THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Citadel Broadcasting Corporation (CDL)

4/17/2006 Proxy Information

Forstmann Little & Co. are 5% Owners - Theodore J. Forstmann is Special Limited Partner and a member of the advisory board of Forstmann Little & Company.

J. Anthony Forstmann is the brother of Theodore J. Forstmann.

In June 2001, the Company was capitalized by four partnerships affiliated with Forstmann Little & Co. and members of the CompanyŐs management to acquire Citadel Communications Corporation, which was then a publicly owned company. The Company financed the acquisition by issuing its common stock to the Forstmann Little partnerships and members of management, by incurring indebtedness under a new credit facility and by issuing an aggregate of $500 million of subordinated debentures to two of the Forstmann Little partnerships. These partnerships immediately distributed the subordinated debentures to their respective limited partners. The subordinated debentures were general senior subordinated obligations, were not subject to mandatory redemption and were to mature in three equal annual installments beginning June 26, 2012, with the final payment due on June 26, 2014. The debentures bore interest at a fixed rate of 6%, payable semi-annually in June and December each year. On February 18, 2004, the Company prepaid all of the outstanding subordinated debentures with the net proceeds from the offering by the Company of 9,630,000 shares of common stock and the issuance of $330.0 million of convertible subordinated notes.

Each of the four Forstmann Little partnerships has a contractual right, for so long as it holds any shares of common stock of the Company, to designate a nominee for election to the CompanyŐs Board of Directors, and the Company is obligated to solicit proxies in favor of each of these four nominees and to use reasonable efforts to cause each of these four nominees to be elected. The contractual rights to designate a nominee for election to the CompanyŐs Board of Directors described in this paragraph are expected to be terminated prior to the closing of the transactions pursuant to which the Company will combine with the ABC Radio Stations and the ABC Radio Network businesses, in accordance with the terms of the ABC Radio Merger Agreement.

The Company has also granted to the Forstmann Little partnerships six demand rights to cause the Company to file a registration statement under the Securities Act covering resales of all shares of common stock of the Company held by the Forstmann Little partnerships, and to cause the registration statement to become effective. The registration rights agreement also grants ŇpiggybackÓ registration rights permitting the Forstmann Little partnerships to include their registrable securities in a registration of securities by the Company. Under the agreement, the Company will pay the expenses of these registrations.

The Company reimburses Forstmann Little & Co. and its affiliates for expenses paid on the CompanyŐs behalf and receives reimbursements from Forstmann Little & Co. for expenses paid on its behalf, including travel and related expenses, and office and other miscellaneous expenses. For the year ended December 31, 2005, the Company reimbursed Forstmann Little & Co. and its affiliates a net amount of approximately $2.2 million. Forstmann Little & Co. also provides use of office space to certain of the CompanyŐs executive officers and employees at no cost.

FL Aviation Corp., an affiliate of Forstmann Little & Co., operates and maintains the CompanyŐs corporate aircraft at cost. In connection therewith, the Company reimburses all costs incurred by FL Aviation Corp. in operating the aircraft.

The CompanyŐs Chairman and Chief Executive Officer, Farid Suleman, is a special limited partner of Forstmann Little & Co. Mr. Suleman was paid approximately $0.6 million in 2005 for providing advice and consulting services to Forstmann Little & Co. as a special limited partner. Mr. Suleman has the right to invest in Forstmann Little & Co. portfolio investments from time to time. Mr. Suleman has informed us that he has not invested in the Forstmann Little partnershipsŐ investments.

Certain of our other directors also have or have had relationships with Forstmann Little & Co. Theodore J. Forstmann is the senior partner of Forstmann Little & Co. J. Anthony Forstmann is his brother and a special limited partner of Forstmann Little & Co. Michael A. Miles also is a special limited partner of Forstmann Little & Co. and serves on the Forstmann Little advisory board. Sandra J. Horbach and Gordon A. Holmes each were general partners of the Forstmann Little partnerships that are general partners of the funds that own shares of common stock of the Company until they resigned from those positions in 2004 and as of November 1, 2005, respectively, and became limited partners of those partnerships. Wayne T. Smith is a limited partner of two of the funds that own shares of common stock of the Company. As a result of their relationships with Forstmann Little & Co., Messrs. T. Forstmann, Anthony Forstmann, Miles and Smith and Ms. Horbach have an economic interest in certain of the Forstmann Little & Co. partnerships and their portfolio investments, including the Company, but of those directors, only Mr. T. Forstmann has any voting or investment power over the shares of common stock of the Company. Herbert J. Siegel serves as a director of IMG Worldwide Holdings Inc., a majority of the stock of which is controlled by certain affiliated partnerships of Forstmann Little & Co. David W. Checketts, a director of the Company until his resignation effective March 27, 2006, also serves as a director of IMG Worldwide Holdings Inc. In addition, on January 31, 2005, Mr. T. Forstmann made a loan in the principal amount of $3,500,000 to Sports Capital Partners, LLC, an entity controlled by Mr. Checketts. The loan was repaid in its entirety, with interest, prior to the end of the third quarter in fiscal year 2005.

