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EXHIBIT 10.60
AMENDED AND RESTATED
FIRST SUPPLEMENTAL INDENTURE
THIS AMENDED AND RESTATED FIRST SUPPLEMENTAL INDENTURE, dated as of
February 28, 1999 (the "Amended and Restated First Supplemental Indenture") by
and among Startec Global Communications Corporation, a Delaware corporation
("Startec"), and First Union National Bank, as Trustee under the Indenture (as
defined below) (the "Trustee").
WHEREAS, Startec and the Trustee are parties to an Indenture dated as
of May 21, 1998, as amended by the First Supplemental Indenture dated February
28, 1999 and the Second Supplemental Indenture dated August 20, 1999 (the
"Indenture"), pursuant to which Startec issued its 12% Senior Notes due 2008 and
12% Series A Senior Notes due 2008 (collectively the "Notes"); and
WHEREAS, pursuant to that First Supplemental Indenture, Startec, as the
successor by merger to Startec Global Communications Corporation, a Maryland
corporation ("Startec Maryland") pursuant to the Reorganization (as defined in
the Indenture), expressly agreed to assume all of the obligations of Startec
Maryland with respect to all the Notes and under the Indenture under the
provisions of Sections 801 and 903 of the Indenture; and
WHEREAS, in connection with completing the Reorganization, Startec
completed the transfer of substantially all of its operating assets to
lower-tiered subsidiaries; and
WHEREAS, Section 901 of the Indenture provides, generally, that,
without the consent of the Holders (as defined in the Indenture), Startec, when
authorized by a Board Resolution (as defined in the Indenture), and the Trustee
may enter into one or more indenture supplements to cure any ambiguity, to
correct or supplement any provision in the Indenture which may be inconsistent
with any other provision in the Indenture, or to make any other provisions with
respect to matters or questions arising under the Indenture; provided that such
action shall not adversely affect the interests of the Holders in any material
respect; and
WHEREAS, certain matters or questions have arisen under Article Eight
of the Indenture regarding the Reorganization; and
WHEREAS, Startec's Board of Directors has adopted a Board Resolution
authorizing an indenture supplement to amend and restate the First Supplemental
Indenture in order to resolve the matters or questions that have arisen under
Article Eight of the Indenture regarding the Reorganization and ratify and
confirm Startec's assumption of the obligations of Startec Maryland with respect
to all the Notes and under the Indenture; and
WHEREAS, this Amended and Restated First Supplemental Indenture is
intended by the parties to amend and restate the First Supplemental Indenture in
its entirety and is intended to be effective as of February 28, 1999.
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NOW, THEREFORE, THIS AMENDED AND RESTATED FIRST SUPPLEMENTAL
INDENTURE WITNESSETH:
The parties hereto mutually agree as follows:
Section 1. ASSUMPTION OF OBLIGATIONS. Upon the effective date of the
Merger, Startec hereby expressly agrees to assume all of the obligations of
Startec Maryland with respect to all the Notes and under the Indenture.
Section 2. RATIFICATION OF INDENTURE. The Indenture, as supplemented
hereby, is in all respects ratified and confirmed and the Indenture as so
supplemented shall be read, taken and construed as one instrument. This
supplement is intended by the parties to, and does hereby, amend and restate the
First Supplemental Indenture in its entirety, effective as of February 28, 1999.
Section 3. COUNTERPARTS. This Amended and Restated First Supplemental
Indenture may be executed in several counterparts, each of which shall be
regarded as an original and all of which together shall constitute one
instrument.
Section 4. OTHER PROVISIONS. The Indenture is hereby amended as follows
(a) the last clause of Article Eight, Section 801 is amended to read: "PROVIDED
FURTHER that clauses (1), (3), (4) and (5) above shall not apply to the
Reorganization (except that Subsidiary Holdings shall be required to expressly
assume, by an indenture supplemental hereto, all of the obligations of the
Company with respect to all the Notes and under this Indenture)," and (b)
Article Eight, Section 802 is amended to add the following clause at the end of
the section: "PROVIDED, HOWEVER, that this Section shall not apply to the
Reorganization (except that Subsidiary Holdings shall be required to expressly
assume, by an indenture supplemental hereto, all of the obligations of the
Company with respect to all the Notes and under this Indenture)."
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated First Supplemental Indenture to be duly executed as of the 26th day of
June, 2000.
STARTEC: TRUSTEE:
Startec Global Communications Corporation First Union National Bank
By: /s/ RAM MUKUNDA By: /s/ PATRICIA A. WELLING
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Name: Ram Mukunda Name: Patricia A. Welling
Title: President and Chief Executive Officer Title: Vice President
Date: June 26, 2000 Date: June 26, 2000
