1

                                                                   Exhibit 2.2

                               FLCC Holdings, Inc.
                           c/o Forstmann Little & Co.
                          767 Fifth Avenue, 44th Floor
                            New York, New York 10153



                                January 15, 2001


Citadel Communications Corporation
City Center West, Suite 400
7201 West Lake Mead Blvd.
Las Vegas, Nevada 89128
Attn: Lawrence R. Wilson

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/ Sandra J. Horbach
                                       -------------------------------
                                       Name:  Sandra J. Horbach
                                       Title: President



Agreed to and Accepted as
of the date above written:

CITADEL COMMUNICATIONS CORPORATION


By: /s/ Lawrence R. Wilson
    -----------------------------
    Name:  Lawrence R. Wilson
    Title: Chairman, Chief Executive Officer
           and President