Rsl Communications Plc Sample Contracts

Rsl Communications Plc – TRANSITION SERVICES AGREEMENT (April 24th, 1997)

Exhibit 10.31 Exhibit 10.31 to Registration CONFIDENTIAL INFORMATION OMITTED Statement on Form S-4 of RSL WHERE INDICATED BY "[*]" AND FILED Communications PLC and RSL SEPARATELY WITH THE COMMISSION Communications, Ltd. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATEMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into this 8th day of May, 1996, by and between GLOBAL ONE COMMUNICATIONS WORLD OPERATIONS, LIMITED, an Irish company ("Global One") and RSL COM FRANCE S.A., a French corporation ("RSL") (collectively, the "Parties"). WHEREAS, pursuant to an Asset Purchase Agree

Rsl Communications Plc – Lease Agreement (April 24th, 1997)

Exhibit 10.19 Lease Agreement -------------------------------------------------------------------------------- Lease agreement between RSL Com Europe Ltd and AB LM Ericsson Finans -------------------------------------------------------------------------------- Commercial in confidence Lease Agreement -------------------------------------------------------------------------------- Contents; 1. General Agreement 2. Tranche I Special Terms 3. General Terms 4. Exhibit 1 - Description of the equipment 5. Exhibit 2 - Option dates and option prices 6. Exhibit 3 - Termination value 7. Exhibit 5 - Form for supplier's consent 8. Exhibit 6 - Form for accep

Rsl Communications Plc – AMENDMENT OF LEASE (April 24th, 1997)

Exhibit 10.55 AMENDMENT OF LEASE This Amendment of Lease (this "Agreement"), dated as of the 6th day of December, 1995, between HUDSON TELEGRAPH ASSOCIATES, a New York limited partnership with an office c/o Williams Real Estate Co. Inc., 530 Fifth Avenue, New York, New York 10036 ("Landlord") and INTERNATIONAL TELECOMMUNICATIONS CORPORATION, a Delaware corporation with an address at 60 Hudson Street, New York, New York 10013 ("Tenant") W I T N E S S E T H: WHEREAS: A. Landlord and Tenant entered into a lease dated as of September 29, 1995 (the "Existing Lease") pursuant to which Tenant now leases certain premises on the eleventh (11th) floor (the "01d Premises") in the building known as 60 Hudson Street, New York, New York (the "Building"). B. Tenant wishes to lease a portion of the ground floor of the

Rsl Communications Plc – EMPLOYMENT AGREEMENT (April 24th, 1997)

Exhibit 10.12 EMPLOYMENT AGREEMENT AGREEMENT made as of the 15th day of September, 1995, by and between RSL Communications Inc., a British Virgin Islands corporation (the "Corporation"), and Itzhak Fisher ("Fisher"). WITNESSETH: WHEREAS, the Corporation wishes to employ Fisher, and Fisher wishes to be employed by the Corporation, on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the foregoing and the terms and conditions contained herein, the parties hereto agree as follows: 1. Position and Responsibilities. 1.1. The Corporation hereby employs Fisher to serve in an executive capacity as President and Chief Executive Officer of the Corporation. Subject to the direction and authorization of the Board of Directors of the Corporation, Fisher shall perform such functions and un

Rsl Communications Plc – AMENDMENT TO SHAREHOLDERS' AGREEMENT (April 24th, 1997)

Exhibit 10.51 EXHIBIT C AMENDMENT TO SHAREHOLDERS' AGREEMENT THIS AMENDMENT TO SHAREHOLDERS' AGREEMENT (this "Amendment"), dated as of March 10, 1995, by and among CHARLES M. PILUSO ("Piluso"), residing at 129 Woodmere Boulevard, Woodmere, New York 11598, RICHARD REBETTI ("Rebetti"), residing at 77 Sands Point Road, Port Washington, New York 11050, INCOM (UK) LTD. ("Incom"), a corporation organized under the laws of the United Kingdom with offices at Northway House, 1379 High Road, Whetstone, London N20 9NN, Great Britain (individually a "Shareholder" and collectively the "Shareholders") RSL COMMUNICATIONS, INC. ("RSL"), a Delaware corporation with offices at 767 Fifth Avenue, Suite 4200, New York, New York 10153 and INTERNATIONAL TELECOMMUNICATIONS GROUP, LTD. ("ITG"), a Delaware corporation with offices at 60 Huds

