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Exhibit 4.9  


        PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED  


and 


                        , As Warrant Agent  


 FORM OF DEPOSITARY SHARES

WARRANT AGREEMENT  


 Dated As Of                         





 
  
 

    TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	ARTICLE 1	 	ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES	 	1
	 	1.1	 	Issuance of Warrants	 	1
	 	1.2	 	Execution and Delivery of Warrant Certificates	 	1
	 	1.3	 	Issuance of Warrant Certificates	 	2
	

ARTICLE 2	
 	

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS	
 	

2
	 	2.1	 	Warrant Price	 	2
	 	2.2	 	Duration of Warrants	 	2
	 	2.3	 	Exercise of Warrants	 	2
	

ARTICLE 3	
 	

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES	
 	

3
	 	3.1	 	No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates	 	3
	 	3.2	 	Lost, Stolen, Mutilated or Destroyed Warrant Certificates	 	4
	 	3.3	 	Holder of Warrant Certificate May Enforce Rights	 	4
	 	3.4	 	Adjustments	 	4
	 	3.5	 	Notice to Warrantholders	 	6
	 	3.6	 	[If the Warrants are subject to acceleration by the Company, insert—Acceleration of Warrants by the Company	 	7
	

ARTICLE 4	
 	

EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES	
 	

8
	 	4.1	 	Exchange and Transfer of Warrant Certificates	 	8
	 	4.2	 	Treatment of Holders of Warrant Certificates	 	8
	 	4.3	 	Cancellation of Warrant Certificates	 	8
	

ARTICLE 5	
 	

CONCERNING THE WARRANT AGENT	
 	

9
	 	5.1	 	Warrant Agent	 	9
	 	5.2	 	Conditions of Warrant Agent's Obligations	 	9
	 	5.3	 	Resignation and Appointment of Successor	 	10
	

ARTICLE 6	
 	

MISCELLANEOUS	
 	

11
	 	6.1	 	Amendment	 	11
	 	6.2	 	Notices and Demands to the Company and Warrant Agent	 	11
	 	6.3	 	Addresses	 	11
	 	6.4	 	Governing Law	 	11
	 	6.5	 	Delivery of Prospectus	 	12
	 	6.6	 	Obtaining of Governmental Approvals	 	12
	 	6.7	 	Persons Having Rights Under Warrant Agreement	 	12
	 	6.8	 	Headings	 	12
	 	6.9	 	Counterparts	 	12
	 	6.10	 	Inspection of Agreement	 	12




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PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
  Form of Depositary Shares Warrant Agreement    



        DEPOSITARY SHARES WARRANT AGREEMENT, dated as of            between PRIMUS TELECOMMUNICATIONS GROUP,
INCORPORATED, a Delaware corporation (the "Company")
and                        , a [corporation]
[national banking association] organized and existing under the laws of            and having a corporate trust office
in            , as warrant agent (the  "Warrant Agent"). 


        WHEREAS, the Company proposes to sell [if Warrants are sold with other securities—[title of such other
securities being offered] (the "Other Securities") with] warrant certificates evidencing one or more warrants (the  "Warrants" or,
individually, a "Warrant") representing the right to purchase [title of
Depositary Shares purchasable through exercise of Warrants] (the "Warrant Securities"), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the "Warrant Certificates"; and 


        WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection
with the issuance, registration, transfer, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the
Warrant Certificates and the terms and conditions on which they may be issued, registered, transferred, exchanged, exercised and replaced; 



        NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: 


 
 

ARTICLE 1    
    
    ISSUANCE OF WARRANTS AND EXECUTION AND
  DELIVERY OF WARRANT CERTIFICATES    
    


 
 
        1.1    Issuance of Warrants.     [If Warrants alone—Upon issuance, each Warrant Certificate shall evidence one
or more Warrants.] [If Other
Securities and Warrants—Warrants shall be [initially] issued in connection with the issuance of the Other Securities [but shall be separately
transferable on and after                        (the "Detachable Date")]
[and shall not be separately transferable] and
each Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase
one Warrant Security. [If Other Securities and Warrants—Warrant Certificates shall be initially issued in units with the Other Securities and each Warrant Certificate included
in such a unit shall evidence            Warrants for each [$            principal amount]
[            shares] of Other Securities
included in such unit.] 


