<PAGE>
 
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 1998

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                          Commission File No. 0-29-092

                PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
            (Exact name of registrant as specified in its charter)

               Delaware                               54-1708481
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)
                                      
    1700 Old Meadow Road Suite 300                      22102
              McLean, VA                              (Zip Code)
    (Address of principal executive
               offices)


                                (703) 902-2800
             (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

     Title of each class           Name of each exchange on which registered
     --------------------          ------------------------------------------ 
     None                                          N/A

         Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X|  No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

      Non-affiliates of Primus Telecommunications Group, Incorporated held
19,693,026 shares of Common Stock as of February 28, 1999. The fair market value
of the stock held by non-affiliates is $215,392,472 based on the sale price of
the shares on February 28, 1999.

      As of February 28, 1999, 28,397,877 shares of Common Stock, par value
$.01, were outstanding.

                      Documents Incorporated by Reference:

      Portions of the definitive Proxy Statement to be delivered to Stockholders
in connection with the Annual Meeting of Stockholders are incorporated by
reference into Part III.

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PART I


ITEM 1.  BUSINESS

General

Primus Telecommunications Group, Incorporated ("Primus" or the "Company"),
organized in 1994, is a facilities-based global telecommunications company that
offers international and domestic long distance, Internet access and data, and
other telecommunications services to business, residential and carrier customers
in North America and in selected markets within both the Asia-Pacific region and
Europe. The Company seeks to capitalize on the increasing demand for
high-quality international telecommunications services resulting from the
globalization of the world's economies and the worldwide trend toward
telecommunications deregulation and the growth of data and Internet traffic.
Primus provides service over its global telecommunications network (the
"Network") that includes (i) 12 international gateway switches in the United
States, Australia, Canada, Germany, Japan, Puerto Rico and the United Kingdom,
(ii) four domestic switches in Australia, (iii) data and Internet access
services in Australia and Canada, (iv) both owned and leased transmission
capacity on undersea and land-based fiber optic cable systems and (v) an
international satellite earth station located in London. Utilizing this Network,
along with resale arrangements and foreign carrier agreements, the Company
provides service to approximately 450,000 customers.

The Company primarily targets customers with significant international long
distance usage, including small- and medium-sized businesses, multinational
corporations, ethnic residential customers and other telecommunications carriers
and resellers. The Company provides competitively priced telecommunications
services, including international and domestic long distance services and
private networks, reorigination services, prepaid and calling cards and
toll-free services, as well as local services in Australia, Puerto Rico and the
United States Virgin Islands, cellular services in Australia, and Internet and
data services in Australia and Canada. The Company markets its services through
a variety of channels, including a direct sales force, independent agents, and
direct marketing.

North America

In the United States, Primus provides long distance services to small- and
medium-sized businesses, multinational corporations, residential customers, and
other telecommunications carriers. The Company operates international gateway
telephone switches in New York City, New Jersey, Washington, D.C., Fort
Lauderdale, Puerto Rico and Los Angeles which are connected with countries in
Europe, Latin America and the Asia-Pacific region through owned and leased
international fiber cable systems. The Company maintains a direct sales
organization to sell to business customers. To reach residential customers, the
Company advertises nationally in ethnic newspapers and other publications,
offering discounted rates for international calls to targeted countries. The
Company also utilizes independent agents to reach and enhance sales to both
business and residential customers and has established a direct sales force for
marketing international services to other telecommunications carriers. The
Company maintains a national customer service center in Florida, staffed with
multilingual representatives, and operates a 24-hour global network management
center in Virginia that monitors the Network. In addition to international long
distance services, the Company provides local service in Puerto Rico and the
United States Virgin Islands.

In Canada, Primus provides long distance services to small- and medium-sized
businesses, residential customers, and other telecommunications carriers and has
sales and customer service offices in Vancouver, Toronto and Montreal. Primus
operates international gateway switches in Toronto and Vancouver, maintains
points of presence in Ottawa, Montreal, Calgary and leases inter-exchange
circuits in Canada. In February 1999, Primus acquired GlobalServe
Communications, Inc., an Internet service provider based in Toronto and now
offers Internet services in Canada.


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Asia-Pacific

Primus is the fourth-largest long distance company in Australia, providing
domestic and international long distance services, data and Internet services,
as well as local and cellular services on a resale basis, to small- and
medium-sized business customers, multinational corporations, and ethnic
residential customers. In 1997, the Company installed and began operating a
five-city switched network using Northern Telecom switches in Sydney, Melbourne,
Perth, Adelaide, and Brisbane. This has since been expanded to include points of
presence in twenty-five additional cities. The Company purchased international
fiber cable capacity and has linked the Australian network to the United States
via the TPC-5, APCN, and Jasaurus cable systems, as well as to New Zealand.
Primus became a fully licensed facilities-based telecommunications carrier in
July 1997. In August 1997, equal access was introduced in Australia, and Primus
began the process of migrating and connecting customers directly to its own
network. Primus markets its services through a combination of direct sales to
small- and medium-sized business customers and large corporations, independent
agents which market to business and residential customers, and media advertising
aimed at ethnic residential customers who make a high volume of international
calls. The Company operates 24-hour customer service and a network management
centers in Australia.

In March 1998 the Company purchased a 60% interest in Hotkey Internet Services
Pty., Ltd., an Australia-based Internet service provider and in February 1999
purchased the remaining 40%. In March 1998, the Company purchased all of the
outstanding stock of Eclipse Data Services Pty., Ltd., an Australia-based data
communications service provider. These strategic acquisitions positioned the
Company to offer a complete range of voice and data services, as well as
Internet access, to its customers.

Primus also entered the Japanese market in late 1997 through the acquisition of
Telepassport Network KK. Primus maintains an office in Tokyo and a Northern
Telecom switch to provide international calling services to resellers and small
businesses. In March 1999, Primus Telecommunications K.K. ("Primus Japan")
received a Type I carrier license in Japan that allows Primus Japan to
construct, own and operate telecommunications facilities in Japan.

Europe

Primus is a fully licensed carrier in the United Kingdom, Germany and France and
provides national and international long distance services to residential and
business customers and other telecommunications carriers in the United Kingdom
and Germany. In the United Kingdom, Primus operates an Ericsson AXE-10
international gateway switch in London that is directly connected to the United
States and continental Europe. The Company has also completed construction of an
Intelsat earth station that will enable the Company to carry voice, data and
Internet traffic to and from countries in the Indian Ocean/Southeast Asia
region. Primus maintains both a 24-hour customer service call center and a
network management center in London. Primus markets its services using a
combination of direct sales representatives, independent agents, and direct
media advertising primarily.

In Germany, Primus has been awarded a switched voice telephone license and
operates an Ericsson AXE-10 international gateway switch in Frankfurt, Germany.
Primus has begun marketing its services in Germany through carrier and retail
direct sales forces in Munich, Frankfurt, Hamburg and Berlin and to residential
customers through affinity marketing agreements.

In France, Primus has been awarded a switched voice license and is currently
installing and interconnecting an Ericsson AXE-10 international gateway switch
in Paris.

Primus Strategy

Primus' objective is to become a leading global provider of international and
domestic long distance voice, Internet, data and other services. Key elements of
Primus' strategy to achieve this objective include:

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o     Focus on Customers with Significant International Long Distance Usage. The
      Company primarily targets customers with significant international long
      distance usage, including small- and medium-sized businesses,
      multinational corporations, ethnic residential customers and other
      telecommunications carriers and resellers. The Company believes that the
      international long distance market is attractive due to its size and its
      higher revenue per minute, gross margin and expected growth rate as
      compared to the domestic long distance market.

o     Pursue Early Entry into Selected Deregulating Markets. Primus seeks to be
      an early entrant into selected deregulating telecommunications markets
      where it believes there is significant demand for international long
      distance services as well as substantial growth and profit potential. The
      Company believes that early entrance into deregulating markets provides it
      with competitive advantages as it develops sales channels, establishes
      customer base, hires personnel experienced in the telecommunications
      industry and achieves name recognition. Primus intends to concentrate its
      immediate expansion plans in those markets that are more economically
      stable and are experiencing more rapid deregulation, such as continental
      Europe and Canada. Subsequently, the Company expects to expand in
      additional markets including Japan, other parts of the Asia-Pacific region
      and Latin America.

o     Expand Global Network. By constructing and expanding the Network, the
      Company has been able to reduce operating costs, improve service
      reliability and increase flexibility to introduce new services. Primus
      expects that continued strategic development of its Network will continue
      to reduce transmission costs, improve gross margins, reduce reliance on
      other carriers and provide more efficient Network utilization. The Company
      owns its own switching facilities, a satellite earth station, and fiber
      optic cable capacity on an end-to-end basis.

o     Expand Service Offerings to Become a Full-Service Carrier in Selected
      Deregulating Markets. The Company typically enters markets which are in
      the initial stages of deregulation by first providing international long
      distance services and, as the market deregulates further, by expanding its
      portfolio of service offerings within the particular market. In an effort
      to attract larger business customers in multiple markets, the Company
      intends to offer a broad array of services (including long distance voice,
      cellular, Internet and data services) in approximately ten markets. The
      Company believes that international long distance generally offers
      attractive margins in markets in the early stage of deregulation and
      provides a platform for expanding its service offerings to its customers.

o     Provide Transmission for Internet and Data Services. The Company plans to
      offer satellite-based broadband transmission capacity to post, telephone &
      telegraph operators ("PTTs"), other telecommunications carriers and
      Internet service providers ("ISPs") principally serving developing
      countries. The Company is focusing these services on developing countries
      due to their limited capacity to handle their rapidly growing Internet and
      data traffic. Once operational, the Company's satellite earth station in
      London will enable it to offer such Internet and data transmission service
      in the Indian Ocean/Southeast Asia region.

o     Deliver a Broad Selection of Quality Services at Competitive Prices.
      Management believes that the Company delivers high quality services at
      competitive prices and provides a high level of customer service. The
      Company intends to maintain a low-cost structure in order to offer its
      customers international and domestic long distance services priced below
      that of major carriers in its principal markets of operation. In addition,
      the Company intends to continue to maintain strong customer relationships
      through the use of trained and experienced sales and service
      representatives and through the provision of customized billing services.
      By also offering a broad selection of services, including cellular, data,
      Internet and other value-added services, the Company believes it can
      bundle services for customers and reduce per customer sales and marketing
      costs and customer turnover.

o     Growth through Selected Acquisitions, Joint Ventures and Strategic
      Investments. As part of its business strategy, the Company frequently
      evaluates potential acquisitions, joint ventures and strategic
      investments. The Company views acquisitions, joint ventures and strategic
      investments as means to enter additional markets, add 


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      new services and expand its operations within existing markets. Potential
      candidates include voice and data service providers and ISPs with an
      established customer base, complementary operations, telecommunications
      licenses, experienced management, or network facilities.

Services

Primus offers a broad array of telecommunications services through its own
Network and through interconnection with the networks of other carriers.