Rsl Communications Plc – COLLATERAL PLEDGE AND SECURITY AGREEMENT (April 24th, 1997)

Exhibit 4.5 COLLATERAL PLEDGE AND SECURITY AGREEMENT This COLLATERAL PLEDGE AND SECURITY AGREEMENT (this "Pledge Agreement") is made and entered into as of October 3, 1996 by RSL COMMUNICATIONS PLC, a United Kingdom corporation (the "Pledgor"), having its principal office at 767 Fifth Avenue, Suite 4300, New York, New York, 10153, in favor of THE CHASE MANHATTAN BANK, a banking corporation duly organized and existing under the laws of the State of New York, having an office at 450 West 33rd Street, New York, New York 10001, Attention: Global Trust Services Department, as trustee (the "Trustee") for the holders (the "Holders") of the Notes (as defined herein) issued by the Pledgor under the Indenture referred to below. WITNESSETH WHEREAS, the Pledgor, RSL Communications, Ltd., a Bermuda corporation, as guarantor, and The Chase Manhat

Rsl Communications Plc – SUBORDINATED PROMISSORY NOTE (April 24th, 1997)

Exhibit 10.5 SUBORDINATED PROMISSORY NOTE $59,785,056.00 September 10, 1996 New York, New York FOR VALUE RECEIVED, RSL Communications, Ltd., a Bermuda corporation ("RSL"), promises to pay to the order of Ronald S. Lauder ("Lauder"), or assigns, on November 10, 2006, at Lauder's New York City offices or at such other place as Lauder may from time to time designate, the principal sum at maturity of $59,785,056 ($35,000,000 initial Accreted Value), together with interest thereon calculated from September 10, 2001, which interest shall be payable at the times and at the rate set forth below in Section 2, and which aggregate amount shall be payable in United States dollars. The following terms shall apply to this Note: 1. Accreted Value. (a) Subject to subparagraphs (b), (c) and (d) below, the "Accreted Value" of this Note, a

Rsl Communications Plc – STOCK PURCHASE AGREEMENT (April 24th, 1997)

Exhibit 10.42 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 9th day of September, l996 (the "Effective Date"), by and between RICHARD P. REBETTI, JR. (Rebetti) having an address at 51 Midland Road, Roslyn, New York 11577, RSL COMMUNICATIONS, PLC, a United Kingdom Corporation (the "Investor"), with offices at 767 Fifth Avenue, Suite 4300, New York, New York 10153 and INTERNATIONAL TELECOMMUNICATIONS GROUP, LTD., a Delaware corporation (the "Company") with offices at EAB Plaza, West Tower, Eighth Floor, Uniondale, New York l5556. W I T N E S S E T H: WHEREAS, Rebetti owns l4,634 shares of Common Stock, par value $.0l per share (the "Common Stock") of the Company; and WHEREAS, Rebetti desires to sell and the Investor desires to purchase 11,510 shares of the Common Stock owned

Rsl Communications Plc – THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN (April 24th, 1997)

Exhibit 10.6 -------------------------------------------------------------------------------- THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NEITHER THIS WARRANT NOR SUCH SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. -------------------------------------------------------------------------------- RSL COMMUNICATIONS, LTD. Warrant for the Purchase of Shares of Common Stock 210,000 Shares FOR VALUE RECEIVED, RSL COMMUNICATIONS, LTD. (the "Company"), a Bermuda corporation, hereby certifies that RONALD

Rsl Communications Plc – SECURITY AGREEMENT - STOCK PLEDGE (April 24th, 1997)