 
 
        1.2    Execution and Delivery of Warrant Certificates.     Each Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A hereto, shall be dated the date of
its countersignature by the Warrant Agent and may have such letters, numbers, or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon
as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as
may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform
to usage. The Warrant Certificates shall be signed on behalf of the Company by any of its present or future chief executive officers, presidents, senior vice presidents, vice presidents, chief
financial officers, chief legal officers, treasurers, assistant treasurers, controllers, assistant controllers, secretaries or assistant secretaries under its corporate seal reproduced thereon. Such
signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced on the Warrant Certificates. The seal of the Company may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates. 


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        No
Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the manual
signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has
been duly issued hereunder. 


        In
case any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may be countersigned and delivered notwithstanding that the person who signed Warrant
Certificates ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant
Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer. 


        The
term "holder" or "holder of a Warrant Certificate" as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose [If Other Securities and Warrants are not immediately detachable—or upon the registration of the Other Securities prior to the
Detachable Date. Prior to the Detachable Date, the Company will, or will cause the registrar of the Other Securities to, make available at all times to the Warrant Agent such information as to holders
of the Other Securities as may be necessary to keep the Warrant Agent's records up to date]. 


 
 
        1.3    Issuance of Warrant Certificates.     Warrant Certificates evidencing the right to purchase Warrant
Securities may be executed by the Company and delivered to the Warrant Agent upon the execution of
this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign such Warrant Certificates and
shall deliver such Warrant Certificates to or upon the order of the Company. 


 
 

ARTICLE 2    
    
    WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS    
    


 
 
        2.1    Warrant Price.     During the period specified in Section 2.2, each Warrant shall, subject to the terms
of this Warrant Agreement and the applicable Warrant Certificate,
entitle the holder thereof to purchase the number of Warrant Securities specified in the applicable Warrant Certificate at an exercise price of
$                      per Warrant Security,
subject to adjustment upon the occurrence of certain events, as hereinafter provided. Such purchase price per Warrant Security is referred to in this Agreement as the "Warrant
Price."


 
 
        2.2    Duration of Warrants.     Each Warrant may be exercised in whole or in part at any time, as specified herein,
 on or after [the date thereof]
[            ] and at or before [            ] p.m., [City] time,
on            or such later date as the
Company may designate by notice to the Warrant Agent and the holders of Warrant Certificates mailed to their addresses as set forth in the record books of the Warrant Agent (the  "Expiration Date"). Each Warrant not exercised at or before [            ] p.m., [City] time,
on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such Warrant under this Agreement shall cease. 



 
 
        2.3    Exercise of Warrants.     


        (a)   During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant
Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America,
[in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the
Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, 


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 provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to
purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the
Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided,
however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon
the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be
named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the
opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the
Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such
date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account
of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. 


        (b)   The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of
Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant
Securities after such exercise, and (iv) such other information as the Company shall reasonably require. 


        (c)   As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of
the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder.
If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver,
a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. 


        (d)   The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in
connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant
Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. 



        (e)   Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the
Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants. 


 
 

ARTICLE 3    
    
    OTHER PROVISIONS RELATING TO RIGHTS
  OF HOLDERS OF WARRANT CERTIFICATES    
    



 
 
        3.1    No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates.     No Warrant
Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without
limitation, the right to receive the payment of 


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dividends
or distributions, if any, on the Warrant Securities or to exercise any voting rights, except to the extent expressly set forth in this Agreement or the applicable Warrant Certificate. 


 
 
        3.2    Lost, Stolen, Mutilated or Destroyed Warrant Certificates.     Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it and the Company of the ownership of and the loss, theft, destruction or mutilation of
any Warrant Certificate and/or indemnity reasonably satisfactory to the Warrant Agent and the Company and, in the case of mutilation, upon surrender of the mutilated Warrant Certificate to the Warrant
Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and evidencing Warrants for a like number of Warrant Securities. Upon the issuance of any new Warrant Certificate under this Section 3.2, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this
Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. The provisions of this Section 3.2 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates. 


 
 
        3.3    Holder of Warrant Certificate May Enforce Rights.     Notwithstanding any of the provisions of this
Agreement, any holder of a Warrant Certificate, without the consent of the Warrant Agent, the holder of any Warrant
Securities or the holder of any other Warrant Certificate, may, in such holder's own behalf and for such holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company suitable to enforce, or otherwise in respect of, such holder's right to exercise the Warrants evidenced by such holder's Warrant Certificate in the manner provided in such holder's
Warrant Certificate and in this Agreement. 


