EXHIBIT 2.3
AMENDMENT NO. 1, dated March 13, 2001 (this "AMENDMENT"), to the
Merger Agreement, dated as of January 15, 2001 (the "MERGER AGREEMENT"), by and
among FLCC Holdings Inc., a Delaware corporation ( "PARENT"), Citadel
Communications Corporation, a Nevada corporation (the "COMPANY") and FLCC
Acquisition Corp., a Nevada corporation ("MERGER SUB").
WHEREAS, Parent, the Company and Merger Sub desire to amend the Merger
Agreement pursuant to Section 10.2 thereof in the manner set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, Parent, the Company and Merger
Sub hereby agree as follows:
1. All capitalized terms used and not defined herein shall have the
meanings given them in the Merger Agreement. All references to
the Merger Agreement in any other agreement between Parent and
the Company relating to the transactions contemplated by the
Merger Agreement shall be deemed to refer to the Merger Agreement
as amended hereby.
2. The third sentence of subsection 5.9(b) of the Merger Agreement
is hereby amended and restated to state in its entirety as
follows:
"Such actions may be taken by the Company's Board of Directors
only if it has delivered to Parent prior to or on April 26, 2001
written notice of the intent of the Company's Board of Directors
to take such actions, together with a copy of the related
Acquisition Agreement and a description of any terms of the
Takeover Proposal not contained therein."
3. Except as and to the extent expressly modified by this Amendment,
the Merger Agreement shall remain in full force and effect in all
respects.
4. This Amendment shall be governed by and construed in accordance
with the domestic laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other
than the State of New York.
5. This Amendment may be executed in one or more counterparts, and
by the different parties hereto in separate counterparts, each of
which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized officers as of the date first written
above.
CITADEL COMMUNICATIONS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President, Chief Financial Officer
and Secretary
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
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Name: Xxxxxx Xxxxxx
Title: Vice President and Secretary
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