Star Telecommunications Inc Sample Contracts

Star Telecommunications Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (August 8th, 2002)

STAR Telecommunications, Inc. (the "Debtor") and the Official Committee of Unsecured Creditors of STAR Telecommunications, Inc. (the "Committee"), hereby propose the following plan of liquidation (the "Plan") pursuant to section 1121(a) of title 11 of the United States Code (the "Bankruptcy Code"):

Star Telecommunications Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (August 8th, 2002)

STAR Telecommunications, Inc. (the "Debtor"), having filed its voluntary petition for relief under chapter 11 of title 11 of the United States Code (as amended, the "Bankruptcy Code") on March 13, 2001 (the "Petition Date") commencing the above-captioned bankruptcy case (the "Chapter 11 Case"); and

Star Telecommunications Inc – REGISTRATION RIGHTS AGREEMENT (February 12th, 2001)

EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of February 7, 2001, by and between STAR Telecommunications, Inc., a Delaware corporation (the "COMPANY"), and IDT Investments Inc., a Nevada corporation (the "INVESTOR"). WHEREAS, on February 1, 2001, the Company issued and sold 2,398,082 shares of Common Stock, par value $0.001 per share, of the Company (the "COMMON STOCK") to IDT at a price of $0.417 per share of Common Stock. WHEREAS, the Company and the Investor have entered into a Investment Agreement, dated as of February 7, 2001, pursuant to which (i) the Investor has agreed to purchase 6,302,005 shares of Common Stock and the Company has agreed to sell to the Investor such shares of Common Stock, subject to the conditions set forth in the Investment Agreement, and (ii) the Investor has agreed to acquire warrants

Star Telecommunications Inc – AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF FEBRUARY 7, 2001, (February 12th, 2001)

EXHIBIT 10.92 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO A PROXY IN FAVOR OF THE CHIEF EXECUTIVE OFFICER OF STAR TELECOMMUNICATIONS, INC. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF FEBRUARY 7, 2001, BETWEEN STAR TELECOMMUNICATIONS, INC. AND IDT INVESTMENTS INC. THE TERMS OF WHICH ARE INCORPORATED HER

Star Telecommunications Inc – INVESTMENT AGREEMENT (February 12th, 2001)

EXHIBIT 10.91 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 7, 2001, between STAR Telecommunications, Inc., a Delaware corporation (the "COMPANY"), and IDT Investments Inc., a Nevada corporation ("IDT"). WHEREAS, on February 1, 2001, the Company issued and sold 2,398,082 shares (the "INITIAL SHARES") of Common Stock, par value $0.001 per share, of the Company (the "COMMON STOCK") to IDT at a price of $0.417 per share of Common Stock. WHEREAS, IDT desires to purchase additional shares of Common Stock and the Company desires to issue and sell additional shares of Common Stock to IDT, upon the terms and subject to the conditions set forth in this Agreement; and WHEREAS, IDT desires to acquire warrants to purchase shares of Common Stock and the Company desires to grant to IDT warrants to purchase shares of Common Stock, subject to

Star Telecommunications Inc – SEVERANCE AGREEMENT (February 8th, 2001)

EXHIBIT 10.87 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT is dated as of January 10, 2001 (the "Agreement") and is made by and between STAR TELECOMMUNICATIONS, INC., a Delaware corporation ("STAR"), and MARY CASEY, an individual ("Ms. Casey"), with reference to the following: RECITALS: A. Ms. Casey's executive positions at STAR were President and Secretary. B. Ms. Casey submitted her voluntary resignation, effective as of the date of this Agreement, and STAR accepted Ms. Casey's resignation as of such date. C. STAR and Ms. Casey each wish the employment relationship to end amicably, and in a way that ensures that there are no controversies, disputes or differences between them. NOW, THEREFORE, in consideration of the foregoing, and of the covenants and provisions contained in this

Star Telecommunications Inc – COMMON STOCK PURCHASE WARRANT (February 8th, 2001)

EXHIBIT 10.84 THE SECURITIES EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND OTHERWISE IN ACCORDANCE WITH THIS WARRANT. February 5, 2001 STAR TELECOMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, Gotel Investments Ltd. (the "Holder"), is entitled to purchase from STAR Telecommunications, Inc., a Delaware corporation (the "Corporation"), beginning on the date hereof

Star Telecommunications Inc – PURCHASE AGREEMENT (February 8th, 2001)