 
 
        3.4    Adjustments.     


        (a)   In case the Company shall at any time subdivide its outstanding shares of [title of Depositary Shares
purchasable through exercise of Warrants] into a greater number of shares, the Warrant Price in effect immediately prior to such subdivision shall be proportionately reduced and the number
of Warrant Securities purchasable under the Warrants shall be proportionately increased. Conversely, in case the outstanding shares of [title of Depositary Shares purchasable through
exercise of Warrants] of the Company shall be combined into a smaller number of shares, the Warrant Price in effect immediately prior to such combination shall be proportionately increased
and the number of Warrant Securities purchasable under the Warrants shall be proportionately decreased. 


        (b)   If at any time or from time to time the holders of [title of Preferred Stock underlying the Depositary Shares
purchasable through exercise of Warrants] (or any shares of stock or other securities at the time receivable upon the exercise of the Warrants) shall have received or become entitled to
receive, without payment therefore,



           (i)  [title of Preferred Stock underlying Depositary Shares purchasable through exercise of Warrants] or any shares of stock
or other securities which are at any time directly or indirectly convertible into or exchangeable for [title of Preferred Stock underlying Depositary Shares purchasable through exercise of
Warrants], or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution;



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          (ii)  any cash paid or payable otherwise than in accordance with the terms of [title of Preferred Stock underlying Depositary Shares
purchasable through exercise of Warrants] or otherwise than as a cash dividend paid or payable out of the Company's current or retained earnings;



       (iii)  any evidence of the Company's indebtedness or rights to subscribe for or purchase the Company's indebtedness; or


         (iv)  [title of Preferred Stock underlying Depositary Shares purchasable through exercise of Warrants] or additional stock or
other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement (other than shares of
[title of Depositary Shares purchasable through exercise of Warrants] issued as a stock split or adjustments in respect of which shall be covered by the terms of
Section 3.4(a) above), 




then
and in each such case, the holder of each Warrant shall, upon the exercise of the Warrant, be entitled to receive, in addition to the number of Warrant Securities receivable thereupon, and
without payment of any additional consideration therefore, the amount of stock and other securities and property (including cash and indebtedness (or rights to subscribe for or purchase indebtedness)
which such holder would hold on the date of such exercise had he been the holder of record of such Warrant Securities as of the date on which holders of [title of Preferred Stock
underlying Depositary Shares purchasable through exercise of Warrants] received or became entitled to receive such shares or all other additional stock and other securities and property. 



        (c)   In case of (i) any reclassification, capital reorganization, or change in the [title of Depositary
Shares purchasable through exercise of Warrants] or [title of Preferred Stock underlying Depositary Shares purchasable through the exercise of the Warrants] of the
Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 3.4(a) or Section 3.4(b) above), (ii) share exchange, merger or similar
transaction of the Company with or into another person or entity (other than a share exchange, merger or similar transaction in which the Company is the acquiring or surviving corporation and which
does not result in any change in the [title of Depositary Shares purchasable through exercise of Warrants] or [title of Preferred Stock underlying Depositary Shares
purchasable through the exercise of the Warrants] other than the issuance of additional shares of [title of Depositary Shares purchasable through exercise of
Warrants] or [title of Preferred Stock underlying Depositary Shares purchasable through the exercise of the Warrants]) or (iii) the sale, exchange, lease,
transfer or other disposition of all or substantially all of the properties and assets of the Company as an entirety (in any such case, a "Reorganization
Event"), then, as a condition of such Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor
shall be delivered to the holders of the Warrants, so that the holders of the Warrants shall have the right at any time prior to the expiration of the Warrants to purchase, at a total price equal to
that payable upon the exercise of the Warrants, the kind and amount of shares of stock and other securities and property receivable in connection with such Reorganization Event by a holder of the same
number of shares of [title of Depositary Shares purchasable through the exercise of the Warrants] as were purchasable by the holders of the Warrants immediately prior to such
Reorganization Event. In any such case appropriate provisions shall be made with respect to the rights and interests of the holders of the Warrants so that the provisions hereof shall thereafter be
applicable with respect to any shares of stock or other securities and property deliverable upon exercise the Warrants, and appropriate adjustments shall be made to the Warrant Price payable hereunder
provided the aggregate purchase price shall remain the same. In the case of any transaction described in clauses (ii) and (iii) above, the Company shall thereupon be relieved of any
further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or
assuming entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which heretofore shall not have been
signed by the Company, and may 


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execute
and deliver securities in its own name, in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the
same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the
date of the execution hereof. In any case of any such Reorganization Event, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be
appropriate. 


        The
Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with the provisions of this Section 3.4. 



        (d)   The Company may, at its option, at any time until the Expiration Date, reduce the then current Warrant Price to any
amount deemed appropriate by the Board of Directors of the Company for any period not exceeding twenty consecutive days (as evidenced in a resolution adopted by such Board of Directors), but only upon
giving the notices required by Section 3.5 at least ten days prior to taking such action. 


