AGREEMENT AND PLAN OF MERGER Dated as of May 25, 2007 by and among CT COMMUNICATIONS, INC., WINDSTREAM MARLIN, INC. AND WINDSTREAM CORPORATIONAgreement and Plan of Merger • May 31st, 2007 • Ct Communications Inc /Nc • Telephone communications (no radiotelephone) • North Carolina
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 25, 2007 by and among CT Communications, Inc., a North Carolina corporation (the “Company”), Windstream Marlin, Inc., a North Carolina corporation (“Merger Sub”), and Windstream Corporation, a Delaware corporation (the “Parent”), which is the sole shareholder of Merger Sub. The Company, Merger Sub and the Parent are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in Article 1 hereof.
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • May 31st, 2007 • Ct Communications Inc /Nc • Telephone communications (no radiotelephone) • North Carolina
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (the “Amendment”), dated as of May 25, 2007, is made by CT COMMUNICATIONS, INC., a North Carolina corporation (the “Company”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national bank (“Wachovia”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (“AST”), to the Amended and Restated Rights Agreement by and between the Company and First Union National Bank (“First Union”) adopted August 27, 1998 and amended January 28, 1999 (the “Rights Agreement”).