On February 18, 2004, the Company completed a public offering of 29,630,000 shares of its common stock at $19.00 per share, including 9,630,000 primary shares sold by the Company and 20,000,000 shares sold by certain of the CompanyŐs stockholders. The 20,000,000 shares included 19,856,626 and 18,338 shares of common stock of the Company sold by Forstmann Little & Co. and its affiliates and Randy Taylor, a former executive officer of the Company, respectively.

Randy L. Taylor, a former executive officer of the Company, was indebted to the Company since June 2001 under a promissory note which bore an annual interest rate of 5.02%. This note was delivered to the Company by Mr. Taylor in partial payment for his purchase of common stock of the Company. The promissory note was secured by the 88,785 shares of common stock of the Company to which it relates. On February 18, 2004, Mr. Taylor repaid $304,466 of his note using proceeds of the sale of 18,338 shares of common stock of the Company, and in July 2004, Mr. Taylor repaid an additional $75,000. In connection with his departure from the Company in 2005, Mr. Taylor repaid in full all outstanding amounts owed under the promissory note.

4/14/2005 Proxy Information

Theodore J. Forstmann and J. Anthony Forstmann are brothers.

In June 2001, the Company was capitalized by four partnerships affiliated with Forstmann Little & Co. and members of the CompanyŐs management to acquire Citadel Communications Corporation, which was then a publicly owned company. The Company financed the acquisition by issuing its common stock to the Forstmann Little partnerships and members of management, by incurring indebtedness under a new credit facility and by issuing an aggregate of $500 million of subordinated debentures to two of the Forstmann Little partnerships. These partnerships immediately distributed the subordinated debentures to their respective limited partners. The subordinated debentures were general senior subordinated obligations, were not subject to mandatory redemption and were to mature in three equal annual installments beginning June 26, 2012, with the final payment due on June 26, 2014. The debentures bore interest at a fixed rate of 6% payable semi-annually in June and December each year. The balance of debentures outstanding at December 31, 2003 was $500 million. On February 18, 2004, the Company prepaid all of the outstanding subordinated debentures with the net proceeds from the offering by the Company of 9,630,000 shares of common stock and the issuance of $330.0 million of convertible subordinated notes.

Each of the four Forstmann Little partnerships has a contractual right, for so long as it holds any shares of the CompanyŐs common stock, to designate a nominee for election to the CompanyŐs Board of Directors, and the Company is obligated to solicit proxies in favor of each of these four nominees and to use reasonable efforts to cause each of these four nominees to be elected.

The Company has also granted to the Forstmann Little partnerships six demand rights to cause the Company to file a registration statement under the Securities Act covering resales of all shares of common stock held by the Forstmann Little partnerships, and to cause the registration statement to become effective. The registration rights agreement also grants ŇpiggybackÓ registration rights permitting the Forstmann Little partnerships to include their registrable securities in a registration of securities by the Company. Under the agreement, the Company will pay the expenses of these registrations.

The Company reimburses Forstmann Little & Co. and its affiliates for expenses paid on the CompanyŐs behalf and receives reimbursements from Forstmann Little & Co. for expenses paid on its behalf, including travel and related expenses, and office and other miscellaneous expenses. For the year ended December 31, 2004, the Company reimbursed Forstmann Little & Co. and its affiliates a net amount of approximately $1.7 million. Forstmann Little & Co. also provides use of office space to certain of the CompanyŐs executive officers and employees at no cost.

FL Aviation Corp., an affiliate of Forstmann Little & Co., operates and maintains the CompanyŐs corporate aircraft at cost. In connection therewith, the Company reimburses all costs incurred by FL Aviation Corp. in operating the aircraft.