        (e)   Except as herein otherwise expressly provided, no adjustment in the Warrant Price shall be made by reason of the issuance
of any securities of the Company or for any other reason whatsoever. 



        (f)    No fractional Warrant Securities shall be issued upon the exercise of Warrants. If more than one Warrant shall be
exercised at one time by the same holder, the number of full Warrant Securities which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of Warrant Securities
purchased pursuant to the Warrants so exercised. Instead of any fractional Warrant Security which would otherwise be issuable upon exercise of any Warrant, the Company shall pay a cash adjustment in
respect of such fraction in an amount equal to the same fraction of the last sales price (or bid price if there were no sales) per Warrant Security, in either case as reported on the New York Stock
Exchange Composite Tape on the business day which next precedes the day of exercise or, if the Warrant Securities are not then listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the Warrant Securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National
Market System of the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ"), or if the Warrant Securities are
not then listed or admitted to trading on any national securities exchange or quoted on the National Market System of NASDAQ, the average of the closing high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ, or such other system then in use, or if on any such date the Warrant Securities are not quoted by any such organization, an
amount equal to the same fraction of the average of the closing bid and asked prices as furnished by any New York Stock Exchange firm selected from time to time by the Company for that purpose at the
close of business on the business day which next precedes the day of exercise. 


        (g)   Whenever the Warrant Price then in effect is adjusted as herein provided, the Company shall mail to each holder of the
Warrants at such holder's address as it shall appear on the books of the Company a statement setting forth the adjusted Warrant Price then and thereafter effective under the provisions hereof,
together with the facts, in reasonable detail, upon which such adjustment is based. 


 
 
        3.5    Notice to Warrantholders.     In case the Company shall (a) effect any dividend or distribution
described in Section 3.4(b), (b) effect any Reorganization Event,
(c) make any distribution on or in respect of the [title of Depositary Shares purchasable through exercise of Warrants] or [title of Preferred Stock
underlying Depositary Shares purchasable through the exercise of the Warrants] in connection with the dissolution, liquidation or winding up of the Company, or (d) reduce the then
current Warrant Price pursuant to Section 3.4(d), then the Company shall mail to each holder of Warrants at such holder's address as it shall appear on the books of the Warrant Agent, at least
ten days prior to the applicable date hereinafter specified, a notice stating (x) the record date for such dividend or distribution, or, if a record is not to be taken, the date as of which the
holders of record of 


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[title
of Preferred Stock underlying Depositary Shares purchasable through the exercise of Warrants] that will be entitled to such dividend or distribution are to be
determined, (y) the date on which such Reorganization Event, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of
[title of Depositary Shares purchasable through the exercise of the Warrants] of record shall be entitled to exchange their shares of [title of Depositary Shares
purchasable through the exercise of the Warrants] for securities or other property deliverable upon such Reorganization Event, dissolution, liquidation or winding up, or (z) the
first date on which the then current Warrant Price shall be reduced pursuant to Section 3.4(d). No failure to mail such notice nor any defect therein or in the mailing thereof shall affect any
such transaction or any adjustment in the Warrant Price required by Section 3.4. 



 
 
        3.6    [If the Warrants are subject to acceleration by the Company, insert—Acceleration of Warrants by  the Company.     


        (a)   At any time on or after            , the Company shall have the right to accelerate any or all Warrants at any time
by causing them to expire at the close of business on the day next preceding a specified date (the "Acceleration Date"), if the Market Price (as
hereinafter defined) of the [title of Depositary Shares purchasable through the exercise of the Warrants] equals or exceeds            percent (    %) of the
then effective Warrant Price on any twenty Trading Days (as hereinafter defined) within a period of thirty consecutive Trading Days ending no more than five Trading Days prior to the date on which the
Company gives notice to the Warrant Agent of its election to accelerate the Warrants. 