EXHIBIT 10.83 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is entered into as of the 5th day of February 2001 (this "Agreement"), by and between Gotel Investments Ltd., a British Virgin Islands corporation (the "Buyer"), and STAR Telecommunications, Inc., a Delaware corporation (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company may issue and sell to the Buyer and the Buyer may purchase from the Company warrants (the "Warrants") to purchase up to $35,000,000 of the Common Stock (as defined below) from time to time as provided herein; and WHEREAS, such investments will be made in reliance upon the provisions of Section 4(2) ("Section 4(2)") and Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Se

Star Telecommunications Inc – COMMON STOCK PURCHASE WARRANT (February 8th, 2001)

EXHIBIT 10.86 THE SECURITIES EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND OTHERWISE IN ACCORDANCE WITH THIS WARRANT. February 5, 2001 STAR TELECOMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, Gotel Investments Ltd. (the "Holder"), is entitled to purchase from STAR Telecommunications, Inc., a Delaware corporation (the "Corporation"), beginning on the date hereof

Star Telecommunications Inc – SEVERANCE AND CONSULTING AGREEMENT (February 8th, 2001)

EXHIBIT 10.88 SEVERANCE AND CONSULTING AGREEMENT This SEVERANCE AND CONSULTING AGREEMENT is made as of January 10, 2001 ("Agreement") by and between STAR TELECOMMUNICATIONS, INC. ("STAR"), a corporation, and Christopher E. Edgecomb ("Mr. Edgecomb"), an individual, with reference to the following: RECITALS: A. Mr. Edgecomb has tendered his resignation as Chief Executive Officer and Chairman of the Board of STAR, effective as of the date of this Agreement. B. STAR has accepted Mr. Edgecomb's resignation as of such date. C. STAR desires to retain Mr. Edgecomb as a consultant to provide certain consulting services as herein described, and Mr. Edgecomb desires to provide such services to STAR for the period February 1, 2001 to January 31, 2002. D. The parties desire to enter into this Agreement to set forth the obligations and responsibilities of each in co

Star Telecommunications Inc – REGISTRATION RIGHTS AGREEMENT (February 8th, 2001)

EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 5, 2001, between STAR Telecommunications, Inc., a Delaware corporation (the "Company"), and Gotel Investments Ltd., a British Virgin Islands corporation (the "Investor"). WHEREAS: A. In connection with the Purchase Agreement by and among the parties hereto of even date herewith (the "Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Investor, Warrants to purchase up to $35,000,000 of its common stock (the "Common Stock"), par value $0.01 per share (the "Shares"), upon the terms and conditions and subject to the limitations and conditions set forth in the Warrants of even date herewith; and B. To induce the Investor to execute and deliver the Purchase Agreement, the Comp

Star Telecommunications Inc – COMMON STOCK PURCHASE WARRANT (February 8th, 2001)

EXHIBIT 10.85 THE SECURITIES EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND OTHERWISE IN ACCORDANCE WITH THIS WARRANT. February 5, 2001 STAR TELECOMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, Gotel Investments Ltd. (the "Holder"), is entitled to purchase from STAR Telecommunications, Inc., a Delaware corporation (the "Corporation"), beginning on the date hereof

Star Telecommunications Inc – RESTATEMENT BUT NOT A NOVATION OF EACH OF THE ORIGINAL PROMISSORY NOTE AND THE (January 30th, 2001)

EXHIBIT 10.1 -------------------------------------------------------------------------------- AMENDED AND RESTATED DEMAND NOTE -------------------------------------------------------------------------------- THIS AMENDED AND RESTATED DEMAND NOTE (THIS "DEMAND NOTE") IS AN AMENDMENT AND RESTATEMENT BUT NOT A NOVATION OF EACH OF THE ORIGINAL PROMISSORY NOTE AND THE ORIGINAL STANDBY NOTE, AS EACH IS DEFINED HEREIN. Initial Principal Amount: $97,434,710.13 January 25, 2001 FOR VALUE RECEIVED on January 25, 2001, (the "EFFECTIVE DATE"), the undersigned, STAR TELECOMMUNICATIONS, INC., with its chief executive offices located at 223 East De La Guerra, Santa Barbara, California, 93101, a Delaware corporation (together with its successors and assigns, the "MAKER"), promises to pay ON DEMAND in immediately available funds and to the order of MCI WORLDCOM NETWORK SERVICES, INC.