Exhibit 10.24 SECURITY AGREEMENT - STOCK PLEDGE This SECURITY AGREEMENT - STOCK PLEDGE (this "Agreement"), dated as of September 8, 1995, is entered into by and between CYBERLINK, INC., a California corporation ("Pledgor"), and COASTFED BUSINESS CREDIT CORPORATION, a California corporation ("Pledgee"), in light of the following facts: RECITALS WHEREAS, Pledgor and Pledgee are contemporaneously herewith entering into that certain Loan and Security Agreement, dated as of even date herewith (as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms, the "Loan Agreement"). WHEREAS, Pledgor has agreed to provide additional security for its obligations under the Loan Agreement by pledging to Pledgee all of Pledgor's right, title and interest in and to all of the capital stock of

Rsl Communications Plc – STOCK PURCHASE AGREEMENT (April 24th, 1997)

Exhibit 10.38 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 3rd day of July, 1996 (the "Effective Date"), by and between CHARLES M. PILUSO ("Piluso") having an address at EAB Plaza, West Tower, Eighth Floor, Uniondale, New York 11556, RSL COMMUNICATIONS LIMITED, a United Kingdom corporation (the "Investor") , with offices at 767 Fifth Avenue, Suite 4300, New York, New York 10153 and INTERNATIONAL TELECOMMUNICATIONS GROUP, LTD., a Delaware corporation (the "Company") with offices at EAB Plaza, West Tower, Eighth Floor, Uniondale, New York 11556. W I T N E S S E T H: WHEREAS, Piluso owns 132,223 shares of Common Stock, par value $.01 per share (the "Common Stock") of the Company; and WHEREAS, Piluso desires to sell and the Investor desires to purchase up to 106,985 shares of the Co

Rsl Communications Plc – AMENDMENT TO STOCK PURCHASE AGREEMENT (April 24th, 1997)

Exhibit 10.49 AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is made on September 22, 1995 by and among INTERNATIONAL TELECOMMUNICATIONS GROUP, LTD. ("ITG"), INTERNATIONAL TELECOMMUNICATIONS CORPORATION ("ITC"), each a Delaware corporation with offices at 60 Hudson Street, New York, New York 10013, and RSL COMMUNICATIONS, INC. ("RSL"), a British Virgin Islands corporation with offices at 767 Fifth Avenue, Suite 4200, New York, New York 10153. WITNESSETH: WHEREAS, pursuant to the Stock Purchase Agreement dated as of March 10, 1995 by and among the parties hereto (the "Purchase Agreement"), the parties agreed to, among other things, the purchase by RSL of ITG's Series A Convertible Preferred Stock for Three Million Dollars ($3,000,000), subject to increase, to a maximum of Four Million Seven Hu

Rsl Communications Plc – WARRANT REGISTRATION RIGHTS AGREEMENT (April 24th, 1997)

Exhibit 10.2 ------------------------------------------------------------------------------- WARRANT REGISTRATION RIGHTS AGREEMENT between RSL COMMUNICATIONS, LTD. and THE CHASE MANHATTAN BANK, as Warrant Agent Dated as of October 3, 1996 -------------------------------------------------------------------------------- WARRANT REGISTRATION RIGHTS AGREEMENT WARRANT REGISTRATION RIGHTS AGREEMENT, dated as of October 3, 1996 (this "Agreement"), between RSL COMMUNICATIONS, LTD., a Bermuda corporation (the "Company") and THE CHASE MANHATTAN BANK, as warrant agent (the "Warrant Agent"). Pursuant to the terms of a Placement Agreement dated as of September

Rsl Communications Plc – GENERAL PURCHASE AGREEMENT (April 24th, 1997)

Exhibit 10.17 GENERAL PURCHASE AGREEMENT between ERICSSON INC. and INTERNATIONAL TELECOMMUNICATIONS CORPORATION -------------------------------------------------------------------------------- Page 1 of (5) 1.0 GENERAL ...................................................... 1 1.1 Purchase of Material and/or Services ......................... 1 1.2 Term of Agreement ............................................ 1 1.3 Definitions .................................................. 1 2.0 STATEMENTS OF WORK; ORDERING MATERIAL & SERVICES ............. 7 2.1 Statement of Work ............................................ 7 2.2

