INTERCOMPANY SUBORDINATION AGREEMENT
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of
June 9, 1999, is made among the Obligors (as defined below), and FOOTHILL
CAPITAL CORPORATION, a California corporation ("Foothill"), as agent for the
Lender Group (in such capacity, together with its successors, if any, in such
capacity, "Agent").
WHEREAS, the Obligors and the Lender Group are parties to that
certain Loan and Security Agreement dated as of even date herewith (as
amended, modified, renewed, extended, or replaced from time to time, the
"Loan Agreement"), pursuant to which the Lender Group has agreed to make
certain financial accommodations to the Obligors;
WHEREAS, each Obligor has made or may make certain loans or
advances from time to time to one or more other Obligors;
WHEREAS, each Obligor has agreed to the subordination of such
indebtedness of each other Obligor to such Obligor, upon the terms and
subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises,
covenants, conditions, representations, and warranties set forth herein and
for other good and valuable consideration, the parties hereto agree as
follows:
SECTION 1 Definitions; Interpretation.
(a) Terms Defined in Loan Agreement. All capitalized terms
used in this Agreement and not otherwise defined herein shall have the
meanings assigned to them in the Loan Agreement.
(b) Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:
"Insolvency Event" has the meaning set forth in Section 3.
"Lender Group" shall mean, individually and collectively, each
of the Lenders and Foothill, in its capacity as "Agent" (as such term is
defined in the Loan Agreement) for the Lenders.
"Lenders" means, individually and collectively, each of the
financial institutions (including Foothill) listed on the signature pages of
the Loan Agreement and any other Person made a party thereto in accordance
with the provisions of Section 14.1 thereof (together with their respective
successors and assigns).
"Obligors" means, individually and collectively, Star
Telecommunications, Inc., a Delaware corporation, CEO Telecommunications,
Inc., a California corporation, CEO California Telecommunications, Inc., a
California corporation, PT-1 Communications, Inc., a New York corporation,
PT-1 Long Distance, Inc., a Delaware corporation, Xxxxxx Com, Inc., a
Delaware corporation, Lucius Enterprises, Inc., a California corporation, AS
Telecommunications, Inc., an Arizona corporation, PT-1 Technologies, Inc., a
Delaware corporation, PT-1 Holdings I, Inc., a Delaware corporation, PT-1
Holdings II, Inc., a Delaware corporation, Nationwide Distributors, Inc., a
Delaware corporation, Technology Leasing, Inc., a Delaware corporation, PT-1
Phonecard, L.P., a Texas limited partnership, Platform Services, L.P., a
Delaware limited partnership, PT-1 Communications Puerto Rico, Inc., a
Delaware corporation, Investment Services, Inc., a Delaware corporation, and
any other Obligor that now or in the future executes and delivers a joinder
to the Loan Agreement as an "Obligor".
"Senior Debt" means the Obligations and other indebtedness and
liabilities of the Obligors to the Lender Group under or in connection with
the Loan Agreement and the other Loan Documents, including all unpaid
principal of the Loans, all interest accrued thereon, all fees due under the
Loan Agreement and the other Loan Documents, and all other amounts payable by
the Obligors to the Lender Group thereunder or in connection therewith,
whether now existing or hereafter arising, and whether due or to become due,
absolute or contingent, liquidated or unliquidated, determined or
undetermined.
"Subordinated Debt" means, with respect to each Obligor, all
indebtedness, liabilities, and other obligations of any other Obligor owing
to such Obligor in respect of any and all loans or advances made by such
Obligor to such other Obligor whether now existing or hereafter arising, and
whether due or to become due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, including all fees and all other
amounts payable by any other Obligor to such Obligor under or in connection
with any documents or instruments related thereto.
"Subordinated Debt Payment" means any payment or distribution
by or on behalf of the Obligors, directly or indirectly, of assets of the
Obligors of any kind or character, whether in cash, property, or securities,
including on account of the purchase, redemption, or other acquisition of
Subordinated Debt, as a result of any collection, sale, or other disposition
of collateral, or by setoff, exchange, or in any other manner, for or on
account of the Subordinated Debt.