Star Telecommunications Inc – AMENDMENT NO. 3 TO WORKOUT AGREEMENT (January 30th, 2001)

EXHIBIT 10.3 -------------------------------------------------------------------------------- AMENDMENT NO. 3 TO WORKOUT AGREEMENT -------------------------------------------------------------------------------- THIS AMENDMENT NO. 3 TO WORKOUT AGREEMENT (this "AMENDMENT NO. 3") is entered into as of this 25th day of January, 2001, between and among STAR TELECOMMUNICATIONS, INC., a Delaware corporation ("DEBTOR"), PT-1 COMMUNICATIONS, INC. ("PT-1"), HELVEY COM, LLC ("HELVEY"), CEO CALIFORNIA TELECOMMUNICATIONS, INC., CEO TELECOMMUNICATIONS, INC., LUCIUS ENTERPRISES, INC., AS TELECOMMUNICATIONS, INC.; PT-1 LONG DISTANCE, INC., PT-1 HOLDINGS I, INC., PHONETIME TECHNOLOGIES, INC., PT-1 HOLDINGS II, INC., NATIONWIDE DISTRIBUTORS, INC., TECHNOLOGY LEASING, INC., INVESTMENT SERVICES, INC., and PT-1 COMMUNICATIONS PUERTO RICO, INC. (together with Debtor, PT-1, and Helvey, collectively referred to as the

Star Telecommunications Inc – AMENDMENT NO. 2 TO WORKOUT AGREEMENT (January 30th, 2001)

EXHIBIT 10.2 AMENDMENT NO. 2 TO WORKOUT AGREEMENT THIS AMENDMENT NO. 2 TO WORKOUT AGREEMENT (this "AMENDMENT') is entered into as of this 18th day of August, 2000, by and between STAR Telecommunications, Inc., a Delaware corporation ("DEBTOR"), PT-1 Communications, Inc. ("PT-1"), HelveyCom, LLC ("HELVEY"), CEO California Telecommunications, Inc., CEO Telecommunications, Inc., Lucius Enterprises, Inc., AS Telecommunications, Inc.; PT-1 Long Distance, Inc., PT-1 Holdings I, Inc., Phonetime Technologies, Inc., PT-1 Holdings II, Inc., Nationwide Distributors, Inc., Technology Leasing, Inc., Investment Services, Inc., and PT-1 Communications Puerto Rico, Inc. (collectively, the "DEBTOR ENTITIES") and MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation having a place of business located at 6929 North Lakewood Avenue, M.D. 5.2-510, Tulsa, Oklahoma 74117 ("WORLDCOM"). WHEREAS, the pa

Star Telecommunications Inc – STAR TELECOMMUNICATIONS, INC. PRESS RELEASE (January 23rd, 2001)

EXHIBIT 99.2 STAR TELECOMMUNICATIONS, INC. PRESS RELEASE Corporate Headquarters 223 E. De La Guerra Street Santa Barbara, CA 93101 Tel: 805-899-1962 Fax: 805-899-2972 www.startel.com STAR TELECOMMUNICATIONS TERMINATES SALE OF PT-1 ASSETS TO COUNSEL COMMUNICATIONS LLC Santa Barbara, CA-January 16, 2001-STAR Telecommunications, Inc. (NASDAQ: STRX) announced today the termination of the agreement to sell the assets of its PT-1 Communications, Inc. to Counsel Communications LLC. As the PT-1 asset sale transaction

Star Telecommunications Inc – STAR TELECOMMUNICATIONS, INC. PRESS RELEASE (January 23rd, 2001)

EXHIBIT 99.1 STAR TELECOMMUNICATIONS, INC. PRESS RELEASE THE INTERNATIONAL LONG DISTANCE EXPERTS CORPORATE HEADQUARTERS 223 E. De La Guerra Street Santa Barbara, CA 93101 Tel: 805-899-1962 Fax: 805-899-2972 www.startel.com STAR TELECOMMUNICATIONS AND WORLD ACCESS MERGER WILL NOT CLOSE; BRETT S. MESSING ELECTED CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT; PAUL VOGEL ELECTED TO THE STAR BOARD OF DIRECTORS; ALLEN SCIARILLO APPOINTED CHIEF FINANCIAL OFFICER; TIMOTHY F. SYLVESTER AP

Star Telecommunications Inc – AMENDMENT NO. 3 TO STANDBY TERM LOAN NOTE (November 20th, 2000)

