AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 2 to Registration Rights Agreement (this "Amendment") is
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made and entered into as of the ___ day of December, 2000, by and between
Telscape International, Inc., a Texas corporation (the "Company"), and the
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Holders (as such term is defined in that certain Registration Rights Agreement,
dated as of June 2, 2000, by and between the Company and the Holders (the
"Registration Rights Agreement").
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WHEREAS, the Company and the Holders entered into the Registration Rights
Agreement; and
WHEREAS, the Company and the Holders desire to amend the terms of the
Registration Rights Agreement as described herein;
NOW, THEREFORE, in consideration of the mutual promises, benefits and
covenants herein contained, the Company and the Holders hereby agree as follows:
1. Unless otherwise defined, all capitalized terms used herein shall
have the meaning ascribed to them in the Registration Rights Agreement. All
references to Sections herein shall be to Sections of the Registration Rights
Agreement.
2. The definition of "Exchange Act", currently Section 1.3, shall be
renumbered Section 1.5.
3. The definition of "Holders", currently Section 1.5, shall be
renumbered Section 1.6.
4. The definition of "Initiating Holders", currently section 1.4, shall
be renumbered Section 1.7.
5. A new Section 1.3 shall be added as follows:
"1.3 "Cutback Holders" shall mean the Participating Holders (as defined
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in Section 2.2(b) hereof) and the Other Participating Holders."
6. A new Section 1.4 shall be added as follows:
"1.4 "Cutback Securities" shall mean the Registrable Securities, as
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that term is defined under this Agreement, together with the Registrable
Securities, as that term is defined under those certain Registration Rights
Agreements by and between the Company and the Other Participating Holders."
7. The current Sections 1.6 through 1.11 shall be renumbered Sections
1.9 through 1.14.
8. A new Section 1.8 shall be added as follows:
"1.8 "Other Participating Holders" shall mean such holders of those
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warrants issued and sold in conjunction with the Company's sale of its Class E
Senior Convertible Preferred Stock, Class F Senior Convertible Preferred Stock
and Class G Senior Preferred Stock and holders of other of the Company's
securities with registration rights that are not senior to the registration
rights provided hereunder, that are participating in a registration with the
Holders hereunder.
9. Renumbered Section 1.10 shall be amended to add a new Subsection (i)
that excludes from the definition of Registrable Securities the following
securities otherwise held by a Holder:
"(i) Registrable Securities that are the primary subject of a separate
Registration Rights Agreement by and between the Company and such Holder,"
and to renumber the current Subsection (i) as Subsection (ii) and the current
Subsection (ii) as Subsection (iii).
10. The first sentence of Section 2.1(a) shall be amended to read in
its entirety as follows:
"Subject to the provisions set forth in Article 5, within 90 days after the
date of the first issuance of the Company's Class G Senior Preferred Stock, par
value $0.001 per share, or, if later, within 90 days following the date on which
the Company becomes eligible to use a Form S-3 (or any successor form), the
Company shall file with the Commission a registration statement under the
Securities Act on Form S-3 or any appropriate form (or any successor form)
pursuant to Rule 415 under the Securities Act covering the Registrable
Securities (the "Required Registration")."
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11. The last two sentences of Section 2.2(b) shall be amended to read
in their entirety as follows:
"Notwithstanding any other provision of this Article 2, if the managing
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underwriter advises the Participating Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
underwriters may exclude some or all of the shares requested to be included in
such underwriting, and the number of shares of Cutback Securities that may be
included in the underwriting shall be allocated amongst all Cutback Holders in
proportion, as nearly as practicable, to the respective amounts of Cutback
Securities held by such Cutback Holders. No Cutback Securities excluded from
the underwriting by reason of the managing underwriter's marketing limitation
shall be included in such underwriting."
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12. The last three sentences of Section 3.2(b) shall be amended to read
in their entirety as follows:
"Notwithstanding any other provision of this Article 3, if the managing
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underwriter advises the Cutback Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
underwriters may exclude some or all of the shares requested to be included in
such registration. The number of shares of Cutback Securities to be included in
the registration and underwriting shall be allocated amongst the Cutback Holders
in proportion, as nearly as practicable, to the respective amounts of Cutback
Securities held by such Cutback Holders at the time of filing the registration
statement. No Cutback Securities excluded from the underwriting by reason of
the managing underwriter's marketing limitation shall be included in such
registration."
13. Section 4.2(a) shall be amended to read in its entirety as follows:
"(a) Notwithstanding any other provision of this Article 4, if the
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managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the underwriter may exclude some or all
Cutback Securities from such registration and underwriting. The Company shall
so advise all Holders of Cutback Securities, and the number of shares of Common
Stock to be included in such registration shall be allocated as follows: first,
for the account of the Company, all shares of Common Stock proposed to be sold
by the Company, and second, for the account of any other stockholders (including
the Cutback Holders) of the Company participating in such registration, the
number of shares of Common Stock requested to be included in the registration by
such other stockholders (including the Cutback Holders) in proportion, as nearly
as practicable, to the respective amounts of securities that are proposed to be
offered and sold by such other stockholders (including the Cutback Holders) of
such securities at the time of filing the registration statement. No Cutback
Securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration."
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IN WITNESS WHEREOF, the Company and the undersigned Holders, constituting
Holders of at least a Supermajority of the Registrable Securities outstanding on
the date hereof, have executed this Amendment No. 2 to Registration Rights
Agreement as of the date first above written.
TELSCAPE INTERNATIONAL, INC.
By: _____________________________________
Name:____________________________________
Title: __________________________________
HOLDERS:
SANDLER CAPITAL PARTNERS IV, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM Corp.
a General Partner
By: ___________________________
Name:__________________________
Title: ________________________
SANDLER CAPITAL PARTNERS IV FTE, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM Corp.
a General Partner
By: ___________________________
Name:__________________________
Title: ________________________
Signature Pages - Amendment No. 2 to Class D Registration Rights Agreement
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OGER PENSAT HOLDINGS, LTD.
By: ___________________________
Name:__________________________
Title: ________________________
CPP LLC
By: ___________________________
Name:__________________________
Title: ________________________
Signature Pages - Amendment No. 2 to Class D Registration Rights Agreement
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