Exhibit
4(a)


 


AMENDMENT

TO

RIGHTS AGREEMENT

BY AND AMONG


 


PRIMUS
TELECOMMUNICATIONS GROUP, INCORPORATED


 


AND


 


STOCKTRANS,
INC.


 


Dated as
of December 23, 1998


 


This Amendment (this “Amendment”)
to the Rights Agreement by and among Primus Telecommunications Group,
Incorporated (“Primus”) and
StockTrans, Inc. (“StockTrans”)
dated as of December 23, 1998 (the “Rights
Agreement”), is made and entered into as of April  30, 2003, by
and among Primus and StockTrans.


 


NOW, THEREFORE, in consideration of the premises and
the mutual agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:


 


1.                                       The
Rights Agreement is hereby amended by inserting the following between Section
23 and Section 24 thereof:


 


Section 23.5.                             Exchange.


 


(a)                                  The
Board of Directors of the Company may, at its option, at any time after any
Person becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have
become void pursuant to the provisions of Section 7(e) hereof) for Common
Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than an Exempt Person), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of a majority of the
Common Shares then outstanding.


 


(b)                                 Immediately
upon the action of the Board of Directors of the Company ordering the exchange
of any Rights pursuant to Section 23.5(a) and without any further action and
without any notice, the right to exercise such Rights shall terminate and the
only right thereafter of a holder of such Rights shall be to receive that
number of Common Shares equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio.  The
Company shall promptly give public notice of any such exchange (with prompt
written notice thereof to the Rights Agent); provided, however,
that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange.  The 


 

















 


Company promptly shall mail a notice of any such
exchange to all of the holders of such Rights at their last addresses as they
appear upon the registry books of the Rights Agent.  Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice.  Each such notice of exchange will state the
method by which the exchange of the Common Shares for Rights will be effected
and, in the event of any partial exchange, the number of Rights which will be
exchanged.  Any partial exchange shall
be effected pro rata based on the number of Rights (other than Rights which have
become void pursuant to the provisions of Section 7(e) hereof) held by each
holder of Rights.


 


(c)                                  In
any exchange pursuant to this Section 23.5, the Company, at its option, may
substitute Units of Preferred Stock for Common Shares exchangeable for Rights,
at the initial rate of one Unit of Preferred Stock for each Common Share, as
appropriately adjusted to reflect adjustments in the voting rights of the
Preferred Shares pursuant to the terms thereof, so that the Unit of  Preferred Stock delivered in lieu of each
Common Share shall have the same voting rights as one Common Share.


 


(d)                                 In
the event that there shall not be sufficient Common Shares or Preferred Stock
authorized by the Company’s certificate of incorporation  and not outstanding or subscribed for, or
reserved or otherwise committed for issuance for purposes other than upon
exercise of Rights, to permit any exchange of Rights as contemplated in
accordance with this Section 23.5, the Company shall take all such action as
may be necessary to authorize additional Common Shares or Preferred Stock for
issuance upon exchange of the Rights.


 


(e)                                  The
Company shall not be required to issue fractions of Common Shares or to
distribute certificates which evidence fractional Common Shares. In lieu of
such fractional Common Shares, the Company shall pay to the registered holders
of the Right Certificates with regard to which such fractional Common Shares
would otherwise be issuable an amount in cash equal to the same fraction of the
current per share market value of a whole Common Share. For the purposes of
this Section 23.5(e), the current market price per share of a whole Common
Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 23.5.


 


2.                                       This
Amendment is entered into pursuant to, and is subject to, the terms and
conditions of the Rights Agreement.


 


[Signature
Page Follows]


 


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IN WITNESS WHEREOF, each of the parties hereto has
caused this Amendment to be executed on its behalf as of the date first above
written.


 


	
  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

  
	
   

  
	
  By:

  	
   John F.
  DePodesta

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   John F.
  DePodesta

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   Executive
  Vice President

  	
   

  
	
   

  
	
  STOCKTRANS, INC.

  
	
   

  
	
  By:

  	
   Gina M.
  Hardin

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   Gina M.
  Hardin

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   Vice
  President

  	
   

  
					



 


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