EXHIBIT 10.86 AMENDMENT NO. 3 TO STANDBY TERM LOAN NOTE Reference is made to that $30,000,000.00 Standby Term Loan Note of STAR TELECOMMUNICATIONS, INC., a Delaware corporation with its chief executive offices located at 223 East De La Guerra, Santa Barbara, California, 93101 (together with its successors and assigns, the "Maker"), dated June 30, 2000 (as the same may be amended, modified or supplemented from time to time, including any extensions, refinancings, refundings or renewals thereof in whole or in part, collectively, the "Term Note"), payable to MCI WORLDCOM NET SERVICES, INC. a Delaware corporation with offices located at 6929 N. Lakewood Avenue, Mail Drop 5.2-510, Tulsa, Oklahoma 74117 (the "Holder"). Notwithstanding anything contained in the Term Note to the contrary, from and after the date hereof, unless sooner accelerated, the Term Note shall mature on or before

Star Telecommunications Inc – AMENDMENT NO. 3 TO PROMISSORY NOTE (November 20th, 2000)

EXHIBIT 10.87 AMENDMENT NO. 3 TO PROMISSORY NOTE Reference is made to that $56,017,698.87 Promissory Note of STAR TELECOMMUNICATIONS, INC., a Delaware corporation with its chief executive offices located at 223 East De La Guerra, Santa Barbara, California, 93101 (together with its successors and assigns, the "Maker"), effective February 3, 2000 (as the same may be amended, modified or supplemented from time to time, including any extensions, refinancings, refundings or renewals thereof in whole or in part, collectively, the "Note"), payable to MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation with offices located at 6929 N. Lakewood Avenue, Mail Drop 5.2-510, Tulsa, Oklahoma 74117 (the "Holder"). Notwithstanding anything contained in the Note to the contrary, from and after the date hereof, unless sooner accelerated, the Note shall mature on or before the earlier to occur of

Star Telecommunications Inc – AMENDMENT NO. 1 TO STANDBY TERM LOAN NOTE (August 18th, 2000)

AMENDMENT NO. 1 TO STANDBY TERM LOAN NOTE Reference is made to that $30,000,000.00 Standby Term Loan Note of STAR TELECOMMUNICATIONS, INC., a Delaware corporation with its chief executive offices located at 223 East De La Guerra, Santa Barbara, California, 93101 (together with its successors and assigns, the "Maker"), dated June 30, 2000 (as the same may be amended, modified or supplemented from time to time, including any extensions, refinancings, refundings or renewals thereof in whole or in part, collectively, the "Term Note"), payable to MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation with offices located at 6929 N. Lakewood Avenue, Mail Drop 5.2-510, Tulsa, Oklahoma 74117 (the "Holder"). Notwithstanding anything contained in the Term Note to the contrary, from and after the date hereof, unless sooner accelerated, the Term Note shall mature on or before the earlier to occur of (such date being referred to herein as the "Maturity Date"): (a)

Star Telecommunications Inc – AMENDMENT NO. 1 TO WORKOUT AGREEMENT (August 18th, 2000)

AMENDMENT NO. 1 TO WORKOUT AGREEMENT THIS AMENDMENT NO. 1 TO WORKOUT AGREEMENT (this "AMENDMENT") is entered into as of this 30th day of June, 2000, by and between STAR Telecommunications, Inc., a Delaware corporation ("DEBTOR"), PT-1 Communications, Inc. ("PT-1"), Helvey Com, LLC ("HELVEY"), CEO California Telecommunications, Inc., CEO Telecommunications, Inc., Lucius Enterprises, Inc., AS Telecommunications, Inc.; PT-1 Long Distance, Inc., PT-1 Holdings I, Inc., Phonetime Technologies, Inc., PT-1 Holdings II, Inc., Nationwide Distributors, Inc., Technology Leasing, Inc., Investment Services, Inc., and PT-1 Communications Puerto Rico, Inc. (collectively, the "DEBTOR ENTITIES") and MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation having a place of business located at 6929 North Lakewood Avenue, M.D. 5.2-510, Tulsa, Oklahoma 74117 ("WORLDCOM"). WHEREAS, the parties entered into a Workout Agreement dated as of the 12th day of April 2000 (

Star Telecommunications Inc – AMENDMENT NO. 2 TO PROMISSORY NOTE (August 18th, 2000)

