FORM OF CLASS A WARRANT AGREEMENT, by and between PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED and STOCKTRANS, INC., as the WARRANT AGENTWarrant Agreement • May 29th, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
FORM OF SUPPLEMENTAL INDENTURESupplemental Indenture • May 29th, 2009 • Primus Telecommunications Group 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.
ContractContingent Value Rights Distribution Agreement • May 29th, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT FORMS PART OF THE JOINT PLAN OF REORGANIZATION OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED (THE “COMPANY”) AND ITS AFFILIATE DEBTORS, WHICH WAS CONFIRMED BY AN ORDER, ENTERED ON [— ], 2009, OF THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, AND BECAME EFFECTIVE ON [—], 2009, AND CONSTITUTES A LEGALLY BINDING AGREEMENT AMONG THE COMPANY, ON THE ONE HAND, AND THE HOLDERS OF OLD COMMON STOCK RECEIVING RIGHTS HEREUNDER, ON THE OTHER HAND, IN ACCORDANCE WITH SECTION 1141(A) OF THE BANKRUPTCY CODE.
ContractTerm Loan Agreement • May 29th, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
FORM OF THIRD AMENDMENT (this “Third Amendment”) to the TERM LOAN AGREEMENT, dated as of February 18, 2005 (as amended through the date hereof, 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 COMMERCIAL PAPER INC. (“Lehman”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (defined below) acting through one or more of its branches as the Administrative Agent (in such capacity, the “Existing Agent”) and THE BANK OF NEW YORK MELLON, as the successor Administrative Agent (in such capacity, the “Successor Agent”) is dated as of the Third Amendment Effective Date (as defined below). Unless otherwise noted herein, terms defined in the Term Loan Agreement and used herein shall have the meanings gi
