COMMITMENT LETTER

Exhibit 10.4

EXECUTION VERSION

J.P. MORGAN SECURITIES INC.

270 Park Avenue

New York, New York 10017

JPMORGAN CHASE BANK, N.A.

270 Park Avenue

New York, New York 10017

December 20, 2006

Commitment Letter

Citadel Broadcasting Corporation

City Center West, Suite 400

7201 West Lake Mead Boulevard

Las Vegas, Nevada 89128

Ladies and Gentlemen:

You have advised J.P. Morgan Securities Inc. (“ JPMorgan ”) and JPMorgan Chase Bank, N.A. (“ JPMorgan Chase Bank ”; together with JPMorgan, the “ Commitment Parties ”) that Citadel Broadcasting Corporation, a Delaware corporation (the “ Borrower ”), has entered into an Agreement and Plan of Merger dated as of February 6, 2006 and amended November 19, 2006 among The Walt Disney Company, a Delaware corporation (“ TWDC ”), ABC Radio Holdings, Inc. (formerly known as ABC Chicago FM Radio, Inc.), a Delaware corporation and an indirect wholly-owned subsidiary of TWDC (the “ Target ”), the Borrower and Alphabet Acquisition Corp. (“ Merger Sub ”), a Delaware corporation and wholly-owned subsidiary of the Borrower (including schedules and exhibits, the “ Transaction Agreement ”). Prior to or on the Closing Date, pursuant to a Separation Agreement between TWDC and the Target (the “ Separation Agreement ”), TWDC will (i) contribute to the Target the assets identified to us as “Alphabet” (including the Target, the “ Acquired Business ”), (ii) separate the Acquired Business from TWDC and (iii) distribute the stock of the Target to the shareholders of TWDC (the “ TWDC Shareholders ”) (collectively, the “ Separation ”) and Target will incur secured third party indebtedness (the “Target Indebtedness”) in the principal amount of up to $1,350,000,000. The proceeds of the Target Indebtedness will be paid to TWDC as a portion of the consideration for the contribution of the Acquired Business to the Target.

We understand that on the Closing Date, the Borrower will (i) obtain the Facilities described below and (ii) pay a special distribution in the approximate principal amount of up to $486,000,000 to its shareholders (the “ Citadel Shareholders ”). Immediately thereafter, pursuant to the Transaction Agreement, Merger Sub will be merged with and into the Target (the “ Merger ”). Concurrently therewith, the Target Indebtedness and the existing Credit Agreement of Citadel Broadcasting Company, a wholly owned subsidiary of the Borrower and substantially all of the Borrower’s existing convertible notes may be repaid from the proceeds of the Facilities described below. After giving effect to the Transactions, the TWDC Shareholders will own approximately 57% of the capital stock of the Borrower and the Citadel Shareholders will own approximately 43% of the capital

stock of the Borrower. The transactions contemplated by this paragraph and the prior paragraph and all related transactions are collectively referred to as the “ Transactions .”

The currently contemplated sources and uses of funding for the Transactions are described in the Sources and Uses Table (the “ Table ”) attached hereto as Schedule 1.

We understand that in order to finance the Transactions and certain related expenses, to refinance the Existing Credit Agreement and for other general corporate purposes, the Borrower will require senior credit facilities of up to $2,650,000,000 (the “ Facilities ”), which shall include credit facilities of the Borrower comprised of (i) a tranche A term loan facility in the aggregate principal amount of $600,000,000 (the “ Tranche A Term Loan Facility ”), (ii) a tranche B term loan facility in the aggregate principal amount of $1,850,000,000 (the “ Tranche B Term Loan Facility ”; together with the Tranche A Term Loan Facility, the “ Term Facilities ”) and (iii) a revolving credit facility in an aggregate principal amount of $200,000,000 (the “ Revolving Credit Facility ”; together with the Term Facilities, the “ Facilities ”).