Rsl Communications Plc – STOCK PLEDGE AND SECURITY AGREEMENT (April 24th, 1997)

Exhibit 10.44 STOCK PLEDGE AND SECURITY AGREEMENT STOCK PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of September 9, 1996, by and between RSL COMMUNICATIONS PLC, a United Kingdom corporation (the "Debtor") with offices at 767 Fifth Avenue, Suite 4300, New York, New York 10153, RICHARD P. REBETTI, JR. (the "Secured Party") having an address at 51 Midland Road, Roslyn, New York 11577, and FLETCHER, HEALD & HILDRETH, P.L.C. ("Security Agent") with offices at 1300 North 17th Street, 11th Floor, Rosslyn, Virginia 22209. W I T N E S S E T H: WHEREAS, the Secured Party and the Debtor have entered into a stock purchase agreement (the "Purchase Agreement"), dated as of September 9, 1996, pursuant to which the Secured Party agreed to sell to the Debtor and the Debtor agreed to purchase from the Secured Party 11,510 shares of the common stock of

Rsl Communications Plc – MEMORANDUM OF AGREEMENT (April 24th, 1997)

Exhibit 10.16 [SEAL] MEMORANDUM OF AGREEMENT ITC CORPORATION AND CODETEL As of July 30, 1996, this Memorandum of Agreement obligates ITC Corporation and CODETEL to the following provisions: 1. ITC agrees to remain current on its International settlement payments for traffic terminated by CODETEL in the Dominican Republic as of April 1996 and beyond, as called for in the CODETEL-ITC Service Agreement subscribed on May 31, 1994 (hereafter "the Service Agreement"). 2. ITC agrees to pay CODETEL's traffic invoice(s) for the Tropicard prepaid product, within a period no longer than forty-five (45) days after the end of each calendar month in which the traffic was terminated. 3. Late settlement payments made by ITC to CODETEL per the Service Agreement will be subject to a Late Payment Charge as cal

Rsl Communications Plc – SECURITY AGREEMENT (April 24th, 1997)

Exhibit 10.25 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of September 8, 1995, is entered into between Debtor and CoastFed, with reference to the following facts: RECITALS A. Debtor is contemporaneously herewith executing the Guaranty in favor of CoastFed in order to guaranty the indebtedness owing by Borrower to CoastFed; and B. Debtor has agreed to enter into this Security Agreement in order to grant to CoastFed a first priority security interest in the Collateral to secure the Guaranty. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations, and warranties hereinafter set forth, and for other good and valuable consideration, the parties hereto agree as follows: 1. Definitions. All initially cap

Rsl Communications Plc – TRANSITION SERVICES AGREEMENT (April 24th, 1997)

Exhibit 10.33 Exhibit 10.33 to Registration Statement on CONFIDENTIAL INFORMATION Form S-4 of RSL Communications PLC OMITTED WHERE INDICATED BY "[*]" and RSL Communications, Ltd. AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into this 8th day of May, 1996, by and among SPRINT FON INC. and SPRINT TELECOMMUNICATION SERVICES GMBH (collectively, "Sprint") and SIENA VERMOGENSVERWALTUNGS-GMBH (to be renamed RSL COM Deutschland GmbH), a German limited liability company ("RSL") (c

Rsl Communications Plc – WARRANT AGREEMENT (April 24th, 1997)

Exhibit 10.1 -------------------------------------------------------------------------------- WARRANT AGREEMENT between RSL COMMUNICATIONS, LTD. and THE CHASE MANHATTAN BANK, as Warrant Agent Dated as of October 3, 1996 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS ............................ 2 ARTICLE II ORIGINAL ISSUE OF WARRANTS Section 2.1.

