0001047469-03-011087 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • March 31st, 2003 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone)

This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is entered into as of December 30, 2002 (the "Amendment Effective Date") by and between PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED, a Delaware corporation (the "Company"), and STOCKTRANS, INC. (the "Rights Agent") with respect to that certain Rights Agreement, dated as of December 23, 1998 (the "Rights Agreement"), between the Company and the Rights Agent.

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