Flag Telecom Holdings Ltd Sample Contracts

Flag Telecom Group Ltd – FLAG TELECOM ANNOUNCES INCREASED AMALGAMATION CONSIDERATION FROM RELIANCE GATEWAY TO APPROXIMATELY $211M Largest shareholder of FLAG Telecom enters voting agreement to vote in favour of the Amalgamation (December 5th, 2003)

London, U.K. — 5 December 2003: FLAG Telecom, a leading provider of international wholesale network transport and communications services, today announced that it has entered into a second amendment to the Agreement and Plan of Amalgamation with Reliance Gateway that would increase the consideration of $207million to approximately $211million in cash, payable to FLAG Telecom’s shareholders and optionholders, reflecting a new price per share of $97.41. In addition, the largest shareholder of FLAG Telecom, Harbert Distressed Investment Master Fund, Ltd. (Harbert), has entered into a voting agreement with FLAG Telecom and Reliance Gateway by which Harbert has agreed to vote in favour of the amalgamation between FLAG Telecom and Reliance Gateway. Harbert is a direct holder of 37.1% of FLAG Telecom’s outstanding common shares. In connection with the voting agreement, Reliance Gateway has agreed to pay Harbert $1million in cash upon the consummation of the amalgamation.

Flag Telecom Group Ltd – AGREEMENT AND PLAN OF AMALGAMATION dated as of October 16, 2003 between FLAG Telecom Group Limited and Reliance Gateway Net Private Limited (October 16th, 2003)

AGREEMENT AND PLAN OF AMALGAMATION (this “Agreement”) dated as of October 16, 2003 between FLAG Telecom Group Limited, a company incorporated under the laws of Bermuda (the “Company”) and Reliance Gateway Net Private Limited, a company incorporated under the laws of India (“Gateway”).

Flag Telecom Group Ltd – FLAG TELECOM ANNOUNCES RELIANCE GATEWAY’S AGREEMENT TO PURCHASE FOR $207 MILLION (October 16th, 2003)

London, U.K. – October 16, 2003 – FLAG Telecom Group Limited (OTC: FTGLF.PK), a leading provider of international wholesale network transport and communications services, today announced that it has entered into an Agreement and Plan of Amalgamation with Reliance Gateway Net Private Limited, a wholly owned subsidiary of Reliance Infocomm Limited, pursuant to which Reliance Gateway will acquire 100% of the company’s common shares on a fully diluted basis for an aggregate purchase price of $207 million, reflecting a per share price of $95.61. It represents a premium of more than 50% over yesterday’s closing price of FLAG’s shares.

Flag Telecom Group Ltd – FLAG TELECOM COMPLETES REDEMPTION OF INDENTURE NOTES Outstanding Debt Reduced by 55% (August 26th, 2003)

London, UK — August 26, 2003. FLAG Telecom, a leading provider of international wholesale network transport and communications services to carriers, ISPs, content providers and other broadband operators, today announced that it has completed the redemption of all series of Notes issued under the Indenture of October 9, 2002 for a discounted redemption value of approx $36.66 million, including all accrued but unpaid interest. With this redemption the Company has reduced its total outstanding debt by 55% to approximately $35m.

Flag Telecom Group Ltd – CONTRACT VARIATION (August 14th, 2003)

EXHIBIT 10.3 Alexander Gersh 48 Arden Road London N3 3AE 31 July 2003 Dear Alex, CONTRACT VARIATION I write to confirm there was an error in the gross up calculation on the Sign on Bonus in your Contract of Employment dated 10th June 2003. The correct amount should have been 134,723.00 GBP using the company defined exchange rate of 1.6355 We will pay the residual amount with the next available payroll. Please accept my apologies for any inconvenience this may have caused. Yours sincerely, /s/ Jayne Gymer ------------------------------------- Jayne Gymer Senior Vice-President, Human Resources