Rsl Communications Plc – TRANSITION SERVICES AGREEMENT (April 24th, 1997)

Exhibit 10.36 Exhibit 10.36 to Registration Statement on CONFIDENTIAL INFORMATION Form S-4 of RSL Communications PLC OMITTED WHERE INDICATED and RSL Communications, Ltd. BY "[*]" AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into this 8th day of May, 1996, by and between GLOBAL ONE COMMUNICATIONS WORLD OPERATIONS, LIMITED,

Rsl Communications Plc – PLACEMENT AGREEMENT (April 24th, 1997)

Exhibit 4.1 RSL COMMUNICATIONS, LTD. RSL COMMUNICATIONS PLC PLACEMENT AGREEMENT September 30, 1996 Morgan Stanley & Co. Incorporated Bear, Stearns & Co. Inc. Dillon, Read & Co. Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036-8293 Ladies and Gentlemen: RSL COMMUNICATIONS, LTD., a Bermuda corporation ("Holdings" or the "Warrant Issuer"), and RSL COMMUNICATIONS PLC, a United Kingdom corporation and wholly owned subsidiary of Holdings (the "Note Issuer" and, together with Holdings, the "Issuers"), propose to issue and sell to you (the "Placement Agents") 300,000 Units (the "Units"). Each Unit will consist of (i) 12 1/4% Senior Notes due 2006 (collectively, the "Notes") having a principal amount equal to $1,000 to be issued by the No

Rsl Communications Plc – ASSET PURCHASE AGREEMENT (April 24th, 1997)

Exhibit 10.32 Exhibit 10.32 to Registration Statement on CONFIDENTIAL INFORMATION Form S-4 of RSL Communications PLC OMITTED WHERE INDICATED and RSL Communications, Ltd. BY "[*]" AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933 ASSET PURCHASE AGREEMENT by and among SIENA VERMOGENSVERWALTUNGS-GMBH,

Rsl Communications Plc – ASSET PURCHASE AGREEMENT (April 24th, 1997)

Exhibit 10.37 ASSET PURCHASE AGREEMENT by and between RSL COM UK LIMITED and INCOM (UK) LIMITED As of August 12, 1996 ASSET PURCHASE AGREEMENT THIS AGREEMENT, dated as of August 12, 1996 (the "Agreement"), by and between RSL COM UK Limited, a United Kingdom limited liability company ("Purchaser"), and Incom (UK) Limited, a United Kingdom limited liability company ("Seller"). WITNESSETH: WHEREAS, Seller is licensed to engage in the international telecommunications business in the United Kingdom (the "Business"); and WHEREAS, Seller and Purchaser desire to enter into this Agreement pursuant to which Seller proposes to sell to Purchaser, a

Rsl Communications Plc – EMPLOYMENT AGREEMENT (April 24th, 1997)

Exhibit 10.13 EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of April, 1995, by and between International Telecommunications Group, Ltd., a Delaware corporation (the "Corporation") and Nir Tarlovsky ("Tarlovsky"). WITNESSETH: WHEREAS, the Corporation wishes to employ Tarlovsky, and Tarlovsky wishes to be employed by the Corporation, on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the foregoing and the terms and conditions contained herein, the parties hereto agree as follows: 1. Position and Responsibilities. 1.1. The Corporation hereby employs Tarlovsky to serve in an executive capacity as Vice President of the Corporation. Tarlovsky shall perform such functions and undertake such responsibilities as may be assigned to him by the President and Chief Executive Offi

Rsl Communications Plc – SECURED PROMISSORY NOTE (April 24th, 1997)

Exhibit 10.39 SECURED PROMISSORY NOTE $7,500,000.00 September 9, 1996 FOR VALUE RECEIVED, the undersigned RSL COMMUNICATIONS PLC, a United Kingdom corporation (the "Payor"), promises to pay to the order of CHARLES M. PILUSO (the "Payee") the principal sum of Seven Million, Five Hundred Thousand U.S. DOLLARS ($7,500,000.00) together with interest thereon at the rate set forth below in Section 2, at the offices of International Telecommunications Group, Ltd., EAB Plaza West Tower, 8th Floor, Uniondale, New York 11556, or at such other place as the Payee may from time to time designate. The following terms shall apply to this Note: 1. Payments. The principal amount on this promissory note (the "Note") shall be payable in 3 annual installments of $2,500,000 each, payable on September 9, 1997, September 9, 1998 and Septe

