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                                                                    EXHIBIT 10.2

                     ELEVENTH AMENDMENT TO LOAN INSTRUMENTS

         THIS ELEVENTH AMENDMENT TO LOAN INSTRUMENTS (this "Eleventh
Amendment"), dated as of November 17, 1998, is among CITADEL BROADCASTING
COMPANY, CITADEL LICENSE, INC., CITADEL COMMUNICATIONS CORPORATION, each a
Nevada corporation, FINOVA CAPITAL CORPORATION, a Delaware corporation, in its
individual capacity and as Agent for all Lenders (this and all other capitalized
terms used but not elsewhere defined herein shall have the respective meanings
ascribed to such terms in the Loan Agreement described below, as amended), and
the Lenders which are parties hereto.

                                 R E C I T A L S

         A. Borrowers, Agent and Lenders entered into an Amended and Restated
Loan Agreement dated as of July 3, 1997 (as amended to the date hereof, the
"Loan Agreement").

         B. Borrowers have requested the consent of Lenders to the acquisition
by Borrowers of the Property and FCC Licenses of Beasely Broadcasting of
Arkansas, Inc, a Delaware corporation, and KAAY License Limited Partnership,
used in the operation of Station KAAY (AM), licensed to Little Rock, Arkansas
(the "Eleventh Amendment Acquisition"). Lenders have agreed to give such
consent, subject to the execution of this Eleventh Amendment and the performance
of the terms and conditions set forth below.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1. CONSENT TO ACQUISITION AND TRANSFER OF FCC LICENSES. Borrowers
represent that attached hereto as Schedule 1 is a true and correct calculation
of the Adjusted Leverage Ratio described in subsection 4.3.4 of the Loan
Agreement, after giving effect to the Eleventh Amendment Acquisition. Based on
the attached Schedule 1, Lenders hereby consent to the Eleventh Amendment
Acquisition, subject to the satisfaction of the conditions contained in this
Eleventh Amendment.

         2. AMENDMENT TO LOAN INSTRUMENTS. The Loan Agreement and other Loan
Instruments are amended as follows:

                  2.1 EXHIBITS TO LOAN INSTRUMENTS. Upon the consummation of the
         Eleventh Amendment Acquisition (i) Borrowers shall deliver to Agent
         amendments to the Exhibits attached to each Loan Instrument (the
         "Exhibit Amendments") which require modification due to the Eleventh
         Amendment Acquisition and (ii) the Exhibit Amendments applicable to the
         Eleventh Amendment Acquisition shall be deemed to be part of the
         applicable Loan Instrument.


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                      2.2 USE AGREEMENT. Upon the consummation of the Eleventh
              Amendment Acquisition, Borrowers shall deliver to Agent a Use
              Agreement, in a form substantially similar to the Amended and
              Restated Use Agreement, reflecting the use by CBC of the FCC
              Licenses acquired in the Eleventh Amendment Acquisition.

         3. CONDITIONS TO EFFECTIVENESS. This Eleventh Amendment shall not
become effective with respect to the Eleventh Amendment Acquisition unless and
until all of the conditions set forth in Section 4.3 of the Loan Agreement are
satisfied with respect to the Eleventh Amendment Acquisition in a manner
satisfactory to Agent as evidenced by a letter from Agent to CBC with respect
thereto.

         4. FEES AND EXPENSES. Borrowers hereby agree to reimburse Lenders for
all reasonable fees and expenses incurred in connection with the consummation of
the transactions contemplated by this Eleventh Amendment.

         5. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Eleventh Amendment, each Obligor represents and warrants to Lenders
that the representations and warranties made by each such Person in each of the
Loan Instruments to which such Person is a party, as such Loan Instruments have
been amended, are true and correct in all material respects as of the date
hereof, except to the extent such representations and warranties by their nature
relate to an earlier date.

         6. CONFIRMATION OF EFFECTIVENESS. Guarantor hereby consents to the
execution of this Eleventh Amendment. Each Obligor hereby agrees that each Loan
Instrument executed by such Person remains in full force and effect in
accordance with the original terms thereof as amended.

         7. COUNTERPARTS. This Eleventh Amendment may be executed in one or more
counterparts, each of which counterparts shall be deemed to be an original, but
all such counterparts when taken together shall constitute one and the same
instrument.


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         IN WITNESS WHEREOF, this Eleventh Amendment has been executed and
delivered by each of the parties hereto by a duly authorized officer of each
such party on the date first set forth above.

                            CITADEL BROADCASTING COMPANY,
                            CITADEL LICENSE, INC. and
                            CITADEL COMMUNICATIONS CORPORATION, each  
                            a Nevada corporation


                            By: 
                                ------------------------------------------------
                                Donna L. Heffner
                                Vice President of each corporation


                            FINOVA CAPITAL CORPORATION, a Delaware corporation, 
                            individually and as Agent


                            By:
                                ------------------------------------------------
                            Name: 
                                ------------------------------------------------
                            Title: 
                                   ---------------------------------------------


                            BANKBOSTON, N.A.


                            By:
                                ------------------------------------------------
                            Name: 
                                ------------------------------------------------
                            Title: 
                                   ---------------------------------------------


                            NATIONSBANK OF TEXAS, N.A.


                            By:
                                ------------------------------------------------
                            Name: 
                                ------------------------------------------------
                            Title: 
                                   ---------------------------------------------


                           THE BANK OF NEW YORK


                            By:
                                ------------------------------------------------
                            Name: 
                                ------------------------------------------------
                            Title: 
                                   ---------------------------------------------


                            UNION BANK OF CALIFORNIA, N.A.


                            By:
                                ------------------------------------------------
                            Name: 
                                ------------------------------------------------
                            Title: 
                                   ---------------------------------------------


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