1
Exhibit 2.2
FLCC Holdings, Inc.
c/o Forstmann Little & Co.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 15, 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. (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
2
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/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
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