The Company offers the following services:

      International and Domestic Long Distance. The Company provides
      international long distance voice services terminating in approximately
      230 countries, and provides domestic long distance voice services within
      the countries in which it operates. Access methods required to originate a
      call vary according to regulatory requirements and existing domestic
      telecommunications infrastructure.

      Internet and Data Services. In Australia, the Company is a nationwide ISP
      and offers asynchronous transfer mode and frame relay data services
      through its own Network. In Canada, the Company offers Internet access
      services through its February 1999 acquisition of GlobalServe
      Communications, Inc. Once operational, the Company's satellite earth
      station in London will enable it to offer Internet and data transmission
      services in the Indian Ocean/Southeast Asia region.

      Private Network Services. In selected countries, the Company designs and
      implements international private network services that may be used for
      voice, data, Internet and video applications.

      Toll-free  Services.  The  Company  offers  domestic  and  international
      toll-free services within selected countries.

      Prepaid and Calling Cards. The Company offers prepaid and calling cards
      that may be used by customers for domestic and international telephone
      calls both within and outside of their home country.

      Reorigination Services. In selected countries, the Company provides call
      reorigination services which allow non-United States country to country
      calling to originate from the United States, thereby taking advantage of
      lower United States accounting rates.

      Cellular  Services.  The  Company  offers  analog and  digital  cellular
      services in Australia through resale arrangements.

      Local Switched Services. The Company currently provides local service on a
      resale basis in Australia, Puerto Rico and the United States Virgin
      Islands. In the future, the Company intends to expand its provision of
      local service on a resale basis as part of its "multi-service" marketing
      approach, subject to commercial feasibility and regulatory limitations.


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Network

The Company believes that the continued strategic development of its global
telecommunications network allows it to control both the quality and cost of the
telecommunications services it provides to its customers. Increased usage of the
Company's Network has and will continue to reduce transmission and other
operating costs and reduce reliance on other carriers. The Company's Network
consists of (i) a global backbone network connecting gateway switches in its
primary service regions, (ii) a domestic long distance network presence within
certain countries, (iii) a combination of owned and leased transmission
facilities, resale arrangements and foreign carrier agreements.

The Company's Network consists of 16 carrier-grade switches, including 12
international gateway switches (two in the New York city area, and one each in
Los Angeles, Washington, D.C., Ft. Lauderdale, Toronto, Vancouver, London,
Frankfurt, Sydney, Tokyo and Puerto Rico), and four domestic switches in
Australia (Melbourne, Brisbane, Perth and Adelaide). The Company also currently
operates approximately 25 points of presence in other major metropolitan areas
in its service regions. Additionally, the Company operates data and Internet
access switches and points of presence in Canada and Australia and has completed
the construction of a satellite earth station in London. Each of the
international gateway switches is connected to the domestic and international
networks of both the Company and other carriers in each country.

During 1998 the Company entered into an agreement to purchase $20 million of
fiber capacity from Qwest Communications, Inc. which provides connections among
the United States gateway switches and future United States points of presence.
The Company expects such purchase to reduce its network cost structure and
provide improved service to customers on its high traffic routes.

The Company's international fiber network is comprised of a combination of owned
and leased international fiber optic cable capacity. When traffic volumes
increase and such commitments are cost effective, the Company either purchases
lines or leases lines on a longer-term basis at a fixed cost or acquires
economic interests in such transmission capacity.

In selected countries where competition with the traditional incumbent PTTs is
limited or is not currently permitted, the Company has entered into foreign
carrier agreements with PTTs or other service providers which permit the Company
to provide traffic into and receive return traffic from these countries. The
Company has existing foreign carrier agreements with PTTs in Cyprus, Greece,
India, Iran, Italy and New Zealand, and additional agreements with other foreign
carriers in other countries.

Customers

As of December 31, 1998, the Company had approximately 450,000 customers. Set
forth below is a description of the customer base:

Businesses. The Company's business sales and marketing efforts target small- and
medium-sized businesses with significant international long distance traffic.
More recently with the development of its global Network, the Company has also
targeted larger multinational businesses. In an effort to attract these larger
customers in multiple markets, the Company intends to offer a broad array of
services around the world. The Company believes that business users are
attracted to Primus due to its significant price savings compared to first-tier
carriers and its personalized approach to customer service and support,
including customized billing and bundled service offerings.

Residential Consumers. The Company's residential sales and marketing strategy
targets ethnic residential consumers who generate high international traffic
call volumes. The Company believes that such customers are attracted to Primus
because of significant price savings as compared to first-tier carriers,
simplified pricing structure, and multilingual customer service and support.


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Telecommunications Carriers and Resellers. The Company competes for the business
of other telecommunications carriers and resellers primarily on the basis of
price and service quality. Sales to other carriers and resellers help the
Company maximize the utilization of the Network and thereby reduce the Company's
fixed costs per minute of use.

Sales and Marketing

The Company markets its services through a variety of sales channels, as
summarized below:

Direct Sales Force. The Company's direct sales force is comprised of full-time
employees who focus on business customers with substantial international
traffic, including multinational businesses. The Company also employs full-time
direct sales representatives focused on ethnic residential consumers and direct
sales representatives who sell services to other telecommunications carriers and
resellers. Direct sales personnel generally are compensated with a base salary
plus commissions.

The Company's direct sales efforts are organized into regional sales offices.
The Company currently has offices in New York City, South Florida, Tampa,
Washington, D.C., Puerto Rico, St. Thomas, Montreal, Toronto, Vancouver, Mexico
City, London, Frankfurt, Munich, Hamburg, Berlin, Melbourne, Sydney, Adelaide,
Brisbane, Perth and Tokyo.

Agents and Independent Sales Representatives. The Company supplements its direct
sales efforts with agents and independent sales representatives. These agents
and representatives, who typically focus on small- and medium-sized businesses,
as well as ethnic residential consumers, are generally paid commissions based on
long distance revenue generated.

Media and Direct Mail. The Company uses a variety of print, television and radio
to increase brand recognition and generate new customers. The Company reaches
ethnic residential consumers by print, media advertising campaigns in ethnic
newspapers, and on select radio and television programs.

Competition

The international telecommunications industry is highly competitive and
significantly affected by regulatory changes, marketing and pricing decisions of
the larger industry participants and the introduction of new services made
possible by technological advances. The Company believes that telecommunications
service providers compete on the basis of price, customer service, product
quality and breadth of services offered. In each country of operation, the
Company has numerous competitors. The Company believes that as the international
telecommunications markets continue to deregulate, competition in these markets
will increase, similar to the competitive environment that has developed in the
United States following the AT&T divestiture in 1984. Prices for long distance
calls in the markets in which the Company competes have declined historically
and are likely to continue to decrease. Many of the competitors are
significantly larger, have substantially greater financial, technical and
marketing resources and larger networks than the Company.

The following is a brief summary of the competitive environment in selected
countries within each of the Company regions of service:

North America. In the United States, which is the most competitive and among the
most deregulated long distance markets in the world, competition is based upon
pricing, customer service, network quality, and the ability to provide
value-added services. AT&T is the largest supplier of long distance services,
with MCI Worldcom and Sprint being the next largest providers. In the future,
under provisions of recently enacted federal legislation, the Company
anticipates that it will also compete with Regional Bell Operating Companies
("RBOCs"), Local Exchange Carriers ("LECs") and ISPs in providing domestic and
international long distance services. 


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The Canadian telecommunications market is highly competitive and is dominated by
a few established carriers whose marketing and pricing decisions have a
significant impact on industry participants.

Asia-Pacific. Australia is one of the most deregulated and competitive
telecommunications markets in the Asia-Pacific region. The Company's principal
competitors in Australia are Telstra, the dominant carrier, Optus, AAPT and a
number of switchless resellers. The Company competes in Australia by offering a
comprehensive portfolio of competitively priced products and services, including
value-added services, and by providing superior customer service and support.
The Company believes that competition in Australia will increase as more
companies are awarded carrier licenses in the future. The Company's principal
competitor in Japan is KDD, the dominant international carrier, as well as Japan
Telecom, IDC and a number of second-tier carriers.

Europe. The Company's principal competitors in the United Kingdom are British
Telecom, the dominant supplier of telecommunications services in the United
Kingdom, Cable & Wireless Communications and a group of second-tier carriers.
The Company's principal competitor in Germany is Deutsche Telekom, the dominant
carrier. The Company also faces competition from other licensed public telephone
operators that are constructing their own facilities-based networks, cable
companies and switch-based resellers. The Company competes in Europe by offering
competitively priced bundled and stand-alone services and personalized customer
service.

Government Regulation

As a global telecommunications company, Primus is subject to varying degrees of
regulation in each of the jurisdictions in which it provides its services. Local
laws and regulations, and the interpretation of such laws and regulations,
differ significantly among the jurisdictions in which the Company operates.
Regulation of the telecommunications industry is changing rapidly both
domestically and globally. Although the Company believes that these changes,
which include deregulation, will create opportunities for new entrants in the
telecommunications service industry, there can be no assurance that these
changes will benefit the Company.

United States. In the United States, the Company's services are subject to the
provisions of the Communications Act of 1994 as amended by the 1996
Telecommunications Act (the "Communications Act") and the Federal Communications
Commission ("FCC") regulations thereunder, as well as the applicable laws and
regulations of the various states.

As a carrier offering services to the public, the Company must comply with the
requirements of common carriage under the Communications Act, including the
offering of service on a non-discriminatory basis at just and reasonable rates
and obtaining FCC approval prior to any assignment of authorizations or any
transfer of de jure or de facto control of the Company. The Company is
classified as a non-dominant common carrier for domestic service and is not
required to obtain specific prior FCC approval to initiate or expand domestic
interstate services.

International common carriers, including the Company, are required to obtain
authority under Section 214 of the Communications Act and file a tariff
containing the rates, terms, and conditions applicable to their services prior
to initiating their international telecommunications services. The Company has
obtained all required authorizations from the FCC to use, on a facilities and
resale basis, various transmission media for the provision of international
switched services and international private line services.

In addition to the general common carrier principles, the Company must conduct
its international business in compliance with the FCC's international
settlements policy, the rules that establish the permissible boundaries for
U.S.-based carriers and their foreign correspondents to settle the cost of
terminating each other's traffic over their respective networks. The Company
intends, where possible, to take advantage of lowered accounting rates and
flexible arrangements. The Company cannot predict how the FCC will resolve
pending international policy issues or how such resolutions will affect its
international business.

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The Company's intrastate long distance operations are subject to various state
laws and regulations including, in most jurisdictions, certification and tariff
filing requirements. The Company has received the necessary certificate and
tariff approvals to provide intrastate long distance service in 48 states. The
Company is subject to a variety of tariffing, filing, and reporting requirements
imposed on authorized carriers by state public service commissions ("PSCs").
PSCs also regulate access charges and other pricing for telecommunications
services within each state. The RBOCs and other LECs have been seeking reduction
of state regulatory requirements, including greater pricing flexibility that, if
granted, could subject the Company to increased price competition.

