Exhibit 2.11C
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 2, dated as of January 23, 1998, by and among IWC
Acquisition Corporation, a Delaware corporation ("Acquisition Corp."),
International Wireless Communications Holdings, Inc., a Delaware corporation
("Parent"), and Radio Movil Digital Americas, Inc., a Delaware corporation
(the "Company"), to the Agreement and Plan of Merger, dated as of November
22, 1997, as amended (the "Merger Agreement"), by and among Parent and the
Company (this "Agreement").
Parent, Acquisition Corp. and the Company agree as follows:
1. By this Agreement, Acquisition Corp. is hereby an additional
party to the Merger Agreement subject to the provisions thereunder and to the
obligations created thereunder. Acquisition Corp. is the wholly owned
subsidiary of Parent referred to as "Sub" in the Merger Agreement and shall,
upon the terms and subject to the conditions of the Merger Agreement, be merged
with and into the Company. By executing this Agreement, Acquisition Corp. shall
be deemed to have executed and delivered the Merger Agreement.
2. Except as explicitly set forth herein, the Merger Agreement shall
continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
INTERNATIONAL WIRELESS
COMMUNICATIONS HOLDINGS, INC.
By:
--------------------------------
Name:
Title:
IWC ACQUISITION CORPORATION
By:
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Name:
Title:
RADIO MOVIL DIGITAL AMERICAS, INC.
By:
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Name:
Title:
2
