1 EXHIBIT 4.4 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of April 26, 1999, by and between FACILICOM INTERNATIONAL, INC., a Delaware corporation (the "COMPANY"), as issuer, and STATE STREET...Supplemental Indenture • November 5th, 1999 • World Access Inc /New/ • Communications equipment, nec
1 EXHIBIT 10.37 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of June 1, 2000, between WORLD ACCESS, INC., a Delaware corporation f/k/a WAXS INC. (the "Company"), and BRYAN D. YOKLEY...Executive Employment Agreement • August 7th, 2000 • World Access Inc /New/ • Communications equipment, nec • Georgia
ESCROW AGREEMENTEscrow Agreement • May 24th, 2000 • World Access Inc /New/ • Communications equipment, nec • Delaware
1 EXHIBIT 10.20 FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 7, 1999Credit Agreement • March 30th, 2000 • World Access Inc /New/ • Communications equipment, nec • Texas
Issuer TOIndenture • October 10th, 2000 • World Access Inc /New/ • Communications equipment, nec • New York
Issuer TOWorld Access Inc /New/ • November 5th, 1999 • Communications equipment, nec • New York
WITNESSETHAgreement • November 5th, 1999 • World Access Inc /New/ • Communications equipment, nec • New York
BETWEENStock Purchase Agreement • April 18th, 2000 • World Access Inc /New/ • Communications equipment, nec • Delaware
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of February 11, 2000 (this "Agreement"), is made and entered into among WORLD ACCESS, INC., a Delaware corporation ("WAXS"), STI Merger Co., a Delaware corporation...Agreement and Plan of Merger • May 22nd, 2000 • World Access Inc /New/ • Communications equipment, nec • Delaware
1 EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), effective as of the 27th day of May, 1999, by and among World Access, Inc., a Delaware corporation ("WAXS"), WA Telcom Products Co., Inc., a...Agreement and Plan of Reorganization • July 14th, 1999 • World Access Inc /New/ • Communications equipment, nec • Georgia
1 EXHIBIT 10.24 WORLD ACCESS, INC. 2200 RESURGENS PLAZA 945 E. PACES FERRY ROAD ATLANTA, GEORGIA 30326 December 14, 1998 Mr. Hensley E. West c/o World Access, Inc. 2200 Resurgens Plaza 945 E. Paces Ferry Road Atlanta, Georgia 30326 Dear Mr. West: This...World Access Inc /New/ • April 9th, 1999 • Communications equipment, nec
1 EXHIBIT 10.34 CREDIT AGREEMENT dated as of November 15, 1999Credit Agreement • March 30th, 2000 • World Access Inc /New/ • Communications equipment, nec • New York
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 30, 1999, is by and among Comm/Net Holding Corporation, a Texas corporation ("Comm/Net Holding"), Gregory A. Somers, Kelli J. Somers,...Registration Rights Agreement • July 14th, 1999 • World Access Inc /New/ • Communications equipment, nec • Georgia
1 EXHIBIT 4.5 SECOND SUPPLEMENTAL INDENTURE ------------------------------------------------------------------------------- FACILICOM INTERNATIONAL, INC.,Supplemental Indenture • November 5th, 1999 • World Access Inc /New/ • Communications equipment, nec
BACKGROUND:Security Agreement • April 9th, 1999 • World Access Inc /New/ • Communications equipment, nec • Texas
1 EXHIBIT 10.35 AMENDMENT NUMBER ONE TO PARTICIPATION AGREEMENT This AMENDMENT NUMBER ONE TO PARTICIPATION AGREEMENT (this "Amendment") is entered into as of May 23, 2000, by and between FOOTHILL CAPITAL CORPORATION, a California corporation...Participation Agreement • May 24th, 2000 • World Access Inc /New/ • Communications equipment, nec
GUARANTYWorld Access Inc /New/ • April 9th, 1999 • Communications equipment, nec • Texas
1 EXHIBIT 4.10 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of October 13, 1999, by and among World Access, Inc., a Delaware corporation (the "Company"), and [X] (the "Buyer"). THE PARTIES AGREE AS FOLLOWS: 1....Stock Purchase Agreement • November 5th, 1999 • World Access Inc /New/ • Communications equipment, nec • Georgia