Attached as Exhibit A to this Commitment Letter are the statements of terms and conditions (the “ Term Sheet ”) setting forth the principal terms and conditions on and subject to which (a) JPMorgan is willing to act as sole lead arranger and sole bookrunner for the Facilities and (b) JPMorgan Chase Bank is willing to provide the entire amount of the Facilities.

The definitive credit documentation will contain such customary representations and warranties, covenants, conditions precedent, events of default and other terms and provisions not inconsistent with the Term Sheet as may be requested by, and in either case will otherwise be in form and substance reasonably satisfactory to the Commitment Parties and the Borrower. As you know, JPMorgan and JPMorgan Chase Bank have arranged and agented numerous bank financings for Forstmann Little & Co. and its sponsored companies, and in developing the final terms and conditions for the Facilities, we will draw upon our experience in such bank financings.

It is agreed that JP Morgan will act as the sole lead arranger and sole bookrunner for the syndication of the Facilities to a group of financial institutions (together with JPMorgan Chase, the “ Lenders ”) to be formed by JPMorgan in consultation with the Borrower. We intend to begin syndication promptly. It is further agreed that JPMorgan Chase Bank will act as the sole administrative agent for the Facilities, and will perform all of the duties and functions customarily associated with such role. No other co-arrangers, co-agents and co-managers shall be appointed in connection with the Facilities unless you and we shall so agree. Any titles awarded to any Lender would be in name only, and no such Lender would have any role with respect to the matters referred to in this paragraph.

You agree to assist the Commitment Parties in forming the syndicate and to provide each of them and the other Lenders, promptly upon request, with all information reasonably deemed necessary by the Commitment Parties to complete successfully the syndication of the Facilities including, but not limited to, an information package for delivery to potential syndicate members and participants and certain financial models and projections for the Acquired Business and the Borrower (collectively with the Term Sheet, the “ Information Materials ”). You further agree to make, to the extent practicable, appropriate officers and representatives of the Acquired Business available to participate in information meetings for potential syndicate members and participants at such times and places as the Commitment Parties may reasonably request. You also acknowledge that you will participate in meetings or telephone conference calls with public-side employees and representatives of the Commitment Parties consisting of publishing debt analysts after any public announcement of information discussed in any meetings or telephone conference calls referred to in the immediately preceding sentence to discuss such information; provided that such analysts shall not publish any information obtained from such meetings or calls (i)

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until the syndication of the Facilities has been completed or (ii) in violation of any confidentiality agreement between you and the Commitment Parties.

You will assist us in preparing Information Materials, including a Confidential Information Memorandum, for distribution to prospective Lenders. If requested, you also will assist us in preparing an additional version of the Information Materials (the “ Public-Side Version ”) to be used by prospective Lenders’ public-side employees and representatives (“ Public-Siders ”) who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, TWDC, the Target, their respective affiliates and any of their respective securities (“ MNPI ”) and who may be engaged in investment and other market related activities with respect to the Borrower’s, TWDC’s, the Target’s or their respective affiliates’ securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to us, pursuant to procedures and understandings to be agreed upon (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that no MNPI is contained therein.

The Borrower agrees that the following documents may be distributed to both Private-Siders and Public-Siders, unless the Borrower advises JPMorgan in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders: (a) administrative materials prepared by JPMorgan for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) notification of changes in the Facility’s terms and (c) other materials intended for prospective Lenders after the initial distribution of Information Materials. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

The Borrower hereby authorizes JPMorgan to distribute drafts of definitive documentation with respect to the Facilities to Private-Siders and Public-Siders.

You represent, warrant and covenant that to the best of your knowledge:

(x) except as provided in paragraph (y) below, all information (other than projections, financial models, other estimates and general market information) concerning the Target, Acquired Business, Borrower or the Transactions which has been or is hereafter made available by you or any of your representatives for inclusion in the information package prepared for delivery to potential syndicate members, when taken as a whole, is and will be, when furnished, complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made; and

(y) all financial models, projections, other estimates and general market information that have been or are hereafter made available by you or any of your representatives for inclusion in the information package prepared for delivery to potential syndicate members have been or will be prepared in good faith based upon what you believe to be reasonable assumptions at the time made.

