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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.
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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/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
AT&T Latin America Corp.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Frantis, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary
FirstCom Corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. NORTHLAND
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Name: ▇▇▇▇▇▇▇▇ ▇. Northland
Title: President and Chief Executive
Officer