AMENDMENT NO. 2 TO PROMISSORY NOTE Reference is made to that $56,017,698.87 Promissory Note of STAR TELECOMMUNICATIONS, INC., a Delaware corporation with its chief executive offices located at 223 East De La Guerra, Santa Barbara, California, 93101 (together with its successors and assigns, the "Maker"), effective February 3, 2000 (as the same may be amended, modified or supplemented from time to time, including any extensions, refinancings, refundings or renewals thereof in whole or in part, collectively, the "Note"), payable to MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation with offices located at 6929 N. Lakewood Avenue, Mail Drop 5.2-510, Tulsa, Oklahoma 74117 (the "Holder"). Notwithstanding anything contained in the Note to the contrary, from and after the date hereof, unless sooner accelerated, the Note shall mature on or before the earlier to occur of (such date being referred to herein as the "Maturity Date"): (a) termination of the

Star Telecommunications Inc – AMENDMENT NO. 1 TO PROMISSORY NOTE (August 18th, 2000)

AMENDMENT NO. 1 TO PROMISSORY NOTE Reference is made to that $56,017,698.87 Promissory Note of STAR TELECOMMUNICATIONS, INC., a Delaware corporation with its chief executive offices located at 223 East De La Guerra, Santa Barbara, California, 93101 (together with its successors and assigns, the "Maker"), effective February 3, 2000 (as the same may be amended, modified or supplemented from time to time, including any extensions, refinancings, refundings or renewals thereof in whole or in part, collectively, the "Note"), payable to MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation with offices located at 6929 N. Lakewood Avenue, Mail Drop 5.2-510, Tulsa, Oklahoma 74117 (the "Holder"). Notwithstanding anything contained in the Note to the contrary, from and after the date hereof, unless sooner accelerated, the Note shall mature on or before the earlier to occur of (such date being referred to herein as the "Maturity Date"): (a) termination of the

Star Telecommunications Inc – AMENDMENT NO. 2 TO STANDBY TERM LOAN NOTE (August 18th, 2000)

AMENDMENT NO. 2 TO STANDBY TERM LOAN NOTE Reference is made to that $30,000,000.00 Standby Term Loan Note of STAR TELECOMMUNICATIONS, INC., a Delaware corporation with its chief executive offices located at 223 East De La Guerra, Santa Barbara, California, 93101 (together with its successors and assigns, the "Maker"), dated June 30, 2000 (as the same may be amended, modified or supplemented from time to time, including any extensions, refinancings, refundings or renewals thereof in whole or in part, collectively, the "Term Note"), payable to MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation with offices located at 6929 N. Lakewood Avenue, Mail Drop 5.2-510, Tulsa, Oklahoma 74117 (the "Holder"). Notwithstanding anything contained in the Term Note to the contrary, from and after the date hereof, unless sooner accelerated, the Term Note shall mature on or before the earlier to occur of (such date being referred to herein as the "Maturity Date"): (a)

Star Telecommunications Inc – STANDBY TERM LOAN NOTE (August 18th, 2000)

STANDBY TERM LOAN NOTE $30,000,000.00 JUNE 30, 2000 FOR VALUE RECEIVED, the undersigned, STAR TELECOMMUNICATIONS, INC., a Delaware corporation (the "Maker") promises to pay to the order of MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation with a place of business located at 6929 North Lacewood Avenue, M.D. 5.2-510, Tulsa, Oklahoma 74117 ("Holder"), the principal sum of the lesser of: (a) THIRTY MILLION DOLLARS ($30,000,000.00); or (b) the aggregate principal amount of the Advances, as defined below, made by Holder to Maker pursuant to this Standby Term Loan Note (the "Term Note"), together with interest on the unpaid principal amount of this Term Note, accruing at a rate of eighteen percent (18%) PER ANNUM, based on a year of 365 or 366 days, as the case may be, and actual days elapsed, on or before the earlier to occur of (such date being referred to herein as the "Maturity Date"):

Star Telecommunications Inc – GUARANTY (May 18th, 2000)

EXHIBIT 10.79 GUARANTY THIS GUARANTY, dated as of April 12, 2000 (as amended, restated, and otherwise modified from time to time, this "Guaranty"), is made by ___________________________ ("Guarantor"), of the obligations of STAR Telecommunications, Inc. ("Debtor"), under the WorldCom Documents, as defined below, by and between Debtor and MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation ("WorldCom"), as agent for itself and MCI WORLDCOM, INC., its affiliates and subsidiaries (collectively, the "WorldCom Entities"). W I T N E S S E T H: WHEREAS, WorldCom provides telecommunications services to Debtor, Guarantor and certain of their respective Subsidiaries pursuant to the Service Agreements; and WHEREAS, Debtor is in default to WorldCom for, INTER ALIA, failure to pay its obligations to WorldCom in a timely manner (th

