Teleglobe International Holdings LTD Sample Contracts

VOTING AGREEMENT
Voting Agreement • July 25th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

VOTING AGREEMENT (this “Agreement”), dated as of July 25, 2005, by and among Videsh Sanchar Nigam Limited, an Indian Limited Company (“Parent”), and Gemini Trust, a trust organized under the laws of the Commonwealth of the Bahamas (“Shareholder”).

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CAPACITY PURCHASE AGREEMENT Between WILLIAMS COMMUNICATIONS, LLC and TELEGLOBE USA INC. March 31, 2001
Capacity Purchase Agreement • April 29th, 2004 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone) • New York

This CAPACITY PURCHASE AGREEMENT (this “Agreement”) is made this 31st day of March, 2001 (“Effective Date”), by and between Williams Communications, LLC, a Delaware limited liability company (“Seller”), with its principal place of business at One Williams Center, 26th Floor, Tulsa, Oklahoma 74172, and Teleglobe USA Inc., a Delaware corporation (together with its Affiliates, “Purchaser”), with its principal place of business at 11480 Commerce Park Drive, Reston, Virginia 20191.

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Master Wholesale Pricing and Services Coordinating Agreement • April 29th, 2004 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone) • Ontario

Portions hereof have been omitted and filed separately with the Secturities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 of the Securities Act of 1933, as amended.

JAPAN - U.S. CABLE NETWORK CONSTRUCTION AND MAINTENANCE AGREEMENT
Construction and Maintenance Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone) • New York
CAPACITY PURCHASE AGREEMENT Between WILLIAMS COMMUNICATIONS, LLC and TELEGLOBE USA INC. March 31, 2001
Capacity Purchase Agreement • April 23rd, 2004 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone) • New York

This CAPACITY PURCHASE AGREEMENT (this “Agreement”) is made this 31st day of March, 2001 (“Effective Date”), by and between Williams Communications, LLC, a Delaware limited liability company (“Seller”), with its principal place of business at One Williams Center, 26th Floor, Tulsa, Oklahoma 74172, and Teleglobe USA Inc., a Delaware corporation (together with its Affiliates, “Purchaser”), with its principal place of business at 11480 Commerce Park Drive, Reston, Virginia 20191.

CANTAT-3 SUBMARINE CABLE SYSTEM CONSTRUCTION AND MAINTENANCE AGREEMENT
Construction and Maintenance Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone)

This Agreement made and entered into, between and among the Parties signatory hereto, hereinafter collectively called the “Parties” individually called the “Party”, which Parties are more fully identified in Schedule 1 attached hereto,

AGREEMENT AND PLAN OF AMALGAMATION among VIDESH SANCHAR NIGAM LIMITED VSNL TELECOMMUNICATIONS (BERMUDA) LTD. and TELEGLOBE INTERNATIONAL HOLDINGS LTD Dated as of July 25, 2005
Agreement and Plan of Amalgamation • July 25th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 25, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among VIDESH SANCHAR NIGAM LIMITED, an Indian Limited Company (“Parent”), TELEGLOBE INTERNATIONAL HOLDINGS LTD, a Bermuda exempted company having its registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda (the “Company”), and VSNL TELECOMMUNICATIONS (BERMUDA) LTD., a Bermuda exempted company having its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda and a direct wholly owned subsidiary of Parent (“Amalgamation Sub”).

NOVATION AGREEMENT
Novation Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone) • District of Columbia

The International Telecommunications Satellite Organization (“INTELSAT”), an international organization established by the Agreement Relating to the International Telecommunication Satellite Organization (the “INTELSAT Agreement”) and the Operating Agreement relating thereto, done at Washington, D.C., on 20 August 1971, with offices located in Washington, D.C., U.S.A.,

EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone)

This Employment Agreement (the “Agreement”), dated as of March 26, 2004 is by and between Teleglobe Bermuda Holdings Ltd (the “Company”) and Richard Willett (the “Executive”).

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2006 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

The Second Amendment to the Amended and Restated Employment Agreement (this “Amendment”), dated as of January 16, 2006 (the “Effective Date”) between Teleglobe Canada ULC (the “Company”) and Richard Willett (the “Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone) • Quebec

This Amended and Restated Employment Agreement (the “Agreement”), dated as of March 26, 2004 is by and between Teleglobe Canada ULC (the “Company”) and Gerald Porter Strong (the “Executive”).