Rsl Communications Plc – LEASE AGREEMENT (April 24th, 1997)

Exhibit 10.18 LEASE AGREEMENT between AB LM ERICSSON FINANS (publ) and INTERNATIONAL TELECOMMUNICATIONS CORPORATION (LESSEE) relating to AXE Switch and related equipment -------------------------------------------------------------------------------- Page 1(27) CONTENTS 1. DEFINITIONS ............................................................. 4 2. AGREEMENT FOR LEASE OF THE EQUIPMENT .................................... 4 3. DELIVERY ................................................................ 5 4. RENT AND OTHER PAYMENTS ................................................. 6 5. TAXES, DUTIES AND COSTS ...............

Rsl Communications Plc – STOCK PURCHASE AGREEMENT (April 24th, 1997)

Exhibit 10.50 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 10 day of March, 1995 (the "Effective Date"), by and between INTERNATIONAL TELECOMMUNICATIONS GROUP, LTD. (the "Company"), and INTERNATIONAL TELECOMMUNICATIONS CORPORATION ("ITC" or, the "Subsidiary"), each a Delaware corporation with offices at 60 Hudson Street, New York, New York 10013, and RSL COMMUNICATIONS, INC., a Delaware corporation (the "Investor") with offices at 767 Fifth Avenue, Suite 4200, New York, New York 10153. W I T N E S S E T H: WHEREAS, the Investor has loaned to ITC, a 94%-owned subsidiary of the Company, the sum of $1,000,000 (the "Loan") and as material consideration for the Loan, the Company gave to the Investor a promissory note (the "Note"); and WHEREAS, the Company desires to sell and th

Rsl Communications Plc – TO THE TRANSITION SERVICES AGREEMENT (April 24th, 1997)

Exhibit 10.30 Exhibit 10.30 to Registration Statement CONFIDENTIAL INFORMATION OMITTED on Form S-4 of RSL Communications PLC WHERE INDICATED BY "[*]" AND FILED and RSL Communications, Ltd. SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933 AMENDMENT NO. 1 TO THE TRANSITION SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO THE TRANSITION SERVICES AGREEMENT among Sprint Communications Company L.P., a Delaware limited partnership ("Sprint LP"), RSL Com France S.A., a French corporation ("RSL"), and Sprint International France S.A., a French corporation ("SIF") takes effect as

Rsl Communications Plc – STOCK PURCHASE AGREEMENT (April 24th, 1997)

Exhibit 10.47 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into effective the 22nd day of September 1995, by and between CHARLES M. PILUSO, a resident of the State of New York ("Stockholder") and RSL COMMUNICATIONS, INC., a Delaware corporation ("RSL"). W I T N E S S E T H: WHEREAS, Stockholder owns One Hundred Fifty Three Thousand (153,000) shares of the issued and outstanding common stock of International Telecommunications Group, Ltd., a Delaware corporation ("ITG"), par value One Cent ($.01) per share; WHEREAS, Stockholder desires to sell Fourteen Thousand Seven Hundred Seventy Seven (14,777) of his shares in ITG to RSL pursuant to the terms and conditions stated herein (the "Shares"); and WHEREAS, RSL desires to purchase the Shares on the terms and conditions stated herein. NO

Rsl Communications Plc – TRANSITION SERVICES AGREEMENT (April 24th, 1997)

Exhibit 10.28 Exhibit 10.28 to Registration Statement on CONFIDENTIAL INFORMATION Form S-4 of RSL Communications PLC OMITTED WHERE INDICATED and RSL Communications, Ltd. BY "[*]" AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into this 8th day of May, 1996, by and among SPRINT TELECOMMUNICATIONS FRANCE INC. and SPRINT INTERNATI

