Amendment to Agreement and Plan of Merger among AT&T Corp., AT&T Latin America Corp., Frantis, Inc., and FirstCom Corporation

Summary

This amendment, dated February 1, 2000, modifies the original Agreement and Plan of Merger between AT&T Corp., AT&T Latin America Corp., Frantis, Inc., and FirstCom Corporation. The main change is to extend the date by which either AT&T or FirstCom can terminate the merger agreement from April 30, 2000, to May 31, 2000. All other terms of the original merger agreement remain unchanged. The amendment becomes effective once all parties have signed it.

EX-2.2 3 ex2-2.txt AMENDMENT TO AGREEMENT AND PLAN OF MERGER 1 Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger ("Amendment") is entered into as of February 1, 2000 by and among AT&T Corp. ("Parent"), a New York corporation, AT&T Latin America Corp. ("RV"), a Delaware corporation (formerly named Kiri Inc.), Frantis, Inc.("Merger Sub"), a Delaware corporation, and FirstCom Corporation (the "Company"), a Texas Corporation. RECITALS A. Parent, RV, Merger Sub and the Company have entered into an Agreement and Plan of Merger, dated as of November 1, 1999 (the "Merger Agreement"). B. Each of Parent and the Company desire to extend the date on which either of them may terminate the Merger Agreement. NOW, THEREFORE, the parties agree as follows: 1. DEFINED TERMS. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement. 2. EXTENSION OF DATE. The date of April 30, 2000 appearing in clause (i) of Section 6.1(b) of the Merger Agreement is hereby amended to read "May 31, 2000." 3. NO OTHER AMENDMENT OR MODIFICATION. The Merger Agreement shall remain in full force and effect except as expressly amended or modified hereby. 4. COUNTERPARTS. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 5. EFFECTIVENESS. This Amendment shall be effective only upon execution and delivery by each of the parties hereto. [rest of page intentionally left blank; signature page follows] 2 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above. AT&T Corp. By: /s/ JOHN A. HAIGH -------------------------------------- Name: John A. Haigh Title: Vice President AT&T Latin America Corp. By: /s/ JOHN A. HAIGH -------------------------------------- Name: John A. Haigh Title: Vice President Frantis, Inc. By: /s/ FRED DIBLASIO -------------------------------------- Name: Fred DiBlasio Title: President FirstCom Corporation By: /s/ PATRICIO E. NORTHLAND -------------------------------------- Name: Patricio E. Northland Title: President and Chief Executive Officer