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(c) Interpretation. Unless the context of this Agreement
clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the term "including" is not
limiting, and the term "or" has, except where otherwise indicated, the
inclusive meaning represented by the phrase "and/or." The words "hereof,"
"herein," "hereby," "hereunder," and similar terms in this Agreement refer to
this Agreement as a whole and not to any particular provision of this
Agreement. Section, subsection, clause, schedule, and exhibit references are
to this Agreement unless otherwise specified. References to agreements and
other contractual instruments shall be deemed to include all subsequent
amendments and other modifications thereto. References to statutes or
regulations are to be construed as including all statutory and regulatory
provisions consolidating, amending, or replacing the statute or regulation
referred to. The captions and headings are for convenience of reference only
and shall not affect the construction of this Agreement.
SECTION 2 SUBORDINATION TO PAYMENT OF SENIOR DEBT. As to
each Obligor, all payments on account of the Subordinated Debt shall be
subject, subordinate, and junior, in right of payment and exercise of
remedies, to the extent and in the manner set forth herein, to the prior
payment, in full, in cash or cash equivalents of the Senior Debt.
SECTION 3 SUBORDINATION UPON ANY DISTRIBUTION OF ASSETS OF
THE OBLIGORS. As to each Obligor, in the event of any payment or
distribution of assets of any other Obligor of any kind or character, whether
in cash, property, or securities, upon the dissolution, winding up, or total
or partial liquidation or reorganization, readjustment, arrangement, or
similar proceeding relating to such other Obligor or its property, whether
voluntary or involuntary, or in bankruptcy, insolvency, receivership,
arrangement, or similar proceedings or upon an assignment for the benefit of
creditors, or upon any other marshaling or composition of the assets and
liabilities of such other Obligor, or otherwise (such events, collectively,
the "Insolvency Events"): (i) all amounts owing on account of the Senior
Debt shall first be paid, in full, in cash, or payment provided for in cash
or in cash equivalents, before any Subordinated Debt Payment is made; and
(ii) to the extent permitted by applicable law, any Subordinated Debt Payment
to which such Obligor would be entitled except for the provisions hereof,
shall be paid or delivered by the trustee in bankruptcy, receiver, assignee
for the benefit of creditors, or other liquidating agent making such payment
or distribution directly to Agent for the benefit of the Lender Group for
application to the payment of the Senior Debt in accordance with clause (i),
after giving effect to any concurrent payment or distribution or provision
therefor to the Lender Group or Agent for the benefit thereof in respect of
such Senior Debt.
SECTION 4 PAYMENTS ON SUBORDINATED DEBT.
(a) Permitted Payments. So long as no Event of Default has
occurred and is continuing, each Obligor may make, and each other Obligor
shall be entitled to accept and receive, payments on account of the
Subordinated Debt in the ordinary course of business.
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(b) No Payment Upon Senior Debt Defaults. Upon the
occurrence of any Event of Default, and until such Event of Default is cured
or waived, each Obligor shall not make, and each other Obligor shall not
accept or receive, any Subordinated Debt Payment, except to the extent
expressly permitted by the Loan Agreement.
SECTION 5 SUBORDINATION OF REMEDIES. As long as any Senior
Debt shall remain outstanding and unpaid, following the occurrence of any
Event of Default and until such Event of Default is cured or waived, each
Obligor shall not, without the prior written consent of Agent:
(a) accelerate, make demand, or otherwise make due and
payable prior to the original due date thereof any Subordinated Debt or bring
suit or institute any other actions or proceedings to enforce its rights or
interests in respect of the obligations of any other Obligor owing to such
Obligor;
(b) exercise any rights under or with respect to guaranties
of the Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in
respect of any indebtedness, liabilities, or obligations of such Obligor to
any other Obligor against any of the Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any
creditor other than the Lender Group or Agent on behalf thereof in
commencing, any bankruptcy, insolvency, or receivership proceeding against
the other Obligor.
SECTION 6 PAYMENT OVER TO AGENT. In the event that,
notwithstanding the provisions of Sections 3, 4, and 5, any Subordinated Debt
Payments shall be received in contravention of such Sections 3, 4, and 5 by
any Obligor before all Senior Debt is paid, in full, in cash or cash
equivalents, such Subordinated Debt Payments shall be held in trust for the
benefit of the Lender Group and shall be paid over or delivered to Agent for
the benefit of the Lender Group for application to the payment, in full, in
cash or cash equivalents of all Senior Debt remaining unpaid to the extent
necessary to give effect to such Sections 3, 4, and 5, after giving effect to
any concurrent payments or distributions to the Lender Group in respect of
the Senior Debt.