Regulation of the telecommunications industry is changing rapidly both
domestically and globally. The FCC is considering a number of international
service issues in the context of several policy rulemaking proceedings and in
response to specific petitions and applications filed by other international
carriers. The Company is unable to predict how the FCC will resolve the pending
international policy issues or how such resolution will affect its international
business. In addition, the World Trade Organization during 1997 reached a
68-nation agreement on telecommunications services (the "WTO Agreement"), which
reflects efforts to dismantle government-owned telecommunications monopolies
throughout Europe and Asia. Although the Company believes that these
deregulation efforts will create opportunities for new entrants in the
telecommunications service industry, there can be no assurance that the
agreement will be implemented in a manner that would benefit the Company.

Canada. Telecommunications carriers are regulated generally by the Canadian
Radio-Television and Telecommunications Commission which has recently
established a new competitive regulatory framework governing the international
segment of the long distance market, eliminating certain barriers to
competition, consistent with Canada's commitments to the WTO Agreement. As a
result, full facilities-based resale competition has been introduced in the
provision of international services in Canada during October 1998, coincident
with the elimination of traffic routing limitations on switched hubbing through
the United States.

Australia. The provision of the Company's services is subject to federal
regulation. Two primary instruments of regulation have been the
Telecommunications Act 1991 and federal regulation of anti-competitive practices
pursuant to the Trade Practices Act 1974. The regulatory climate changed in July
1997 with the implementation of the Telecommunications Act of 1997 (the "Telecom
Act"). These latest changes to the regulatory framework have been described by
the Australian Government as the achievement of the Government's long term
objective of an internationally competitive telecommunications industry in
Australia through full and open competition.

The Company is licensed under the Telecom Act to own and operate transmission
facilities in Australia. Under the new regulatory framework, the Company does
not require a carriage license in order to supply carriage services to the
public using network facilities owned by another carrier. Instead, with respect
to carriage services, the Company must comply with legislated "service provider"
rules contained in the Telecom Act covering matters such as compliance with the
Telecom Act, operator services, regulation of access, directory assistance,
provision of information to allow maintenance of an integrated public number
database, and itemized billing.

Also, in connection with the Telecom Act, two federal regulatory authorities now
exercise control over a broad range of issues affecting the operation of the
Australian telecommunications industry. The Australian Communications Authority
("ACA") is the authority regulating matters including the licensing of carriers
and technical matters, and the Australian Competition and Consumer Commission
("ACCC") has the role of promoting competition and consumer protection. The
Company will be required to comply with the terms of its own licenses and will
be subject to the regulatory control of the ACA and the ACCC.


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<PAGE>
 
Japan. The Company's services in Japan are subject to regulation by the Japanese
Telecom Ministry under the Japanese Telecom Law. During 1998, the Company
operated in Japan under a Special Type II business license which allowed and
still allows it to provide telecommunications services over international
circuits leased from another carrier and domestic service over leased circuits.
The Company received a Type I business license in March 1999 which allows the
Company to provide telecommunications services using its own facilities.

United Kingdom. The Company's services are subject to the provisions of the
United Kingdom Telecommunications Act of 1984. The Secretary of State for Trade
and Industry, acting on the advice of the United Kingdom Department of Trade and
Industry is responsible for granting United Kingdom telecommunications licenses,
while the Director General of Telecommunications and the Office of
Telecommunications ("Oftel") are responsible for enforcing the terms of such
licenses. Oftel attempts to promote effective competition both in networks and
in services to redress anti-competitive behavior. Oftel has imposed mandatory
rate reductions on British Telecom in the past, that are expected to continue
for the foreseeable future, and these have had, and may continue to have, the
effect of reducing the prices the Company can charge its customers.

Germany. The German Telecom Act liberalized all telecommunications activities as
of January 1, 1998. Under the German Telecom Act, companies that desire to
connect with Deutsche Telekom's network must enter into an interconnection
agreement with the regulated interconnection tariffs. The Company entered into
such an agreement with Deutsche Telekom in February 1998. Subsequently, Deutshce
Telekom exercised its option to terminate its current interconnection agreement
with the Company effective at the end of 1999 and has commenced renegotiations.
There can be no assurance that a revised interconnection agreement with Deutsche
Telekom or the regulatory environment in Germany will allow the Company to
continue to provide competitively priced telecommunications services.

Acquisitions

On March 31, 1999, the Company purchased the common stock of London Telecom 
Network, Inc. and certain related entities that provide long distance 
telecommunications services in Canada (the "LTN Companies"), for approximately 
$36 million in cash (including payments made in exchange for certain 
non-competition agreements). In addition, on March 31, 1999, the Company entered
into an agreement to purchase for $14 million in cash substantially all of the
operating assets of Wintel CNC Communications Inc. and Wintel CNT Communications
Inc. (the "Wintel Companies"), which are Canada-based long distance
telecommunications providers affiliated with the LTN Companies. The purchase of
the assets of the Wintel Companies is expected to close in early May 1999. If
the LTN Companies and the Wintel Companies collectively achieve certain
financial goals during the first half of 1999, the Company has agreed to pay up
to an additional $4.6 million in cash.

In February 1999 the Company acquired GlobalServe Communications, Inc.,
("GlobalServe") a privately held Internet services provider ("ISP") based in
Toronto, Canada. The purchase price of approximately $4.2 million was comprised
of $2.1 million in cash and 142,806 shares of the Company's common stock. As a
result of the acquisition, the Company now serves approximately 30,000 Internet
customers in Canada.

In June 1998 the Company acquired TresCom International, Inc. ("TresCom"), a
long distance telecommunications carrier focused on international long distance
traffic originating in the United States and terminating in the Caribbean and
Central and South America regions. As a result of the acquisition, all of the
approximately 12.7 million TresCom shares outstanding were exchanged for
approximately 7.8 million shares of the Company's common stock valued at
approximately $138 million.

In March 1998 the Company acquired all of the outstanding stock of Eclipse
Telecommunications Pty., Ltd. ("Eclipse"), a data communications provider in
Australia. The purchase price was approximately $1.8 million in cash and 27,500
shares of the Company's Common Stock.


                                       10

<PAGE>
 
In March 1998 the Company purchased a 60% controlling interest in Hotkey
Internet Services Pty., Ltd. ("Hotkey"), a Melbourne, Australia-based Internet
service provider, for approximately $1.3 million. In February 1999, the Company
purchased the remaining 40% of Hotkey for approximately $1.1
million.

Employees

The following table summarizes the number of full-time employees of the Company
as of December 31, 1998, by operating region and classification:

                                    North     Asia-
                                   America   Pacific   Europe    Total
                                   -------   -------   ------    -----
Management and Administrative         97        59       13       169
Sales and Marketing                  181       122       24       327
Customer Service and Support          85        63       31       179
Technical                            101        91       22       214
                                     ---        --       --       ---
            Total                    464       335       90       889
                                     ===       ===       ==       ===

The Company has never experienced a work stoppage, and none of its employees are
represented by a labor union or covered by a collective bargaining agreement.
The Company considers its employee relations to be excellent.


I
TEM 2. PROPERTIES

The Company currently leases its corporate headquarters offices that are located
in McLean, Virginia. Additionally, the Company also leases administrative,
technical and sales office space, as well as space for its switches, in various
locations in the countries in which it operates, including the United States,
Australia, the United Kingdom, Canada, Japan, Mexico, Germany and France. Total
leased space approximates 240,000 square feet and the total annual lease costs
are approximately $5.3 million. The operating leases expire at various times
through 2008. Management believes that the Company's present administrative and
sales office facilities are adequate for its anticipated operations and that
similar space can readily be obtained as needed. The Company believes the
current leased facilities to house the communications equipment are adequate.
However, as the Company's network of switches grows, the Company expects to
lease additional locations to house the new equipment.


ITEM 3. LEGAL PROCEEDINGS

The Company is from time to time involved in litigation incidental to the
ordinary course of the conduct of its business. The Company believes the outcome
of pending legal proceedings to which the Company is a party will not have a
material adverse effect on the Company's business, financial condition, results
of operations, or cash flows.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.



PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common Stock


                                       11

<PAGE>
 
The Company's Common Stock trades on the Nasdaq Stock Market under the symbol
"PRTL". The following table sets forth, for the period indicated, the high and
low sales prices of the Company's Common Stock.

Period
- -------                                     High           Low
                                            ----           ----
1997
1st Quarter                               $17             $7 3/8
2nd Quarter                               $11 1/8         $7 1/8
3rd Quarter                               $10 5/8         $7 5/8
4th Quarter                               $16 5/8         $10

1998
1st Quarter                               $31 1/4         $14 3/4
2nd Quarter                               $30 7/8         $14 5/8
3rd Quarter                               $28             $5 3/8
4th Quarter                               $16 3/4         $5 1/4

Dividend Policy

The Company has not paid any cash dividends on its Common Stock to date. The
payment of dividends, if any, in the future is within the discretion of the
Board of Directors and will depend on the Company's earnings, its capital
requirements and financial condition. Dividends are currently restricted by the
senior note indentures, and may be restricted by other credit arrangements
entered into in the future by the Company. It is the present intention of the
Board of Directors to retain all earnings, if any, for use in the Company's
business operations, and accordingly, the Board of Directors does not expect to
declare or pay any dividends in the foreseeable future.

Holders

As of February 28, 1999, the Company had approximately 182 holders of record of
its Common Stock. The Company believes that it has in excess of 400 beneficial
owners.


