Third 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 May 10, 2000, extends the deadline for either AT&T Corp. or FirstCom Corporation to terminate their existing merger agreement from May 31, 2000 to June 30, 2000. All other terms of the original merger agreement remain unchanged. The amendment is effective once all parties have signed it.

EX-2.4 5 ex2-4.txt THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER 1 Exhibit 2.4 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment to Agreement and Plan of Merger ("Amendment") is entered into as of May 10, 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 (the "Parties") have entered into an Agreement and Plan of Merger, dated as of November 1, 1999 (as amended, the "Merger Agreement"). Capitalized terms used herein without definition have the meaning given them in the Merger Agreement. B. The Parties amended the Merger Agreement on February 1, 2000 to extend the date on which either of them may terminate the Merger Agreement from April 30, 2000 to May 31, 2000. C. The Parties desire to extend further again the date on which Parent or the Company 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 May 31, 2000 appearing in clause (i) of Section 6.1(b) of the Merger Agreement is hereby amended to read "June 30, 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. [INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 2 IN WITNESS WHEREOF, the parties hereto 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: President Frantis, Inc. By: /s/ GARY SWENSON -------------------------------------- Name: Gary Swenson Title: Secretary FirstCom Corporation By: /s/ PATRICIO E. NORTHLAND -------------------------------------- Name: Patricio E. Northland Title: President and Chief Executive Officer