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EXHIBIT 10.59
FIRST SUPPLEMENTAL INDENTURE
This first supplemental indenture, dated as of February 28, 1999
(the "First Supplemental Indenture") by and among, Startec Global Holding
Corporation, a Delaware corporation ("Startec Delaware"), Startec Global
Communications Corporation, a Maryland corporation ("Startec Maryland"), and
First Union National Bank, as Trustee under the Indenture (as defined below)
(the "Trustee").
WHEREAS, Startec Maryland and the Trustee are parties to an Indenture
dated as of May 21, 1998 (the "Indenture") pursuant to which Startec Maryland
issued its 12% Senior Notes due 2008 and 12% Series A Senior Notes due 2008
(collectively the "Notes"); and
WHEREAS, Startec Maryland is in the process of completing the
Reorganization (as defined in the Indenture) pursuant to which, generally,
Startec Maryland will transfer substantially all of its assets to lower-tiered
subsidiaries and Startec Maryland will merge with and into Startec Delaware (the
"Merger"); and
WHEREAS, Section 801 of the Indenture provides, generally, that Startec
Maryland may not merge with or into any Person (as defined in the Indenture)
unless the Person into which Startec Maryland is merged (i) is a corporation
organized and validly existing under the laws of the United States of America or
any jurisdiction thereof and (ii) expressly assumes, by an indenture supplement,
all of the obligations of Startec Maryland with respect to all the Notes and
under the Indenture; and
WHEREAS, in connection with completing the Reorganization and
effectuating the Merger, Startec Delaware wishes to enter into this First
Supplemental Indenture pursuant to which it will expressly assume all of Startec
Maryland's obligations with respect to all the Notes and under the Indenture;
and
WHEREAS, Section 903 of the Indenture provides, generally, that,
without the consent of the Holders (as defined in the Indenture), Startec
Maryland and the Trustee may enter into one or more indenture supplements to
evidence the succession of another Person to Startec Maryland and the
assumption by any such successor of the covenants of Startec Maryland contained
in the Indenture and in the Notes.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
The parties hereto mutually agree as follows:
SECTION 1 - ASSUMPTION OF OBLIGATIONS. Upon the effective date of the
Merger, Startec Delaware hereby expressly agrees to assume all of the
obligations of Startec Maryland with respect to all the Notes and under the
Indenture.
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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.
SECTION 3 - COUNTERPARTS. This 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.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.
STARTEC MARYLAND:
Startec Global Communications Corporation
By: /s/ RAM MUKUNDA
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Name: Ram Mukunda
Title: President and Chief Executive Officer
STARTEC DELAWARE:
Startec Global Holding Corporation
By: /s/ RAM MUKUNDA
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Name: Ram Mukunda
Title: President and Chief Executive Officer
TRUSTEE:
First Union National Bank
By: /s/ PATRICIA A. WELLING
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Name: Patricia A. Welling
Title: Vice President