The CompanyŐs Chairman and Chief Executive Officer, Farid Suleman, is a special limited partner of Forstmann Little & Co. Mr. Suleman was paid approximately $1.1 million in 2004 for providing advice and consulting services to Forstmann Little & Co. as a special limited partner. Mr. Suleman has the right to invest in Forstmann Little & Co. portfolio investments from time to time. Mr. Suleman has informed us that he has not invested in the Forstmann Little partnershipsŐ investments.

Theodore J. Forstmann is the senior partner of, and Gordon A. Holmes is a general partner of, Forstmann Little & Co. Messrs. Forstmann and Holmes serve as members of the CompanyŐs Board of Directors. Michael A. Miles and J. Anthony Forstmann are special limited partners of Forstmann Little & Co. Mr. Miles also serves on the Forstmann Little advisory board and, as such, has an economic interest in the Forstmann Little partnerships. Mr. Miles is also an investor in certain affiliated partnerships of Forstmann Little & Co., which gives him an economic interest in certain portfolio investments, including the Company. J. Anthony Forstmann is the brother of Theodore J. Forstmann. Sandra J. Horbach is a limited partner of Forstmann Little & Co. Mr. Checketts serves as a director of McLeodUSA Incorporated and IMG Worldwide Holdings, Inc., each of whose stock is controlled by certain affiliated partnerships of Forstmann Little & Co. On January 31, 2005, Mr. Theodore Forstmann made a loan in the principal amount of $3.5 million to Sports Capital Partners, LLC, an entity controlled by Mr. Checketts. The loan matures on June 30, 2005, at which time, at Mr. ForstmannŐs option, the loan must be either repaid in its entirety or converted to an equity interest in Sports Capital Partners, LLC.

On February 18, 2004, the Company completed a public offering of 29,630,000 shares of its common stock at $19.00 per share, including 9,630,000 primary shares sold by the Company and 20,000,000 shares sold by certain of the CompanyŐs stockholders. The 20,000,000 shares included 19,856,626 and 18,338 shares of common stock sold by Forstmann Little & Co. and its affiliates and Randy Taylor, one of the CompanyŐs executive officers, respectively.

Randy L. Taylor, one of the CompanyŐs executive officers, has been indebted to the Company since June 2001 under a promissory note which bears an annual interest rate of 5.02%. This note is full recourse against Mr. Taylor. This note was delivered to the Company by Mr. Taylor in partial payment for his purchase of the CompanyŐs common stock. The promissory note was secured by the 88,785 shares of common stock to which it relates. On February 18, 2004, Mr. Taylor repaid $304,466 of his note using proceeds of the sale of 18,338 shares of common stock, and in July 2004, Mr. Taylor repaid an additional $75,000. Based on the closing price of the CompanyŐs common stock on the NYSE on December 31, 2004 of $16.18 per share, the remaining 70,447 shares of common stock were valued at $1,139,832. To the extent Mr. Taylor sells any common stock, the note requires that the net proceeds he receives, after taxes, be used to reduce the outstanding balance under his note. The highest amount outstanding under Mr. TaylorŐs note since January 1, 2004 was $426,800.

4/15/2004 Proxy Information

In June 2001, the Company was capitalized by four partnerships affiliated with Forstmann Little & Co. and members of the Company's management, to acquire Citadel Communications Corporation, which was then a publicly owned company. The Company financed the acquisition by issuing its common stock to the Forstmann Little partnerships and members of management, by incurring indebtedness under a new credit facility and by issuing an aggregate of $500 million of subordinated debentures to two of the Forstmann Little partnerships. These partnerships immediately distributed the subordinated debentures to their respective limited partners. The subordinated debentures were general senior subordinated obligations, were not subject to mandatory redemption and were to mature in three equal annual installments beginning June 26, 2012, with the final payment due on June 26, 2014. The debentures bore interest at a fixed rate of 6% payable semi-annually in June and December each year. The balance of debentures outstanding at December 31, 2003 was $500 million. On February 18, 2004, the Company prepaid all of the outstanding subordinated debentures with the net proceeds from the offering by the Company of 9,630,000 shares of common stock and the issuance of $330.0 million of convertible subordinated notes.

Each of the four Forstmann Little partnerships has a contractual right, for so long as it holds any shares of the Company's common stock, to designate a nominee for election to the Company's board of directors and the Company is obligated to solicit proxies in favor of each of these four nominees and to use reasonable efforts to cause each of these four nominees to be elected.

