Exhibit 2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
(this "Amendment"), dated as of June 13, 2001, is entered into by and among
Telephone and Data Systems, Inc., a Delaware corporation ("Parent"), Singer
Acquisition Corp., a Wisconsin corporation and a direct wholly owned
subsidiary of Parent ("Newco"), and Chorus Communications Group, Ltd., a
Wisconsin corporation (the "Company").
RECITALS
WHEREAS, Parent, Newco and the Company have entered into
that certain Agreement and Plan of Merger, dated as of November 24, 2000
(the "Agreement");
WHEREAS, pursuant to Section 9.3 of the Agreement,
Parent, Newco and the Company wish to amend the Agreement; and
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Section 6.2(c) of the Agreement is hereby amended by
deleting the parenthetical set forth therein in its entirety and replacing
it with the following:
(except that the Company shall not declare, set aside for payment
or pay any such dividend in respect of the Company's first three
fiscal quarters of 2001 and shall not pay any such dividend prior
to January 1, 2002).
2. Schedule 6.2(n) to the Agreement is hereby amended by
adding a column at the end of such schedule as follows:
Q4 2001
----------
$1,900,000
600,000(1)
600,000
3. If the transactions contemplated by the Merger
Agreement shall not have been consummated by September 29, 2001, Section
8.2(iii) of the Agreement is hereby amended by deleting the September 29,
2001 date set forth therein and replacing it with December 31, 2001.
4. This Amendment shall be governed by and construed in
accordance with the laws of the State of Wisconsin, without giving effect
to the principles of conflicts of law thereof.
5. For the convenience of the parties hereto, this
Amendment may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all such
counterparts shall together constitute the same agreement.
6. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.
(signature page follows)
IN WITNESS WHEREOF, the parties have caused this
Amendment to be executed by their respective duly authorized officers as of
the date first above written.
CHORUS COMMUNICATIONS
GROUP, LTD.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President and General Counsel
TELEPHONE AND DATA SYSTEMS,
INC.
By:/s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
SINGER ACQUISITION CORP.
By:/s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
