Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 1999 (the
"Supplemental Indenture"), between PRIMUS TELECOMMUNICATIONS GROUP,
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INCORPORATED, a Delaware corporation, as issuer (the "Company"), and FIRST UNION
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NATIONAL BANK, a banking association organized and existing under the laws of
the United States, as trustee (the "Trustee").
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W I T N E S S E T H :
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WHEREAS, the Company and the Trustee are parties to the Indenture
dated as of January 29, 1999 (as the same may be amended, supplemented or
otherwise modified from time to time, the "Indenture") relating to the Company's
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11 1/4% Senior Notes due 2009 and the Company's 11 1/4% Series B Senior Notes
due 2009 (collectively, the "Notes"); and
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WHEREAS, Section 301 of the Indenture permits the issuance, from time
to time, of Additional Notes in an aggregate principal amount not to exceed
$75,000,000; and
WHEREAS, the Board of Directors of the Company has adopted a
resolution authorizing the Company to enter into this Supplemental Indenture
pursuant to which Additional Notes in an aggregate principal amount of
$45,467,000 shall be issued to Telegroup, Inc., an Iowa corporation
("Telegroup"), in connection with the Company's acquisition of certain assets
and stock of Telegroup and its subsidiaries; and
WHEREAS, Section 201 of the Indenture permits the Additional Notes to
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by the Indenture and to contain such legends as may
be required by law, all as may be set forth in a supplemental indenture; and
WHEREAS, Section 901 of the Indenture authorizes the Company and the
Trustee, in accordance with the terms thereof, to enter into this Supplemental
Indenture without the consent of the Holders; and
WHEREAS, the Company has requested the Trustee execute, and the
Trustee has agreed to join in the execution of, this Supplemental Indenture
pursuant to Section 901 of the Indenture on the terms and subject to the
conditions set forth below;
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the Company and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the Holders from time to time of the
Notes as follows:
ARTICLE 1 AMENDMENTS TO THE INDENTURE.
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1.1 Amendment to Section 202 (Restrictive Legends). Section 202 of
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the Indenture is hereby amended by adding a paragraph (c) at the end of Section
202 which shall read as follows:
(c) Each Additional Note issued pursuant to the First
Supplemental Indenture dated as of June 30, 1999, shall bear only the
following legend on the face thereof:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
LAWS. THIS NOTE IS BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. NEITHER
THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION EXCEPT UPON THE ISSUANCE TO THE
COMPANY OF A FAVORABLE OPINION OF HOLDER'S COUNSEL, OR SUBMISSION TO
THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY
TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL
NOT BE IN VIOLATION OF THE SECURITIES ACT OR ANY STATE OR OTHER
SECURITIES LAWS. THIS NOTE IS FURTHER SUBJECT TO RESTRICTIONS
CONTAINED IN THE ASSET AND STOCK PURCHASE AGREEMENT DATED AS OF JUNE
30, 1999 BY AND BETWEEN TELEGROUP, INC. AND PRIMUS TELECOMMUNICATIONS
GROUP, INCORPORATED, A COPY OF WHICH MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY UPON REQUEST."
ARTICLE 2 THE ADDITIONAL NOTES.
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2.1 The Aggregate Principal Amount. The aggregate principal amount
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of Additional Notes to be issued pursuant to this Supplemental Indenture shall
be $45,467,000.
2.2 The Purchase Price. The purchase price of the Additional Notes
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to be issued pursuant to this Supplemental Indenture shall be $45,467,000.
2.3 Issuance Date. The Additional Notes shall be issued to
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Telegroup on the Closing Date (as such term is defined in that certain Asset and
Stock Purchase Agreement dated as of June 30, 1999 by and between Telegroup and
the Company).
2.4 Interest Accrual. Interest shall begin to accrue on the
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Additional Notes upon the date of their issuance to Telegroup.
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2.5 Series; CUSIP Number. The Additional Notes shall be deemed to be
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of the same series as the Initial Notes and the Exchange Notes and they shall
bear a different CUSIP Number than the Initial Notes and the Exchange Notes.
ARTICLE 3 MISCELLANEOUS.
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3.1 The Trustee. The recitals contained herein shall be taken as the
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statements of the Company and the Trustee shall not assume responsibility for,
or be liable in respect of, the correctness thereof. The Trustee makes no
representation as to, and shall not be liable or responsible for, the validity
or sufficiency of this Supplemental Indenture.
3.2 Limited Effect. Except as expressly amended hereby, all of the
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provisions, covenants, terms and conditions of the Indenture are ratified and
confirmed, and shall remain in full force.
3.3 Counterparts; Facsimile Signatures. This Supplemental Indenture
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may be executed by one or more parties hereto on any number of separate
counterparts, including by facsimile, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
3.4 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
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AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
PRIMUS TELECOMMUNICATIONS GROUP,
INCORPORATED
Attest: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxx
_______________________ ___________________________
Name: Xxxxxx Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Secretary Title: Executive Vice President and
Chief Financial Officer
FIRST UNION NATIONAL BANK
Attest: /s/ Xxxxx X. Xxxxxxxx By: /s/ X.X. XxXxxxx
________________________ ___________________________
Name: Xxxxx X. Xxxxxxxx Name: X.X. XxXxxxx
Title: Vice President Title: Vice President
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