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SECTION 7 AUTHORIZATION TO AGENT. If, while any
Subordinated Debt is outstanding, any Insolvency Event shall occur and be
continuing with respect to the other Obligor or its property: (i) Agent on
behalf of the Lender Group is hereby irrevocably authorized and empowered (in
the name of each Obligor or otherwise), but shall have no obligation, to
demand, xxx for, collect, and receive every payment or distribution in
respect of the Subordinated Debt and give acquittance therefor and to file
claims and proofs of claim and take such other action (including voting the
Subordinated Debt) as it may deem necessary or advisable for the exercise or
enforcement of any of the rights or interests of the Lender Group; and (ii)
each Obligor shall promptly take such action as Agent reasonably may request
(A) to collect the Subordinated Debt for the account of the Lender Group and
to file appropriate claims or proofs of claim in respect of the Subordinated
Debt, (B) to execute and deliver to Agent such powers of attorney,
assignments, and other instruments as it may request to enable it to enforce
any and all claims with respect to the Subordinated Debt, and (C) to collect
and receive any and all Subordinated Debt Payments.
SECTION 8 CERTAIN AGREEMENTS OF EACH OBLIGOR.
(a) NO BENEFITS. Each Obligor understands that there may be
various agreements between the Lender Group and any other Obligor evidencing
and governing the Senior Debt, and each Obligor acknowledges and agrees that
such agreements are not intended to confer any benefits on such Obligor and
that the Lender Group and Agent on behalf thereof shall have no obligation to
such Obligor or any other Person to exercise any rights, enforce any
remedies, or take any actions which may be available to them under such
agreements.
(b) NO INTERFERENCE. Each Obligor acknowledges that each
other Obligor has granted to Agent for the benefit of the Lender Group
security interests in all of such other Obligor' assets, and agrees not to
interfere with or in any manner oppose a disposition of any Collateral by the
Lender Group or Agent on behalf thereof in accordance with applicable law.
(c) RELIANCE BY THE LENDER GROUP. Each Obligor acknowledges
and agrees that the Lender Group will have relied upon and will continue to
rely upon the subordination provisions provided for herein and the other
provisions hereof in entering into the Loan Documents and making or issuing
the Loans thereunder.
(d) WAIVERS. Except as provided under the Loan Agreement,
each Obligor hereby waives any and all notice of the incurrence of the Senior
Debt or any part thereof and any right to require marshaling of assets.
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(e) OBLIGATIONS OF EACH OBLIGOR NOT AFFECTED. Each Obligor
hereby agrees that at any time and from time to time, without notice to or
the consent of such Obligor, without incurring responsibility to such
Obligor, and without impairing or releasing the subordination provided for
herein or otherwise impairing the rights of the Lender Group hereunder: (i)
the time for any other Obligor's performance of or compliance with any of its
agreements contained in the Loan Documents may be extended or such
performance or compliance may be waived by the Lender Group or Agent on
behalf thereof; (ii) the agreements of any other Obligor with respect to the
Loan Documents may from time to time be modified by such other Obligor and
the Lender Group or Agent on behalf thereof for the purpose of adding any
requirements thereto or changing in any manner the rights and obligations of
such other Obligor or the Lender Group thereunder; (iii) the manner, place,
or terms for payment of Senior Debt or any portion thereof may be altered or
the terms for payment extended, or the Senior Debt may be renewed in whole or
in part; (iv) the maturity of the Senior Debt may be accelerated in
accordance with the terms of any present or future agreement by any other
Obligor and the Lender Group or Agent on behalf thereof; (v) any Collateral
may be sold, exchanged, released, or substituted and any Lien in favor of
Agent for the benefit of the Lender Group may be terminated, subordinated, or
fail to be perfected or become unperfected; (vi) any Person liable in any
manner for Senior Debt may be discharged, released, or substituted; and (vii)
all other rights against the other Obligor, any other Person, or with respect
to any Collateral may be exercised (or the Lender Group or Agent on behalf
thereof may waive or refrain from exercising such rights).
(f) RIGHTS OF THE LENDER GROUP NOT TO BE IMPAIRED. No right
of the Lender Group or Agent on behalf thereof to enforce the subordination
provided for herein or to exercise its other rights hereunder shall at any
time in any way be prejudiced or impaired by any act or failure to act by any
other Obligor, the Lender Group, or Agent hereunder or under or in connection
with the other Loan Documents or by any noncompliance by the other Obligor
with the terms and provisions and covenants herein or in any other Loan
Document, regardless of any knowledge thereof the Lender Group or Agent on
behalf thereof may have or otherwise be charged with.