ITEM 6. SELECTED FINANCIAL DATA

The following sets forth selected consolidated financial data of the Company for
the years ended December 31, 1998, 1997, 1996, and 1995 and from inception to
December 31, 1994 as derived from the historical financial statements of the
Company:


<TABLE>
<CAPTION>
Statement of Operations Data:                 For the Period Ended December 31,
                                     ------------------------------------------------------
                                       1998       1997        1996        1995       1994
                                     ---------  ---------  ----------   ---------  --------
                                             (in thousands except per share data)
<S>                                <C>          <C>          <C>          <C>        <C>  
Net revenue                        $ 421,628    $ 280,197    $ 172,972    $ 1,167    $   0
Gross margin (deficit)             $  68,612    $  27,466    $  14,127    $  (217)   $   0
Selling, general, administrative
expenses                           $  79,532    $  50,622    $  20,114    $ 2,024    $ 557
Loss from operations               $ (35,105)   $ (29,889)   $  (8,151)   $(2,401)   $(569)
Net loss                           $ (63,648)   $ (36,239)   $  (8,764)   $(2,425)   $(577)
Basic and diluted net loss per
share                              $   (2.61)   $   (1.99)   $   (0.75)   $ (0.48)   $(0.22)

<CAPTION>
Balance Sheet Data:                                 As of December 31,
                                -------------------------------------------------------
                                  1998         1997         1996        1995      1994
                                ---------    ---------   ---------     ------    ------
</TABLE>



                                       12

<PAGE>
 

<TABLE>
<CAPTION>
                                                      (in thousands)
<S>                             <C>          <C>          <C>          <C>        <C>  
Total assets                    $673,963     $355,393     $135,609     $5,042     $ 487
Total long term obligations     $420,174     $231,211     $ 17,248     $  528     $  13
Total stockholders' equity
(deficit)                       $114,917     $ 42,526     $ 76,440     $2,562     $ (71)
</TABLE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS OVERVIEW

Overview

Primus is a facilities-based global telecommunications company that offers
international and domestic long distance, Internet access and data, and other
telecommunications services to business, residential and carrier customers in
North America and in selected markets within both the Asia-Pacific region and
Europe. The Company seeks to capitalize on the increasing demand for
high-quality international telecommunications services resulting from the
globalization of the world's economies and the worldwide trend toward
telecommunications deregulation and the growth of data and Internet traffic.
Primus provides service over its Network which includes (i) 12 international
gateway switches in the United States, Australia, Canada, Germany, Japan, Puerto
Rico and the United Kingdom, (ii) four domestic switches in Australia, (iii)
data and Internet access switches in Australia and Canada, (iv) both owned and
leased transmission capacity on undersea and land-based fiber optic cable
systems and (v) an international satellite earth station located in London.
Utilizing this Network, along with resale arrangements and foreign carrier
agreements, the Company provides service to approximately 450,000 customers.

Net revenue is earned based on the number of minutes billable by the Company and
is recorded upon completion of a call, adjusted for sales allowance. The Company
generally prices its services at a savings compared to the major carriers
operating in each country. The Company's net revenue is derived from carrying a
mix of business, residential and carrier long distance voice traffic, data and
Internet traffic in Australia and Canada, and, in Australia, also from provision
of local and cellular services.

Cost of revenue is primarily comprised of costs incurred from other domestic and
foreign telecommunications carriers to originate, transport and terminate calls.
The majority of the Company's cost of revenue is variable, based upon the number
of minutes of use, with transmission and termination costs being the Company's
most significant expense. As the Company increases the portion of traffic
transmitted over its leased or owned facilities, fixed costs as a percentage of
cost of revenue will proportionately increase.

Although the Company's functional currency is the United States dollar, a
significant portion of the Company's net revenue is derived from its sales and
operations outside the United States. In the future, the Company expects to
continue to derive a significant portion of its net revenue and incur a
significant portion of its operating costs outside the United States; therefore,
changes in foreign currency exchange rates may have a significant effect on the
Company's results of operations. The Company historically has not engaged in
hedging transactions and does not currently contemplate engaging in hedging
transactions.

Other Operating Data

The following information for the year ended December 31, 1998 is provided for
informational purposes and should be read in conjunction with the Consolidated
Financial Statements and Notes.


                                       13

<PAGE>
 
                                               Minutes of Long Distance Use
                            Net         ----------------------------------------
                           Revenue      International     Domestic       Total
                          ---------     -------------   -----------    ---------
                                                (in thousands)
North America             $ 188,008        539,749        215,860        755,609
Asia-Pacific                172,757        119,727        284,654        404,381
Europe                       60,863        193,866         71,712        265,578
                          ---------      ---------      ---------      ---------
Total                     $ 421,628        853,342        572,226      1,425,568
                          =========      =========      =========      =========

Results of operations for the year ended December 31, 1998 as compared to the
year ended December 31, 1997

Net revenue increased $141.4 million or 51% to $421.6 million for the year ended
December 31, 1998, from $280.2 million for the year ended December 31, 1997. Of
the net revenue increase, $113.7 million was associated with the Company's North
American operations, which represents a growth rate of approximately 153%. The
growth reflects increased traffic volumes in business and ethnic residential
retail operations and in carrier operations, and includes operations of TresCom
(since the June 9, 1998 acquisition), and a full year's results of the acquired
Canadian operations and the acquired operations of TelePassport L.L.C./USFI,
Inc. The European net revenue increased from $22.7 million for the year ended
December 31, 1997 to $60.9 million for the year ended December 31, 1998,
resulting from increased retail business and residential traffic and the
addition of carrier services, both in the United Kingdom and Germany. The
Company's Asia-Pacific net revenue decreased by $10.3 million or 5.7% to $172.8
million for the year ended December 31, 1998 from $183.1 million for the year
ended December 31, 1997 primarily resulting from a 13% decrease in the
Australian dollar average exchange rate. Net revenue of the Australian
operations, in Australian dollar terms, grew 7% to Australian $259.5 million as 
a result of increased retail business and residential traffic growth and the
addition of data and Internet services.

Cost of revenue increased $100.3 million, from $252.7 million, or 90.2% of net
revenue, for the year ended December 31, 1997 to $353.0 million, or 83.7% of net
revenue, for the year ended December 31, 1998. The increase in the cost of
revenue is primarily attributable to the increased traffic volumes and
associated net revenue growth. The cost of revenue as a percentage of net
revenue decreased by 650 percentage points as a result of expansion of the
Company's global Network, the continuing migration of existing and newly
generated customer traffic onto the Company's Network, and new higher margin
product offerings such as data and Internet services.

Selling, general and administrative expenses increased $28.9 million to $79.5
million for the year ended December 31, 1998 from $50.6 million for the year
ended December 31, 1997. The increase is attributable to the addition of
expenses from acquired operations including TresCom, Hotkey, Eclipse and the
Canadian operations, the hiring of additional sales and marketing staff and
network operations personnel and increased advertising and promotional expenses
associated with the Company's residential marketing campaigns.

Depreciation and amortization increased from $6.7 million for the year ended
December 31, 1997 to $24.2 million for the year ended December 31, 1998. The
increase is associated with increased amortization expense related to intangible
assets arising from the Company's acquisitions and with increased depreciation
expense related to capital expenditures for fiber optic cable, switching and
other network equipment being placed into service.

Interest expense increased to $40.0 million for the year ended December 31, 1998
from $12.9 million for the year ended December 31, 1997. The increase is
primarily attributable to the interest expense associated with the Company's
July 1997 $225 million 11 3/4% senior notes offering, due 2004, ("1997 Senior
Notes") and the Company's May 1998 $150 million 9 7/8% senior notes offering,
due 2008, ("1998 Senior Notes") and, to a lesser extent, the Company's Bank
Revolving Credit Facility and additional capital lease financing.


                                       14

<PAGE>
 
Interest income increased from $6.2 million for the year ended December 31, 1997
to $11.5 million for the year ended December 31, 1998. The increase is a result
of the investment of the net proceeds of the Company's 1998 and 1997 Senior Note
offerings.

Results of operations for the year ended December 31, 1997 as compared to the
year ended December 31, 1996

Net revenue increased $107.2 million or 62%, from $173.0 million for the year
ended December 31, 1996 to $280.2 million for the year ended December 31, 1997.
Of the increase, $57.8 million was associated with the Company's North American
operations and reflects a growth rate in excess of 300%. The growth is a result
of increased traffic volumes in carrier operations and, to a lesser extent, in
ethnic residential and business customer traffic. Additionally, the purchases of
the Company's Canadian operations in April 1997 and those of Telepassport/USFI
in October 1997 contributed to the year-over-year net revenue growth. The
Asia-Pacific operations contributed $31.9 million to the year-over-year net
revenue growth, resulting in part from the residential customer marketing
campaigns commenced in early 1997. The 1997 results also reflect a full year of
the Australian operations as compared to ten months in 1996 as a result of the
March 1, 1996 acquisition of these operations. The Asia-Pacific net revenue
growth was negatively impacted by weakness in the Australian dollar during 1997
as compared to 1996. The European net revenue growth of $17.6 million, a
year-over-year growth rate in excess of 300%, came from the expansion into the
United Kingdom carrier marketplace during the third quarter of 1997 and
continued growth in the ethnic residential and business marketplaces.

Cost of revenue increased $93.9 million, from $158.8 million, or 91.8% of net
revenue, for the year ended December 31, 1996 to $252.7 million, or 90.2% of net
revenue, for the year ended December 31, 1997. The increase in the cost of
revenue is a direct reflection of the increase in traffic volumes. The decrease
in the cost of revenue as a percentage of net revenue reflects the investments
made by the Company in its global Network and the associated migration of
customer traffic onto the Network, particularly in Australia with the advent of
equal access in the second half of 1997.

Selling, general and administrative expenses increased $30.5 million, from $20.1
million to $50.6 million for the year ended December 31, 1997, as compared to
the year ended December 31, 1996. The increase is attributable to the hiring of
additional sales and marketing staff, and operations and engineering personnel
to operate the Company's global Network; the addition of the Canadian and
Telepassport/USFI operations; a full year of the Company's Australian operations
versus ten months in the prior year; and increased advertising and promotional
expenses associated with the Company's residential marketing campaigns.

Depreciation and amortization increased from $2.2 million for the year ended
December 31, 1996 to $6.7 million for the year ended December 31, 1997. The
majority of the increase is associated with capital expenditures for
international fiber, telephone switches and related transmission equipment being
placed into service. Additionally, amortization expense increased as a result of
the intangible assets associated with the Company's acquisitions during 1997.

Interest expense increased from $0.9 million for the year ended December 31,
1996 to $12.9 million for the year ended December 31, 1997. The increase is
attributable to the interest expense associated with the Company's 1997 Senior
Notes.

Interest income increased from $0.8 million for the year ended December 31, 1996
to $6.2 million for the year ended December 31, 1997. The increase is due to
investment of the net proceeds from the Company's 1997 Senior Notes and the
$54 million net proceeds from its November 1996 initial public equity offering.

Other income (expense) for the years ended December 31, 1997 and 1996 is the
result of foreign currency transaction gains/losses on Australian
dollar-denominated debt incurred by the Company for its acquisition of its


                                       15

<PAGE>
 
Australian operations, due to the fluctuations of the Australian dollar against
the United States dollar during each year. This debt was paid in full during
1997.

Income taxes were attributable to the operations of the Company's United Kingdom
and Australian subsidiaries.

Liquidity and Capital Resources

The Company's liquidity requirements arise from cash used in operating
activities, purchases of network equipment including switches, related
transmission equipment and international and domestic fiber optic cable
capacity, interest and principal payments on outstanding indebtedness, and
acquisitions of businesses. The Company has financed its growth to date through
public offerings and private placements of debt and equity securities, bank debt
and capital lease financing.

Net cash used in operating activities was $71.3 million for the year ended
December 31, 1998 as compared to net cash used in operating activities of $14.8
million for the year ended December 31, 1997. The increase in operating cash
used is primarily comprised of an increase in the net loss of $27.4 million and
a decrease in accounts payable of $8.2 million (as compared to an increase in
accounts payable of $30.2 million in 1997), partially offset by increased
non-cash operating expenses of $21.5 million.

