<PAGE>
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 the earlier to occur of (such date being referred to
herein as the "Maturity Date"): (a) termination of the Agreement and Plan of
Merger dated February 11, 2000, by and between the Maker, STI Merger Co. and
World Access, Inc. (the "Merger Agreement"); (b) consummation of the merger
transaction contemplated by the Merger Agreement; or (c) December 15, 2000,
without notice or presentment.
Notwithstanding any provision in the Term Note or the Workout
Agreement to the contrary, Maker shall be deemed to have made and Holder
shall be deemed to have received an Advance on each of:
(a) June 30, 2000, in the amount of the unpaid obligations (as of
such date) of Maker to Holder for invoices dated on or before July 1, 2000
for traffic and other charges incurred on or before June 30, 2000; and
(b) July 31, 2000, in the amount of the unpaid obligations (as of
such date) of Maker to Holder for invoices dated on or before August 1, 2000
for traffic and other charges incurred on or before July 31, 2000; and
(c) August 31, 2000, in the amount of the unpaid obligations (as of
such date) of Maker to Holder for invoices dated on or before September 1,
2000 for traffic and other charges incurred on or before August 31, 2000; and
(d) September 1, 2000, in an amount equal to $30,000,000, less the
aggregate Advances described in sub-paragraphs (a), (b) and (c), above.
Maker and Holder agree that other than as described above, no other
Advances have been made under the Term Note and that nothing shall be
considered or construed to be an agreement by Holder to extend the Maturity
Date or to make any other Advances to Maker on the Maturity Date.
<PAGE>
When attached to the Term Note, this Amendment No. 3 shall become a
part of the Term Note, and the terms and provisions of the Term Note as
modified by this Amendment No. 3 shall remain in full force and effect.
Dated as of: October 27, 2000
ATTEST: STAR TELECOMMUNICATIONS,
INC.
By: By:
------------------------------- -------------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
---------------------------- ----------------------------
Agreed to and Accepted By:
MCI WORLDCOM NET WORK
SERVICES, INC.
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
2