Flag Telecom Group Ltd – EMPLOYMENT AGREEMENT (August 14th, 2003)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Agreement, dated as of 10th June 2003, by and between ALEXANDER GERSH ("Employee") of 6332 Rutgers Street, Houston, Texas 77005 and FLAG TELECOM GROUP LIMITED (the "Company") whose registered office is at Cedar House, 41 Cedar Avenue, Hamilton 12, Bermuda. In consideration of the premises and mutual covenants set forth below, the parties hereby agree as follows: In this Agreement the "Board" means the Board of Directors from time to time of the Company. "Associated Company" means a company, which from time to time is a subsidiary or a holding company of the Company or a subsidiary (other than the Company) of a holding company of the Company. In this definition "subsidiary" and "holding company" have the same meanings as in Section 736 of the Companies Act 1985, as originally enacted. "Change of Control" means the occurrence of one of the follo

Flag Telecom Group Ltd – COMPROMISE AGREEMENT (August 14th, 2003)

EXHIBIT 10.1 WITHOUT PREJUDICE SUBJECT TO CONTRACT DATED JUNE 13TH 2003 FLAG TELECOM LIMITED - and - MICHEL CAYOUETTE -------------------- COMPROMISE AGREEMENT -------------------- THIS AGREEMENT is made the 13th June 2003. BETWEEN : (1) FLAG TELECOM LIMITED of 9 South Street, London W1K 2XA (the "COMPANY") and (2) MICHEL CAYOUETTE, of 1744 Seagull Court # 104, Reston, Virginia 20194, USA (the "EMPLOYEE"). The Company is entering into this Agreement for itself and as agent for the Group and is duly authorised to do so. The Company and the Employee shall together be called "THE PARTIES". PRELIMINA

Flag Telecom Group Ltd – GIBSON, DUNN & CRUTCHER LLP Mitchell A. Karlan (MK-4413) Conor D. Reilly (CR-6559) (August 7th, 2003)
Flag Telecom Group Ltd – Middle East drives business for FLAG Telecom (August 1st, 2003)
Flag Telecom Group Ltd – FLAG TELECOM SHOWS CONFIDENCE IN BUSINESS PERFORMANCE WITH EARLY BUY BACK OF INDENTURE NOTES (July 25th, 2003)

London, U.K. – July 25, 2003 – FLAG Telecom Group Limited (“FLAG Telecom”, “FLAG” or “the Company”, OTC: FTGLF.PK) today announced that it has notified The Bank of New York, the trustee under the Company’s Indenture dated October 9, 2002, of its election to redeem all series of notes issued by the Company under the Indenture on August 25, 2003. As permitted under the Indenture, FLAG will redeem the Notes, which have a combined face value of $50.25 million, for a discounted redemption value of $35.25 million and will pay all accrued but unpaid interest.

Flag Telecom Group Ltd – NEWS RELEASE (July 7th, 2003)

EXHIBIT 99.1 [LOGO OF FLAG TELECOM] NEWS RELEASE CONTACTS FLAG TELECOM Willem Baralt, Group Treasurer +44 207 317 0837 Irelations@flagtelecom.com FLAG TELECOM FILES ANNUAL REPORT ON FORM 10-K FOLLOWING FINANCIAL RESTRUCTURING LONDON, U.K. - July 7, 2003 - FLAG Telecom Group Limited (OTC: FTGLF.PK) today announced that it has filed all reports required by Section 12 of the Securities Exchange Act of 1934 subsequent to the Company's emergence from protection under Chapter 11 of the U.S. Bankruptcy Code on October 9, 2002. Together with its independent auditors, Ernst & Young LLP, the Company has finalized its audit of its financial results for the year ended December 31, 2002 as well as a re-audit of the financial results of the Company's predecessor for the years ended December 31, 2001 and 2000. On July 3, 2003, t

Flag Telecom Group Ltd – TERMINATION AGREEMENT (July 3rd, 2003)

