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                                                                    EXHIBIT 10.1

                       NINTH AMENDMENT TO LOAN INSTRUMENTS

         THIS NINTH AMENDMENT TO LOAN INSTRUMENTS (this "Ninth Amendment"),
dated as of September 15, 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 defined below), and the Lenders which are parties
thereto.

                                    RECITALS

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

         B. Borrowers have requested that Lenders amend the Loan Agreement to
provide that Borrower may use the proceeds of Additional Loans to purchase
internet service providers.

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

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

                  1.1. SECTION 1.1 OF THE LOAN AGREEMENT. Section 1.1 of the
         Loan Agreement is hereby amended by adding the following definitions in
         the appropriate alphabetical order:

                           "ISP: a business in which the majority of its
                  revenues arise out of its activities as an internet service
                  provider.

                           ISP Acquisition: an acquisition of either the
                  Property of an ISP or the capital stock or other equity
                  interests of the Person or Persons which own an ISP.

                           ISP Assets: all Property used in the operations of an
                  ISP."

                  1.2. SECTION 1.1 OF THE LOAN AGREEMENT. Section 1.1 of the
         Loan Agreement is hereby amended by deleting the following definitions
         contained therein and substituting the following in lieu thereof:

                           "Acquisition: an Asset Acquisition, an Equity
                  Acquisition or an ISP Acquisition.

                           Acquisition Merger: an acquisition merger as defined
                  in subsection 4.3.1 or an ISP Acquisition Merger.

                           Asset Acquisition: an acquisition of Station Assets
                  and the related FCC Licenses, Related Business Assets or ISP
                  Assets.

                           Disposition: any sale, lease, assignment, transfer or
                  other disposition of any Property by Borrowers of Station
                  Assets and the Related FCC Licenses, Related Business Assets
                  or ISP Assets.

                           Equity Acquisition: an acquisition of the capital
                  stock or other equity interest of the Person or Persons which
                  own Station Assets and the related FCC Licenses, Related
                  Business Assets or ISP Assets.

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                           Permitted Acquisition: an Acquisition (i) after the
                  consummation of which the Adjusted Leverage Ratio will not
                  exceed the Applicable Ratio as calculated as of the last day
                  of the most recent month preceding the closing date of such
                  Acquisition for which Borrowers have delivered to Lenders the
                  financial statements and other information reasonably
                  necessary to enable Lenders to make such calculation, provided
                  that such delivery shall occur not less than 30 days prior to
                  such closing date, (ii) if such Acquisition is of a Related
                  Business, the aggregate purchase price for such Acquisitions
                  and any prior Acquisitions of Related Business Assets shall
                  not exceed $5,000,000, (iii) if such Acquisition is of one or
                  more Stations, either directly or as a result of an
                  Acquisition Merger, such Acquisition or Acquisition Merger
                  would not result in more than 25% of the aggregate of the
                  Operating Cash Flow of CBC Stations to thereafter be derived
                  from Small Markets, as determined by Agent in its reasonable
                  discretion, (iv) with respect to which the conditions of
                  Section 4.3 are satisfied, except in the case of an
                  Acquisition which is an ISP Acquisition, and (v) if such
                  Acquisition is an ISP Acquisition, the conditions of Section
                  4.5 are satisfied and the aggregate purchase price for such
                  ISP Acquisition and all prior ISP Acquisitions shall not
                  exceed $10,000,000."

                  1.3. SECTION 4.5 OF THE LOAN AGREEMENT. The Loan Agreement is
         hereby amended by adding the following as Section 4.5:

                           "4.5. ISP ACQUISITION. The right of any Borrower to
                  make an ISP Acquisition, whether or not the proceeds of an
                  Additional Loan are used to consummate such ISP Acquisition,
                  shall be subject to the satisfaction of all of the following
                  conditions in a manner satisfactory to the Required Lenders:

                                    4.5.1 CONSUMMATION OF ISP ACQUISITION. Prior
                           or concurrently with each Acquisition Closing, Agent
                           shall have received evidence that (ii) such ISP
                           Acquisition is in accordance with the terms of the
                           applicable Acquisition Instruments, (ii) if such ISP
                           Acquisition is an Asset Acquisition, CBC will acquire
                           concurrently with the ISP Acquisition good and
                           marketable title to all of the ISP Assets which are
                           being purchased pursuant to such Acquisition
                           Instruments, free and clear of all Liens and
                           Indebtedness except Permitted Liens and Indebtedness
                           which CBC has agreed to assume or take subject to
                           pursuant to such Acquisition Instruments, subject to
                           the limitations set forth in Sections 7.1, 7.2 and
                           7.4, (iii) if such ISP Acquisition is an Equity
                           Acquisition, (A) the Property owned by the Person
                           which owns the capital stock or equity interest which
                           are subject to such ISP Acquisition shall be free and
                           clear of all Liens and Indebtedness, except such
                           Liens and Indebtedness as CBC has agreed to assume or
                           take subject to pursuant to such Acquisition
                           Instruments, subject to the limitations set forth in
                           Sections 7.1, 7.2 and 7.4, (B) the Required Lenders
                           shall be reasonably satisfied that adequate provision
                           has been made to protect CBC against the assumption
                           of material undisclosed liabilities and (C)
                           simultaneously with the Acquisition Closing such
                           Person is merged into CBC with CBC being the
                           surviving entity (an "ISP Acquisition Merger") and
                           (iv) any consent, authorization or approval which is
                           required from any Governmental Body or other Person
                           as a condition to the consummation of such ISP
                           Acquisition, the failure to obtain which would
                           prevent the applicable Borrower from operating the
                           ISP which is the subject of such ISP Acquisition, has
                           been obtained.

                                    4.5.2 ISP ACQUISITIONS OVER $1,800,000. If
                           the purchase price of an ISP Acquisition is greater
                           than $1,800,000, Borrower shall have complied with
                           the requirements set forth in Sections 4.3.2, 4.3.3,
                           4.3.4, 4.3.5, 4.3.7, 4.3.8, 4.3.9, 4.3.11, 4.3.12 and
                           4.3.13.

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                                    4.5.3 ISP ACQUISITIONS $1,800,000 OR LESS.
                           If the purchase price for an ISP Acquisition is less
                           than $1,800,000, Borrower shall be required to comply
                           with Sections 4.3.4, 4.3.7, 4.3.8, 4.3.11, 4.3.12 and
                           4.3.13."

         2. CONDITIONS TO EFFECTIVENESS. This Ninth Amendment shall not become
effective with respect unless and until Borrowers shall have paid to Agent a
non-refundable amendment fee of $30,000.

         3. 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 Ninth Amendment.

         4. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Ninth 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 and shall be true and correct on the date hereof, except to the extent
such representations and warranties by their nature relate to an earlier date.

         5. CONFIRMATION OF EFFECTIVENESS. Guarantor hereby consents to the
execution of this Ninth 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.

         6. COUNTERPARTS. This Ninth 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 Ninth 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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