        (b)   "Market Price" for each Trading Day shall be, if the [title of Depositary Shares purchasable through the
exercise of the Warrants] is listed or admitted for trading on the New York Stock Exchange, the last reported sale price, regular way (or, if no such price is reported, the average of the
reported closing bid and asked prices, regular way) of [title of Depositary Shares purchasable through the exercise of the Warrants], in either case as reported on the New York
Stock Exchange Composite Tape or, if the [title of Depositary Shares purchasable through the exercise of the Warrants] is not listed or admitted to trading on the New York
Stock Exchange, on the principal national securities exchange on which the [title of Depositary Shares purchasable through the exercise of the Warrants] is listed or admitted
to trading or, if not listed or admitted to trading on any national securities exchange, on the National Market System of NASDAQ or, if not listed or admitted to trading on any national securities
exchange or quoted on the National Market System of NASDAQ, the average of the closing high bid and low asked prices in the over-the-counter market, as reported by NASDAQ, or
such other system then in use, or if on any such date the shares of [title of Depositary Shares purchasable through the exercise of the Warrants] are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by any New York Stock Exchange firm selected from time to time by the Company for that purpose. "Trading Day" shall be each
Monday through Friday, other than any day on which securities are not traded in the system or on the exchange that is the principal market for the [title of Depositary Shares purchasable
through the exercise of the Warrants], as determined by the Board of Directors of the Company. 


        (c)   In the event of an acceleration of less than all of the Warrants, the Warrant Agent shall select the Warrants to be
accelerated by lot, pro rata or in such other manner as it deems, in its discretion, to be fair and appropriate. 


        (d)   Notice of an acceleration specifying the Acceleration Date shall be sent by mail first class, postage prepaid, to each
registered holder of a Warrant Certificate representing a Warrant accelerated at such holder's address appearing on the books of the Warrant Agent not more than sixty days nor less than thirty days
before the Acceleration Date. Such notice of an acceleration also shall be given no more than twenty days, and no less than ten days, prior to the mailing of notice to registered holders of Warrants
pursuant to this Section 3.6, by publication at least once in a newspaper of general circulation in the City of New York. 


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        (e)   Any Warrant accelerated may be exercised until [    ] p.m.,
[City] time, on the business day next preceding the Acceleration Date. The Warrant Price shall be payable as provided in Section 2.] 


 
 

ARTICLE 4    
    
    EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES    
    


 
 
        4.1    Exchange and Transfer of Warrant Certificates.     [If Other Securities with Warrants which are immediately
detachable—Upon] [If Other Securities with Warrants which
are not immediately detachable—Prior to the Detachable Date, a Warrant Certificate may be exchanged or transferred only together with the Other Security to which the Warrant Certificate
was initially attached, and only for the purpose of effecting or in conjunction with an exchange or transfer of such Other Security. Prior to any Detachable Date, each transfer of the Other Security
shall operate also to transfer the related Warrant Certificates. After the Detachable Date, upon] surrender at the corporate trust office of the Warrant Agent, Warrant Certificates
evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants or the transfer thereof may be registered in whole or in part;  provided that such other
Warrant Certificates evidence Warrants for the same aggregate number of Warrant Securities as the Warrant Certificates so
surrendered. The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and
exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office for exchange or registration of transfer,
properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent. No service
charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental
charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or registration of transfer, an
authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by
the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a Warrant
for a fraction of a Warrant Security or a number of Warrants for a whole number of Warrant Securities and a fraction of a Warrant Security. All Warrant Certificates issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Warrant
Certificate surrendered for such exchange or registration of transfer. 



 
 
        4.2    Treatment of Holders of Warrant Certificates.     [If Other Securities and Warrants are not immediately
detachable—Prior to the Detachable Date, the Company, the Warrant Agent and all
other persons may treat the owner of the Other Security as the owner of the Warrant Certificates initially attached thereto for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced by such Warrant Certificates, any notice to the contrary notwithstanding. After the Detachable Date and prior to due presentment of a Warrant Certificate for
registration of transfer, the] [T]he Company, the Warrant Agent and all other persons may treat the registered holder of a Warrant Certificate as the absolute owner
thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding. 


 
 
        4.3    Cancellation of Warrant Certificates.     Any Warrant Certificate surrendered for exchange, registration of
transfer or exercise of the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be reissued and, except as
expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in 


8





 

exchange
therefor or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of canceled Warrant Certificates in a manner satisfactory to the Company. 


 
 

ARTICLE 5    
    
    CONCERNING THE WARRANT AGENT    
    


 
 
        5.1    Warrant Agent.     The Company hereby
appoints            as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates upon the terms and subject to
the conditions herein set forth, and            hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant
Certificates
and hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers
and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof. 


 
 
        5.2    Conditions of Warrant Agent's Obligations.     The Warrant Agent accepts its obligations herein set forth
upon the terms and conditions hereof, including the following to all of which the Company agrees and to
all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject: 



        (a)    Compensation and Indemnification.    The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable
out-of-pocket expenses (including reasonable counsel fees) incurred without negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad
faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending
against any claim of such liability. 


        (b)    Agent for the Company.    In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with
any of the holders of Warrant Certificates or beneficial owners of Warrants. 