(g) FINANCIAL CONDITION OF THE OBLIGORS. Except as provided
under the Loan Agreement, each Obligor shall not have any right to require
the Lender Group to obtain or disclose any information with respect to: (i)
the financial condition or character of any other Obligor or the ability of
the other Obligor to pay and perform Senior Debt; (ii) the Senior Debt; (iii)
the Collateral or other security for any or all of the Senior Debt; (iv) the
existence or nonexistence of any guarantees of, or any other subordination
agreements with respect to, all or any part of the Senior Debt; (v) any
action or inaction on the part of the Lender Group or any other Person; or
(vi) any other matter, fact, or occurrence whatsoever.
(h) ACQUISITION OF LIENS OR GUARANTIES. Each Obligor shall
not, without the prior consent of Agent, acquire any right or interest in or
to any Collateral not owned by such Obligor or accept any guaranties for the
Subordinated Debt.
SECTION 9 SUBROGATION.
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(a) SUBROGATION. Until the payment and performance in full
of all Senior Debt, each Obligor shall not have, and shall not directly or
indirectly exercise, any rights that it may acquire by way of subrogation
under this Agreement, by any payment or distribution to the Lender Group
hereunder or otherwise. Upon the payment and performance in full of all
Senior Debt (other than Contingent Surviving Obligations), each Obligor shall
be entitled to exercise in full any subrogated rights it may possess with
respect to the rights of the Lender Group to receive payments or
distributions applicable to the Senior Debt until the Subordinated Debt shall
be paid in full. For the purposes of the foregoing subrogation, no payments
or distributions to the Lender Group of any cash, property, or securities to
which any Obligor would be entitled except for the provisions of Section 3,
4, or 5 shall, as among such Obligor, its creditors (other than the Lender
Group), and the other Obligor, be deemed to be a payment by the other
Obligors to or on account of the Senior Debt.
(b) PAYMENTS OVER TO THE OBLIGORS. If any payment or
distribution to which any Obligor would otherwise have been entitled but for
the provisions of Section 3, 4, or 5 shall have been applied pursuant to the
provisions of Section 3, 4, or 5 to the payment of all amounts payable under
the Senior Debt, such Obligor shall be entitled to receive from the Lender
Group any payments or distributions received by the Lender Group in excess of
the amount sufficient to pay in full all amounts payable under or in respect
of the Senior Debt. If any such excess payment is made to the Lender Group,
the Lender Group shall promptly remit such excess to such Obligor and until
so remitted shall hold such excess payment for the benefit of such Obligor.
SECTION 10 CONTINUING AGREEMENT; REINSTATEMENT.
(a) CONTINUING AGREEMENT. This Agreement is a continuing
agreement of subordination and shall continue in effect and be binding upon
each Obligor until payment and performance in full of the Senior Debt. The
subordinations, agreements, and priorities set forth herein shall remain in
full force and effect regardless of whether any party hereto in the future
seeks to rescind, amend, terminate, or reform, by litigation or otherwise,
its respective agreements with the other Obligor.
(b) REINSTATEMENT. This Agreement shall continue to be
effective or shall be reinstated, as the case may be, if, for any reason, any
payment of the Senior Debt by or on behalf of any other Obligor shall be
rescinded or must otherwise be restored by the Lender Group, whether as a
result of an Insolvency Event or otherwise.
SECTION 11 TRANSFER OF SUBORDINATED DEBT. Each Obligor may
not assign or transfer its rights and obligations in respect of the
Subordinated Debt except to another Obligor without the prior written consent
of Agent, and any such transferee or assignee, as a condition to acquiring an
interest in the Subordinated Debt shall agree to be bound hereby, in form
satisfactory to Agent.
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SECTION 12 OBLIGATIONS OF THE OBLIGORS NOT AFFECTED. The
provisions of this Agreement are intended solely for the purpose of defining
the relative rights of each Obligor against the other Obligors, on the one
hand, and of the Lender Group and Agent on behalf thereof against the other
Obligors, on the other hand. Nothing contained in this Agreement shall (i)
impair, as between each Obligor and the other Obligors, the obligation of the
other Obligors to pay their respective obligations with respect to the
Subordinated Debt as and when the same shall become due and payable, or (ii)
otherwise affect the relative rights of each Obligor against the other
Obligors, on the one hand, and of the creditors (other than the Lender Group)
of the other Obligosr against the other Obligors, on the other hand.