Star Telecommunications Inc – PLEDGE AGREEMENT (May 18th, 2000)

PLEDGE AGREEMENT THIS PLEDGE AGREEMENT dated as of April 12, 2000 (this "Agreement"), by ____________________________ ("Pledgor" or "Debtor"), is made in favor of MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation (the "Agent"), for the benefit of MCI WORLDCOM, INC., its subsidiaries and affiliates (collectively, "WorldCom"). W I T N E S S E T H: WHEREAS, WorldCom provides telecommunications services to Debtor pursuant to the Service Agreements; and WHEREAS, Debtor is in default to WorldCom for, INTER ALIA, failure to pay its obligations to WorldCom in a timely manner (the "Past Due Indebtedness"); and WHEREAS, Debtor and WorldCom have agreed to restructure certain of the Past Due Indebtedness due to MCI WorldCom Network Services, Inc., as of February 3, 2000, pursuant to the terms and conditions of the Workout Agreement between the parties of even date herewith (the "Work

Star Telecommunications Inc – WORKOUT AGREEMENT (May 18th, 2000)

EXHIBIT 10.75 WORKOUT AGREEMENT THIS WORKOUT AGREEMENT (this "AGREEMENT") is entered into as of this 12th day of April, 2000, by and between STAR Telecommunications, Inc., a Delaware corporation ("DEBTOR"), PT-1 Communications, Inc. ("PT-1"), Helvey Com, LLC ("HELVEY"), CEO California Telecommunications, Inc., CEO Telecommunications, Inc., Lucius Enterprises, Inc., AS Telecommunications, Inc.; PT-1 Long Distance, Inc., PT-1 Holdings I, Inc., Phonetime Technologies, Inc., PT-1 Holdings II, Inc., Nationwide Distributors, Inc., Technology Leasing, Inc., Investment Services, Inc., and PT-1 Communications Puerto Rico, Inc. (collectively, the "DEBTOR ENTITIES") and MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation having a place of business located at 6929 North Lakewood Avenue, M.D. 5.2-510, Tulsa, Oklahoma 74117 ("WORLDCOM"). W I T N E S S E T H:

Star Telecommunications Inc – SECURITY AGREEMENT (May 18th, 2000)

EXHIBIT 10.77 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, or otherwise modified from time to time, this "Agreement"), dated as of April 12, 2000, is made by ______________________ ("Debtor"), in favor of MCI WORLDCOM NETWORK SERVICES, INC., a Delaware corporation ("Agent"), for itself and as collateral agent for MCI WorldCom, Inc., and its subsidiaries and affiliates, with its principal office at 6929 North Lakewood, Mail Drop 5.2-510, Tulsa, Oklahoma 74117, (collectively, "WorldCom"). W I T N E S S E T H: WHEREAS, WorldCom provides telecommunications services to Debtor pursuant to the Service Agreements; and WHEREAS, Debtor is in default to WorldCom for, INTER ALIA, failure to pay its obligations to WorldCom in a timely manner (the "Past Due Indebtedness"); and WHEREAS, Debtor and WorldCom have agreed t

Star Telecommunications Inc – PROMISSORY NOTE (May 18th, 2000)

EXHIBIT 10.76 PROMISSORY NOTE $56,017,698.87 April 12, 2000 FOR VALUE RECEIVED on February 3, 2000 (the "Effective Date"), the undersigned, STAR TELECOMMUNICATIONS, INC., with its chief executive offices located at 223 East De La Guerra, Santa Barbara, California, 93101, a Delaware corporation (together with its successors and assigns, the "Maker"), promises to pay to the order of MCI WORLDCOM NETWORK SERVICES, INC., with offices located at 6929 N. Lakewood Avenue, Mail Drop 5.2- 510, Tulsa, Oklahoma 74117 ("Holder"), the principal sum of FIFTY-SIX MILLION, SEVENTEEN THOUSAND, SIX HUNDRED AND NINETY-EIGHT AND 87/100 DOLLARS ($56,017,698.87), together with interest on the unpaid principal amount of this Note from the Effective Date, accruing at a rate of sixteen percent (16%) PER ANNUM, based on a year of 365 or 36

