EXHIBIT 10.31
CONFORMED COPY
SECOND AMENDMENT
TO THE
FIRST AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
DATED AUGUST 11, 2000
AMONG
UNITED PAN-EUROPE COMMUNICATIONS N.V.,
PRIORITY TELECOM N.V.,
PRIORITY ACQUISITION SUBSIDIARY, INC.
AND
CIGNAL GLOBAL COMMUNICATIONS, INC.
DATED OCTOBER 26, 2000
XXXXX & XXXXX
NEW YORK
SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
dated as of October 26, 2000 by and among United Pan-Europe Communications N.V.,
a public company incorporated with limited liability under the laws of The
Netherlands ("UPC"), Priority Telecom N.V. a private company incorporated with
limited liability under the laws of The Netherlands ("PRIORITY"), Priority
Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned direct
subsidiary of Priority ("MERGER SUB"), and Cignal Global Communications, Inc., a
Delaware corporation ("CIGNAL").
WITNESSETH:
WHEREAS, an Agreement and Plan of Merger, dated as of May 19, 2000 (the
"ORIGINAL AGREEMENT"), among UPC, Priority, Merger Sub, and Cignal was duly
executed by the parties thereto, which provides for, among other things, the
merger of Merger Sub into Cignal;
WHEREAS, a First Amended and Restated Agreement and Plan of Merger, dated as
of August 11, 2000 (the "MERGER AGREEMENT"), among UPC, Priority, Merger Sub and
Cignal was duly executed by the parties thereto to amend and restate the
Original Agreement in its entirety;
WHEREAS, a First Amendment to the First Amended and Restated Agreement and
Plan of Merger (the "FIRST AMENDMENT"), dated as of August 29, 2000, was duly
executed by the parties to amend Article 7.1 of the Merger Agreement.
WHEREAS, the parties hereby desire to further amend Article 7.1 of the
Merger Agreement as provided for below and the substance of such amendment has
been approved by the consent of each of the parties to the Merger Agreement as
of the date hereof;
WHEREAS, all things necessary have been done to make this Amendment to the
Merger Agreement valid according to its terms and the terms of the Merger
Agreement;
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1.1 Amendment of Article 7.1 Article 7.1 of the Merger Agreement, as
amended by the First Amendment, is hereby further amended by the deletion from
subsection (b) of the date "October 31, 2000" and its replacement by the date
"November 4, 2000".
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Merger Agreement to be duly executed, as of October 26, 2000.
UNITED PAN-EUROPE COMMUNICATIONS, N.V.,
By: /s/ XXXX XXXXXXX
----------------------------------------------------
Xxxx Xxxxxxx
PRESIDENT
By: /s/ XXXXX X. TUIJTEN
----------------------------------------------------
Anton Tuijten
SENIOR VICE PRESIDENT/GENERAL COUNSEL
PRIORITY TELECOM N.V.
By: /s/ XXXX X. VAN DER WERF
----------------------------------------------------
Xxxx X. van der Werf
ATTORNEY IN FACT
By: /s/ XXXXXX XXXXX
----------------------------------------------------
Xxxxxx Xxxxx
GENERAL COUNSEL
PRIORITY ACQUISITION SUBSIDIARY, INC.
By: /s/ XXXX X. VAN DER WERF
----------------------------------------------------
Xxxx X. van der Werf
ATTORNEY IN FACT
CIGNALGLOBAL COMMUNICATIONS, INC.
By: /s/ XXXXX XXXXXX
----------------------------------------------------
Xxxxx Xxxxxx
CHIEF EXECUTIVE OFFICER
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