REPURCHASE AGREEMENT
Repurchase Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone) • New York

REPURCHASE AGREEMENT, dated as of March 26, 2004 (the “Agreement”), by and between Teleglobe Bermuda Holdings Ltd, a Bermuda company (the “Company”), and Gemini Trust (the “Purchaser”).

Contract
Master Wholesale Pricing and Services Coordinating Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone) • Ontario

Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 of the Securities Act of 1933, as amended.

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone)

Teleglobe International Holdings Ltd, (“TIHL”) applies for and requests you to allot to us 28,106,757 common shares of USD$0.01 each, and in payment therefor, to pay the aggregate par value of such shares in the amount of USD$281,067.57 in full to the Company (the “Subscription Cash”).

SIXTH AMENDMENT TO MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT
Master Wholesale Pricing and Services Coordinating Agreement • May 11th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

THIS SIXTH AMENDMENT TO THE MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT (this “Sixth Amendment”) dated March 3, 2005, with effect as to certain agreements contained herein as of February 1st 2005 (the “Effective Date”) is made

TELEGLOBE INTERNATIONAL HOLDINGS LTD SHAREHOLDERS’ AGREEMENT Dated as of October 1, 2003
Shareholders Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone) • New York

This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2003, by and among TELEGLOBE INTERNATIONAL HOLDINGS LTD., a company organized under the laws of Bermuda (the “Company”), the investors set forth on Schedule 1 hereto (each, an “Investor” and collectively, the “Investors”) and the shareholders set forth on Schedule 2 hereto (the “Other Shareholders” and together with the Investors, the “Shareholders”).

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • June 14th, 2004 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone) • New York

WHEREAS, Parent is a party to that certain Shareholders’ Agreement, dated as of October 1, 2003, by and among Parent and certain directors and officers party thereto, as amended by Amendment No. 1 to the Shareholders’ Agreement, dated as of March 26, 2004, by and among Parent, TLGB Acquisition LLC and certain directors and officers party thereto (the “Shareholders’ Agreement”);

Contract
Master Wholesale Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone)

Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 of the Securities Act of 1933, as amended.

Re: AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)
THIS EASTERN RING FIBER OPTIC AGREEMENT amended as of January 1, 1998.
Eastern Ring Fiber Optic Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone) • Ontario

BY AND BETWEEN: TELEGLOBE CANADA INC., a Canada business corporation having its registered office at 1000 de La Gauchetière Street West, in the City of Montréal, Province of Québec, H3B 4X5, hereinafter referred to as “Teleglobe”;

SEVENTH AMENDMENT TO MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT
Master Wholesale Pricing and Services Coordinating Agreement • December 23rd, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

THIS SEVENTH AMENDMENT TO THE MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT (this “Seventh Amendment”) dated December 23, 2005, effective as of January 1st, 2006 (the “Effective Date”) is made

Novation Agreement
Novation Agreement • June 14th, 2004 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone) • New York

WHEREAS, Assignor is a party to that certain Shareholders’ Agreement, dated as of October 1, 2003, by and among Assignor and certain directors and officers party thereto, as amended by Amendment No. 1 to the Shareholders’ Agreement, dated as of March 26, 2004, by and among Assignor, Investor Assignee and certain directors and officers party thereto (the “Shareholders’ Agreement”);

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FIFTH AMENDMENT TO MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT
Master Wholesale Pricing and Services Coordinating Agreement • March 17th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

THIS FIFTH AMENDMENT TO THE MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT (this “Fifth Amendment”) dated December 3, 2004, with effect as to certain agreements contained herein as of January 1st 2004 (the “Effective Date”) is made

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

This First Amendment to the Amended and Restated Employment Agreement (this “Amendment”), dated as of March 15, 2005 (the “Effective Date”) between Teleglobe Canada ULC (the “Company”) and Gerald Porter Strong (the “Executive”).

Letter of Agreement Theodore Weitz from Teleglobe America Inc.
Letter of Agreement • June 14th, 2004 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

This letter confirms our understanding and agreement with respect to your position the day after the “Effective Time” as defined in the Agreement and Plan of Merger among Teleglobe Bermuda Holdings Ltd (f/k/a Teleglobe International Holdings Ltd), Teleglobe International Holdings Ltd (f/k/a Teleglobe Bermuda Holdings Ltd) (“TIHL”) (pursuant to a joinder agreement), Vex Merger Subsidiary Corp. and ITXC Corp., dated as of November 4, 2003, as amended. This letter agreement shall be referred to as the “Agreement.”