EXHIBIT 10.27 [FLAG TELECOM LETTERHEAD] 31 October 2002 Adnan Omar Villa No 13, Bin Himd Residential Compound Kayyal Street Rawdah District Jeddah, Western Province Saudi Arabia 21411 TERMINATION AGREEMENT Dear Adnan, This letter agreement (this "AGREEMENT") sets forth the terms of your termination from employment as advisor to the Chairman and CEO of FLAG Telecom Group Limited and as President of FLAG Telecom Development Services Company LLC, both limited companies organized under the laws of Bermuda and Egypt respectively (hereinafter collectively referred to as the "COMPANY"). 1. RESIGNATION Effective as of November 1, 2002, (the "TERMINATION DATE"), you will cease to be an employee of the Company and its subsidiaries (collectively, the "COMPANIES"). By signing this Agreement, you hereby resign as of the Termination Date as a director of

Flag Telecom Group Ltd – Page ---- ARTICLE I DEFINITIONS................................................ .......................1 Section 1.1 Definitions.................................................................1 ARTICLE II GRANT OF SECURITY INTERESTS.......................................................6 Section 2.1 Grant of Security Interests.................................................6 ARTICLE III REPRESENTATIONS AND WARRANTIES....................................................6 Section 3.1 No Other Lien...............................................................6 Section 3.2 Perfected Liens; Priori (July 3rd, 2003)

EXHIBIT 4.2 EXECUTION COPY ================================================================================ SECURITY AND PLEDGE AGREEMENT DATED AS OF OCTOBER 9, 2002 AMONG FLAG TELECOM GROUP LIMITED, THE OTHERS GRANTORS HERETO AND THE BANK OF NEW YORK AS TRUSTEE AND THE BANK OF NEW YORK AS COLLATERAL TRUSTEE ================================================================================ TABLE OF CONTENTS

Flag Telecom Group Ltd – AMENDMENT TO STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT (July 3rd, 2003)

EXHIBIT 10.12 [FLAG LETTERHEAD] CONFIDENTIAL October ___, 2002 Edward McCormack 60 Chaucer Road Crowthorne, Berks RG45 7QN United Kingdom AMENDMENT TO STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT FOR EDWARD McCORMACK PURSUANT TO THE THIRD AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION OF THE COMPANY Dear Ed: Pursuant to the Third Amended and Restated Joint Plan of Reorganization of Debtors under Chapter 11 of the Bankruptcy Code (such debtors referred to collectively herein as the "COMPANY"), as may be amended from time to time (the "PLAN"), your Statement of Terms and Conditions of Employment dated 30 November 2001 (your "CONTRACT"), as amended by the Addendum to your Agreement dated 10 April 2002 (your "ADDENDUM"), is hereby, effective as of the Effective Date (as defined in the Plan), assumed by FLA

Flag Telecom Group Ltd – EMPLOYMENT AGREEMENT (July 3rd, 2003)

EXHIBIT 10.22 FLAG TELECOM FEBRUARY 19, 2003 EMPLOYMENT AGREEMENT This Agreement, dated as of February 19, 2003, by and between Patrick T. Gallagher ("Employee") of Hatway Cottage, Hatway Hill, Sidbury, Near Sidmouth, Devon EX10 0QR, England and FLAG TELECOM GROUP LIMITED ("the Company") whose registered office is at Cedar House, 41 Cedar Avenue, Hamilton 12, Bermuda. In consideration of the premises and mutual covenants set forth below, the parties hereby agree as follows: In this Agreement the "Board" means the Board of Directors from time to time of the Company. "Associated Company" means a company which from time to time is a subsidiary or a holding company of the Company or a subsidiary (other than the Company) of a holding company of the Company. I

Flag Telecom Group Ltd – GUARANTY (July 3rd, 2003)

EXHIBIT 10.29 FORM GUARANTY This GUARANTY, dated as of October __, 2002, by FLAG TELECOM HOLDINGS LIMITED, a Bermuda corporation, and its permitted successors or assigns ("FLAG HOLDCO", and with its permitted successors or assigns, "GUARANTOR"), and xxxx, the holder of that certain Secured Note as hereinafter defined. W I T N E S S E T H: WHEREAS, pursuant to that certain Senior Secured Note dated as of the date hereof, issued by FLAG Asia Limited (the "DEBTOR/PAYOR"), in favor of xxxx and its registered assigns (xxxx and any registered assigns being referred to herein as "HOLDER") (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the "SECURED NOTE"), Debtor/Payor has agreed to unconditionally pay the amounts specified therein; and WHEREA