SECTION 13 ENDORSEMENT OF OBLIGOR DOCUMENTS; FURTHER
ASSURANCES AND ADDITIONAL ACTS.
(a) ENDORSEMENT OF OBLIGOR DOCUMENTS. At the request of
Agent, all documents and instruments evidencing any of the Subordinated Debt,
if any, shall be endorsed with a legend noting that such documents and
instruments are subject to this Agreement, and each Obligor shall promptly
deliver to Agent evidence of the same.
(b) FURTHER ASSURANCES AND ADDITIONAL ACTS. Each Obligor
shall execute, acknowledge, deliver, file, notarize, and register at its own
expense all such further agreements, instruments, certificates, financing
statements, documents, and assurances, and perform such acts as Agent
reasonably shall deem necessary or appropriate to effectuate the purposes of
this Agreement, and promptly provide Agent with evidence of the foregoing
reasonably satisfactory in form and substance to Agent.
SECTION 14 NOTICES. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including by facsimile transmission) and shall be mailed, sent, or delivered
in accordance with the notice provisions contained in the Loan Agreement.
SECTION 15 NO WAIVER; CUMULATIVE REMEDIES. No failure on
the part of the Lender Group or Agent on behalf thereof to exercise, and no
delay in exercising, any right, remedy, power, or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, remedy, power, or privilege preclude any other or further
exercise thereof or the exercise of any other right, remedy, power, or
privilege. The rights and remedies under this Agreement are cumulative and
not exclusive of any rights, remedies, powers, and privileges that may
otherwise be available to the Lender Group.
SECTION 16 COSTS AND EXPENSES.
(a) PAYMENTS BY THE OTHER OBLIGOR. Each of the Obligors
jointly and severally agrees to pay to Agent for the benefit of the Lender
Group on demand the reasonable out-of-pocket costs and expenses of the Lender
Group, and the reasonable fees and disbursements of counsel to the Lender
Group, in connection with the negotiation, preparation, execution, delivery,
and administration of this Agreement, and any amendments, modifications, or
waivers of the terms thereof.
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(b) PAYMENTS BY THE OBLIGORS. Each of the Obligors jointly
and severally agrees to pay to Agent for the benefit of the Lender Group on
demand all costs and expenses of the Lender Group, and the fees and
disbursements of counsel, in connection with the enforcement or attempted
enforcement of, and preservation of rights or interests under, this
Agreement, including any losses, costs and expenses sustained by the Lender
Group as a result of any failure by such Obligor to perform or observe its
obligations contained in this Agreement.
SECTION 17 SURVIVAL. All covenants, agreements,
representations and warranties made in this Agreement shall, except to the
extent otherwise provided herein, survive the execution and delivery of this
Agreement, and shall continue in full force and effect so long as any Senior
Debt remains unpaid. Without limiting the generality of the foregoing, the
obligations of each Obligor under Section 16 shall survive the satisfaction
of the Senior Debt.
SECTION 18 BENEFITS OF AGREEMENT. This Agreement is entered
into for the sole protection and benefit of the parties hereto and their
successors and assigns, and no other Person shall be a direct or indirect
beneficiary of, or shall have any direct or indirect cause of action or claim
in connection with, this Agreement.
SECTION 19 BINDING EFFECT. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by each Obligor and the
Lender Group and their respective successors and permitted assigns.
SECTION 20 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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SECTION 21 SUBMISSION TO JURISDICTION. EACH OBLIGOR HEREBY (i) SUBMITS TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA AND THE
FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE
OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT
THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE
LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER
THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED
BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE
FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND
(iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 22 ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of each of the Obligors and the Lender Group with respect to the
matters set forth herein and supersedes any prior agreements, commitments,
drafts, communications, discussions, and understandings, oral or written,
with respect thereto.
(b) AMENDMENTS AND WAIVERS. No amendment to any provision
of this Agreement shall in any event be effective unless the same shall be in
writing and signed by each of the Obligors and Agent; and no waiver of any
provision of this Agreement, or consent to any departure by any Obligor
therefrom, shall in any event be effective unless the same shall be in
writing and signed by Agent. Any such amendment, waiver, or consent shall be
effective only in the specific instance and for the specific purpose for
which given.
