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Exhibit 2.2
AMENDMENT TO PURCHASE AGREEMENT
On this 22nd day of December, 1999, CAT COMMUNICATIONS, INC., an
Oklahoma corporation ("CAT"), DESERT COMMUNICATIONS III, INC., a Delaware
corporation ("Desert"), and CITADEL BROADCASTING COMPANY, a Nevada corporation
("Citadel"), herein amend the Purchase Agreement among them dated as of August
23, 1999 (the "Purchase Agreement").
RECITALS:
The parties hereto desire to amend the Purchase Agreement in certain
respects.
NOW, THEREFORE, the parties agree as follows:
1. Section 2.2(a) of the Purchase Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"(a) Payment. The Purchase Price, less the Held Back Amount,
shall be paid at the Closing to the Partners (58% to CAT and 42% to
Desert) in cash by wire transfer of immediately available funds to
accounts designated by the Partners in writing at least three days
prior to the Closing Date. In addition, the Partners hereby direct
Citadel to, and Citadel shall, pay the Net Profits Amount at the
Closing by delivery of six promissory notes, dated the Closing Date,
executed by Citadel in favor of each of the six holders of the Net
Profits Agreements, in the principal amount of the Net Profits Amount
for such holders as set forth on the Net Profits Certificate and in the
form of Exhibit E attached hereto."
2. Section 11.1 of the Purchase Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"11.1 Closing Date. The Closing shall occur on the later of
(a) December 23, 1999 or (b) a date mutually selected by the Partners
and Citadel in writing, provided that FCC Approval has become a Final
Order. The Closing shall begin at 10:00 a.m., local time, on the date
of the Closing (the "Closing Date") at the offices of Eckert Seamans
Cherin & Mellott, LLC, 600 Grant Street, 44th Floor, Pittsburgh,
Pennsylvania 15219, counsel for Citadel."
3. The Purchase Agreement is in all other respects unamended.
4. This Amendment to Purchase Agreement may be executed in one or more
counterparts, each of which together shall constitute a single instrument.
Signatures on this Amendment to Purchase Agreement transmitted by facsimile
shall be deemed to be original signatures for all purposes of this Amendment to
Purchase Agreement.
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5. This Amendment to Purchase Agreement shall be governed by and
construed in accordance with the internal laws, and not the laws of conflicts,
of the State of Oklahoma.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Purchase Agreement effective as of the date first written above.
CAT COMMUNICATIONS, INC.
By: /s/ Michael L. Gumb
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Name: Michael L. Gumb
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Title: Vice President
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DESERT COMMUNICATIONS III, INC.
By: /s/ Jeffrey S. Kilrea
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Name: Jeffrey S. Kilrea
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Title: Vice President
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CITADEL BROADCASTING COMPANY
By: /s/ Donna L. Heffner
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Name: Donna L. Heffner
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Title: Vice President
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EXHIBIT E
FORM OF PROMISSORY NOTE
See attached.
[Pursuant to Regulation S-K, Item 601(b)(2), Registrant agrees to furnish
supplementally a copy of this exhibit to the Securities and Exchange Commission
upon request.]