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Exhibit (c)(2)
AMENDMENT TO AGREEMENT
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AND PLAN OF MERGER
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This Amendment to Agreement and Plan of Merger is entered into as of
this 22nd day of September, 1995, by and among PHONETEL TECHNOLOGIES, INC., an
Ohio corporation ("PhoneTel"), PHONETEL II, INC., a Missouri corporation
("Buyer"), WORLD COMMUNICATIONS, INC., a Missouri corporation ("World"), and
WCI II, INC., a Missouri corporation ("WCI").
WHEREAS, PhoneTel, Buyer and World entered into that certain
Agreement and Plan of Merger (the "Merger Agreement") of even date herewith
whereby World merged with and into Buyer (the "Merger"); and
WHEREAS, prior to the Merger, World acquired an interest in and to
IPTA, L.L.C., an Illinois Limited Liability Company (the "LLC") pursuant to a
Subscription Agreement and Operating Agreement dated as of September 20, 1995
(collectively, the "LLC Documents"); and
WHEREAS, World's interest in the LLC is subject to certain restrictions
on the transferability of such interest; and
WHEREAS, the Merger Agreement provides for World to transfer all of its
right, title and interest in and to the LLC to Buyer; and
WHEREAS, PhoneTel, Buyer and World believe that it is in the best
interest of each of them that the interest in the LLC not be transferred until
such time as the members of the LLC consent to the transfer pursuant to the
terms of the LLC Documents; and
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WHEREAS, after the closing of the Merger, WCI was formed by all of the
former shareholders of World for purposes of retaining any asset not
transferred by the Merger, including certain contract rights pursuant to a
Security Agreement executed in connection with the Merger.
NOW, THEREFORE, the parties agree as follows:
1. Buyer and PhoneTel hereby waive any right of claim under or
pursuant to the Merger Agreement against WCI to transfer its interest in the
LLC to Buyer.
2. The interest in the LLC shall be retained by WCI, and WCI shall
take all action necessary to obtain the consent of the members of the LLC to
the transfer of the interest in the LLC to Buyer.
3. At such time as WCI shall have obtained the consent to the
transfer if the interest in the LLC, WCI shall transfer and assign all of its
right, title and interest in and to the interest in the LLC to Buyer.
4. If WCI shall not have obtained the consent of the members of the
LLC to the transfer of WCI's interest on or before December 31, 1995, then at
any time thereafter upon written demand by Buyer, WCI shall transfer all of its
right, title and interest in and to the LLC to Buyer.
5. Buyer agrees to cooperate and to take all action reasonably
requested by WCI, to obtain the consent to effect the transfer.
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6. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement shall be governed by and
construed in accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one and
the same instrument. This Agreement shall become binding when one (1) or more
counterparts, individually or taken together, shall bear the signatures of all
of the parties reflected hereon as the signatories.
8. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given (i)
at the time of delivery if personally delivered or telecopies (with
confirmation of receipt), (ii) the next day, if delivered by
nationally-recognized overnight express service, or (iii) in five (5) days from
the date of mailing, if sent by registered or certified mail (postage prepaid,
return receipt requested) to the parties at the following addresses:
(a) If to Buyer or PhoneTel to:
650 Statler Office
1127 Euclid Avenue
Cleveland, Ohio 44115
Telephone Number: (216) 241-2555
Facsimile Number: (216) 241-2574
Attn: Daniel Moos
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(b) If to World or to WCI:
11656 Lilburn Park Road
St. Louis, MO 63146
Telephone Number: (314) 993-0755
Facsimile Number: (314) 993-6245
Attn: Stuart Hollander
with copy to:
Blumenfeld, Kaplan & Sandweiss, P.C.
168 North Meramec, Suite 400
St. Louis, Missouri 63105
Telephone Number: (314) 863-0800
Facsimile Number: (314) 863-9388
Attn: Mark Z. Schraier, Esq.
or to such other address as the person to whom notice is to be given may have
previously furnished to the other in writing in the manner set forth above,
provided that notice of a change of address shall be deemed given only upon
receipt.
IN WITNESS WHEREOF, the undersigned have hereunto subscribed their
hands on the day and year first above written.
World:
WORLD COMMUNICATIONS, INC.
By:
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Gary Pace, President
PhoneTel:
PHONETEL TECHNOLOGIES, INC.
By: /s/ Daniel Moos
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CFO
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BUYER:
PHONETEL II, INC.
By: /s/ Daniel Moos
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President
WCI:
WCI II, INC.
By:
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Stuart Hollander, President
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