Flag Telecom Group Ltd – AMENDMENT TO CONTRACT OF EMPLOYMENT OF ANDREW EVANS (July 3rd, 2003)

EXHIBIT 10.21 [FLAG LETTERHEAD] CONFIDENTIAL October ___, 2002 Andrew Evans 154 Dora Road Wimbledon London SW19 7HJ United Kingdom AMENDMENT TO CONTRACT OF EMPLOYMENT OF ANDREW EVANS PURSUANT TO THE THIRD AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION OF THE COMPANY Dear Andrew: Pursuant to the Third Amended and Restated Joint Plan of Reorganization of Debtors under Chapter 11 of the Bankruptcy Code (such debtors referred to collectively herein as the "COMPANY"), as may be amended from time to time (the "PLAN"), your Contract of Employment dated 6 December 2001 (your "CONTRACT"), as amended by the Addendum to your Contract dated 10 April 2002 (your "ADDENDUM"), is hereby, effective as of the Effective Date (as defined in the Plan), assumed by FLAG Telecom Group Limited ("FTGL") as further a

Flag Telecom Group Ltd – TERMINATION AGREEMENT (July 3rd, 2003)

EXHIBIT 10.9 FLAG TELECOM GROUP LIMITED October 10, 2002 Andres Bande 55 Park Lane London W1A 3HJ United Kingdom TERMINATION AGREEMENT Dear Andres: This letter agreement (this "AGREEMENT") sets forth the terms of your termination from employment as Chairman and Chief Executive Officer of FLAG Telecom Group Limited, a limited company organized under the laws of Bermuda (the "COMPANY"). This Agreement shall be signed simultaneously with the U.K. Compromise Agreement attached hereto as Attachment 4 (the "U.K. AGREEMENT"). 1. RESIGNATION (a) Effective as of the first day following the "Effective Date," as defined in FLAG's Third Amended and Restated Joint Plan of Reorganization (the "PLAN"), (hereinafter, the "EFFECTIVE DATE," and such first day following the Effective Date,

Flag Telecom Group Ltd – AMENDMENT TO EMPLOYMENT AGREEMENT FOR ADNAN OTHMAN OMAR (July 3rd, 2003)

EXHIBIT 10.26 [FLAG LETTERHEAD] CONFIDENTIAL October ___, 2002 Adnan Othman Omar Villa No. 13 Bin Himd Residential Compound Kayyal Street, Rawdah District Jeddah, Western Province Saudi Arabia 21411 AMENDMENT TO EMPLOYMENT AGREEMENT FOR ADNAN OTHMAN OMAR PURSUANT TO THE THIRD AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION OF THE COMPANY Dear Adnan: Pursuant to the Third Amended and Restated Joint Plan of Reorganization of Debtors under Chapter 11 of the Bankruptcy Code (such debtors referred to collectively herein as the "COMPANY"), as may be amended from time to time (the "PLAN"), your Employment Agreement dated 1 April 2002 (your "AGREEMENT"), as amended by the Addendum to your Agreement dated 10 April 2002 (your "ADDENDUM"), is hereby, effective as of the Effective Date (as defined in the

Flag Telecom Group Ltd – SECURITY AGREEMENT (July 3rd, 2003)

EXHIBIT 10.30 FORM SECURITY AGREEMENT SECURITY AGREEMENT, dated as of October __, 2002 (as amended, supplemented or otherwise modified from time to time, this "SECURITY AGREEMENT"), among FLAG ASIA LIMITED, a corporation organized under the laws of Bermuda (the "DEBTOR/PAYOR"), FLAG TELECOM ASIA LIMITED, a corporation organized under the laws of Hong Kong ("FLAG TELECOM ASIA"), FLAG TELECOM TAIWAN LIMITED, a corporation organized under the laws of the Republic of China ("FLAG TELECOM TAIWAN") and FLAG TELECOM JAPAN LIMITED, a corporation organized under the laws of Japan ("FLAG TELECOM JAPAN") (Flag Telecom Asia, FLAG Telecom Taiwan, and Flag Telecom Japan, collectively the "RELATED OPERATING COMPANIES"), AND EACH ADDITIONAL PARTY THAT BECOMES A GRANTOR HERETO PURSUANT TO SECTION 25 HEREOF (the Debtor/Payor, the Related Operating Companies and each Additional Grantor, togethe

