AMENDMENT NO. 1 TO WARRANT AGREEMENT
This Amendment No. 1 to Warrant Agreement (the "Amendment") is made and
entered into as of the ____ day of November, 2000, by and Telscape
International, a Texas corporation (the "Company"), and the Investors (as such
term is defined in that certain Warrant Agreement, dated as of June 2, 2000, by
and between the Company and the Investors (the "Warrant Agreement").
WHEREAS, the Company and the Investors entered into the Warrant Agreement;
and
WHEREAS, the Company and the Investors wish to amend the terms of the
Warrant Agreement as described herein;
NOW, THEREFORE, in consideration of the mutual promises, benefits and
covenants herein contained, the Company and the Investors hereby agree as
follows:
1. Unless otherwise defined, all capitalized terms used herein shall
have the meaning ascribed to them in the Warrant Agreement. All references to
Section herein shall be to Sections of the Warrant Agreement.
2. Section 7.1(c) shall be amended to add a section (vi) to the end of
such Section to read as follows: "or (vi) any warrants issued in connection with
the issuance of the Company's Class G Senior Preferred Stock, par value $0.001
per share."
3. The entirety of Section 7.1(c) shall read as follows:
(c) "Option" shall mean rights, options or warrants to subscribe for,
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purchase or otherwise acquire Common Stock or Convertible Securities, excluding
(i) options granted to employees, officers, directors or issued to consultants
of the Company or its subsidiaries or rights, warrants or convertible securities
which, in each case, are outstanding as of the Original Issue Date, (ii) any
warrants outstanding on the Original Issue Date, issued under this Agreement, or
issued in connection with the issuance of the Class F Preferred Stock, (iii)
options granted to employees, officers, directors or consultants pursuant to
stock option plans adopted by the Board of Directors and approved by any
Compensation Committee of the Board of Directors, (iv) any rights, options or
warrants to subscribe for, purchase or otherwise acquire Common Stock or other
Convertible Securities issued as a part of, or in connection with, the Merger,
(v) any warrants issued in connection with the issuance of the Class C Preferred
Stock, or (vi) any warrants issued in connection with the issuance of the
Corporation's Class G Senior Preferred Stock, par value $0.001 per share.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1as
of the date first above written.
TELSCAPE INTERNATIONAL, INC.
By:________________________________
Name:______________________________
Title:_____________________________
INVESTORS:
TSG CAPITAL FUND III, L.P.
By: TSG ASSOCIATES III, L.L.C.
By:
Xxxxxx X. Xxxxxxxx
Executive Vice President
OPPORTUNITY CAPITAL PARTNERS II, L.P.
By:________________________________
Name:______________________________
Title:_____________________________
OPPORTUNITY CAPITAL PARTNERS III, L.P.
By:________________________________
Name:______________________________
Title:_____________________________
