INTERCREDITOR AGREEMENTIntercreditor Agreement • March 16th, 2007 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
This INTERCREDITOR AGREEMENT is dated as of February 26, 2007, and entered into by and among Primus Telecommunications Holding, Inc., a Delaware corporation (the “Company”), Primus Telecommunications Group, Incorporated (the “Parent”), Primus Telecommunications IHC, Inc., a Delaware corporation (the “Notes Issuer”), Lehman Commercial Paper Inc. (“LCPI”), in its capacity as administrative agent for the First Lien Obligations (as defined below), including its permitted successors and assigns from time to time (the “First Lien Collateral Agent”), and U.S. Bank National Association, in its capacity as collateral agent for the Second Lien Obligations (as defined below), including its permitted successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
ContractTerm Loan Agreement • March 16th, 2007 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
SECOND AMENDMENT, dated as of February 22, 2007 (this “Amendment”), to the TERM LOAN AGREEMENT, dated as of February 18, 2005 (as amended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement”), among PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED, a Delaware corporation (the “Parent”), PRIMUS TELECOMMUNICATIONS HOLDING, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LEHMAN BROTHERS INC., as advisor, sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).
PRIMUS TELECOMMUNICATIONS IHC, INC. $57,210,000 14.25% Senior Secured Notes due 2011 Registration Rights AgreementRegistration Rights Agreement • March 16th, 2007 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
PRIMUS TELECOMMUNICATIONS IHC, INC., a Delaware corporation (the “Company” or the “Issuer”), has issued and sold, directly or indirectly, approximately $57,210,000 aggregate principal amount of 14.25% Senior Secured Notes due 2011, guaranteed by the Guarantors, to the Purchasers. As an inducement to the Purchasers to acquire the Notes, the Issuer and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
COLLATERAL AGREEMENT made by PRIMUS TELECOMMUNICATIONS IHC, INC. and certain of its Affiliates in favor of U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of February 26, 2007Collateral Agreement • March 16th, 2007 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
COLLATERAL AGREEMENT, dated as of February 26, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of U.S. Bank National Association, as Collateral Agent (in such capacity, the “Collateral Agent”) for the holders (the “Holders”) from time to time of the 14.25% Senior Secured Notes due 2011 (the “Notes”) issued by PRIMUS Telecommunications IHC, Inc. (the “Company”) pursuant to the Indenture, dated as of February 26, 2007 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, the other Grantors, and U.S. Bank National Association, as trustee.
PRIMUS TELECOMMUNICATIONS IHC, INC., as Issuer, THE GUARANTORS NAMED HEREIN AND U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • March 16th, 2007 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of February 26, 2007, between PRIMUS TELECOMMUNICATIONS IHC, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Issuer”), PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED, a corporation duly organized and existing under the laws of the State of Delaware (herein called “Group”), PRIMUS TELECOMMUNICATIONS HOLDING, INC., a corporation duly organized and existing under the laws of the State of Delaware (“Holding” and, together with Group, “Parent” or the “Parent Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).