Flag Telecom Group Ltd – 2002 STOCK INCENTIVE PLAN (July 3rd, 2003)

EXHIBIT 10.1 FLAG TELECOM GROUP LIMITED 2002 STOCK INCENTIVE PLAN 1. PURPOSES. (a) ELIGIBLE AWARD RECIPIENTS. The persons eligible to receive Awards are the Employees, Directors and Consultants of the Company and its Affiliates. (b) AVAILABLE AWARDS. The purpose of the Plan is to provide a means by which eligible Employees, Directors and Consultants may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stock. (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Awards, to secure and retain the services of new members of this group and to provide incentives for such pe

Flag Telecom Group Ltd – AMENDMENT TO EMPLOYMENT AGREEMENT FOR ANDRES BANDE PURSUANT TO THE (July 3rd, 2003)

EXHIBIT 10.8 [FLAG LETTERHEAD] CONFIDENTIAL October ___, 2002 Andres Bande 55 Park Lane London W1A 3HJ United Kingdom AMENDMENT TO EMPLOYMENT AGREEMENT FOR ANDRES BANDE PURSUANT TO THE THIRD AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION OF THE COMPANY Dear Andres: Pursuant to the Third Amended and Restated Joint Plan of Reorganization of Debtors under Chapter 11 of the Bankruptcy Code (such debtors referred to collectively herein as the "COMPANY"), as may be amended from time to time (the "PLAN"), your Employment Agreement dated 11 December 1997 (your "AGREEMENT"), as amended by the Addendum to your Agreement dated 9 April 2002 (your "ADDENDUM"), is hereby, effective as of the Effective Date (as defined in the Plan), assumed by FLAG Telecom Group Limited ("FTGL") as further amended below. 1. RETENTION PAYMENT AMOUNT. You shal

Flag Telecom Group Ltd – AMENDMENT TO CONTRACT OF EMPLOYMENT OF KEES VAN OPHEM (July 3rd, 2003)

EXHIBIT 10.15 [FLAG LETTERHEAD] CONFIDENTIAL October ___, 2002 Kees van Ophem Little Romany Christchurch Road Virginia Water, Surrey GU25 4PX United Kingdom AMENDMENT TO CONTRACT OF EMPLOYMENT OF KEES VAN OPHEM PURSUANT TO THE THIRD AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION OF THE COMPANY Dear Kees: Pursuant to the Third Amended and Restated Joint Plan of Reorganization of Debtors under Chapter 11 of the Bankruptcy Code (such debtors referred to collectively herein as the "COMPANY"), as may be amended from time to time (the "PLAN"), your Contract of Employment dated 31 August 2001 (your "CONTRACT"), as amended by the Addendum to your Contract dated 10 April 2002 (your "ADDENDUM"), is hereby, effective as of the Effective Date (as defined in the Plan), assumed by FLAG Telecom Group Limit

Flag Telecom Group Ltd – INTERIM CHIEF EXECUTIVE OFFICER AGREEMENT (July 3rd, 2003)

EXHIBIT 10.5 INTERIM CHIEF EXECUTIVE OFFICER AGREEMENT This Agreement ("the Agreement") is entered into as of October 10, 2002 ("Effective Date") between FLAG TELECOM GROUP LIMITED, a limited company organized under the laws of Bermuda ("Company") and SPAGNOLO GROUP LP, a Texas limited partnership whose address is 6641 Woodland Hills Lane Plano, Texas 75024 (hereinafter "CEO"). 1. SERVICES; PLACE OF PERFORMANCE; TERM 1.1 SCOPE OF SERVICES. CEO's Designee (as defined below) will perform the services ("Services") described in the Task Orders executed by the parties and attached hereto as EXHIBIT A. 1.2 PLACE OF PERFORMANCE. CEO's Designee shall perform Services primarily at Company's or its affiliates' office in London, England; PROVIDED, THAT, CEO's Designee may be required to travel on Company business during the Term. 1.3 TERM. Unless termina

