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EXHIBIT 4.5
AMENDMENT NO. 1 TO INDENTURE
AMENDMENT NO. 1, dated as of October 11, 1996 ("Amendment No. 1"), to
INDENTURE, dated as of December 15, 1994 (the "Original Indenture"), between
VIATEL, INC., a Delaware corporation, as Issuer (the "Company"), and UNITED
STATES TRUST COMPANY OF NEW YORK, a New York corporation, as Trustee (the
"Trustee").
RECITALS
The Company and the Trustee hereby desire to amend the Original
Indenture pursuant to Section 9.01 thereof. Section 9.01 authorizes the Company
and the Trustee to amend the Original Indenture without notice to or the consent
of the Holders to cure any ambiguity, defect or inconsistency therein.
AND THIS AMENDMENT NO. 1 FURTHER WITNESSETH
For and in consideration of the premises and for the mutual benefit of
the parties, it is mutually covenanted and agreed as follows:
1. Capitalized terms not defined herein shall have the meanings
given to them in the Original Indenture.
2. Section 4.11 of the Original Indenture is hereby amended by
deleting the phrase "principal amount" in the first sentence thereof and by
substituting, in lieu thereof, the phrase "Accreted Value."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be duly executed, all as of the date first written above.
VIATEL, INC., as Issuer
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
