AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of January 7, 2000 (this "Amendment") between
Paging Network, Inc., a Delaware corporation ("PageNet"), Arch
Communications Group, Inc., a Delaware corporation ("Arch"), and St. Louis
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Arch ("Merger Sub").
WHEREAS, PageNet, Arch and Merger Sub have previously entered into
that certain Agreement and Plan of Merger dated as of November 7, 1999
between PageNet, Arch and Merger Sub (the "Merger Agreement"); and
WHEREAS, the respective Boards of Directors of PageNet, Arch and
Merger Sub have determined that it is in the best interests of PageNet or
Arch, as the case may be, and its respective stockholders to amend the
Merger Agreement as hereinafter set forth and have duly approved this
Amendment and authorized its execution and delivery.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given them in the Merger Agreement, and
each reference in the Merger Agreement to "this Agreement", "hereof",
"herein", "hereunder" or "hereby" and each other similar reference shall be
deemed to refer to the Merger Agreement as amended hereby. All references
to the Merger Agreement in any other agreement between PageNet and Arch
relating to the transactions contemplated by the Merger Agreement shall be
deemed to refer to the Merger Agreement as amended hereby.
2. Section 6.1(d)(v) of the Merger Agreement is hereby amended
by replacing the reference to "15%" with "20%".
3. Section 6.17 of the Merger Agreement is hereby amended by
replacing the reference to "$1.5 billion" with "$1.3 billion".
4. Section 7.1(f) of the Merger Agreement is hereby amended by
replacing the reference to "$1.5 billion" with "$1.3 billion".
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officers of the parties to this Amendment
as of the date first written above.
PAGING NETWORK, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Chairman of the Board and
Chief Executive Officer
ARCH COMMUNICATIONS GROUP, INC.
By: /s/ X.X. Xxxxx, Xx.
-----------------------------------
Name: X.X. Xxxxx, Xx.
Title: Chairman of the Board and
Chief Executive Officer
ST. LOUIS ACQUISITION CORP.
By: /s/ X.X. Xxxxx, Xx.
-----------------------------------
Name: X.X. Xxxxx, Xx.
Title: Chief Executive Officer
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