Exhibit 2.5
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 (the "Amendment"), dated as of December 7, 2000, by and
among BHC Communications, Inc., a Delaware corporation (the "Company"), The
News Corporation Limited, a South Australian corporation ("Buyer") and News
Publishing Australia Limited, a Delaware corporation and subsidiary of Buyer
("Acquisition Sub"), to the Agreement and Plan of Merger (the "Agreement"),
dated as of August 13, 2000, by and among the Company, Buyer, Acquisition Sub
and Fox Television Holdings, Inc., a Delaware corporation (but solely as to
Section 6.3 and 6.21 of the Agreement). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Agreement.
Whereas, the parties hereto desire to enter into this Amendment so as to
make certain modifications to the Agreement;
Whereas, the Company, Buyer and Acquisition Sub have approved this Amendment
and deem it advisable and in the best interests of their respective companies,
stockholders and shareholders to enter into this Amendment;
Now, Therefore, for good and valuable consideration and in consideration of
the respective representations, warranties, covenants and agreements set forth
in the Agreement, the parties agree as follows:
ARTICLE I
Amendment
Section 1.1 Amendment
(a) Section 1.2(g) of the Agreement is hereby amended by inserting the word
"potentially" between the words "are" and "Dissenting" in the second line of
clause (xii) thereof, by deleting the words "Section 1.9" in the second line
thereof and replacing them with the words "Section 1.8" and by inserting the
words "(other than Dissenting Shares)" immediately after the words "Partial
Cash Election Shares" in clauses (i), (ii), (viii) and (xi) thereof.
(b) Section 1.4 of the Agreement is hereby amended (i) by inserting the
phrase "(other than Dissenting Shares)" as follows: immediately after the words
"(the "All Cash Election Shares")" in the second line of paragraph (b) thereof;
immediately after the words "All Cash Election Shares" in the twelfth line of
paragraph (b) thereof and in both the tenth and twelfth lines of paragraph (d)
thereof; immediately after the words "Stock Election Shares" in both the first
and ninth lines of paragraph (c) thereof and in the thirteenth line of
paragraph (d) thereof; and immediately after the words "Partial Cash Elections"
in the sixth line of paragraph (a) thereof, (ii) by deleting the words "Partial
Election Shares" in paragraph (e) thereof and replacing them with the words
"Partial Cash Election Shares (other than Dissenting Shares)" and (iii) by
deleting the word "Exchangeable" in paragraph (d) thereof and replacing it with
the word "Exchanged".
(c) Section 1.8 of the Agreement is hereby amended by deleting the words
"Section 1.2" in the first line thereof and replacing them with the words
"Sections 1.2 and 1.4".
ARTICLE II
Miscellaneous
Section 2.1 Counterparts. This Amendment may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
Section 2.2 Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
In Witness Whereof, the Company, Buyer and Acquisition Sub have caused this
Amendment to be signed by their respective officers thereunto duly authorized
as of the date first written above.
The News Corporation Limited
/s/ Xxxxxx X. Xxxxxxx
By: _________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Director
BHC Communications, Inc.
/s/ Xxxxx X. Xxxxx
By: _________________________________
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
General Counsel
News Publishing Australia Limited
/s/ Xxxxx Xxxxxxxxx
By: _________________________________
Name: Xxxxx Xxxxxxxxx
Title: Vice President
