, exercisable at a price of $3.50 per share. This
             represents 3.9% of the fully diluted share capital of the Company.
 
The stock and options described above will vest over a 3-year period as
follows: 25% upon grant (the grant date will be your initial date of
employment), 25% after one year of employment, and 25% per year thereafter.
 
----------------
(1) All share numbers and prices are expressed on a "pre-split" basis. It is
    expected that the Company will be undertaking a 10-for-1 stock split in the
    near future.
 
 
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Mr. Farid Suleman
February 15, 2002
Page -2-
 
 
The other terms of the Class B Stock and the Class A options include (i)
certain tag-along and drag-along provisions; (ii) certain restrictions on
transfer; and (iii) certain termination and repurchase provisions upon
termination of employment or breach of employee covenants. In addition, the
Class B Stock carries dividend and voting rights, and the Class A options
will have a  10-year term. In the case of both the Class B Stock and the
Class A options (when exercised), you will be required to enter into a
Stockholders' Agreement with the Company. I attach a summary term sheet for
both the Class B stock and the Class A options as well as a form of the
Stockholders' Agreement entered into by Company management at the time of the
initial issuance of the Class B Stock, which sets out the principal terms in
greater detail. The specifics of your offer do vary in several respects from
the current agreements (i.e., vesting, exercise price, etc.); the terms in
this letter supercede the original agreements.
 
BENEFITS:  You will be entitled to Citadel's standard employee benefit
package.
 
DATE OF EMPLOYMENT:  We look forward to your employment commencing as soon as
possible, but no later than March 4, 2002.
 
I trust that the above accurately reflects our discussions and verbal
understanding. If all of the above comports with your understanding of our
agreement, please sign and return one copy to me and retain one copy for your
records. Should you have any questions, please do not hesitate to call me or
Sandra Horbach.
 
We are very excited to welcome you as our partner and look forward to working
together with you to realize Citadel's significant future potential.
 
With warm regards,
 
 
 
/s/ THEODORE J. FORSTMANN         2/15/02
-------------------------         -------
Theodore J. Forstmann             Date
Senior Founding Partner
Forstmann Little & Co.
 
 
 
/s/ FARID SULEMAN                 2/15/02
-------------------------         -------
Farid Suleman                     Date
 
 
 
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                        Citadel Broadcasting Corporation
                           City Center West, Suite 400
                          7201 West Lake Mead Boulevard
                             Las Vegas, Nevada 89128
 
 
 
 
June 4, 2002
 
Farid Suleman
Forstmann Little & Co.
767 Fifth Avenue, 44th Floor
New York, New York 10153
 
Dear Farid:
 
         In accordance with the letter from Theodore J. Forstmann to
you, dated February 15, 2002, confirming the terms of your employment,
the option grant to you to purchase 4,150,000 shares of Class A common
stock shall be March 4, 2002.
 
         Please confirm your agreement with the foregoing by signing
this letter in the space provided below and returning a signed copy of
the letter to the undersigned.
 
 
 
                                       Very truly yours,
 
                                       CITADEL BROADCASTING
                                       CORPORATION
 
                                         /s/ Sandra J. Horbach
                                       -----------------------------------------
                                       By:   Sandra J. Horbach
                                       Its:  Vice President
 
 
ACKNOWLEDGED
AND CONFIRMED
 
 
/s/ Farid Suleman
-----------------------------
Farid Suleman
 
 
 
 
 
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                        Citadel Broadcasting Corporation
                       7201 W. Lake Mead Blvd., Suite 400
                               Las Vegas, NV 89128
 
 
 
 
                                                                   July 17, 2003
 
 
Mr. Farid Suleman
Greenwich, CT
 
Dear Farid:
 
This letter is intended to clarify the letter, dated February 15, 2002,
describing the terms of your employment with Citadel Broadcasting Corporation.
This letter confirms our mutual understanding that your annual bonus, described
in the letter under the heading "Compensation", may be paid either in cash or in
the form of warrants, at the option of Citadel's board of directors. This letter
also confirms that, if the annual bonus is paid in the form of warrants, the
exercise price and number of shares to which the warrants relate will be
determined by Citadel's board of directors on the date of payment, so that the
value of the warrants (as determined by the board of directors) is equal to the
amount of the bonus awarded by the board of directors.
 
If the above comports with your understanding of our agreement, please sign
below and return one copy to me and retain one copy for your records.
 
Very truly yours,
 
CITADEL BROADCASTING CORPORATION
 
 
 
By: /s/ Sandra J. Horbach
   -----------------------
Name:  Sandra J. Horbach
Title: Vice President and Assistant Secretary
 
 
 
/s/ Farid Suleman
-----------------------
Farid Suleman
 
 
 
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<DESCRIPTION>EXHIBIT 10.22

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<Page>

 

                                                                   EXHIBIT 10.22

 

                        Citadel Broadcasting Corporation

                       7201 W. Lake Mead Blvd., Suite 400

                               Las Vegas, NV 89128

 

 

 

 

                                                                   July 17, 2003

 

 

Mr. Farid Suleman

Greenwich, CT

 

Dear Farid:

 

This letter is intended to clarify the letter, dated February 15, 2002,

describing the terms of your employment with Citadel Broadcasting Corporation.

This letter confirms our mutual understanding that your annual bonus, described

in the letter under the heading "Compensation", may be paid either in cash or in

the form of warrants, at the option of Citadel's board of directors. This letter

also confirms that, if the annual bonus is paid in the form of warrants, the

exercise price and number of shares to which the warrants relate will be

determined by Citadel's board of directors on the date of payment, so that the

value of the warrants (as determined by the board of directors) is equal to the

amount of the bonus awarded by the board of directors.

 

If the above comports with your understanding of our agreement, please sign

below and return one copy to me and retain one copy for your records.

 

Very truly yours,

 

CITADEL BROADCASTING CORPORATION

 

 

 

By: /s/ Sandra J. Horbach

   -----------------------

Name:  Sandra J. Horbach

Title: Vice President and Assistant Secretary

 

 

 

/s/ Farid Suleman

-----------------------

Farid Suleman

 

 

 

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