Amendment No. 1 to
REGISTRATION RIGHTS AGREEMENT
by and among
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED,
AIG GLOBAL SPORTS AND ENTERTAINMENT FUND, L.P.
and
THE OTHER INVESTORS LISTED HEREIN
-----------------
Dated as of November 21, 2003
REGISTRATION RIGHTS AGREEMENT
The signatories hereto (as well as certain other Investors) entered into a
Registration Rights Agreement, dated as of December 31, 2002 (the "Registration
Rights Agreement") and a Stock Purchase Agreement, dated as of December 31, 2002
(the "Stock Purchase Agreement"), concerning the issuance and sale to the
Investors, of shares of Series C Convertible Preferred Stock, par value $0.01
per share (the "Series C Preferred Stock"), of the Company. Capitalized terms
that are not otherwise defined herein shall have the meanings set forth in the
Registration Rights Agreement.
WHEREAS, the signatories own the Registrable Securities set forth on Annex
I attached hereto, which collectively represent all of the outstanding
Registrable Securities owned by all Investor Stockholders; and
WHEREAS, in order to facilitate the Investors' future resale of Common
Stock that was acquired upon conversion of the Series C Preferred Stock, the
Company expended significant internal and professional resources to
expeditiously file a registration statement under the Securities Act concerning
22.6 million shares of Common Stock under SEC file number 333-110234 (the
"Registration Statement").
WHEREAS, as of the date hereof, the parties hereto entered into letter
agreements of even date hereof (the "Letter Agreements").
NOW, THEREFORE, in consideration of the Company's efforts described above,
the execution of the Letter Agreements, the Company's continued efforts
concerning the Registration Statement and the shares registered thereby and for
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree to amend the following provisions of the
Registration Rights Agreement as follows (the Agreement, as so amended
constituting the "Amended Agreement"):
Section 6(b) shall be deleted in its entirety effective immediately upon
verbal or written notice by members of the staff of the SEC that the
Registration Statement has been declared effective under the Securities Act.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Amended Agreement on the date first written above.
PRIMUS TELECOMMUNICATIONS GROUP,
INCORPORATED
By: /s/ Xxxx Xxxxxx
________________________________
Name: Xxxx Xxxxxx
Title:Chief Operating Officer
AIG GLOBAL SPORTS AND
ENTERTAINMENT FUND,L.P.
By: AIG GSEF, L.P.,
its General Partner
By: AIG GSEF INVESTMENTS,LTD.,
its General Partner
By: /s/ Xxxxx Xx
------------------------------
Name: Xxxxx Xx
Title: Director
AIG GLOBAL EMERGING MARKETS FUND,
L.L.C.
By: AIG Capital Management Corp.,
its Managing Member
By: /s/ Xxxxx Xx
-------------------------
Name: Xxxxx Xx
Title: Vice President
AIG GEM PARALLEL FUND, L.P.
By: AIG Capital Management Corp.,
its General Partner
By: /s/ Xxxxx Xx
-------------------------
Name: Xxxxx Xx
Title: Vice President
DUKE HOTELS LIMITED
By: /s/ Xxx Xxxxxxxx
-------------------------
Name: Xxx Xxxxxxxx
Title: Director
ANNEX I
SHARE OWNERSHIP INFORMATION
CONCERNING PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
COMMON STOCK
COMMON STOCK
COMMON SHARES OF THE COMPANY
COMMON SHARES SUBJECT TO THE REMAINING AFTER THE
NAME OWNED OF RECORD SPECIFIED DISPOSITION SPECIFIED DISPOSITION
---- --------------- --------------------- ---------------------
AIG Global Sports & 10,770,004 (1) 2,500,000 8,270,004
Entertainment Fund,
L.P.
AIG Global Emerging 9,739,304 (1) 2,260,748 7,478,556
Markets Fund, L.L.C.
GEM Parallel Fund, 1,030,700 (1) 239,252 791,448
X.X.
Xxxx Hotels Limited 1,076,982 500,000 576,982
(1) Excludes additional beneficial ownership information pursuant to other
shared or exclusive voting or investment power with American International
Group, Inc. and its fund affiliates as disclosed in Amendment No. 1 to
Schedule 13D filed by such entities and the Holders concerning the Company's
Securities on April 24, 2003.