SECTION 23 CONFLICTS. In case of any conflict or
inconsistency between any terms of this Agreement, on the one hand, and any
documents or instruments in respect of the Subordinated Debt, on the other
hand, then the terms of this Agreement shall control.
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SECTION 24 SEVERABILITY. Whenever possible, each provision
of this Agreement shall be interpreted in such manner as to be effective and
valid under all applicable laws and regulations. If, however, any provision
of this Agreement shall be prohibited by or invalid under any such law or
regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed
modified to conform to the minimum requirements of such law or regulation,
or, if for any reason it is not deemed so modified, it shall be ineffective
and invalid only to the extent of such prohibition or invalidity without
affecting the remaining provisions of this Agreement or the validity or
effectiveness of such provision in any other jurisdiction.
SECTION 25 INTERPRETATION. This Agreement is the result of
negotiations between, and have been reviewed by the respective counsel to,
the Obligors and the several members of the Lender Group and is the product
of all parties hereto. Accordingly, this Agreement shall not be construed
against the Lender Group merely because of the Lender Group's involvement in
the preparation hereof.
SECTION 26 COUNTERPARTS. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the
same agreement.
SECTION 27 TERMINATION OF AGREEMENT. Upon payment and
performance in full of the Senior Debt, this Agreement shall terminate and
Agent on behalf of the Lender Group shall promptly execute and deliver to
each Obligor such documents and instruments as shall be necessary to evidence
such termination; provided, however, that the obligations of each Obligor
under Section 16 shall survive such termination.
SECTION 28 ADDITIONAL OBLIGORS. The initial Obligors
hereunder shall be such of the Obligors as are signatories hereto as of the
date hereof. From time to time subsequent to the date hereof, additional
Obligors, as required by the Loan Agreement or the other Loan Documents, may
become parties hereto, as additional Obligors (each, an "Additional
Obligor"), by executing and delivering a counterpart of this Agreement. Upon
delivery of any such counterpart to Agent, notice of which is hereby waived
by any other Obligor, each such Additional Obligor shall be an Obligor and
shall be as fully a party hereto as if such Additional Obligor were an
original signatory hereof. Each Obligor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Obligor hereunder. This Agreement shall be
fully effective as to any Obligor that is or becomes a party hereto
regardless of whether any other Person becomes or fails to become or ceases
to be an Obligor hereunder
[Signature page follows.]
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IN WITNESS WHEREOF, the undersigned has executed and delivered
this Agreement as of the date first written above.
STAR TELECOMMUNICATIONS, INC.,
a Delaware corporation
By: /s/
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Title:
CEO TELECOMMUNICATIONS, INC.,
a California corporation
By: /s/
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Title:
CEO CALIFORNIA
TELECOMMUNICATIONS, INC.,
a California corporation
By: /s/
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Title:
PT-1 COMMUNICATIONS, INC.,
a New York corporation
By: /s/
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Title:
PT-1 LONG DISTANCE, INC.,
a New York corporation
By: /s/
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Title:
S-1
XXXXXX COM, INC.,
a Delaware corporation
By: /s/
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Title:
LUCIUS ENTERPRISES, INC.,
a California corporation
By: /s/
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Title:
AS TELECOMMUNICATIONS, INC.,
an Arizona corporation
By: /s/
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Title:
PT-1 TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/
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Title:
PT-1 HOLDINGS I, INC.,
a Delaware corporation
By: /s/
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Title:
S-2
PT-1 HOLDINGS II, INC.,
a Delaware corporation
By: /s/
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Title:
NATIONWIDE DISTRIBUTORS, INC.,
a Delaware corporation
By: /s/
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Title:
TECHNOLOGY LEASING, INC.,
a Delaware corporation
By: /s/
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Title:
PT-1 PHONECARD, L.P.,
a Texas limited partnership
By: /s/
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Title:
PLATFORM SERVICES, L.P.,
a Delaware limited partnership
By: /s/
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Title:
S-3
PT-1 COMMUNICATIONS PUERTO RICO, INC.,
a Delaware corporation
By: /s/
------------------------------
Title:
INVESTMENT SERVICES, INC.,
a Delaware corporation
By: /s/
------------------------------
Title:
FOOTHILL CAPITAL CORPORATION,
a California corporation, as Agent
By: /s/
------------------------------
Title:
S-4