Flag Telecom Group Ltd – AMENDMENT TO CONTRACT OF EMPLOYMENT OF MICHEL CAYOUETTE (July 3rd, 2003)

EXHIBIT 10.18 [FLAG LETTERHEAD] CONFIDENTIAL October ___, 2002 Michel Cayouette Flat 8 1 Marylebone Lane London W1 United Kingdom AMENDMENT TO CONTRACT OF EMPLOYMENT OF MICHEL CAYOUETTE PURSUANT TO THE THIRD AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION OF THE COMPANY Dear Michel: Pursuant to the Third Amended and Restated Joint Plan of Reorganization of Debtors under Chapter 11 of the Bankruptcy Code (such debtors referred to collectively herein as the "COMPANY"), as may be amended from time to time (the "PLAN"), your Contract of Employment dated 30 November 2001 (your "CONTRACT"), as amended by the Addendum to your Contract dated 10 April 2002 (your "ADDENDUM"), is hereby, effective as of the Effective Date (as defined in the Plan), assumed by FLAG Telecom Group Limited ("FTGL") as further

Flag Telecom Group Ltd – NEWS RELEASE (April 1st, 2003)

[FLAG LOGO] NEWS RELEASE CONTACTS FLAG TELECOM LIMITED Willem Baralt, Group Treasurer +44 20 7317 0837 IRELATIONS@FLAGTELECOM.COM Suny Borges Corporate Communications +4420 74 78 95 79 SBORGES@FLAGTELECOM.COM FLAG TELECOM ANNOUNCES THAT IT EXPECTS TO FILE ITS 10-K IN MAY 2003 FLAG TELECOM ANNOUNCES SIGNED CONTRACTS WITH AN AGGREGATE VALUE OF MORE THAN US$55M LONDON, U.K. - APRIL 1, 2003 - FLAG Telecom Group Limited (OTC: FTGLF.PK, "FLAG Telecom") announced today that it expects to file its Annual Report on Form 10-K in May 2003. As noted in FLAG Telecom's filings with the SEC, the Form 10-K filing date was delayed due to the reaudit of the financial statements of FLAG Telecom Holdings Limited, FLAG Telecom's predecessor, for 2000. As a result of its restructuring, FLAG Telecom has significantly improved its financial position and substantially reduced its operational cost

Flag Telecom Group Ltd – NEWS RELEASE (February 24th, 2003)

Hamilton, Bermuda —February 24, 2003 - FLAG Telecom Group Limited (OTC: FTGLF. PK) (the “Company” or “FLAG Telecom”), today announced that Patrick Gallagher, a proven leader in the telecommunications industry, has joined the Company as Chief Executive Officer. He will also serve as a member of the Board of Directors of the Company.

Flag Telecom Group Ltd – NEWS RELEASE [FLAG TELECOM LOGO] (November 15th, 2002)

EXHIBIT 99.1 NEWS RELEASE [FLAG TELECOM LOGO] CONTACTS FLAG TELECOM John Draheim, VP Corporate Services (+44 20 7317 0826) jdraheim@flagtelecom.com FLAG TELECOM David Morales, VP Corporate Finance & Investor Relations (+44 20 7317 0837) dmorales@flagtelecom.com SLOANE & COMPANY Dan O'Connor (212 446 1865) doconnor@sloanepr.com FLAG TELECOM ANNOUNCES ITS SUCCESSFUL EMERGENCE FROM CHAPTER 11 WITH ITS NETWORK INTACT HAMILTON, BERMUDA - OCTOBER 10, 2002 - FLAG Telecom Holdings Limited announced today that it has successfully emerged from Chapter 11 proceedings in the United States. Accordingly, FLAG Telecom's ongoing business operations are no longer subject to the restrictions imposed by the Chapter 11 process or the U.S. Bankruptcy Court. The Company, which commenced Chapter 11 proceedings on April 12, 2002, has

