SUPPLEMENTAL INDENTURESupplemental Indenture • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 1, 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.
CLASS A WARRANT AGREEMENT, by and between PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED and STOCKTRANS, INC., as the WARRANT AGENT July 1, 2009Warrant Agreement • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
This WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 1, 2009, by and between PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED, a Delaware corporation (the “Company”), and STOCKTRANS, INC., as warrant agent (together with any successor appointed pursuant to Section 18, the “Warrant Agent”).
SEPARATION AGREEMENTSeparation Agreement • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • Delaware
This Separation Agreement (“Agreement”) is entered into by Thomas R. Kloster (“Executive”) and Primus Telecommunications, Inc., a Delaware corporation (the “Company”), in order to resolve all matters between Executive and the Company relating to Executive’s employment.
ContractTerm Loan Agreement • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
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 given to t
FIRST AMENDMENT, dated as of July 1, 2009 (this “Amendment”), to the COLLATERAL AGREEMENT, dated as of February 26, 2007 (as amended, supplemented or otherwise modified in writing from time to time, the “Collateral Agreement”), made by PRIMUS...Collateral Agreement • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
WHEREAS, the Company and the other Grantors have heretofore executed and delivered an indenture, dated as of February 27, 2007, by and among the Company, the other Grantors, and U.S. Bank National Association, as trustee (the “Indenture”), pursuant to which the Company has issued $175.3 million aggregate principal amount of the Company’s 14.25% Senior Secured Notes due 2011 (the “Notes”);
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED MANAGEMENT COMPENSATION PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) dated as of July 1, 2009 (the “Grant Date”) is made between Primus Telecommunications Group, Incorporated (the “Company”) and [ ] (the “Grantee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Management Compensation Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED MANAGEMENT COMPENSATION PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Performance Option Agreement”) dated as of July 1, 2009 (the “Grant Date”) is made between Primus Telecommunications Group, Incorporated (the “Company”) and [ ] (the “Grantee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Management Compensation Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
ContractIntercreditor Agreement • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT (this “First Amendment”) to the INTERCREDITOR AGREEMENT, dated as of February 26, 2007 (as amended through the date hereof, the “Intercreditor Agreement”), 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”), THE BANK OF NEW YORK MELLON (as successor to LEHMAN COMMERCIAL PAPER INC., in its capacity as administrative agent for the First Lien Obligations (as defined in the Intercreditor Agreement)) (in such capacity, the “First Lien Collateral Agent”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Second Lien Obligations (as defined in the Intercreditor Agreement) (in such capacity, the “Second Lien Collateral Agent”), is dated as of the First Amendment Effective Date (as defined below). Unless otherwise noted herein, terms defined in the Intercreditor Agre
ContractAssumption Agreement • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York
ASSUMPTION AGREEMENT, dated as of July 1, 2009, made by Primus Telecommunications Group, Incorporated, a Delaware corporation (“Group”), and Primus Telecommunications Holding, Inc., a Delaware corporation (“Holding” and, together with Group, each an “Additional Grantor” and, collectively, the “Additional Grantors”), in favor of U.S. Bank National Association, as Collateral Agent (in such capacity, the “Collateral Agent”) for the holders (the “Holders”) of the Notes issued pursuant to the Indenture referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement referred to below.
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED MANAGEMENT COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 1st, 2009 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) dated as of July 1, 2009 (the “Grant Date”) is made between Primus Telecommunications Group, Incorporated (the “Company”) and [ ] (the “Grantee”). The Management Compensation Plan (the “Plan”) is hereby incorporated by reference and made a part hereof, and the Restricted Stock Units (the “Management RSUs”) and this Agreement shall be subject to all terms and conditions of the Plan. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan.
