ASSIGNMENT
For good and valuable consideration, the receipt of which is xxxxxx
acknowledged, XXXXXX XXXXXX XXXXXXXX & CO., INC. ("GKM") hereby absolutely and
irrevocably sells, assigns and transfers all of its rights, title and interest
in the following instruments and agreements to TEL-SAVE HOLDINGS, INC.
("TEL-SAVE"):
1. Those certain Subordinated Promissory Notes, each dated as of the date
hereof, and each made by Communication TeleSystems International, d.b.a.
WorldxChange Communications ("CTS") in favor of GKM, in the aggregate
principal amount of $55,000,000 (collectively, the "NOTES") (copies of the
Note are attached hereto as EXHIBITS A-1, A-2 and A-3);
2. That certain Security Agreement, dated as of the date hereof, by and
between CTS and GKM (the "SECURITY AGREEMENT") (a copy of the Security
Agreement is attached hereto as EXHIBIT B); and
3. Those certain Stock Pledge Agreements, each dated as of the date
hereof, executed by Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxxx and Xxxxxx X.
Xxxxx, respectively, in favor of GKM (collectively, the "PLEDGE
AGREEMENTS") (copies of the Pledge Agreements are attached hereto as
EXHIBITS C-1 and C-2).
XXXXXX XXXXXX XXXXXXXX & CO., INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
-------------------------
Title: Compliance
-------------------------
CTS hereby consents to each assignment set forth in Sections 1 and 2 above,
acknowledges that Tel-Save is the payee of each such promissory note and the
Secured Party under such Security Agreement, acknowledges that Tel-Save has all
the rights of such parties, including without limitation the right to assign
such notes and such Security Agreement, and acknowledges that Tel-Save's notice
address for all such agreements and instruments shall be as set forth below.
COMMUNICATION TELESYSTEMS
INTERNATIONAL, D.B.A.
WORLDxCHANGE COMMUNICATION
By: /s/ Xxxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxxx Xxxxxx
-------------------------
Title: Secretary
-------------------------
Xxxxx X. Xxxxxx and Xxxxxxxx Xxxxxx each hereby consents to the
assignment of the Stock Pledge Agreement executed by him or her and referred
to in Section 3 above, acknowledges that Tel-Save is the Secured Party under
such Stock Pledge Agreement, acknowledges that Tel-Save has all rights of
such Secured Party including without limitation the right to assign such
Stock Pledge Agreement, and acknowledges that Tel-Save's notice address for
such Stock Pledge Agreement shall be as set forth below.
XXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxx
------------------------------
XXXXXXXX XXXXXX
/s/ Xxxxxxxx Xxxxxx
------------------------------
Xxxxxx X. Xxxxx hereby consents to the assignment of the Stock Pledge
Agreement executed by him and referred to in Section 3 above, acknowledges
that Tel-Save is the Secured Party under such Stock Pledge Agreement,
acknowledges that Tel-Save has all rights of such Secured Party including
without limitation the right to assign such Stock Pledge Agreement, and
acknowledges that Tel-Save's notice address for such Stock Pledge Agreement
shall be as set forth below.
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
------------------------------
-2-
Tel-Save hereby notifies each of CTS, Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx and
Xxxxxx Xxxxx that all notices and other communications required or permitted to
be made to Tel-Save under the Notes, the Security Agreement and the Pledge
Agreements shall be made as provided in such documents to the following address:
Tel-Save Holdings, Inc.
0000 Xxxxx 000
Xxx Xxxx, Xxxxxxxxxxxx 18938
Attn: General Counsel
Telecopier: 000-000-0000
TEL-SAVE HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
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Title: EVP
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-3-
LIST OF OMITTED EXHIBITS
The following Exhibits to the Assignment have been omitted from this
Exhibit and shall be furnished supplementally to the Commission upon request:
Exhibit A-1 - Subordinated Promissory Note
Exhibit A-2 - Subordinated Promissory Note
Exhibit A-3 - Subordinated Promissory Note
Exhibit B - Security Agreement
Exhibit C-1 - Stock Pledge Agreement
Exhibit C-2 - Stock Pledge Agreement