Net cash used in investing activities was $54.2 million for the year ended
December 31, 1998 compared to net cash used in investing activities of $104.2
million for the year ended December 31, 1997. Net cash used in investing
activities during the year ended December 31, 1998 includes $76.0 million of
capital expenditures primarily for the expansion of the Company's global
Network, partially offset by $22.9 million of cash provided by the sale of
restricted investments used to fund interest payments on the 1997 Senior Notes.

Net cash provided by financing activities was $146.8 million for the year ended
December 31, 1998 as compared to net cash provided by financing activities of
$200.1 million during the year ended December 31, 1997. Cash provided by
financing activities for the year ended December 31, 1998 resulted primarily
from $144.5 million of net proceeds of the 1998 Senior Notes offering.

The Company anticipates aggregate capital expenditures of approximately $125
million during 1999. Such capital expenditures will be primarily for
international and domestic switches and points of presence, international and
domestic fiber optic cable capacity for new and existing routes, satellite earth
station facilities, other transmission equipment, and back office support
systems.

On March 31, 1999, the Company purchased the common stock of London Telecom 
Network, Inc. and certain related entities that provide long distance 
telecommunications services in Canada (the "LTN Companies"), for approximately 
$36 million in cash (including payments made in exchange for certain 
non-competition agreements). In addition, on March 31, 1999, the Company entered
into an agreement to purchase for $14 million in cash substantially all of the
operating assets of Wintel CNC Communications Inc. and Wintel CNT Communications
Inc. (the "Wintel Companies"), which are Canada-based long distance
telecommunications providers affiliated with the LTN Companies. The purchase of
the assets of the Wintel Companies is expected to close in early May 1999. If
the LTN Companies and the Wintel Companies collectively achieve certain
financial goals during the first half of 1999, the Company has agreed to pay up
to an additional $4.6 million in cash.

On January 29, 1999 the Company completed an offering of $200 million 11 1/4 %
Senior Notes (the "1999 Senior Notes") due in 2009. The $192.5 million of net 
proceeds of the offering are to be used for continued expansion of the Network
and other general corporate purposes.

On January 20, 1999, the Company entered into a supplemental indenture
applicable to the Company's 11 3/4% Senior Notes in order to provide additional
flexibility to incur indebtedness to fund the Company's expansion, to make
permitted investments in marketing channels and complementary telecommunications
services and to secure additional bank debt. The supplemental indenture
substantially conformed certain covenants applicable to the 1997 Senior Notes 
to the corresponding provisions of the Company's other senior notes. The Company
incurred fees and expenses of approximately $4.8 million in connection with
securing consents to enter into the supplemental indenture.

In January 1999, the Company voluntarily repaid in full with a part of its
available cash, and delivered notice of its termination of, the Revolving Bank
Credit Facility (the "Facility"). The Facility, which provided for up to $25
million of revolving credit borrowings and which was due to mature on July 30,
2002, was acquired upon completion of the TresCom Merger.

                                       16

<PAGE>
 

The Company believes that the net proceeds from the 1999 Senior Notes, together
with its existing cash and available capital lease financing (subject to the
limitations in the Indentures related to the Company's senior notes) will be
sufficient to fund the Company's operating losses, debt service requirements,
capital expenditures, acquisition activities, including the recently announced 
acquisitions of the LTN Companies and the Wintel Companies, and other cash needs
for its operations through the end of 2000. The semi-annual interest payments
due under the 1997 Senior Notes through August 1, 2000 have been pre-funded and
will be paid from restricted investments. The Company is continually evaluating
the expansion of its service offerings and plans to make further investments in
and enhancements to its Network and distribution channels in order to expand its
service offerings. In order to fund these additional cash requirements, the
Company anticipates that it will be required to raise additional financing from
public or private equity or debt sources. Additionally, if the Company's plans
or assumptions change (including those with respect to the development of the
Network, the level of its operations and its operating cash flow), if its
assumptions prove inaccurate, if it consummates additional investments or
acquisitions, if it experiences unexpected costs or competitive pressures, or if
existing cash and any other borrowings prove insufficient, the Company may be
required to seek additional capital sooner than expected. In the event that the
Company is unable to obtain such additional capital or is unable to obtain such
additional capital on acceptable terms, it may be required to reduce the scope
of its expansion, which could adversely affect its business prospects and its
ability to compete. There can be no assurance that the Company will be able to
raise equity capital, obtain capital lease or bank financing or incur other
borrowings on commercially reasonable terms, if at all, to fund any such
expansion or otherwise.


Year 2000

General. Primus is reviewing its network elements, computer systems, software
applications and other business systems in order to determine if any of these
systems will not properly reflect or recognize the year 2000. Because many
computer and computer applications define dates by the last two digits of the
year, "00" could be interpreted to mean the year 1900, rather than the year
2000. This error could result in miscalculations or system failures. Year 2000
issues may also affect the systems and applications of Primus' customers,
vendors or resellers.

Compliance Program. Beginning in 1998, Primus began a comprehensive inventory
and Year 2000 assessment of its principal computer systems, network elements,
software applications and other business systems. Primus expects to complete its
inventory and assessment and begin repairing or replacing the most critical
network elements and significant management systems that are determined not to
be Year 2000 compliant during the first quarter of 1999. Primus expects to
complete the repair, replacement, testing and certification of substantially all
non-compliant network elements by September 30, 1999. Primus is using both
internal and external resources to identify, correct or reprogram, and test its
systems for Year 2000 compliance.

Suppliers. Primus is also contacting third party suppliers of major equipment,
software, systems and services used by the Company to identify and, to the
extent possible, to resolve issues involving Year 2000 compliance. However, the
Company has limited or no control over the actions of these third party
suppliers. Consequently, while Primus expects that it will be able to resolve
any significant Year 2000 issues with regard to its systems and services,
there can be no assurance that its suppliers will resolve any or all Year 2000
issues before the occurrence of a material disruption to the business of the
Company or any of its customers.


                                       17

<PAGE>
 
Costs. Primus expects to incur approximately $3 to $5 million in expenditures in
1999 to complete its Year 2000 compliance program. The costs of modifying the
Company's network elements, software and systems for Year 2000 compliance are
being funded from existing cash resources and are being charged to expense as
incurred.

Risks. Primus believes that it will complete the implementation of its Year 2000
program prior to December 31, 1999. Consequently, the Company does not believe
that Year 2000 issues will have a material adverse effect on the Company's
business, cash flows, or results of operations. However, if the Company does not
achieve compliance prior to December 31, 1999, if it fails to identify and
remedy all critical Year 2000 problems or if major suppliers or customers
experience material Year 2000 problems, the Company's results of operations or
financial condition could be materially and adversely affected. Primus has
determined that non-compliant network elements may result in improperly routed
traffic and that non-compliant, non-network systems may result in errors in
customer billing and accounting records.

Contingency Plans. Primus has begun to develop appropriate contingency plans to
mitigate, to the extent possible, any significant Year 2000 noncompliance. The
Company expects to complete its contingency plans by September 30, 1999. If
Primus is required to implement its contingency plans, the cost of Year 2000
compliance may be greater than the amount referenced above and there can be no
assurance that these plans will be adequate.

Special Note Regarding Forward Looking Statements

Statements in this Annual Report on Form 10-K, including those concerning the
Company's expectations of future sales, net revenue, gross profit, net income,
network development, traffic development, capital expenditures, selling, general
and administrative expenses, service introductions and cash requirements include
certain forward-looking statements. As such, actual results may vary materially
from such expectations. Factors, which could cause results to differ from
expectations, include risks associated with:

      Limited Operating History; Entry into Developing Markets. The Company was
founded in February 1994, began generating revenue in March 1995 and acquired
its most significant operating subsidiaries, Primus Australia (formerly Axicorp)
and TresCom, in March 1996 and June 1998, respectively. The Company intends to
enter markets where it has limited or no operating experience. The Company's
prospects should be considered in light of risks, expenses, problems and delays
inherent in establishing a new business in a rapidly changing industry.

      Managing Rapid Growth. The Company's strategy of rapid growth has placed,
and is expected to continue to place, a significant strain on the Company. In
order to manage its growth effectively, the Company must continue to implement
and improve its operational and financial systems and controls, purchase and
utilize additional transmission facilities, and expand, train and manage its
employees, all within a rapidly-changing regulatory environment. Inaccuracies in
the Company's forecast of traffic could result in insufficient or excessive
transmission facilities and disproportionate fixed expenses.

      Substantial Indebtedness; Liquidity. The Company currently has substantial
indebtedness and anticipates that it and its subsidiaries will incur additional
indebtedness in the future. The level of the Company's indebtedness (i) could
make it more difficult for it to make payments of interest on its outstanding
debt; (ii) could limit the ability of the Company to obtain any necessary
financing in the future for working capital, capital expenditures, debt service
requirements or other purposes; (iii) requires that a substantial portion of the
Company's cash flow from operations, if any, be dedicated to the payment of
principal and interest on its indebtedness and other obligations and,
accordingly, will not be available for use in its business; (iv) could limit its
flexibility in planning for, or reacting to, changes in its business; (v)
results in the Company being more highly leveraged than some of its competitors,
which may place it at a competitive disadvantage; and (vi) will make it more
vulnerable in the event of a downturn in its business.


                                       18

<PAGE>
 
      Historical and Future Operating Losses; Negative EBITDA; Net Losses. Since
inception, Primus had cumulative negative cash flow from operating activities
and cumulative negative EBITDA. In addition, Primus incurred net losses in 1996,
1997, and 1998 and has an accumulated deficit of approximately $112 million as
of December 31, 1998. The Company expects to continue to incur additional
operating losses and negative cash flow as it expands its operations and
continues to build-out and upgrade its Network. There can be no assurance that
the Company's revenue will grow or be sustained in future periods or that it
will be able to achieve or sustain profitability or positive cash flow from
operations in any future period.

      Acquisition and Strategic Investment Risks. Acquisitions, a key element in
the Company's growth strategy, involve operational risks, including the
possibility that an acquisition does not ultimately provide the benefits
originally anticipated by management, while the Company continues to incur
operating expenses to provide the services formerly provided by the acquired
company, and financial risks including the incurrence of indebtedness by the
Company in order to affect the acquisition and the consequent need to service
that indebtedness. There can be no assurance that the Company will be successful
in identifying attractive acquisition candidates, completing and financing
additional acquisitions on favorable terms, or integrating the acquired business
or assets into its own.

      Intense Competition. The long distance telecommunications industry is
intensely competitive and is significantly influenced by the marketing and
pricing decisions of the larger industry participants. Competition in all of the
Company's markets is likely to increase and, as deregulatory influences are
experienced in markets outside the United States, competition in non-United
States markets is likely to become similar to the intense competition in the
United States. Many of the Company's competitors are significantly larger and
have substantially greater financial, technical and marketing resources and
larger networks than the Company, a broader portfolio of service offerings,
greater control over transmission lines, stronger name recognition and customer
loyalty, as well as long-standing relationships with the Company's target
customers. In addition, many of the Company's competitors enjoy economies of
scale that result in a lower cost structure for transmission and related costs
which could cause significant pricing pressures within the industry.

