Exhibit 4.12
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of August 20, 1999 (the
"Second 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 (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, 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; and
WHEREAS, the Indenture contains an incorrect cross-reference which
creates both ambiguity and inconsistency in the Indenture as it currently
exists; and
WHEREAS, Startec's Board of Directors has passed a Board Resolution
authorizing an indenture supplement to correct the cross-reference and thus
clarify the ambiguity and resolve the inconsistency.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
The parties hereto mutually agree as follows:
SECTION 1-CORRECTION. This Indenture is hereby corrected by amending the
definition of Permitted Liens as follows: In the sub-part (xxi) of the
definition of Permitted Liens, the reference to "clause (iv) of paragraph (b)
of Section 1011" is hereby changed to read "clause (iii) of paragraph (b) of
Section 1011."
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 Second 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 Second
Supplemental Indenture to be duly executed as of the day and year first above
written.
STARTEC:
Startec Global Communication Corporation
By: /s/ Ram Xxxxxxx
---------------
Name: Ram Xxxxxxx
Title: President and Chief Executive Officer
TRUSTEE:
First Union National Bank
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
