EXHIBIT 2.2
FLCC Holdings, Inc.
c/o Forstmann Little & Co.
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January 15, 2001
Citadel Communications Corporation
City Center West, Suite 400
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Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Ladies & Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated as
of January 15, 2001, by and between Citadel Communications Corporation and FLCC
Holdings, Inc. (the "AGREEMENT"). Any capitalized terms used herein but not
defined herein shall have the meanings assigned to such terms in the Agreement.
The parties hereto agree as follows:
1. Notwithstanding anything in the Merger Agreement to the contrary, if
in connection with any changes in FCC rules or policies adopted in
connection with the FCC proceeding captioned In the Matter of
Definition of Radio Markets, MM Docket No. 00-244, NOTICE OF
PROPOSED RULE MAKING (Released December 13, 2000) or any related
proceeding (collectively, the "Definition Proceedings"), including
the application of the changed rules or policies to the FCC Consent,
the Merger, the operation of the business of the Company or
otherwise, the Company and its subsidiaries divest, agree to divest
or are required to divest Company Licensed Facilities (other than
Company Licensed Facilities that the Company has indicated to Parent
in writing prior to the date hereof it intends to divest) that, in
the aggregate, contributed $14 million or more to the consolidated
broadcast cash flow of the Company for the 12 month period
immediately preceding any such divestitures, then Parent shall have
the right to terminate the Agreement. In the event of such a
termination, the Agreement shall forthwith become void, and there
shall be no liability under the Agreement on the part of Parent or
the Company.
2. Parent, in evaluating whether to enter into the Agreement, has not
relied on any forward looking financial information provided by the
Company other than the information contained in the written
projections entitled "Base Case: Includes
Tuscon (excl. Spin markets)" ("Base Case Projections"). While
acknowledging Parent's reliance on the forward looking information
presented in the Base Case Projections, the parties also acknowledge
that the Company makes no representation or warranty in this letter
agreement or in the Agreement with respect to the Base Case
Projections. The parties acknowledge that the Parent does not
relinquish any rights to make a claim that a material failure to
meet the forecasts contained in the Base Case Projections
constitutes a Company Material Adverse Effect.
If you are in agreement with the aforementioned terms, please indicate
your acceptance by signing where indicated below.
Very truly yours,
FLCC HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Agreed to and Accepted as
of the date above written:
CITADEL COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman, Chief Executive Officer and President