      Dependence on Transmission Facilities-Based Carriers. The Company's
ability to maintain and expand its business is dependent upon whether the
Company continues to maintain favorable relationships with the transmission
facilities-based carriers to carry the Company's traffic.

      International Operations. In many international markets, the existing
carrier will control access to the local networks, enjoy better brand
recognition and brand and customer loyalty, and have significant operational
economies, including a larger backbone network and correspondent agreements.
Moreover, the existing carrier may take many months to allow competitors,
including the Company, to interconnect to its switches within its territory.
There can be no assurance that the Company will be able to obtain the permits
and operating licenses required for it to operate, obtain access to local
transmission facilities or to market services in international markets. In
addition, operating in international markets generally involves additional
risks, including: unexpected changes in regulatory requirements, tariffs,
customs, duties and other trade barriers; difficulties in staffing and managing
foreign operations; problems in collecting accounts receivable; political risks;
fluctuations in currency exchange rates; foreign exchange controls which
restrict repatriation of funds; technology export and import restrictions;
seasonal reductions in business activity.

      Dependence on Effective Information Systems. The Company's management
information systems must grow as the Company's business expands and are expected
to change as new technological developments occur. There can be no assurance
that the Company will not encounter delays or cost-overruns or suffer adverse
consequences in implementing new systems when required. Any of the Company's
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000 and are vulnerable to the Year 2000
problem which could result in a major system failure or miscalculations. There
can be no assurance that the Company will be able to successfully implement
upgrades to its systems to correct any Year 2000 problem. A failure of the
Company's computer systems, or the failure of the Company's vendors or customers
to effectively


                                       19

<PAGE>
 
upgrade their software and systems for transition to the Year 2000, could have a
material adverse effect on the Company's business and financial condition or
results of operations.

      Industry Changes. The international telecommunications industry is
changing rapidly due to deregulation, privatization, technological improvements,
expansion of infrastructure and the globalization of the world's economies. In
order to compete effectively, the Company must adjust its contemplated plan of
development to meet changing market conditions. The telecommunications industry
is marked by the introduction of new product and service offerings and
technological improvements. The Company's profitability will depend on its
ability to anticipate, assess and adapt to rapid technological changes and its
ability to offer, on a timely and cost-effective basis, services that meet
evolving industry standards.

      Network Development; Migration of Traffic. The long-term success of the
Company is dependent upon its ability to design, implement, operate, manage and
maintain the Network. The Company could experience delays or cost overruns in
the implementation of the Network, or its ability to migrate traffic onto its
Network, which could have a material adverse effect on the Company.

      Dependence on Key Personnel. The loss of the services of K. Paul Singh,
the Company's Chairman and Chief Executive Officer, or the services of its other
key personnel, or the inability of the Company to attract and retain additional
key management, technical and sales personnel (for which competition is intense
in the telecommunications industry), could have a material adverse effect upon
the Company.

      Government Regulation. The Company's operations are subject to constantly
changing regulation. There can be no assurance that future regulatory changes
will not have a material adverse effect on the Company, or that regulators or
third parties will not raise material issues with regard to the Company's
compliance or non-compliance with applicable regulations, any of which could
have a material adverse effect upon the company.


I
TEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's primary market risk exposures relate to changes in foreign
currency exchange rates and to changes in interest rates.

Foreign currency - As noted above, although the Company's functional currency is
the United States dollar, a significant portion of the Company's net revenue is
derived from its sales and operations outside the United States. In the future,
the Company expects to continue to derive a significant portion of its net
revenue and incur a significant portion of its operating costs outside the
United States, and changes in foreign currency exchange rates may have a
significant effect on the Company's results of operations. The operations of
affiliates and subsidiaries in foreign countries have been funded with
investments and other advances. Due to the long-term nature of such investments
and advances, the Company accounts for any adjustments resulting from
translation as a charge or credit to "accumulated other comprehensive loss"
within the stockholders' equity section of the consolidated balance sheet. The
Company historically has not engaged in hedging transactions.

Interest rates - The Company's financial instruments that are sensitive to
changes in interest rates are its 1997 Senior Notes, and its 1998 Senior Notes.
The aggregate fair value of the 1997 and 1998 Senior Notes approximates their 
face value.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                            Page
                                                                            ----

Independent Auditors' Report                                                F-2


                                       20

<PAGE>
 
Consolidated Financial Statements

        Consolidated Statement of Operations for the years ended
            December 31, 1998, 1997 and 1996                                F-3

        Consolidated Balance Sheet - December 31, 1998 and 1997             F-4

        Consolidated Statement of Stockholders' Equity for the
            years ended December 31, 1998, 1997 and 1996                    F-5

        Consolidated Statement of Cash Flows for the years ended
            December 31, 1998, 1997 and 1996                                F-6

        Consolidated Statement of Comprehensive Loss for the
            years ended December 31, 1998, 1997 and 1996                    F-7

        Notes to the Consolidated Financial Statements                      F-8


                                    PART III

The information required by Part III will be provided in the Company's
definitive proxy statement for the Company's 1999 annual meeting of stockholders
(involving the election of directors), which definitive proxy statement will be
filed pursuant to Regulation 14A not later than April 30, 1999 ("1999 Proxy
Statement"), and is incorporated herein by this reference.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information relating to directors of the Company is set forth under the caption
entitled "Election of Directors" in the Company's 1999 Proxy Statement and is
incorporated herein by reference. Information relating to the executive officers
of the Company is set forth in the Company's 1999 Proxy Statement under the
caption "Executive Officers, Directors and Key Employees" and is incorporated
herein by reference.


ITEM 11. EXECUTIVE COMPENSATION

The information regarding compensation of officers and directors of the Company
is set forth under the caption entitled "Executive Compensation" in the
Company's 1999 Proxy Statement and is incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding ownership of certain of the Company's securities is set
forth under the captions entitled "Security Ownership of Certain Beneficial
Owners" and "Security Ownership of Management" in the Company's 1999 Proxy
Statement and is incorporated herein by reference.


                                       21

<PAGE>
 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related transactions with the
Company is set forth under the caption entitled "Certain Relationships and
Related Transactions" in the Company's 1999 Proxy Statement and is incorporated
herein by reference.


                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

a) Financial Statements and Schedules

      The financial statements as set forth under Item 8 of this report on Form
      10-K are incorporated herein by reference.

      Financial statement schedules have been omitted since they are either not
      required, not applicable, or the information is otherwise included.

b) Reports on 8-K

      Form 8-K dated December 16, 1998 was filed to announce the distribution of
      one right to purchase one one-thousandth of a share (a "Unit") of Series B
      Junior Participating Preferred Stock for $90.00 per Unit for each share of
      Common Stock held by stockholders at the close of business on December 31,
      1998, and for each share of Common Stock issued thereafter but prior to
      the date of distribution.

c)  Exhibit listing

        Exhibit
        Number        Description


      2.1   Agreement and Plan of Merger by and among Primus, TresCom and TAC,
            dated as of February 3, 1998, and as amended by Amendments No. 1 and
            2 to Agreement and Plan of Merger dated as of April 8, 1998 and as
            of April 16, 1998, respectively; Incorporated by reference to
            Appendix A to the Joint Proxy Statement/Prospectus on Form S-4, No.
            333-51797 dated May 4, 1998.

      2.2   Amendment No. 1 to Agreement and Plan of Merger among Primus,
            TresCom and TAC, dated as of April 8, 1998; Incorporated by
            reference to Exhibit 2.1 of the Primus Current Report on Form 8-K
            dated April 10, 1998.

      2.3   Amendment No. 2 to Agreement and Plan of Merger among Primus,
            TresCom and TAC, dated as of April 16, 1998; Incorporated by
            reference to Exhibit 2.1 of the Primus Current Report on Form 8-K
            dated April 23, 1998 (the "Form 8-K for Amendments"), as amended by
            the Primus Current Report on Form 8-K/A dated April 23, 1998.

      2.4   Asset Purchase Agreement by and among USFI, Inc., Primus
            Telecommunications, Inc., Primus and US Cable Corporation dated as
            of October 20, 1997; Incorporated by reference to Exhibit 2.1 of
            Primus's Current Report on Form 8-K dated November 3, 


                                       22

<PAGE>
 
            1997. (The exhibits and schedules listed in the table of contents to
            the Asset Purchase Agreement have been omitted in accordance with
            Item 601(b)(2) of Regulation S-K. A copy of such exhibits and
            schedules shall be furnished supplementally to the Commission upon
            request.)

      2.5   Equity Purchase Agreement by and among Messrs. James D. Pearson,
            Stephen E. Myers, Michael C. Anderson, Primus Telecommunications,
            Inc., and Primus, dated as of October 20, 1997; Incorporated by
            reference to Exhibit 2.2 of Primus' Current Report on Form 8-K dated
            November 3, 1997. (The exhibits and schedules listed in the table of
            contents to the Equity Purchase Agreement have been omitted in
            accordance with Item 601(b)(2) of Regulation S-K. A copy of such
            exhibits and schedules shall be furnished supplementally to the
            Commission upon request.)

      3.1   Amended and Restated Certificate of Incorporation of Primus;
            Incorporated by reference to Exhibit 3.1 of the Registration
            Statement on Form S-8, No. 333-56557 (the "S-8 Registration
            Statement").

      3.2   Amended and Restated Bylaws of Primus; Incorporated by reference to
            Exhibit 3.2 of the Registration Statement on Form S-1, No. 333-10875
            (the "IPO Registration Statement").

      4.1   Specimen Certificate of Primus Common Stock; Incorporated by
            reference to Exhibit 4.1 of the IPO Registration Statement.

      4.2   Form of Indenture; Incorporated by reference to Exhibit 4.1 of the
            Registration Statement on Form S-1, No 333-30195 (the "1997 Senior
            Note Registration Statement").

      4.3   Form of Indenture of Primus, as amended and restated on January 20,
            1999, between Primus and First Union National Bank. *

      4.4   Form of Warrant Agreement of Primus; Incorporated by reference to
            Exhibit 4.2 of the 1997 Senior Note Registration Statement.

      4.5   Indenture, dated May 19, 1998, between Primus and First Union
            National Bank; Incorporated by reference to Exhibit 4.4 of the
            Registration Statement on Form S-4, No 333-58547 (the "1998 Senior
            Note Registration Statement").

      4.6   Specimen 9 7/8% Senior Note due 2008; Incorporated by reference to
            Exhibit A included in Exhibit 4.4 of the 1998 Senior Note
            Registration Statement.

