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Exhibit 2.1
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this
"Amendment") is made and entered into as of this 22nd day of
December, 2006, by
and among US LEC Corp, a Delaware corporation ("US LEC"), PAETEC
Corp., a
Delaware corporation ("PAETEC"), WC Acquisition Holdings Corp., a
Delaware
corporation and a wholly-owned direct subsidiary of PAETEC (the
"Company"), WC
Acquisition Sub U Corp., a Delaware corporation and a wholly-owned
direct
subsidiary of the Company ("Merger Sub U"), and WC Acquisition Sub
P Corp., a
Delaware corporation and a wholly-owned direct subsidiary of the
Company
("Merger Sub P").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties wish to amend the Agreement and Plan of
Merger, dated as of August 11, 2006, by and among US LEC, PAETEC,
Merger Sub U,
Merger Sub P and the Company (the "Merger Agreement") upon the
terms and
conditions set forth in this Amendment;
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency
of which is
hereby acknowledged, the parties hereto hereby agree as
follows:
1. Amendment of Section 1.6(a). Section 1.6(a) of the Merger
Agreement
is hereby amended by replacing the existing text with the following
text:
"The directors of US LEC at the US LEC Effective Time shall be
the initial directors of the US LEC Surviving Corporation
until they have resigned or been removed from office or their
successors have been duly elected or appointed or qualified;
provided, however, that, within one day following the US LEC
Effective Time, the Company, as the sole stockholder of the US
LEC Surviving Corporation, shall take action to remove from
office without cause all such directors who are not also
continuing as directors of the Company."
2. Amendment of Section 1.7(c). Section 1.7(c) of the Merger
Agreement
is hereby amended by replacing the reference to "PAETEC
Communications Corp."
set forth therein with a reference to "PAETEC Holding Corp."
3. Amendment to Exhibits 1.7(a)-1 and 1.7(a)-2. Exhibits 1.7(a)-1
and
1.7(a)-2 to the Merger Agreement shall each be amended by replacing
each
reference to "PAETEC Communications Corp." set forth therein with a
reference to
"PAETEC Holding Corp."
4. Amendment of Section 2.1. Section 2.1 of the Merger Agreement
is
hereby amended by adding a new Section 2.1(j) thereto, which shall
read in its
entirety as follows:
"(j) Cancellation of Company Shares. Each share of
CompanyCommon Stock held by PAETEC immediately prior to the
Effective Time shall automatically be canceled and retired and
shall cease to exist, and no consideration shall be delivered
in exchange therefor."
5. Amendments Regarding Conversion Agreement.
(a) Section 5.17 of the Merger Agreement is hereby amended by
adding the following parenthetical at the end of such Section
5.17:
"(other than any amendment to or modification or termination
of the Conversion Agreement that provides for the acceleration
of the issuance and delivery of the shares of PAETEC Common
Stock subject to issuance pur
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