EXHIBIT 2.3
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated as of January 30,
1998 (this "Amendment"), by and among STAR Telecommunications, Inc., a Delaware
corporation (the "Acquiror"), IIWII Corp., a Delaware corporation and
wholly-owned subsidiary of the Acquiror ("Newco"), and United Digital Network,
Inc., a Delaware corporation (the "Company").
R E C I T A L S:
A. The parties to this Amendment entered into that certain Agreement and
Plan of Merger dated as of November 19, 1997 (the "Merger Agreement"), which set
forth the terms and conditions pursuant to which the Merger would be
consummated.
B. The parties to this Amendment hereby wish to amend the Merger
Agreement on the terms set forth below.
C. Capitalized terms not otherwise defined herein shall have the meanings
therefor in the 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, and in order to set forth
the terms and conditions of the Merger and the mode of carrying the same into
effect, the parties hereby agree as follows:
ARTICLE I
THE MERGER
1. CONVERSION. Section 2.1(a) of the Agreement shall be deleted in its
entirety and replaced with the following:
(a) Each of the issued and outstanding shares of the Common Stock,
$.01 par value, of the Company ("Common Stock"), other than (i) Dissenting
Stock, as defined below, or (ii) shares of Common Stock held in the treasury of
the Company, shall be automatically converted into the right to receive
consideration per share (the "Merger Consideration") consisting of that portion
of a share (the "Exchange Ratio") of the Acquiror's common stock, $0.001 per
share ("Acquiror Common Stock"), determined by dividing US$2.05 by the average
closing price of
Acquiror's Common Stock on the Nasdaq National Market for the five (5) trading
days prior to the Effective Time (the "Average Price").
2. SECOND LOAN TO COMPANY. Promptly following the execution of this
Amendment, the Acquiror shall loan to the Company $2 million pursuant to the
terms and conditions set forth in that certain promissory note attached hereto
as Exhibit B-1. Following the receipt of such funds, the Company shall
immediately apply at least $700,000 to balances due by the Company to the
Acquiror.
3. WAIVER OF SECTION 8.1(f). STAR hereby waives Section 8.1(f) of the
Merger Agreement. In that regard, the Acquiror acknowledges that, subject to
Sections 6.2(k) and 7.3(b) of the Merger Agreement, it has completed its due
diligence investigation of the Company.
4. NO FURTHER AMENDMENT. Except as otherwise set forth in this
Amendment, the Merger Agreement shall remain in full force and effect without
further amendment, modification or alteration.
IN WITNESS WHEREOF, the parties hereto have caused this 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: IIWII Corp.
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx
Chief Financial Officer
COMPANY: United Digital Network, Inc.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Chief Executive Officer
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