SUPPLEMENTAL INDENTURESupplemental Indenture • March 16th, 2009 • Primus Telecommunications Holding Inc • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 2009, by and among Primus Telecommunications IHC, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, a national banking association, as Trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
PLAN SUPPORT AGREEMENTPlan Support Agreement • March 16th, 2009 • Primus Telecommunications Holding Inc • Telephone communications (no radiotelephone) • New York
This PLAN SUPPORT AGREEMENT is made and entered into as of March , 2009 (as may be amended from time to time in accordance with the terms set forth herein, this “Agreement”) by and among the following parties:
Form of Registration Rights AgreementRegistration Rights Agreement • July 18th, 2006 • Primus Telecommunications Holdings Inc • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 28, 2006, by and among Primus Telecommunications Group, Incorporated, a Delaware corporation (“Primus”), Primus Telecommunications Holding, Inc., a Delaware corporation (“Holding” and together with Primus the “Company”), and the Purchasers, each of whom has agreed to acquire from Primus, Holding’s 5.00% Exchangeable Senior Notes due 2009 fully and unconditionally guaranteed by Primus (the “Guarantee”) pursuant to the Exchange Agreements (as defined below) and the Purchase Agreements (as defined below). The Notes will be exchangeable into shares of Common Stock (as defined below) pursuant to the terms of the Indenture (as defined below). As an inducement to the Purchasers to acquire the Notes, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • March 16th, 2009 • Primus Telecommunications Holding Inc • Telephone communications (no radiotelephone) • New York
THIS WAIVER AND AMENDMENT AGREEMENT (this “Agreement”) is dated as of March 10, 2009, by and among Primus Telecommunications Canada Inc., a corporation organized under the laws of the province of Ontario (the “Borrower”), 3082833 Nova Scotia Company, an unlimited liability company organized under the laws of the province of Nova Scotia (“Parent” and together with the Borrower, the “Obligors”), the Lenders (as defined herein), Primus Telecommunications International, Inc., a Delaware corporation (“Primus Telecommunications”), Primus Telecommunications Holding, Inc., a Delaware corporation (“Primus Holding”), Primus Telecommunications Group, Incorporated, a Delaware corporation (the “Ultimate Parent, and together with Primus Telecommunications and Primus Holding, the “Guarantors”; the Guarantors, together with the Obligors, are referred to herein as the “Credit Parties”) and Guggenheim Corporate Funding, LLC, a Delaware limited liability company, as administrative agent for the Lenders (