Rsl Communications Plc – 1995 AMENDED AND RESTATED STOCK OPTION PLAN (April 24th, 1997)

Exhibit 10.10 -------------------------------------------------------------------------------- RSL COMMUNICATIONS, LTD. 1995 AMENDED AND RESTATED STOCK OPTION PLAN -------------------------------------------------------------------------------- Originally Effective April 1, 1995, Amended and Restated as of July 23, 1996 RSL COMMUNICATIONS, LTD. 1995 AMENDED AND RESTATED STOCK OPTION PLAN TABLE OF CONTENTS 1. PURPOSE .................................................................. 1 2. DEFINITIONS .............................................................. 1 3. ADMINISTRATION ........................................................... 2 4. TYPES OF AWARDS .......................................................... 2 5. STOCK SUBJECT TO THE

Rsl Communications Plc – EMPLOYMENT AGREEMENT (April 24th, 1997)

Exhibit 10.14 EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of April, 1995, by and between RSL Communications Inc., a Delaware corporation (the "Corporation"), and Nir Tarlovsky ("Tarlovsky"). WITNESSETH: WHEREAS, the Corporation wishes to employ Tarlovsky, and Tarlovsky wishes to be employed by the Corporation, on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the foregoing and the terms and conditions contained herein, the parties hereto agree as follows: 1. Position and Responsibilities. 1.1. The Corporation hereby employs Tarlovsky to serve in an executive capacity as Vice President of Business Development of the Corporation. Tarlovsky shall perform such functions and undertake such responsibilities as may be assigned to him by the President and Chief Executive

Rsl Communications Plc – STOCK PLEDGE AND SECURITY AGREEMENT (April 24th, 1997)

Exhibit 10.40 STOCK PLEDGE AND SECURITY AGREEMENT STOCK PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of September 9, 1996, by and between RSL COMMUNICATIONS PLC, a United Kingdom corporation (the "Debtor") with offices at 767 Fifth Avenue, Suite 4330, New York, New York 10153, CHARLES M. PILUSO (the "Secured Party"), having an address at l69 EAB Plaza, West Tower, Eighth Floor, Uniondale, New York 11556-0169, and FLETCHER, HEALD & HILDRETH, P.L.C. ("Security Agent") with offices at 1300 North 17th Street, 11th Floor, Rosslyn, Virginia 22209. W I T N E S S E T H: WHEREAS, the Secured Party and the Debtor have entered into a stock purchase agreement (the "Purchase Agreement"), dated July 3, 1996, pursuant to which the Secured Party agreed to sell to the Debtor and the Debtor agreed to purchase from the Secured Party up to l06,985 shar

Rsl Communications Plc – TRANSITION SERVICES AGREEMENT (April 24th, 1997)

Exhibit 10.34 Exhibit 10.34 to Registration Statement on CONFIDENTIAL INFORMATION Form S-4 of RSL Communications PLC OMITTED WHERE INDICATED and RSL Communications, Ltd. BY "[*]" AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into this 8th day of May, 1996, by and between SPRINT COMMUNICATIONS COMPANY L.P., a D

Rsl Communications Plc – AGREEMENT (April 24th, 1997)

Exhibit 10.7 AGREEMENT The undersigned, RSL Communications, Ltd., a Bermuda corporation ("RSL") and Ronald S. Lauder having an address at 767 Fifth Avenue, Suite 4200, New York, New York 10153 ("Lauder"), in consideration for the mutual promises contained herein, agree as follows: 1. RSL shall prepay, on October 1, 1996, the outstanding Accreted Value of the Subordinated Promissory Note, dated September 10, 1996, issued by RSL to Lauder. Such payment shall be made in accordance with Sections 1(b) and 4 of the Subordinated Promissory Note. 2. In consideration for such prepayment, Lauder agrees that he will, upon ten (10) business days prior written notice from RSL with respect to each request for funding, either (at Lauder's option) (i) (in addition to his existing $15,000,000 Chase Manhattan Bank guarantee) guarantee one or more subordinated bank borrowings