Flag Telecom Group Ltd – INTERIM CHIEF EXECUTIVE OFFICER AGREEMENT (November 15th, 2002)

EXHIBIT 10.1 INTERIM CHIEF EXECUTIVE OFFICER AGREEMENT This Agreement ("the Agreement") is entered into as of October 10, 2002 ("Effective Date") between FLAG TELECOM GROUP LIMITED, a limited company organized under the laws of Bermuda ("Company") and SPAGNOLO GROUP LP, a Texas limited partnership whose address is 6641 Woodland Hills Lane Plano, Texas 75024 (hereinafter "CEO"). 1. SERVICES; PLACE OF PERFORMANCE; TERM 1.1 SCOPE OF SERVICES. CEO's Designee (as defined below) will perform the services ("Services") described in the Task Orders executed by the parties and attached hereto as EXHIBIT A. 1.2 PLACE OF PERFORMANCE. CEO's Designee shall perform Services primarily at Company's or its affiliates' office in London, England; PROVIDED, THAT, CEO's Designee may be required to travel on Company business during the Term. 1.3 TERM. Unless terminat

Flag Telecom Holdings Ltd – INTERIM CHIEF EXECUTIVE OFFICER AGREEMENT (October 15th, 2002)

EXHIBIT 10.1 INTERIM CHIEF EXECUTIVE OFFICER AGREEMENT This Agreement ("the Agreement") is entered into as of October 10, 2002 ("Effective Date") between FLAG TELECOM GROUP LIMITED, a limited company organized under the laws of Bermuda ("Company") and SPAGNOLO GROUP LP, a Texas limited partnership whose address is 6641 Woodland Hills Lane Plano, Texas 75024 (hereinafter "CEO"). 1. SERVICES; PLACE OF PERFORMANCE; TERM 1.1 SCOPE OF SERVICES. CEO's Designee (as defined below) will perform the services ("Services") described in the Task Orders executed by the parties and attached hereto as EXHIBIT A. 1.2 PLACE OF PERFORMANCE. CEO's Designee shall perform Services primarily at Company's or its affiliates' office in London, England; PROVIDED, THAT, CEO's Designee may be required to travel on Company business during the Term. 1.3 TERM. Unless terminat

Flag Telecom Holdings Ltd – NEWS RELEASE [FLAG TELECOM LOGO] (October 15th, 2002)

EXHIBIT 99.1 NEWS RELEASE [FLAG TELECOM LOGO] CONTACTS FLAG TELECOM John Draheim, VP Corporate Services (+44 20 7317 0826) jdraheim@flagtelecom.com FLAG TELECOM David Morales, VP Corporate Finance & Investor Relations (+44 20 7317 0837) dmorales@flagtelecom.com SLOANE & COMPANY Dan O'Connor (212 446 1865) doconnor@sloanepr.com FLAG TELECOM ANNOUNCES ITS SUCCESSFUL EMERGENCE FROM CHAPTER 11 WITH ITS NETWORK INTACT HAMILTON, BERMUDA - OCTOBER 10, 2002 - FLAG Telecom Holdings Limited announced today that it has successfully emerged from Chapter 11 proceedings in the United States. Accordingly, FLAG Telecom's ongoing business operations are no longer subject to the restrictions imposed by the Chapter 11 process or the U.S. Bankruptcy Court. The Company, which commenced Chapter 11 proceedings on April 12, 2002, has

Flag Telecom Holdings Ltd – NEWS RELEASE [LOGO] (September 30th, 2002)

NEWS RELEASE [LOGO] CONTACTS FLAG TELECOM John Draheim, VP Corporate Services (+44 20 7317 0826) Jdraheim@flagtelecom.com FLAG TELECOM David Morales, VP Corporate Finance & Investor Relations (+44 20 7317 0837) Dmorales@flagtelecom.com FLAG TELECOM ANNOUNCES CONFIRMATION OF PLAN OF REORGANIZATION, AND IMMINENT EXIT FROM CHAPTER 11 HAMILTON, BERMUDA - SEPTEMBER 26, 2002 - FLAG Telecom Holdings Limited (OTC: FTHLQ), along with its group companies ("FLAG Telecom"), announced today that the U.S. Bankruptcy Court for the Southern District of New York has confirmed its Chapter 11 Plan of Reorganization (the "Plan"), less than six months after FLAG Telecom filed for Chapter 11 protection. The Plan significantly reduces the Company's debt levels, provides for FLAG Telecom's worldwide business to emerge intact from Chapter 11 and will result in creditors owning the equity of the reorganized Co

