EX-2.19 3 d87077ex2-19.txt LETTER ON THE AGREEMENT & PLAN OF MERGER 1 EXHIBIT 2.19 PENTASTAR COMMUNICATIONS, INC. 1660 WYNKOOP STREET SUITE 1010 DENVER, COLORADO 80202 April 9, 2001 Melvin Olshan Rita E. Melia Dear Mel and Rita: This letter agreement is being entered into in connection with the Agreement and Plan of Merger dated March 29, 2001 (the "Merger Agreement") among PentaStar Communications, Inc., PentaStar Acquisition Corp. VIII (the "Acquiror"), Digital Sales Support Net, Inc. ("DSS" or the "Company") and the Shareholders of DSS. The parties hereto agree as follows (capitalized terms used but not defined in this letter agreement have the meanings given them in the Merger Agreement): 1. The amount referred to in clause (e) of the definition of "Cash Differential Amount" shall be $109,725 rather than $98,550. 2. The Merger Agreement, as amended by this letter agreement, remains in full force [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 Mel Olshan Rita E. Melia April 9, 2001 Page 2 and effect. The Merger Agreement shall, from and after this date, mean the Merger Agreement is amended by this letter agreement. If the foregoing sets forth the Shareholders' agreement, please so indicate by executing this letter agreement below. Sincerely, PentaStar Communications, Inc. PentaStar Acquisition Corp. VIII By /s/ David L. Dunham --------------------------------- David L. Dunham Chief Financial Officer Agreed and accepted this 16th day of April, 2001. ---- Shareholders /s/ Melvin Olshan ------------------------------------ Melvin Olshan /s/ Rita E. Melia ------------------------------------ Rita E. Melia