      4.7   Indenture, dated January 29, 1999, between Primus and First Union
            National Bank. *

      4.8   Specimen 11 1/4% Senior Note due 2009; Incorporated by reference to
            Exhibit A included in Exhibit 4.7.

      4.9   Rights Agreement, dated as of December 23, 1998, between Primus and
            StockTrans, Inc., including the Form of Rights Certificate (Exhibit
            A), the Certificate of Designation (Exhibit B) and the Form of
            Summary of Rights (Exhibit C); Incorporated by reference to Exhibit
            4.1 to the Company's Registration Statement on Form 8-A, No
            000-29092 filed with the Commission on December 30, 1998.


                                       23

<PAGE>
 
      4.10  Form of legend on certificates representing shares of Common Stock
            regarding Series B Junior Participating Preferred Stock Purchase
            Rights; Incorporated by reference to Exhibit 4.2 to the Company's
            Registration Statement on Form 8-A, No 000-29092 filed with the
            Commission on December 30, 1998.

      10.1  Stockholder Agreement among Warburg, Pincus, K. Paul Singh and
            Primus, dated as of February 3, 1998; Incorporated by reference to
            Exhibit 10.1 of the Primus Current Report on Form 8-K dated February
            6, 1998 (the "Form 8-K").

      10.2  Voting Agreement between Primus and Wesley T. O'Brien, dated as of
            February 3, 1998; Incorporated by reference to Exhibit 10.4 of the
            Form 8-K.

      10.3  Voting Agreement between Primus and Rudy McGlashan, dated as of
            February 3, 1998; Incorporated by reference to Exhibit 10.5 of the
            Form 8-K.

      10.4  Voting Agreement between TresCom and K. Paul Singh, dated as of
            February 3, 1998; Incorporated by reference to Exhibit 10.2 of the
            Form 8-K.

      10.5  Voting Agreement between TresCom and John F. DePodesta, dated as of
            February 3, 1998; Incorporated by reference to Exhibit 10.3 of the
            Form 8-K.

      10.6  Amendment No. 1 to Stockholder Agreement among Warburg, Pincus, K.
            Paul Singh, Primus, and TresCom, dated as of April 16, 1998;
            Incorporated by reference to Exhibit 10.1 of the Form 8-K for
            Amendments.

      10.7  Amendment No. 1 to Voting Agreement between Wesley T. O'Brien and
            Primus, dated as of April 16, 1998; Incorporated by reference to
            Exhibit 10.2 of the Form 8-K for Amendments.

      10.8  Amendment No. 1 to Voting Agreement between Rudolph McGlashan and
            Primus, dated as of April 16, 1998; Incorporated by reference to
            Exhibit 10.3 of the Form 8-K for Amendments.

      10.9  Switched Transit Agreement, dated June 5, 1995, between Teleglobe
            USA, Inc. and Primus for the provision of services to India;
            Incorporated by reference to Exhibit 10.2 of the IPO Registration
            Statement.

      10.10 Hardpatch Transit Agreement, dated February 29, 1996, between
            Teleglobe USA, Inc. and Primus for the provision of services to
            Iran; Incorporated by reference to Exhibit 10.3 of the IPO
            Registration Statement.

      10.11 Agreement for Billing and Related Services, dated February 23, 1995,
            between Primus and Electronic Data System Inc.; Incorporated by
            reference to Exhibit 10.4 of the IPO Registration Statement.

      10.12 Employment Agreement, dated June 1, 1994, between Primus and K. Paul
            Singh; Incorporated by reference to Exhibit 10.5 of the IPO
            Registration Statement.**

      10.13 Primus 1995 Stock Option Plan; Incorporated by reference to Exhibit
            10.6 of the IPO Registration Statement. **


                                       24

<PAGE>
 
      10.14 Primus 1995 Director Stock Option Plan; Incorporated by reference to
            Exhibit 10.7 of the IPO Registration Statement. **

      10.15 Registration Rights Agreement, dated July 31, 1996, among Primus,
            Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C.,
            Winston Partners II LDC and Winston Partners LLC; Incorporated by
            reference to Exhibit 10.11 of the IPO Registration Statement.

      10.16 Service Provider Agreement between Telstra Corporation Limited and
            Axicorp Pty., Ltd., dated May 3, 1995; Incorporated by reference to
            Exhibit 10.12 of the IPO Registration Statement.

      10.17 Dealer Agreement between Telstra Corporation Limited and Axicorp
            Pty., Ltd. dated January 8, 1996; Incorporated by reference to
            Exhibit 10.13 of the IPO Registration Statement.

      10.18 Hardpatch Transit Agreement dated October 5, 1995 between Teleglobe
            USA, Inc. and Primus regarding the provision of services to India;
            Incorporated by reference to Exhibit 10.14 of the IPO Registration
            Statement.

      10.19 Master Lease Agreement dated as of November 21, 1997 between NTFC
            Capital Corporation and Primus Telecommunications, Inc.;
            Incorporated by reference to Exhibit 10.17 of Primus's Annual Report
            on Form 10-K for the year ended December 31, 1997 (the "1997 10-K"),
            as amended on Form 10-K/A dated April 30, 1998.

      10.20 Primus Employee Stock Purchase Plan; Incorporated by reference to
            Exhibit 10.15 of the 1997 Senior Note Registration Statement. **

      10.21 Primus 401(k) Plan; Incorporated by reference to Exhibit 4.4 of the
            Primus Registration Statement on Form S-8 (No. 333-35005).

      10.22 Purchase Agreement, dated May 14, 1998, among Primus
            Telecommunications Group, Incorporated, Primus Telecommunications,
            Incorporated, Primus Telecommunications Pty. Ltd. and Lehman
            Brothers, Inc.; Incorporated by reference to Exhibit 10.22 of the
            1998 Senior Note Registration Statement.

      10.23 Registration Rights Agreement, dated May 19, 1998, among Primus
            Telecommunications Group, Incorporated, Primus Telecommunications,
            Incorporated, Primus Telecommunications Pty. Ltd. and Lehman
            Brothers, Inc.; Incorporated by reference to Exhibit 10.23 of the
            1998 Senior Note Registration Statement.

      10.24 Primus Telecommunications Group, Incorporated-TresCom International
            Stock Option Plan Incorporated by reference to Exhibit 4.1 of the
            S-8 Registration Statement. **

      10.25 Amended and Restated Employment Agreement between the Company and
            Wesley T. O'Brien; Incorporated by reference to Exhibit 10.3 to the
            TresCom 1996 Form 10-K. **


                                       25

<PAGE>
 
      10.26 First Amendment to Amended and Restated Employment Agreement between
            the Company and Wesley T. O'Brien; Incorporated by reference to
            Exhibit 10.2 to the TresCom 1997 Form 10-K. **

      10.27 Employment Agreement between the Company and Rudolph McGlashan;
            Incorporated by reference to Exhibit 10.4 to the TresCom
            Registration Statement on Form S-1, No. 33-99738, filed on November
            22, 1995 (the "TresCom Form S-1"). **

      10.28 Amendment to Employment Agreement between the Company and Rudolph
            McGlashan; Incorporated by reference to Exhibit 10.5 to the TresCom
            Form S-1. **

      10.29 Warrant Agreement between the Company and Warburg, Pincus Investors,
            L.P.; Incorporated by reference to Exhibit 10.6 to the TresCom Form
            S-1.

      10.30 Form of Indemnification Agreement between the Company and its
            directors and executive officers Incorporated by reference to
            Exhibit 10.23 to the TresCom Form S-1.

      10.31 Revolving Credit and Security Agreement, among TresCom
            International, Inc., TresCom U.S.A., Inc., Intex Telecommunications,
            Inc., The St. Thomas and San Juan Telephone Company, Inc., STSJ
            Overseas Telephone Company, Inc., PNC Bank, National Association (as
            lender and as agent) and the other lenders a party thereto (the
            "Loan Agreement"); Incorporated by reference to Exhibit 10.22 to the
            TresCom Quarterly Report on Form 10-Q for the fiscal quarter ended
            June 30, 1997.

      10.32 Revolving Credit Note, dated July 31, 1997, payable to PNC Bank,
            National Association and the other lenders a party to the Loan
            Agreement; Incorporated by reference to Exhibit 10.23 to the
            Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
            June 30, 1997.

      21.1  Subsidiaries of the Registrant. *

      23.1  Independent Auditors' Consent. *

      27.1  Financial Data Schedule for the Company for the year ended December
            31, 1998. *

- ----------
*     Filed herewith
**    Compensatory benefit plan


                                       26

<PAGE>
 

                                    SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
behalf by the undersigned, thereunto duly authorized.

               PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

 By:    /s/ K. Paul Singh           Chairman of the Board, President and
    ---------------------           Chief Executive Officer
        K. Paul Singh               

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints K. Paul Singh and Neil L. Hazard, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments to this Form 10-K of the Securities
and Exchange Commission for the fiscal year of Primus Telecommunications Group,
Incorporated ended December 31, 1998, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.


<TABLE>
<CAPTION>
Signature                            Title                                         Date
- ---------                            -----                                         ----
<S>                                                                                <C>
       /s/   K. Paul Singh           Chairman, President and Chief                 March 31, 1999
- ----------------------------------   Executive Officer (Principal Executive
             K. Paul Sing            Officer) and Director

      /s/  Neil L. Hazard            Executive Vice President and Chief            March 31, 1999
- ----------------------------------   Financial Officer (Principal Financial
           Neil L. Hazard            Officer)

      /s/    John F. DePodesta       Executive Vice President and Director         March 31, 1999
- ----------------------------------   
        John F. DePodesta

      /s/    Thomas R. Kloster        Vice President and Corporate Controller      March 31, 1999
- ----------------------------------    (Principal Accounting Officer)
        Thomas R. Kloster           

      /s/   Herman Fialkov            Director                                     March 31, 1999
- ----------------------------------
        Herman Fialkov

      /s/  David E. Hershberg         Director                                     March 31, 1999
- ----------------------------------
        David E. Hershberg

      /s/  Douglas M. Karp            Director                                     March 31, 1999
- ----------------------------------
        Douglas M. Karp
</TABLE>



                                       27

<PAGE>
 

<TABLE>
<S>                                   <C>                                          <C> 
      /s/   John Puente               Director                                     March 31, 1999
- -----------------------------------
          John Puente
</TABLE>



                                       28

<PAGE>
 
                        INDEX TO FINANCIAL STATEMENTS AND
                                    EXHIBITS

                                                                           Page
                                                                           ----

Independent Auditors' Report                                               F-2

Consolidated Financial Statements:

        Consolidated Statement of Operations for the years ended
           December 31, 1998, 1997, and 1996                               F-3

        Consolidated Balance Sheet-December 31, 1998 and 1997              F-4

        Consolidated Statement of Stockholders' Equity for the
           years ended December 31, 1998, 1997, and 1996                   F-5

        Consolidated Statement of Cash Flows for the
           years ended December 31, 1998, 1997, and 1996                   F-6

        Consolidated Statement of Comprehensive Loss for the
              years ended December 31, 1998, 1997 and 1996                 F-7

