Common use of Additional Transactions Clause in Contracts

Additional Transactions. (a) ICI hereby transfers to Tel-Save $211 million by certified check drawn on a bank reasonably acceptable to Tel-Save or wire transfer of immediately available funds. (b) Tel-Save hereby sells, assigns and transfers to ICI all of its right, title and interest in and to all of the $163,637,000 face amount of the 12 1/4% Senior Subordinated Discount Notes Due 2006 of STF (the "Notes") held by it on the date hereof. Tel-Save represents and warrants to ICI that: (i) Tel-Save owns the Notes, free and clear of all liens, encumbrances, restrictions and defects of title of any kind ("Liens") imposed or incurred by it and, to Tel-Save's knowledge, Tel-Save owns the Notes free and clear of all Liens whatsoever; (ii) Tel-Save has the right to transfer such Notes to ICI without (x) violating any contract, agreement or arrangement to which it is a party or by which it or its assets may be bound, and (y) the imposition of any Lien on the Notes arising from such transfer; and (iii) Tel-Save paid approximately $167 million to acquire the Notes. From time to time after the date hereof, at the request of ICI, and without any additional consideration therefor, Tel- Save shall execute and deliver to ICI such instruments and documents of conveyance and transfer, and do and cause to be done such acts or things, as ICI may reasonably request in order to more effectively transfer and assign to ICI, or perfect or record, ICI's interest in or title to, the Notes. (c) Simultaneously with the execution of this Agreement, Tel-Save, Inc. and STF are amending the LD Agreement by executing and delivering an amendment in the form attached as Exhibit F (the LD Agreement as so amended, the "Amended LD Agreement").

Additional Transactions. (a) ICI hereby transfers to Tel-Save $211 million by certified check drawn on a bank reasonably acceptable to Tel-Save or wire transfer of immediately available funds. (b) Tel-Save hereby sells, assigns and transfers to ICI all of its right, title and interest in and to all of the $163,637,000 face amount of the 12 1/4% Senior Subordinated Discount Notes Due 2006 of STF (the "Notes") held by it on the date hereof. Tel-Save represents and warrants to ICI that: (i) Tel-Save owns the Notes, free and clear of all liens, encumbrancesencum- brances, restrictions and defects of title of any kind ("Liens") imposed or incurred by it and, to Tel-Save's knowledge, Tel-Save owns the Notes free and clear of all Liens whatsoever; (ii) Tel-Save has the right to transfer such Notes to ICI without (x) violating any contract, agreement or arrangement to which it is a party or by which it or its assets may be bound, and (y) the imposition of any Lien on the Notes arising from such transfer; and (iii) Tel-Save paid approximately $167 million to acquire the Notes. From time to time after the date hereof, at the request of ICI, and without any additional consideration therefor, Tel- Tel-Save shall execute and deliver to ICI such instruments and documents of conveyance and transfer, and do and cause to be done such acts or things, as ICI may reasonably request in order to more effectively transfer and assign to ICI, or perfect or record, ICI's interest in or title to, the Notes. (c) Simultaneously with the execution of this Agreement, Tel-Save, Inc. and STF are amending the LD Agreement by executing and delivering an amendment in the form attached as Exhibit F (the LD Agreement as so amended, the "Amended LD Agreement").

Additional Transactions. (a) ICI hereby transfers to Tel-Save ----------------------- $211 million by certified check drawn on a bank reasonably acceptable to Tel-Tel- Save or wire transfer of immediately available funds. (b) Tel-Save hereby sells, assigns and transfers to ICI all of its right, title and interest in and to all of the $163,637,000 face amount of the 12 1/4% Senior Subordinated Discount Notes Due 2006 of STF (the "Notes") held by it on the date hereof. Tel-Save represents and warrants to ICI that: (i) Tel-Tel- Save owns the Notes, free and clear of all liens, encumbrances, restrictions and defects of title of any kind ("Liens") imposed or incurred by it and, to Tel-Save's knowledge, Tel-Save owns the Notes free and clear of all Liens whatsoever; (ii) Tel-Save has the right to transfer such Notes to ICI without (x) violating any contract, agreement or arrangement to which it is a party or by which it or its assets may be bound, and (y) the imposition of any Lien on the Notes arising from such transfer; and (iii) Tel-Tel- Save paid approximately $167 million to acquire the Notes. From time to time after the date hereof, at the request of ICI, and without any additional consideration therefor, Tel- Tel-Save shall execute and deliver to ICI such instruments and documents of conveyance and transfer, and do and cause to be done such acts or things, as ICI may reasonably request in order to more effectively transfer and assign to ICI, or perfect or record, ICI's interest in or title to, the Notes. (c) Simultaneously with the execution of this Agreement, Tel-Save, Inc. and STF are amending the LD Agreement by executing and delivering an amendment in the form attached as Exhibit F (the LD Agreement as so amended, the "Amended LD Agreement").

Additional Transactions. (a) ICI hereby transfers to Tel-Save $211 million by certified check drawn on a bank reasonably acceptable to Tel-Save or wire transfer of immediately available funds. (b) Tel-Save hereby sells, assigns and transfers to ICI all of its right, title and interest in and to all of the $163,637,000 face amount of the 12 1/4% Senior Subordinated Discount Notes Due 2006 of STF (the "Notes") held by it on the date hereof. Tel-Save represents and warrants to ICI that: (i) Tel-Save owns the Notes, free and clear of all liens, encumbrances, restrictions and defects of title of any kind ("Liens") imposed or incurred by it and, to Tel-Save's knowledge, Tel-Save owns the Notes free and clear of all Liens whatsoever; (ii) Tel-Save has the right to transfer such Notes to ICI without (x) violating any contract, agreement or arrangement to which it is a party or by which it or its assets may be bound, and (y) the imposition of any Lien on the Notes arising from such transfer; and (iii) Tel-Save paid approximately $167 million to acquire the Notes. From time to time after the date hereof, at the request of ICI, and without any additional consideration therefor, Tel- Tel-Save shall execute and deliver to ICI such instruments and documents of conveyance and transfer, and do and cause to be done such acts or things, as ICI may reasonably request in order to more effectively transfer and assign to ICI, or perfect or record, ICI's interest in or title to, the Notes. (c) Simultaneously with the execution of this Agreement, Tel-Save, Inc. and STF are amending the LD Agreement by executing and delivering an amendment in the form attached as Exhibit F (the LD Agreement as so amended, the "Amended LD Agreement").