FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
This First Amendment to Shareholder Rights Agreement (the
"Amendment") is entered into as of August 21, 1999, by and
between Startec Global Communications Corporation, a Delaware
corporation (the "Company"), and Continental Stock Transfer &
Trust Company, a New York company (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to
that certain Shareholder Rights Agreement dated as of March
26, 1998 (the "Agreement");
WHEREAS, pursuant to Section 27 of the Agreement, the
Board of Directors deems it desirable and in the best
interests of the Company and its stockholders to amend the
Agreement as set forth below; and
WHEREAS, the execution and delivery of this Amendment has
been duly authorized by all of the members of the Board of
Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and
not otherwise defined herein shall have the meanings
attributed to such terms in the Agreement, as amended hereby.
2. Amendments to Agreement.
2.1. The introductory paragraph of the Agreement
is amended to reflect that the Company is a Delaware
corporation.
2.2. The definition of "Acquiring Person" in
Section 1 of the Agreement is deleted in its entirety and is
replaced with the following:
""Acquiring Person" shall mean any Person (as
such term is hereinafter defined) who or which,
together with all Affiliates and Associates (as
such terms are hereinafter defined) of such
Person, shall be the Beneficial Owner (as such
term is hereinafter defined) of 15% or more of
the shares of Common Stock then outstanding,
but shall not include an Exempt Person (as such
term is hereinafter defined). Notwithstanding
the foregoing, however, if the Board of
Directors of the Company determines that a
Person that would otherwise be an Acquiring
Person hereunder has become such inadvertently,
and such Person as promptly as practicable
thereafter (but in no event later than (x) the
date that is 10 Business Days after the Stock
Acquisition Date or (y) such later date that
the Board of Directors has, prior to such tenth
Business Day, set), enters into such other
agreement or arrangement as the Board of
Directors of the Company approves, then such
Person shall not be deemed to be an Acquiring
Person for any purpose of this Agreement. All
determinations as to whether any Person is or
is not an Acquiring Person under this
definition shall be made by the Board of
Directors of the Company, and such
determinations shall be conclusive and
binding upon all holders of Rights."
2.3. The definition of "Company" in Section 1 of
the Agreement is hereby amended to reflect that the Company is
a Delaware corporation.
2.4. The definition of "Distribution Date" in
Section 1 of the Agreement is hereby amended as follows: In
the first line of the definition under item (i), "tenth day"
is replaced by "tenth Business Day" and in the last line of
the definition, the percentage "10%" is replaced by "15%."
2.5 The definition of "Exempt Person" in Section 1
of the Agreement is hereby amended as follows: In the eighth,
forty-fourth and forty-seventh lines of the definition, the
percentage "10%" is replaced by "15%."
2.6 Section 32 of the Agreement is deleted in its
entirety and is replaced with the following:
"This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to
be a contract made under the laws of the State
of Delaware and for all purposes shall be
governed by and construed in accordance with
the laws of such State."
3. Reference to and Effect on the Agreement.
3.1 Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement," "hereunder,"
"hereof," and "herein" shall mean and be a reference to the
Agreement as amended hereby.
3.2 Except as specifically amended above, all of
the terms, conditions and covenants of the Agreement shall
remain unaltered and in full force and effect and shall be
binding upon the parties thereto in all respects and are
hereby ratified and confirmed.
4. Choice of Law. This Amendment shall be construed in
accordance with the internal laws (and not the law of
conflicts) of the State of Delaware.
5. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose.
6. Counterparts. This Amendment may be executed in one
or more counterparts each of which when so executed and
delivered will be deemed an original but all of which will
constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.
STARTEC GLOBAL COMMUNICATIONS CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Senior Vice President and Chief
Financial Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ X. XXXXXXXXXX
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X. Xxxxxxxxxx
Vice President