The Company has also granted to the Forstmann Little partnerships six demand rights to cause the Company to file a registration statement under the Securities Act covering resales of all shares of common stock held by the Forstmann Little partnerships, and to cause the registration statement to become effective. The registration rights agreement also grants "piggyback" registration rights permitting the Forstmann Little partnerships to include their registrable securities in a registration of securities by the Company. Under the agreement, the Company will pay the expenses of these registrations.

The Company's Chairman and Chief Executive Officer, Farid Suleman, is a special limited partner of Forstmann Little & Co. Mr. Suleman is paid $1.2 million per annum for providing advice and consulting services to Forstmann Little & Co. as a special limited partner. Mr. Suleman has the right to invest in Forstmann Little & Co. portfolio investments from time to time. Mr. Suleman has informed us that he has not invested in the Forstmann Little partnerships' investments.

The Company reimburses Forstmann Little & Co. and its affiliates for expenses paid on the Company's behalf and receives reimbursements from Forstmann Little & Co. for expenses paid on its behalf including travel and related expenses, and office and other miscellaneous expenses. For the year ended December 31, 2003, the Company reimbursed Forstmann Little & Co. and its affiliates a net amount of approximately $1.8 million. Forstmann Little & Co. also provides use of office space to the Company's executive officers at no cost.

FL Aviation Corp., an affiliate of Forstmann Little & Co., operates and maintains the Company's corporate aircraft at cost. In connection therewith, the Company reimburses all costs incurred by FL Aviation Corp. in operating the aircraft.

Theodore J. Forstmann is the senior partner of, and Sandra J. Horbach and Gordon A. Holmes are general partners of, Forstmann Little & Co. Messrs. Forstmann and Holmes serve as members of the Company's board of directors. Ms. Horbach also serves as a member of the Company's board of directors and as a non-executive officer of the Company and its subsidiaries, although Ms. Horbach receives no compensation for her services as an officer. Michael A. Miles and J. Anthony Forstmann are special limited partners of Forstmann Little & Co. Mr. Miles also serves on the Forstmann Little advisory board and, as such, has an economic interest in the Forstmann Little partnerships. Mr. Miles is also an investor in certain affiliated partnerships of Forstmann Little & Co., which gives him an economic interest in certain portfolio investments, including the Company. J. Anthony Forstmann is the brother of Theodore J. Forstmann.

Effective July 11, 2003, D. Robert Proffitt ceased to be employed as the Company's President and on July 15, 2003, in accordance with the Company's rights under our stockholder's agreement with Mr. Proffitt, the Company repurchased all unvested shares of common stock held by Mr. Proffitt at cost for an aggregate purchase price of approximately $1.2 million.

On May 21, 2003, Judith A. Ellis, the Company's Chief Operating Officer, purchased a total of 48,899 shares of common stock for approximately $10.23 per share. These shares of common stock are subject to a stockholder's agreement, which, among other things, restricts the transfer of the shares of common stock.

Effective March 31, 2003, Donna L. Heffner resigned as the Company's Executive Vice President, Chief Financial Officer and Secretary and from all executive officer and director positions that she held with subsidiaries of the Company. On May 12, 2003, in accordance with the Company's rights under its stockholder's agreement with Ms. Heffner, the Company repurchased all unvested shares of common stock held by Ms. Heffner at cost for an aggregate purchase price of approximately $1.6 million.

On February 18, 2004, the Company completed a public offering of 29,630,000 shares of its common stock at $19.00 per share, including 9,630,000 primary shares sold by the Company and 20,000,000 shares sold by certain of the Company's stockholders. The 20,000,000 shares included 19,856,626 and 18,338 shares of common stock sold by Forstmann Little & Co. and its affiliates, and Randy Taylor, one of the Company's executive officers, respectively.

Randy L. Taylor, one of the Company's executive officers, has been indebted to the Company since June 2001 under a promissory note which bears an annual interest rate of 5.02%. This note is full recourse against Mr. Taylor. This note was delivered to the Company by Mr. Taylor in partial payment for his purchase of the Company's common stock. The promissory note was secured by the 88,785 shares of common stock to which it relates. Based on the closing price of the Company's common stock on the NYSE on December 31, 2003 of $22.37 per share, the shares of common stock were valued at $1,986,120. To the extent Mr. Taylor sells any common stock, the note requires that the net proceeds he receives, after taxes, be used to reduce the outstanding balance under his note. The highest amount outstanding under Mr. Taylor's note since January 1, 2003 was $413,704. On February 18, 2004, Mr. Taylor repaid $304,466 of his note using proceeds of the sale of 18,338 shares of common stock.