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Exhibit 2.13
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/ Donna L. Heffner
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Name: Donna L. Heffner
Title: Executive Vice President,
Chief Financial Officer
and Secretary
FLCC HOLDINGS, INC.
By: /s/ Thomas Lister
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Name: Thomas Lister
Title: Vice President and Secretary
FLCC ACQUISITION CORP.
By: /s/ Thomas Lister
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Name: Thomas Lister
Title: Vice President and Secretary