EXHIBIT 2.6
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated
as of December 29, 1998 (the "Second Amendment"), by and among STAR
Telecommunications, Inc., a Delaware corporation (the "Acquiror"), Sierra
Acquisition Co., Inc., a New York corporation and wholly-owned subsidiary of the
Acquiror ("Newco"), PT-1 Communications, Inc., a New York corporation (the
"Company"), and Xxxxx Xxxxxx, Xxxxx X. Xxxx, Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxxx
and Xxxx X. Xxxxxxxxx (collectively, the "Stockholders").
R E C I T A L S:
A. Acquiror, Newco, the Company and the Stockholders previously entered into
an Amended and Restated Agreement and Plan of Merger dated August 20, 1998, as
amended on September 1, 1998 (the "Amended Merger Agreement").
B. The parties to the Amended Merger Agreement wish to enter into this
Second Amendment to modify the terms of the Amended Merger Agreement, to the
extent set forth below.
C. Capitalized terms not otherwise defined herein shall have the meanings
therefor as set forth in the Amended Merger Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants, agreements and conditions contained herein, the sufficiency of which
is hereby acknowledged by the parties, the parties hereby agree as follows:
1. SHARE ISSUANCE; CASH COMPONENT. Section 2.1(a) of the Amended Merger
Agreement shall be amended by adding the following text to the end of such
Section:
"At the Effective Time, Acquiror may, at its option, deliver to the
Stockholders promissory notes in the form of Exhibit E hereto, in lieu of
the payment of the Cash Component."
2. NO FURTHER AMENDMENT. Except as otherwise modified above, the Amended
Merger Agreement shall remain in full force and effect without further
amendment, modification or alteration thereof.
IN WITNESS WHEREOF, Acquiror, Newco, the Company and the Stockholders have
caused this Second Amendment to be signed by their respective officers thereunto
duly authorized, all as of the date first written above.
ACQUIROR: STAR TELECOMMUNICATIONS, INC.
By: /s/ XXXXX XXXX
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Xxxxx Xxxx
CHIEF FINANCIAL OFFICER
NEWCO:
SIERRA ACQUISITION CO., INC.
By: /s/ XXXXX XXXX
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Xxxxx Xxxx
CHIEF FINANCIAL OFFICER
COMPANY:
PT-1 COMMUNICATIONS, INC.
By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
CHIEF EXECUTIVE OFFICER
/s/ XXXXX X. XXXX
-----------------------------------------
Xxxxx X. Xxxx
/s/ XXXXXXX XXXXXX
-----------------------------------------
Xxxxxxx Xxxxxx
/s/ XXXXXX X. XXXXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ XXXX X. XXXXXXXXX
-----------------------------------------
Xxxx X. Xxxxxxxxx
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