Exhibit 2.1
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1,
dated as of April 20, 2007 (this “ Amendment ”),
is by and among VERIZON COMMUNICATIONS INC., a Delaware corporation
(“ Verizon ”), NORTHERN NEW ENGLAND SPINCO INC.,
a Delaware corporation (“ Spinco ”), and
FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “
Company ”) to the Agreement and Plan of Merger, dated
as of January 15, 2007 (the “ Merger Agreement
”) by and among Verizon, Spinco and the Company. Capitalized
terms used but not defined herein shall have the meanings given to
such terms in the Merger Agreement, and all references to Articles
and Sections herein are references to Articles and Sections of the
Merger Agreement.
In consideration
of the premises and the mutual promises herein made, and in
consideration of the agreements herein contained, the parties,
intending to be legally bound hereby, agree as follows:
1.
Amendment to Section 2.2 . Section 2.2 shall be amended to
read in its entirety as follows:
“2.2
Closing . Unless the transactions herein contemplated shall
have been abandoned and this Agreement terminated pursuant to
Section 9.1, the closing of the Merger and the other transactions
contemplated hereby (the “Closing”) shall take place no
later than 2:00 p.m., prevailing Eastern time, on the last Business
Day of the month in which the conditions set forth in Article VIII
(other than those that are to be satisfied by action at the
Closing) are satisfied or, to the extent permitted by applicable
Law, waived unless otherwise agreed upon in writing by the parties
(but in any event not earlier than the last Friday of December
2007) (the “Closing Date”) at the offices of counsel to
Verizon or such other location as may be reasonably specified in
writing by Verizon.”
2.
Amendment to Section 7.19 . Section 7.19 is hereby amended
to read in its entirety as follows:
7.19
Directors of the Surviving Corporation . The Company,
Verizon and Spinco shall take all action reasonably necessary to
cause the Board of Directors of the Company immediately prior to
the Effective Time to consist of nine members, (i) six of whom
shall be designated by Verizon and (ii) three of whom will be
designated by the Company, which directors shall be evenly
distributed among the Company’s three classes of directors
and shall be the Board of Directors of the Surviving Corporation.
One of the Company’s designees shall serve as chairman of the
board. On
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or prior to May 1,
2007, Verizon shall give the Company written notice setting forth
the name of one of its six designees to the Board of Directors of
the Surviving Corporation and such information with respect to the
one designee as is required to be disclosed in the Proxy
Statement/Prospectus or the proxy statement for such annual meeting
(together with any consent to be named as a director if and to the
extent required by the rules and regulations of the SEC). Such
Verizon designee shall be prepared to commence service as a
director of the Company from and after the date that the Requisite
Approval of the Company’s stockholders is obtained, and to
continue to serve in such capacity after the Effective Time. On or
prior to November 1, 2007, Verizon shall give the Company written
notice setting forth the names of the remainder of its designees to
the Board of Directors of the Surviving Corporation and such
information as would be required to be disclosed in a proxy
statement for an annual meeting of the Surviving Corporation
(together with any consent to be named as a director if and to the
extent required by the rules and regulations of the SEC). Promptly
after Verizon gives the latter of such notices, and in any event
within 10 days thereafter, the Company shall notify Verizon of its
designees to the Surviving Corporation’s Board of Directors.
The parties hereto agree that if David L. Hauser is elected a
director at the 2007 annual meeting of the FairPoint stockholders
and continues to serve as a director as of the time of the Merger,
then Verizon shall waive its right to nominate six directors and
shall only have the right to nominate five directors. The designees
of each of Verizon and the Company will be equally distributed
among the classes of the Board of Directors of the Surviving
Corporation, as each of Verizon and the Company shall specify.
Without limiting the foregoing and prior to the Effective Time, the
Company shall take all actions necessary to obtain the resignations
of all members of its Board of Directors who will not be directors
of the Surviving Corporation and for the Board of Directors of the
Company to fill such vacancies with the new directors contemplated
by this Section 7.19. None of Verizon’s director nominees
under this Section 7.19 will be employees of Verizon, its
Affiliates or Cellco Partnership or any of its
Subsidiaries.
3.
Amendment to Section 7.24 Section 7.24 is hereby amended to
read in its entirety as follows:
7.24
Requi
