AGREEMENT AND PLAN OF AMALGAMATION dated as of October 16, 2003 between FLAG Telecom Group Limited and Reliance Gateway Net Private LimitedAgreement and Plan of Amalgamation • December 12th, 2003 • Flag Telecom Group LTD • Telephone communications (no radiotelephone)
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”).
HMC AGREEMENTHMC Agreement • December 12th, 2003 • Flag Telecom Group LTD • Telephone communications (no radiotelephone) • New York
AGREEMENT dated as of December 4, 2003 (this “Agreement”) among Reliance Gateway Net Limited, a company incorporated under the laws of India (“Reliance Gateway”), FLAG Telecom Group Limited, a company incorporated under the laws of Bermuda (the “Company”), and Harbert Distressed Investment Master Fund Ltd., a Cayman Islands corporation (“Shareholder”).
FLAG Telecom Group Limited 9 South Street London W1K 2XA United KingdomAmalgamation Agreement • December 12th, 2003 • Flag Telecom Group LTD • Telephone communications (no radiotelephone) • England and Wales
Reference is made to the Agreement and Plan of Amalgamation (the “Amalgamation Agreement”) dated as of October 16, 2003 between FLAG Telecom Group Limited (the “Company”) and Reliance Gateway Net Private Limited (“Gateway”) pursuant to which Gateway will acquire the Company pursuant to an amalgamation under Bermuda law, upon the terms and subject to the conditions contained therein. Capitalized terms used herein and not defined shall have the meaning assigned to them in the Amalgamation Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 12th, 2003 • Flag Telecom Group LTD • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing of a Statement on Schedule 13D (including any amendments thereto) with respect to the common shares, par value $1.00 per share of FLAG Telecom Group Limited, a Bermuda corporation and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. Each of the undersigned acknowledges that it is responsible for the timely filing of its own Statement on Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning itself contained therein and that, as contemplated by Section 13d-1(k)(1)(ii), no other person shall be responsible for the completeness or accuracy of the information concerning itself, unless such person knows or has reason to believe that such information is inaccurate.
LETTER AGREEMENTLetter Agreement • December 12th, 2003 • Flag Telecom Group LTD • Telephone communications (no radiotelephone)
Reference is made to the Agreement and Plan of Amalgamation (the "Amalgamation Agreement") dated as of October 16, 2003, between FLAG Telecom Group Limited (the "Company") and Reliance Gateway Net Private Limited ("Gateway"), pursuant to which Gateway will acquire the Company pursuant to an amalgamation under Bermuda law, upon the terms and subject to the conditions contained therein. Capitalized terms used herein and not defined shall have the meaning assigned to them in the Amalgamation Agreement.