THIRD AMENDMENT TO MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT
Master Wholesale Pricing and Services Coordinating Agreement • November 12th, 2004 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

THIS THIRD AMENDMENT TO THE MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT (this “Third Amendment”) dated September 1st, 2004, with effect as to certain agreements contained herein as of January 1st 2004 (the “Effective Date”) is made

Letter of Agreement Theodore Weitz from Teleglobe International Holdings Ltd
Letter of Agreement • June 14th, 2004 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

This letter confirms our understanding and agreement with respect to your position the day after the “Effective Time” as defined in the Agreement and Plan of Merger among Teleglobe Bermuda Holdings Ltd (f/k/a Teleglobe International Holdings Ltd), Teleglobe International Holdings Ltd (f/k/a Teleglobe Bermuda Holdings Ltd) (the “Company”) (pursuant to a joinder agreement), Vex Merger Subsidiary Corp. and ITXC Corp., dated as of November 4, 2003, as amended.

THIS CENTRAL FIBER OPTIC NETWORK AGREEMENT amended as of January 1, 1998.
Central Fiber Optic Network Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone) • Ontario

BY AND BETWEEN: TELEGLOBE CANADA INC., a Canada business corporation having its registered office at 1000 de La Gauchetière Street West, in the City of Montréal, Province of Québec, H3B 4X5, hereinafter referred to as “Teleglobe”;

Pierre Duhamel Subject: Employment Agreement Dear Pierre,
Employment Agreement • March 17th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

We are pleased to confirm your position as Executive Vice President & Chief Financial Officer of Teleglobe International Holdings Ltd, reporting to Liam Strong, President and Chief Executive Officer, and effective January 10, 2005. The scope for your responsibilities will include serving as an executive officer of the Company and as an officer or director of any subsidiary of the Company, without any additional compensation therefore. Your employment shall be full-time and exclusive, and you shall agree to devote substantially all of your business time and attention, your best efforts, and skills and ability to promote the interests of the Company and its affiliates; to carry out your duties in a competent and professional manner; and generally promote the interests of the Company and its affiliates. Notwithstanding the foregoing, you can engage in civic or charitable activities and manage your personal investments, provided that such activities (individually or collectively) do not ma

CHINA-US CABLE NETWORK CONSTRUCTION AND MAINTENANCE AGREEMENT
Construction Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone)

This Agreement, made and entered into this 11th day of December 1997, between and among the Parties signatory hereto (hereinafter collectively called “Parties” and individually called “Party”), which Parties are identified in Schedule A,

REPURCHASE AGREEMENT
Repurchase Agreement • March 29th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone) • New York

REPURCHASE AGREEMENT, dated as of March 26, 2004 (the “Agreement”), by and between Teleglobe Bermuda Holdings Ltd, a Bermuda company (the “Company”), and the persons listed on the signature pages hereto under the heading “Purchasers” (each such person being referred to as a “Purchaser”, and collectively, the “Purchasers”).

BCE Master Wholesale Agreement # C-1283
Master Wholesale Agreement • April 20th, 2004 • Teleglobe Bermuda Holdings LTD • Telephone communications (no radiotelephone)

Bell Nexxia.Wavelength Select Service is an unprotected (linear) layer 1 transport service, allowing the user the flexibility to define protection via higher layer devices, such as routers end ATM switches. The Basic Service attributes are as follows:

FOURTH AMENDMENT TO MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT
Master Wholesale Pricing and Services Coordinating Agreement • March 17th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone) • Ontario

THIS FOURTH AMENDMENT TO THE MASTER WHOLESALE PRICING AND SERVICES COORDINATING AGREEMENT (this “Fourth Amendment”) dated November 3, 2004, with effect as to certain agreements contained herein as of January 1st 2005 (the “Effective Date”) is made

Re: AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2005 • Teleglobe International Holdings LTD • Telephone communications (no radiotelephone)

This First Amendment to the Amended and Restated Employment Agreement (this “Amendment”) dated as of March 15, 2005 (the “Effective Date”) between Teleglobe Canada ULC (the “Company”) and Richard Willett (the “Executive”).

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