AMENDMENT NO. TWO TO THE LOAN
AND SECURITY AGREEMENT
COMMUNICATION TELESYSTEMS INTERNATIONAL dba
WORLDxCHANGE COMMUNICATIONS
WXL COMMUNICATIONS, LTD.
CTS TELCOM, INC.
This Amendment No. Two To The Loan And Security Agreement (the "Amendment")
is entered into as of the 20th day of February, 1998, by and between
COMMUNICATION TELESYSTEMS INTERNATIONAL dba WORLDxCHANGE COMMUNICATIONS, a
California corporation, WXL COMMUNICATIONS, LTD., a Canadian corporation CTS
TELCOM, INC., a Florida corporation (collectively, "Borrower"), whose chief
executive office is located at 9999 Willow Creek Road, San Diego, California
92131 and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"),
with a place of business located at 11111 Santa Monica Boulevard, Suite 1500,
Los Angeles, California 90025-3333, in light of the following facts:
FACTS
FACT ONE: Foothill and Borrower have previously entered into that certain
Loan And Security Agreement, dated March 11, 1997 (as amended and supplemented,
the "Agreement").
FACT TWO: Foothill and Borrower desire to amend the Agreement as provided
herein. Terms defined in the Agreement which are used herein shall have the
same meanings as set forth in the Agreement, unless otherwise specified.
NOW, THEREFORE, Foothill and Borrower hereby modify and amend the Agreement
as follows:
1. Subsection 7.8(b)(ii) of the Agreement is hereby amended in its
entirety to read as follows: "(ii) during fiscal year 1998 in an amount in
excess of $515,000, said section 7.8(b)(ii) shall revert to its original terms
for every subsequent year thereafter.".
2. In the event of a conflict between the terms and provisions of this
Amendment and the terms and provisions of the Agreement, the terms and
provisions of this Amendment shall govern. In all other respects, the
Agreement, as supplemented, amended and modified, shall remain in full force and
effect.
IN WITNESS WHEREOF, Borrower and Foothill have executed this Amendment as
of the day and year first written above.
FOOTHILL CAPITAL CORPORATION COMMUNICATION TELESYSTEMS
INTERNATIONAL, dba
WORLDxCHANGE COMMUNICATIONS
By /s/ Kurt R. Marsden By /s/ Edward S. Soren
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Kurt R. Marsden Print Name Edward S. Soren
Its Vice President Its President
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WXL COMMUNICATIONS, LTD.
By /s/ Edward S. Soren
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Print Name Edward S. Soren
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Its President
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CTS TELCOM, INC.
By /s/ Edward S. Soren
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Print Name Edward S. Soren
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Its President
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APPROVED BY
LEGAL DEPT.
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/s/ [ILLEGIBLE]
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ATTORNEY, DATE]
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