Flag Telecom Holdings Ltd – NEWS RELEASE [FLAG TELECOM LOGO] (August 13th, 2002)

NEWS RELEASE [FLAG TELECOM LOGO] CONTACTS FLAG TELECOM John Draheim, VP Corporate Services (+44 20 7317 0826) Jdraheim@flagtelecom.com FLAG TELECOM David Morales, VP Corporate Finance & Investor Relations (+44 20 7317 0837) Dmorales@flagtelecom.com FLAG TELECOM ANNOUNCES DELAY IN FILING INTERIM FINANCIAL STATEMENTS DUE TO CLOSURE OF ARTHUR ANDERSEN'S UK OFFICE. HAMILTON, BERMUDA - AUGUST 13, 2002 - FLAG Telecom Holdings Limited (OTCBB: FTHLQ), along with its group companies ("FLAG Telecom"), announced today that the filing of its interim financial statement on Form 10-Q for the quarter ended June 30, 2002 has been delayed due to the closure of Arthur Andersen's UK Office. As reported by FLAG Telecom in a Current Report on Form 8-K filed on August 7, 2002, Arthur Andersen resigned as FLAG Telecom's auditor effective July 31, 2002. Most of the staff and partners of Arthur Andersen UK have agreed to join Delo

Flag Telecom Holdings Ltd – PAGE -------- I. INTRODUCTION.................................................. .................... 1 A. Purpose of Disclosure Statement........................................ 1 B. Overview of Plan and Schemes........................................... 2 1. Creation of New Holdco...................................... 2 2. Agreements with Bondholders................................. 2 3. Agreements with the FLAG Atlantic Banks..................... 3 4. Agreements with Certain Trade Creditors..................... 4 5. Other Material Provisions of the Plan....................... 4 C. Voting Righ (August 13th, 2002)

EXHIBIT 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: FLAG TELECOM HOLDINGS LIMITED, FLAG LIMITED, FLAG PACIFIC USA LIMITED, FLAG TELECOM GROUP SERVICES LIMITED, FLAG TELECOM LIMITED, Chapter 11 FLAG TELECOM USA LTD., Case Nos. 02-11732 through FLAG ASIA LIMITED, 02-11736 and 02-11975 FLAG ATLANTIC HOLDINGS LIMITED, through 02-11979 (ALG) FLAG ATLANTIC LIMITED, and (Jointly Administered) FLAG ATLANTIC USA LIMITED, Debtors.

Flag Telecom Holdings Ltd – NEWS RELEASE [FLAG Telecom Logo] (July 5th, 2002)

NEWS RELEASE [FLAG Telecom Logo] CONTACTS FLAG TELECOM John Draheim, VP Corporate Services (+44 20 7317 0826) Jdraheim@flagtelecom.com FLAG TELECOM David Morales, VP Corporate Finance & Investor Relations (+44 20 7317 0837) Dmorales@flagtelecom.com FLAG TELECOM FILES PLAN OF REORGANIZATION; ANNOUNCES INTENTION TO EMERGE FROM CHAPTER 11 AND RELATED PROCEEDINGS WITH ITS GLOBAL NETWORK INTACT BY SEPTEMBER 2002 HAMILTON, BERMUDA - JULY 3, 2002 - FLAG Telecom Holdings Limited (OTC:FTHLQ, LSE:FTL), together with its subsidiaries that have filed in U.S. Bankruptcy Court under Chapter 11 ("FLAG Telecom"), announced today that it has filed a Plan of Reorganization (the "Plan") and related Disclosure Statement in the U.S. Bankruptcy Court for the Southern District of New York (the "Court"). FLAG Telecom believes that it has achieved an agreement in principle among its principal creditors to support t