Star Telecommunications Inc – AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT (April 14th, 2000)

Exhibit 10.58 AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT (this "Amendment") is effective as of _______________, 1999, between STAR TELECOMMUNICATIONS, INC., a Delaware corporation (the "COMPANY"), and DAVID VAUN CRUMLY ("EMPLOYEE"). RECITALS: A. The Company (or Star Vending, Inc., a Nevada corporation, predecessor in interest to the Company) and Employee are parties to that certain Employment Agreement effective as of January 1, 1996, as amended by that certain Amendment Number One to Employment Agreement effective as of November 11, 1997 (collectively, the "Employment Agreement"), pursuant to which Employee is employed by the Company. B. The parties desire to modify certain terms of the Employment Agreement, as set forth in this Amendment. AGREEMENTS: NOW, THEREFORE, the parties agree to

Star Telecommunications Inc – Commercial Lease (April 14th, 2000)

Commercial Lease Between Prinzenpark GbR Kanzlerstr. 4 40472 Dusseldorf - hereinafter referred to as Lessor - arid Star Telecommunications Deutschland GmbH BeethovenstraBe 8 - 10 60325 Frankfurt/Main - hereinafter referred to as Lessee - the following 1ease is signed: SECTION 1 LEASED PROPERTY 1. ACCORDING TO THE GROUND PLAN ATTACHED AS APPENDIX, which forms part of this Lease, Lessor grant Lessee a Lease of the following areas for the establishment of an office Business) within the building Prinzenallee 7, erected on the premises Prinzenallee 5- 21/Hansaallee 101, 40549 Duesseldorf: A) PRINZENALLEE 7, OFFICE AREA ON TH

Star Telecommunications Inc – REVOLVING LINE OF CREDIT PROMISSORY NOTE (April 14th, 2000)

Exhibit 10.60 REVOLVING LINE OF CREDIT PROMISSORY NOTE 1. FUNDAMENTAL PROVISIONS The following terms will be used as defined terms in this Note: DATE OF THIS NOTE: April 12, 1999 BORROWER: KELLY ENOS LENDER: STAR TELECOMMUNICATIONS, INC., a Delaware corporation PRINCIPAL AMOUNT: One Hundred Thousand Dollars ($100,000.00) INTEREST RATE: Eight percent (8%) per annum, or the maximum rate permitted by law, whichever is less 2. PROMISE TO PAY For good and valuable consideration, Borrower promises to pay to Lender, or order, the Principal Amount, or so much thereof as is advanced (pursuant to the terms of this Note) and outstanding, with interest at the Interest Rate from the dates of the respective advances by Lender, unti

Star Telecommunications Inc – AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT (April 14th, 2000)

Exhibit 10.56 AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT -------------------------------------------- THIS AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT (this "Amendment") is effective as of _______________, 1999, between STAR TELECOMMUNICATIONS, INC., a Delaware corporation (the "COMPANY"), and KELLY ENOS ("EMPLOYEE"). RECITALS: -------- A. The Company (or STAR Vending, Inc., a Nevada corporation, predecessor in interest to the Company) and Employee are parties to that certain Employment Agreement effective as of December 2, 1996, as amended by that certain Amendment Number One to Employment Agreement effective as of November 12, 1997 (collectively, the "Employment Agreement"), pursuant to which Employee is employed by the Company. B. The parties desire to modify certain terms of the Employment Agreement, including the monthly base

Star Telecommunications Inc – SECOND RESTATEMENT OF EMPLOYMENT AGREEMENT (April 14th, 2000)

Exhibit 10.57 AMENDMENT NUMBER ONE TO ----------------------- SECOND RESTATEMENT OF EMPLOYMENT AGREEMENT ------------------------------------------ THIS AMENDMENT NUMBER ONE TO SECOND RESTATEMENT OF EMPLOYMENT AGREEMENT (this "Amendment") is effective as of _______________, 1999, between STAR TELECOMMUNICATIONS, INC., a Delaware corporation ("STAR"), and JAMES KOLSRUD ("EMPLOYEE"). RECITALS: -------- A. STAR (and/or STAR Vending, Inc., a Nevada corporation, predecessor in interest to STAR) and Employee are parties to that certain Employment Agreement effective as of September 14, 1996, as amended and restated by that certain First Restatement of Employment Agreement effective as of December 18, 1996, as amended and restated by that certain First Restatement of Employment Agreement eff