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Exhibit 2.5
FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Fourth Amendment to Agreement and Plan of Merger ("Amendment") is
entered into as of June 15, 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 May 10, 2000 to extend the
date on which Parent or the Company may terminate the Merger Agreement from May
31, 2000 to June 30, 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 June 30, 2000 appearing in clause (i)
of Section 6.1(b) of the Merger Agreement is hereby amended to read "July 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.
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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/ JOHN A. HAIGH
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Name: John A. Haigh
Title: Vice President
AT&T LATIN AMERICA CORP.
By: /s/ JOHN A. HAIGH
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Name: John A. Haigh
Title: President
FRANTIS, INC.
By: /s/ GARY SWENSON
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Name: Gary Swenson
Title: Secretary
FIRSTCOM CORPORATION.
By: /s/ PATRICIO E. NORTHLAND
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Name: Patricio E. Northland
Title: President and Chief
Executive Officer