You agree to supplement the information and financial models referred to in clauses (x) and (y) above from time to time until the later of (i) the Closing Date and (ii) completion of the syndication for the Facilities so that the representations and warranties in the preceding sentence remain correct in all

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material respects until such date. In arranging and syndicating the Facilities, the Commitment Parties will use and rely on such information and financial models without independent verification thereof.

JPMorgan Chase Bank’s commitment hereunder and JPMorgan’s agreement to perform the services herein are subject to (a) there not occurring any event, effect, change or circumstance that would, individually or in the aggregate, reasonably be expected to have an Acquired Business Material Adverse Effect (as described in Schedule 2) or a Borrower Material Adverse effect (as described in Schedule 3), (b) our not becoming aware after the date hereof of any information (excluding any information relating to financial models and underlying assumptions relating to the projections and general economic information) affecting the Borrower, the Acquired Business and their respective subsidiaries that in our reasonable judgment is inconsistent in a material and adverse manner with any other information disclosed to us prior to the date hereof and that could reasonably be expected to materially impair the syndication of the Facilities, (c) our satisfaction that prior to and during syndication of the Facilities there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower, the Acquired Business or any of the Borrower’s subsidiaries other than the Target Indebtedness, and (d) the negotiation, execution and delivery of documentation for the Facilities on or prior to August 6, 2007.

You agree that no Lender will receive any compensation of any kind for its participation in the Facilities, except as expressly provided for in this Commitment Letter, in the Fee Letter referred to below or as may be agreed to by the Commitment Parties.

The reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of FCC counsel, one counsel to the Commitment Parties and one local counsel in any necessary jurisdiction, expenses attributable to processing primary assignments and our syndication out-of-pocket expenses) of the Commitment Parties arising in connection with the preparation, execution and delivery of this letter and the definitive financing agreements shall be for the account of the Borrower but shall be payable only if the Closing Date occurs.

You further agree to indemnify and hold harmless each Lender (including JPMorgan Chase Bank), JPMorgan, and each director, officer, employee, affiliate and agent thereof (each, an “ indemnified person ”) against, and to reimburse each indemnified person, upon its demand, for, any actual out-of pocket losses, claims, damages, liabilities or related expenses (“ Losses ”) to which such indemnified person may become subject insofar as such Losses arise out of or in any way relate to or result from this Commitment Letter or the financing contemplated hereby, including, without limitation, Losses consisting of legal expenses of one counsel for each group of indemnified persons which do not have conflicting interests and other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to any of the foregoing (whether or not such indemnified person is a party thereto); provided that the foregoing will not apply to any Losses to the extent they result from (i) the gross negligence, bad faith or willful misconduct of such indemnified person or (ii) the breach by such indemnified person of its obligations hereunder. Your obligations under this paragraph shall remain effective whether or not definitive financing documentation is executed and notwithstanding any termination of this Commitment Letter. Neither any Commitment Party nor any other indemnified person nor you shall be responsible or liable to any other person for consequential, punitive or indirect damages which may be alleged as a result of this Commitment Letter or the financing contemplated hereby. Neither you nor any indemnified person shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons.

The provisions of this Commitment Letter are supplemented as set forth in a separate fee letter, dated the date hereof, from us to you (the “ Fee Letter ”) and are subject to the terms of such Fee

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Letter. By executing this Commitment Letter, you and we acknowledge that this Commitment Letter and the Fee Letter are the only agreements among you and the Commitment Parties with respect to the Facilities and set forth the entire understanding of the parties with respect thereto. Neither this Commitment Letter nor the Fee Letter shall be assignable by you or the Commitment Parties without the prior written consent of the other parties thereto, and neither this Commitment Letter nor the Fee Letter may be changed except pursuant to a writing signed by each of the parties thereto. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. The Commitment Parties may share information obtained in connection with this Commitment Letter with their affiliates who are directly involved in the consideration of this matter, and each may perform its agreements or fulfill its commitment hereunder in conjunction with such affiliates. Any such affiliate shall be entitled to the benefits and be subject to the terms of this Commitment Letter.