1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of February 11, 2000 (this "Agreement"), by and among World Access, Inc., a Delaware corporation ("WAXS"), CTI Merger Co., a Delaware corporation and wholly-owned...Agreement and Plan of Merger • May 22nd, 2000 • World Access Inc /New/ • Communications equipment, nec • Delaware
Exhibit 4.7 COLLATERAL PLEDGE AND SECURITY AGREEMENT Dated as of _______ __,_____Collateral Pledge and Security Agreement • November 5th, 1999 • World Access Inc /New/ • Communications equipment, nec • New York
1 EXHIBIT 99.3 EXCHANGE AGENCY AGREEMENT This Agreement is entered into as of [_______], 1999 between FIRST UNION NATIONAL BANK, a national banking association, as Exchange Agent (the "Agent") and WORLD ACCESS, INC., a corporation organized under the...Exchange Agency Agreement • November 5th, 1999 • World Access Inc /New/ • Communications equipment, nec • Georgia
1 EXHIBIT 10.33 DISBURSEMENT AGREEMENT THIS DISBURSEMENT AGREEMENT (the "Agreement") is made and entered into as of the 14th day of December, 1998, by and among WORLD ACCESS, INC., a Delaware corporation ("World Access"), CHERRY COMMUNICATIONS...Disbursement Agreement • April 9th, 1999 • World Access Inc /New/ • Communications equipment, nec • Georgia
AGREEMENT dated 21 September 2000 (the "Agreement")Agreement • November 14th, 2000 • World Access Inc /New/ • Communications equipment, nec
1 EXHIBIT 2 ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 17, 1999Asset Purchase Agreement • February 28th, 2000 • World Access Inc /New/ • Communications equipment, nec • Georgia
1 EXHIBIT 4.13 FORM OF AMENDMENT TO VOTING AND STOCK TRANSFER RESTRICTION AGREEMENT This AMENDMENT TO VOTING AND STOCK TRANSFER RESTRICTION AGREEMENT (this "Amendment") is entered into this ___ day of November, 2000, among Communication TeleSystems...Voting and Stock Transfer Restriction Agreement • November 14th, 2000 • World Access Inc /New/ • Communications equipment, nec
WITNESSETH:Confirmation Agreement • March 30th, 2000 • World Access Inc /New/ • Communications equipment, nec • Texas
AS TRUSTEE TO INDENTURE DATED AS OF OCTOBER 1, 1997 BETWEENWorld Access Inc /New/ • October 28th, 1998 • Wholesale-electronic parts & equipment, nec • Georgia
EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of October 28, 1998, by and between WORLD ACCESS, INC., a Delaware corporation ("Assignor"), and WAXS INC., a Delaware corporation ("Assignee")....Assignment and Assumption Agreement • October 28th, 1998 • World Access Inc /New/ • Wholesale-electronic parts & equipment, nec
WORLD ACCESS REALIZATION TRUST AGREEMENT DATED AS OF_________________ ___, 2004Access Realization Trust Agreement • October 18th, 2004 • World Access Inc /New/ • Telephone communications (no radiotelephone)
BACKGROUND.Pledge Agreement • April 9th, 1999 • World Access Inc /New/ • Communications equipment, nec • Texas
WITNESSETH:Executive Management Services Agreement • August 7th, 2000 • World Access Inc /New/ • Communications equipment, nec • Delaware
BACKGROUND.Pledge Agreement • March 30th, 2000 • World Access Inc /New/ • Communications equipment, nec • Texas
of AUGUST 11, 2000 amongContribution/Exchange Agreement • November 14th, 2000 • World Access Inc /New/ • Communications equipment, nec
1 EXHIBIT 10.34 PARTICIPATION AGREEMENT THIS PARTICIPATION AGREEMENT (this "Agreement") is made as of February 11, 2000 by and between FOOTHILL CAPITAL CORPORATION, having an office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California...Participation Agreement • May 24th, 2000 • World Access Inc /New/ • Communications equipment, nec • California