        (c)    Counsel.    The Warrant Agent may consult with counsel
satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the advice of such counsel. 


        (d)    Documents.    The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or
document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. 


        (e)    Certain Transactions.    The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent
permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body
of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant
Agent from acting as trustee under any indenture to which the Company is a party. 



9





 




        (f)    No Liability for Interest.    Unless otherwise agreed with the
Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates. 


        (g)    No Liability for Invalidity.    The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except as to the Warrant Agent's countersignature thereon). 


        (h)    No Responsibility for Representations.    The Warrant Agent
shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except as to the Warrant Agent's countersignature thereon), all of which are made solely by
the Company. 


        (i)    No Implied Obligations.    The Warrant Agent shall be obligated
to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a
reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The
Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the
case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility
to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.2 hereof, to make any demand upon the Company. 




 
 
        5.3    Resignation and Appointment of Successor.     


        (a)   The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all
times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable. 



        (b)   The Warrant Agent may at any time resign as agent by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than three months after the date
on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of
the Company and specifying such removal and the intended date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent (which shall be a bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance
of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal
of the Warrant Agent. 


        (c)   In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or under any other applicable Federal or state bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant
Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take
corporate action in furtherance of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an 


10





 



involuntary
case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or similar law, or a decree or order by a court
having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of
its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation, winding up or
liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid
of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder. 


        (d)   Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the
Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights,
powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property
on deposit with or held by such predecessor, as Warrant Agent hereunder. 


        (e)   Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the
Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent
shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as
aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. 


 
 

ARTICLE 6    
    
    MISCELLANEOUS    
    


 
 
        6.1    Amendment.     This Agreement may be amended by the parties hereto, without the consent of the holder of any
Warrant Certificate, for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the
Warrant Agent may deem necessary or desirable; provided that such action shall not materially adversely affect the interests of the holders of the
Warrant Certificates. 


 
 
        6.2    Notices and Demands to the Company and Warrant Agent.     If the Warrant Agent shall receive any notice or
demand addressed to the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company. 


 
 
        6.3    Addresses.     Any communication from the Company to the Warrant Agent with respect to this Agreement shall
be addressed to            , Attention:            and any
communication from the Warrant Agent to the Company with respect to this Agreement shall be addressed to Primus Telecommunications Group, Incorporated, 1700 Old Meadow Road, McLean, Virginia 22102,
Attention: General Counsel (or such other address as shall be specified in writing by the Warrant Agent or by the Company). 


 
 
        6.4    Governing Law.     This Agreement and each Warrant Certificate issued hereunder shall be governed by and
construed in accordance with the laws of the State of New York. 


11





 

 
 
        6.5    Delivery of Prospectus.     The Company shall furnish to the Warrant Agent sufficient copies of a prospectus
meeting the requirements of the Securities Act of 1933, as amended, relating to
the Warrant Securities deliverable upon exercise of the Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise of any Warrant,
the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a
Prospectus. 


The
Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus. 


 
 
        6.6    Obtaining of Governmental Approvals.     The Company will from time to time take all action which may be
necessary to obtain and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities act filings under United States Federal and state laws (including without limitation a registration statement in respect of the Warrants and Warrant Securities
under the Securities Act of 1933, as amended), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities issued upon exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period during which the Warrants are exercisable. 


 
 
        6.7    Persons Having Rights Under Warrant Agreement.     Nothing in this Agreement shall give to any person other
than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or
claim under or by reason of this Agreement. 


 
 
        6.8    Headings.     The descriptive headings of the several Articles and Sections of this Agreement are inserted
for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof. 


 
 
        6.9    Counterparts.     This Agreement may be executed in any number of counterparts, each of which as so executed
shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument. 


 
 
        6.10    Inspection of Agreement.     A copy of this Agreement shall be available at all reasonable times at the
principal corporate trust office of the Warrant Agent for inspection by the holder of
any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it. 


12








        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. 



	 	 	PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
	

 	
 	

By	

 
	 	 	 	

	 	 	Its	 
	 	 	 	

	Attest:	 	 	 
	

	
 	

 	

 
	

 	
 	

 	

 
	 	 	
 Warrant Agent
	

 	
 	

By	

 
	 	 	 	

	 	 	Its	 
	 	 	 	

	Attest:	 	 	 
	

	
 	

 	

 








[SIGNATURE
PAGE DEPOSITARY SHARES WARRANT AGREEMENT] 






  



 
 

EXHIBIT A    
    
    FORM OF WARRANT CERTIFICATE
  [Face of Warrant Certificate]    
    



	[Form if Warrants are attached to Other Securities and are not immediately detachable.	 	Prior to            , this Warrant Certificate cannot be transferred or exchanged unless attached to a [Title of Other Securities].]
	