You acknowledge that the Commitment Parties and their respective affiliates (the terms “Commitment Parties” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests. The Commitment Parties will not use confidential information obtained from you by virtue of the financing contemplated hereby or its other relationships with you in connection with the performance by the Commitment Parties of services for other companies, and the Commitment Parties will not furnish any such information to other companies. The Commitment Parties will use such confidential information only in connection with the financing contemplated hereby. You also acknowledge that the Commitment Parties have no obligation to use in connection with the financing contemplated hereby, or to furnish to you, confidential information obtained from other companies.

As the lead arranger, JPMorgan will manage, in consultation with you, all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders and the allocation and distribution of fees among the Lenders. In acting as the lead arranger, JPMorgan will have no responsibility other than to arrange the syndication as set forth herein and shall in no event be subject to any fiduciary or other implied duties. Additionally, the Borrower acknowledges and agrees that, as lead arranger, JPMorgan is not advising the Borrower as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and JPMorgan shall have no responsibility or liability to the Borrower with respect thereto. Any review by JPMorgan of the Borrower, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of JPMorgan and JPMorgan Chase Bank and shall not be on behalf of the Borrower.

Each of the Commitment Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its affiliates and to its and its affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and will agree with such Commitment Party to keep such Information confidential), (b) to the extent required by any regulatory authority with jurisdiction over it, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Commitment Letter or the enforcement of rights hereunder or thereunder, (f) subject to an agreement (including by “click through” acceptances or an Intralinks website) containing provisions substantially the same as those of this paragraph, to (i) any Lender or any prospective Lender or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower

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and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this paragraph or (y) becomes available to the Commitment Parties, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this paragraph, “Information” means all information received from you, the Borrower, TWDC or any of your or TWDC’s affiliates relating to the Acquired Business, the Borrower or any of the subsidiaries thereof or any of their respective businesses, other than any such information that is available to the Commitment Parties or any Lender on a nonconfidential basis prior to disclosure by the Borrower or its affiliates. Any person required to maintain the confidentiality of Information as provided in this paragraph shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

This Commitment Letter is delivered to you on the understanding that prior to its acceptance by you, neither this letter, the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person except to your affiliates and your and your affiliates’ employees, agents, shareholders, directors and advisers (and, on a confidential basis, those of TWDC) who are directly involved in the consideration of this matter (except that the Fee Letter may not be disclosed to TWDC) or as disclosure may be compelled pursuant to a judicial or administrative proceeding or as otherwise required by law; provided that the Fee Letter and its contents may not be so disclosed unless disclosure is compelled pursuant to a judicial or administrative proceeding or as otherwise required by law. Notwithstanding anything to the contrary, this Commitment Letter and the Term Sheet may be filed with the United States Securities and Exchange Commission as part of the Borrower’s Form S-4 Registration Statement (it being understood that the Fee Letter may not be filed with the Securities and Exchange Commission).

Your obligations under this Commitment Letter (other than (i) provisions relating to titles awarded in connection with the Facilities and assistance to be provided by you in connection with the syndication thereof and (ii) the confidentiality provisions set forth above) shall automatically terminate and be superseded by the provisions of the definitive documentation relating to the Facilities upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time.

This Commitment Letter supersedes and replaces the Commitment Letter dated February 6, 2006 between you and us.

If you are in agreement with the foregoing, please sign and return to JPMorgan Chase Bank one of the enclosed copies of each of this Commitment Letter and the Fee Letter no later than 6:00 p.m., New York time, on December 22, 2006. This offer shall terminate at such time unless prior thereto we shall have received signed copies of such letters.

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We look forward to working with you on this transaction.

Accepted and agreed to as of the date first above written:

Schedule 1

SOURCES AND USES TABLE

($ Millions)