EXHIBIT 2.4
FLCC Holdings, Inc.
c/o Forstmann Little & Co.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 22, 2001
Citadel Communications Corporation
City Center West, Suite 400
0000 Xxxx Xxxx Xxxx Xxxx.
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxxxxxx X. Xxxxxx
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. as amended March 13, 2001 (the "MERGER AGREEMENT"). Any
capitalized terms used herein but not defined herein shall have the meanings
assigned to such terms in the Merger Agreement. Upon acceptance by you, this
letter will confirm our understanding as follows:
Section 5.12 of the Merger Agreement provides that, following the
approval of the Company's stockholders of the Company Proposal, upon the request
of Parent and at Parent's expense, the Company will cause CBC to commence the
Debenture Offer, the Preferred Stock Offer, the Solicitation and the Preferred
Stock Solicitation. Notwithstanding the provision of Section 5.12 of the Merger
Agreement, the Company hereby agrees that, following the earlier of (i) the
approval of the Company's stockholders of the Company Proposal and (ii) such
time that the Federal Communications Commission grants the parties' application
to transfer control of CBC's FCC licenses, upon the request of Parent and at
Parent's expense, the Company will cause CBC to commence the Debenture Offer,
the Preferred Stock Offer, the Solicitation and the Preferred Stock
Solicitation.
Section 1.1(b) of the Merger Agreement provides that the Closing shall
occur as soon as practicable after the fulfillment or waiver of the conditions
set forth in Article VIII of the Merger Agreement, or at such other time as
Parent and the Company may agree. The Company agrees that, if requested from
time to time by Parent, it shall agree pursuant to Section 1.1(b) that the
Closing may be extended up to twenty business days after the satisfaction of the
conditions contained in Sections 8.1.1 and 8.1.3 of the Merger Agreement (even
if all conditions to the merger have otherwise been fulfilled) if, in the
judgment of Parent, such extension is necessary to successfully consummate the
Debenture Offer and the Preferred Stock Offer concurrently with the Merger.
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/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President and Secretary
FLCC ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxx
------------------
Name: Xxxxxx Xxxxxx
Title: Vice President and Secretary
Agreed to and Accepted as
of the date above written:
CITADEL COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Chairman, Chief Executive Officer and President