[Form of Legend if Warrants are not immediately exercisable.	
 	

Prior to            , Warrants evidenced by this Warrant Certificate cannot be exercised.]




EXERCISABLE
ONLY IF COUNTERSIGNED BY THE WARRANT

AGENT AS PROVIDED HEREIN 


VOID
AFTER [    ] P.M., [CITY] TIME, ON                  , 


PRIMUS
TELECOMMUNICATIONS GROUP, INCORPORATED 


WARRANT
CERTIFICATE REPRESENTING

WARRANTS TO PURCHASE

[TITLE OF WARRANT SECURITIES] 






	No.	 	Warrants





        This
certifies that                        or registered assigns is the registered owner of the above indicated number of Warrants,
each Warrant entitling such owner [if Warrants
are attached to Other Securities and are not immediately detachable—, subject to the registered owner qualifying as a "Holder" of this Warrant Certificate, as hereinafter
defined),] to purchase, at any time [after [            ] p.m., [City] time, on            and] on or
before [    ] p.m., [City] time, on            ,            shares of [Title of Warrant Securities]
(the "Warrant Securities"), of Primus Telecommunications Group, Incorporated (the "Company") on the
following basis: during the period from            , through and including            , the exercise price per Warrant Security
will be $                              , subject to adjustment
as provided in the Warrant Agreement (as hereinafter defined) (the "Warrant Price"). The Holder may exercise the Warrants evidenced hereby by providing
certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Security with respect to which this Warrant is
exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), which is, on the date hereof, at the address
specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined). 


        The
term "Holder" as used herein shall mean [if Warrants are attached to Other Securities and are not immediately
detachable—prior to            ,    (the "Detachable Date"), the registered owner of the Company's [title of
Other Securities]to which this Warrant Certificate was initially attached, and after such Detachable Date,] the person in whose name at the time this Warrant Certificate shall
be registered upon the books to be maintained by the Warrant Agent for that purpose pursuant to Section 4 of the Warrant Agreement. 


        The
Warrants evidenced by this Warrant Certificate may be exercised to purchase a whole number of Warrant Securities in registered form. Upon any exercise of fewer than all of the
Warrants evidenced by this Warrant Certificate, there shall be issued to the Holder hereof a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. 


A-1





 



        This
Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as of            ,    (the "Warrant
Agreement"), between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the
Holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file at the above-mentioned office of the Warrant Agent. 


        [If
Warrants are attached to Other Securities and are not immediately detachable—Prior to the Detachable Date, this Warrant Certificate may be exchanged or
transferred only together with the [Title of Other Securities] (the "Other Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting or in conjunction with, an exchange or transfer of such Other Security. Additionally, on or prior to the Detachable Date, each transfer of
such Other Security on the register of the Other Securities shall operate also to transfer this Warrant Certificate. After such date, transfer of this] [If Warrants are
attached to Other Securities and are immediately detachable—Transfer of this] Warrant Certificate may be registered when this Warrant Certificate is surrendered at the
corporate trust office of the Warrant Agent by the registered owner or such owner's assigns, in the manner and subject to the limitations provided in the Warrant Agreement. 



        [If
Other Securities with Warrants which are not immediately detachable—Except as provided in the immediately preceding paragraph, after]
[If Other Securities with Warrants which are immediately detachable or Warrants alone—After] countersignature by the Warrant Agent and prior to the expiration of
this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent for Warrant Certificates representing Warrants for the same aggregate number of
Warrant Securities. 


        This
Warrant Certificate shall not entitle the Holder hereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right to receive payments of
dividends or distributions, if any, on the Warrant Securities (except to the extent set forth in the Warrant Agreement) or to exercise any voting rights. 


        Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if
set forth at this place. 


        This
Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. 


        IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in its name and on its behalf by the facsimile signatures of its
duly authorized officers. 



