Exhibit 10.2
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AMENDMENT TO MERGER AGREEMENT
THIS AMENDMENT TO MERGER AGREEMENT is dated as of April 26, 1999 by and
among WNP Communications, Inc., a Delaware corporation (the "Company"), NEXTLINK
Communications, Inc., a Delaware corporation (the "Purchaser") and PCO
Acquisition Corp., a Delaware corporation ("Merger Sub"). Capitalized terms used
herein without definition have the meanings assigned to them in the Merger
Agreement referenced below.
RECITALS
WHEREAS, the Company, Purchaser and Merger Sub are parties to an Agreement
and Plan of Merger, dated as of January 14, 1999 (the "Merger Agreement"); and
WHEREAS, the parties desire to make certain amendments to the Merger
Agreement in order to change the Scheduled Closing Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
I. Amendment to the Merger Agreement.
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Section 1.2 of the Merger Agreement is hereby replaced in its entirety with
the following:
1.2. Effective Time. The Merger shall become effective at the time of
the filing of the Certificate of Merger with the Secretary of State of
Delaware in accordance with the applicable provisions of the DGCL. As soon
as practicable after all of the conditions set forth in Article VI of this
Agreement have been satisfied or waived by the party or parties entitled to
the benefit of the same, the parties hereto shall cause the Merger to
simultaneously become effective by making such filings at the closing of
the Merger to be held at the offices of Purchaser's counsel in New York,
New York (the "Closing"). Unless delayed by a Purchaser Blackout pursuant
to Section 5.2(c), if the conditions contained in Sections 6.1 (a) and (c)
shall have been satisfied and Purchaser shall have been notified that the
condition contained in Section 6.1(e) will be satisfied upon its written
acceleration request, the Closing will occur on or about April 26, 1999
(the "Scheduled Closing Date"). The parties hereto specifically waive the
requirement in Section 6.1(d) that the FCC Order shall have become Final
prior to the Closing. The time when the Merger shall become effective is
herein referred to as the "Effective Time", and the date on which the
Effective Time occurs is herein referred to as the "Closing Date."
II. No Further Amendments. Except as specifically amended hereby, the Merger
Agreement shall remain unmodified and in full force and effect and is hereby
reaffirmed.
III. Miscellaneous.
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A. This Amendment to Merger Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
B. This Amendment to Merger Agreement may be executed by the parties
hereto in several counterparts hereof and by the different parties hereto on
separate counterparts hereof, all of which counterparts shall together
constitute one and the same agreement.
IN WITNESS WHEREOF, Purchaser, Merger Sub and the Company have caused this
Amendment to Merger Agreement to be signed and delivered by their respective
duly authorized officers, as applicable, as of the date first above written.
NEXTLINK COMMUNICATIONS, INC.
By: /s/ R. Xxxxx Xxxxxx, Xx.
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Name: R. Xxxxx Xxxxxx, Xx.
Title: Vice President
PCO ACQUISITION CORP.
By: /s/ R. Xxxxx Xxxxxx, Xx.
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Name: R. Xxxxx Xxxxxx, Xx.
Title: Vice President
WNP COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