	Dated:	 	PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
	

 	

 	
 	

By	

 
	 	 	 	 	

	 	 	 	Its	 
	 	 	 	 	

	Attest:	 	 	 
	

 	

 	
 	

 	

 
	
	 	 	 
	

 	

 	
 	

 	

 
	Countersigned:	 	 	 
	

 	

 	
 	

 	

 
	
 As Warrant Agent	 	 	 
	

By	

 	
 	

 	

 
	 	
 Authorized Signature

	 	 	 




A-2





 
[REVERSE
OF WARRANT CERTIFICATE] 


(Instructions
for Exercise of Warrant) 


To
exercise any Warrants evidenced hereby for Warrant Securities (as hereinafter defined), the Holder must pay, in lawful money of the United States of America, [in cash or by certified
check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price in full for Warrants
exercised, to [Warrant Agent] [address of Warrant Agent], Attn:            , which payment must specify the name of the Holder and the number of
Warrants exercised by such Holder. In addition, the Holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is
recommended) to the Warrant Agent at the appropriate address set forth above. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of
the payment. 


(To
be executed upon exercise of Warrants) 


        The
undersigned hereby irrevocably elects to exercise            Warrants, evidenced by this Warrant Certificate, to
purchase            shares of the [Title of
Warrant Securities] (the "Warrant Securities"), of Primus Telecommunications Group, Incorporated and represents that he has tendered payment
for such Warrant Securities, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds]
[by bank wire transfer in immediately available funds], to the order of Primus Telecommunications Group, Incorporated, c/o [insert name and address of Warrant
Agent], in the amount of $                              in accordance with the terms hereof. The
undersigned requests that said Warrant Securities be in fully registered form in the
authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below. 


        If
the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of
Warrant Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in the instructions below. 



	

 	
 	

 	

 
	

Dated	
 	

Name	

 
	 	 	 	
 (Please Print)
	

 	
 	

Address	

 
	 	 	 	

	

 	
 	






A-3





 


	

 	

 
	

 	

 (Insert Social Security or Other Identifying Number of Holder)
	

Signature Guaranteed	

 Signature
	

 	

(Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank, trust company or member broker of the New York, Midwest or Pacific Stock Exchange)











	This Warrant may be exercised at the following addresses:
	

By hand at	
 	

 
	 	 	

	

 	
 	


	

 	
 	


	

By mail at	
 	

 
	 	 	

	

 	
 	


	

 	
 	







[Instructions
as to form and delivery of Warrant Securities and, if applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining
unexercised—complete as appropriate.] 


A-4





 
ASSIGNMENT



[Form
of assignment to be executed if

Warrant Holder desires to transfer Warrant) 



        FOR
VALUE RECEIVED,                        hereby sells, assigns and transfers unto: 



	

 	
 	

 
	

	
 	

 
	

	
 	

 
	

 (Please print name and address including zip code)	
 	

 Please insert Social Security or other identifying number
	

 	
 	

 
	

the right represented by the within Warrant to purchase            shares of [Title of Warrant Securities] of Primus Telecommunications Group, Incorporated to which the within Warrant
relates and appoints            attorney to transfer such right on the books of the Warrant Agent with full power of substitution in the premises.
	

 	
 	

 
	

Dated	
 	

 Signature
	

 	
 	

(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	

Signature Guaranteed	
 	

 
	

 	
 	

 
	

	
 	

 




A-5









QuickLinks


TABLE OF CONTENTS


PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED Form of Depositary Shares Warrant Agreement

ARTICLE 1 ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

1.1 Issuance of Warrants.

1.2 Execution and Delivery of Warrant Certificates.

1.3 Issuance of Warrant Certificates.

ARTICLE 2 WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

2.1 Warrant Price.

2.2 Duration of Warrants.

2.3 Exercise of Warrants.

ARTICLE 3 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

3.1 No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates.

3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates.

3.3 Holder of Warrant Certificate May Enforce Rights.

3.4 Adjustments.

3.5 Notice to Warrantholders.

3.6 [If the Warrants are subject to acceleration by the Company, insert—Acceleration of Warrants by the Company.

ARTICLE 4 EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

4.1 Exchange and Transfer of Warrant Certificates.

4.2 Treatment of Holders of Warrant Certificates.

4.3 Cancellation of Warrant Certificates.

ARTICLE 5 CONCERNING THE WARRANT AGENT

5.1 Warrant Agent.

5.2 Conditions of Warrant Agent's Obligations.

5.3 Resignation and Appointment of Successor.

ARTICLE 6 MISCELLANEOUS

6.1 Amendment.

6.2 Notices and Demands to the Company and Warrant Agent.

6.3 Addresses.

6.4 Governing Law.

6.5 Delivery of Prospectus.

6.6 Obtaining of Governmental Approvals.

6.7 Persons Having Rights Under Warrant Agreement.

6.8 Headings.

6.9 Counterparts.

6.10 Inspection of Agreement.



EXHIBIT A FORM OF WARRANT CERTIFICATE [Face of Warrant Certificate]