        Notes to Consolidated Financial Statements                         F-8

Exhibits:


        Exhibit 27.1 - Financial Data Schedule                             E-1


                                      F-1

<PAGE>
 

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Primus Telecommunications Group, Incorporated

We have audited the accompanying consolidated balance sheets of Primus
Telecommunications Group, Incorporated and subsidiaries (the "Company") as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, stockholders' equity, comprehensive loss and cash flows for each of
the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Primus Telecommunications Group,
Incorporated and subsidiaries as of December 31, 1998 and 1997, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
Washington, D.C.
February 10, 1999, except for paragraph one 

of Note 16 as to which the date is March 31, 1999


                                      F-2

<PAGE>
 
                 PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
                      CONSOLIDATED STATEMENT OF OPERATIONS
                    (in thousands, except per share amounts)

                                                     For the Year Ended         
                                                         December 31,           
                                          --------------------------------------
                                             1998          1997          1996 
                                             ----          ----          ---- 

NET REVENUE                               $ 421,628     $ 280,197     $ 172,972
COST OF REVENUE                             353,016       252,731       158,845
                                          ---------     ---------     ---------

GROSS MARGIN                                 68,612        27,466        14,127
                                          ---------     ---------     ---------

OPERATING EXPENSES
   Selling, general and administrative       79,532        50,622        20,114
   Depreciation and amortization             24,185         6,733         2,164
                                          ---------     ---------     ---------

       Total operating expenses             103,717        57,355        22,278
                                          ---------     ---------     ---------

LOSS FROM OPERATIONS                        (35,105)      (29,889)       (8,151)

INTEREST EXPENSE                            (40,047)      (12,914)         (857)
INTEREST INCOME                              11,504         6,238           785
OTHER INCOME (EXPENSE)                           --           407          (345)
                                          ---------     ---------     ---------

LOSS BEFORE INCOME TAXES                    (63,648)      (36,158)       (8,568)
INCOME TAXES                                     --           (81)         (196)
                                          ---------     ---------     ---------

NET LOSS                                  $ (63,648)    $ (36,239)    $  (8,764)
                                          =========     =========     =========

BASIC AND DILUTED NET
   LOSS PER COMMON SHARE                  $   (2.61)    $   (1.99)    $   (0.75)
                                          =========     =========     =========

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                 24,432        18,250        11,660
                                          =========     =========     =========

                See notes to consolidated financial statements.


                                      F-3

<PAGE>
 
                 PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
                           CONSOLIDATED BALANCE SHEET
                      (in thousands, except share amounts)


<TABLE>
<CAPTION>
                                                                           December 31,   December 31,
                                                                              1998            1997
                                                                           ------------   ------------
<S>                                                                         <C>             <C>      
ASSETS
CURRENT ASSETS:
        Cash and cash equivalents                                           $ 136,196       $ 115,232
        Restricted investments                                                 25,729          22,774
        Accounts receivable (net of allowance for
                doubtful accounts of  $14,976 and $5,044)                      92,531          58,172
        Prepaid expenses and other current assets                              13,505           5,152
                                                                            ---------       ---------
                Total current assets                                          267,961         201,330
RESTRICTED INVESTMENTS                                                         24,894          50,776
PROPERTY AND EQUIPMENT - Net                                                  158,873          59,241
INTANGIBLES - Net                                                             205,039          33,164
OTHER ASSETS                                                                   17,196          10,882
                                                                            ---------       ---------
        TOTAL ASSETS                                                        $ 673,963       $ 355,393
                                                                            =========       =========

LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
        Accounts payable                                                    $  82,520       $  56,358
        Accrued expenses and other current liabilities                         42,597          12,468
        Accrued interest                                                       12,867          11,016
        Deferred income taxes                                                     361           1,814
        Current portion of long-term obligations                               22,423           1,059
                                                                            ---------       ---------
                Total current liabilities                                     160,768          82,715
LONG TERM OBLIGATIONS                                                         397,751         230,152
OTHER LIABILITIES                                                                 527              -- 
                                                                            ---------       ---------
                Total liabilities                                             559,046         312,867
                                                                            ---------       ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
        Preferred stock, $.01 par value - authorized 2,455,000 shares;
        none issued and outstanding                                                --              -- 
        Common stock, $.01 par value - authorized, 80,000,000 and
                40,000,000 shares; issued and outstanding,
                28,059,063 and 19,662,233 shares                                  281             197
        Additional paid-in capital                                            234,549          92,181
        Accumulated deficit                                                  (111,653)        (48,005)
        Accumulated other comprehensive loss                                   (8,260)         (1,847)
                                                                            ---------       ---------
                Total stockholders' equity                                    114,917          42,526
                                                                            ---------       ---------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 673,963       $ 355,393
                                                                            =========       =========
</TABLE>


                See notes to consolidated financial statements.


                                      F-4

<PAGE>
 
                 PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (in thousands)


<TABLE>
<CAPTION> 
                                                                                                                                   
                                                                                                        Accumulated                
                                       Preferred Stock        Common Stock                                 Other                   
                                       ---------------        ------------       Paid-In   Accumulated  Comprehensive  Stockholders
                                       Shares    Amount     Shares    Amount     Capital     Deficit       Loss          Equity
                                       ------    ------     ------    ------     -------     -------       ----          ------
<S>                                      <C>      <C>       <C>       <C>       <C>         <C>           <C>         <C>   
BALANCE, DECEMBER 31, 1995                 --     $  --      7,064    $   71    $   5,496   $  (3,002)    $    (3)    $   2,562
   Common shares sold through
     private placement, net of
     transaction costs                     --        --      3,148        31       21,837          --          --        21,868
   Common shares issued for
     services performed                    --        --        279         3          987          --          --           990
   Preferred shares issued for
     acquisition                          455         5         --        --        5,455          --          --         5,460
   Common shares sold, net
     of transaction costs                  --        --      5,750        58       54,341          --          --        54,399
   Conversion of preferred
     shares to common shares             (455)       (5)     1,538        15          (10)         --          --            --
   Foreign currency translation
     adjustment                            --        --         --        --           --          --         (75)          (75)
   Net loss                                --        --         --        --           --      (8,764)         --        (8,764)
                                         ----     -----     ------    ------    ---------   ----------    --------    ---------

BALANCE, DECEMBER 31, 1996                 --        --     17,779       178       88,106     (11,766)        (78)       76,440
   Common shares issued upon
     exercise of warrants                  --        --      1,843        19        1,453          --          --         1,472
   Common shares issued for
     employer 401(k) match                 --        --          5        --           45          --          --            45
   Common shares issued upon
     exercise of employee stock options    --        35         --        42           --          --          42            -- 
   Senior note offering - warrants         --        --         --        --        2,535          --          --         2,535
   Foreign currency translation
     adjustment                            --        --         --        --           --          --      (1,769)       (1,769)
   Net loss                                --        --         --        --           --     (36,239)         --       (36,239)
                                         ----     -----     ------    ------    ---------   ----------    --------    ---------

BALANCE, DECEMBER 31, 1997                 --        --     19,662       197       92,181     (48,005)     (1,847)       42,526
   Common shares issued for
     business acquisitions                 --        --      7,864        79      137,547          --          --       137,626
   Common shares issued for
     employer 401(k) match                 --        --          9        --          119          --          --           119
   Common shares issued upon
     exercise of employee stock options    --       489          5     4,334           --          --       4,339            -- 
   Common shares issued for
     employee stock purchase plan          --        --         24        --          263          --          --           263
   Common shares issued upon
     exercise of warrants                  --        --         11        --          105          --          --           105
   Foreign currency translation
     adjustment                            --        --         --        --           --          --      (6,413)       (6,413)
   Net loss                                --        --         --        --           --     (63,648)         --       (63,648)
                                         ----     -----     ------    ------    ---------   ----------    --------    ---------

BALANCE, DECEMBER 31, 1998                 --     $  --     28,059    $  281    $ 234,549   $(111,653)    $(8,260)    $ 114,917
                                         ====     =====     ======    ======    =========   =========     =======     =========
</TABLE>



                                      F-5

<PAGE>
 
                 PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                ( in thousands )


<TABLE>
<CAPTION>
                                                                                            For the Year Ended
                                                                                 -------------------------------------
                                                                                               December 31, 
                                                                                     1998          1997         1996
                                                                                     ----          ----         ----
<S>                                                                              <C>           <C>           <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                       $ (63,648)    $ (36,239)    $  (8,764)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation, amortization and accretion                                        24,547         6,733         2,164
    Sales allowance                                                                  9,431         6,185         1,960
    Foreign currency transaction (gain) loss                                            --          (407)          345
    Stock issuance - 401(k) plan employer match                                        119            45            -- 
    Changes in assets and liabilities:
      (Increase) decrease in accounts receivable                                   (20,765)      (34,240)      (19,405)
      (Increase) decrease in prepaid expenses and
                other current assets                                                (7,027)       (4,080)         (227)
      (Increase) decrease in other assets                                              735         1,147        (1,621)
      Increase (decrease) in accounts payable                                       (8,196)       30,247        11,729
      Increase (decrease) in accrued expenses,
                other current liabilities and other liabilities                     (8,073)        5,000         6,032
      Increase (decrease) in accrued interest payable                                1,581        10,852           847
                                                                                 ---------     ---------     ---------

        Net cash provided by (used in) operating activities                        (71,296)      (14,757)       (6,940)
                                                                                 ---------     ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                               (75,983)      (39,465)      (12,745)
  (Purchase) sale of short-term investments                                             --        25,125       (25,125)
  (Purchase) sale of restricted investments                                         22,927       (73,550)           -- 
  Cash used for business acquisitions, net of cash acquired                         (1,165)      (16,349)       (1,701)
                                                                                 ---------     ---------     ---------

     Net cash provided by (used in) investing activities                           (54,221)     (104,239)      (39,571)
                                                                                 ---------     ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on capital leases and long-term obligations                    (2,373)      (16,881)         (508)
  Proceeds from sale of common stock and exercise of employee
    stock options                                                                    4,707         1,514        77,576
  Proceeds from issuance of long-term obligations                                  150,000       225,000         2,407
  Deferred financing costs                                                          (5,500)       (9,500)           -- 
                                                                                 ---------     ---------     ---------

      Net cash provided by (used in) financing activities                          146,834       200,133        79,475
                                                                                 ---------     ---------     ---------

EFFECTS OF EXCHANGE RATE CHANGES ON CASH
  AND CASH EQUIVALENTS                                                                (353)       (1,379)          214
                                                                                 ---------     ---------     ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                             20,964        79,758        33,178
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                       115,232        35,474         2,296
                                                                                 ---------     ---------     ---------

CASH AND CASH EQUIVALENTS, END OF YEAR                                           $ 136,196     $ 115,232     $  35,474
                                                                                 =========     =========     =========

SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for interest                                                         $  38,466     $   2,745     $     149
  Non-cash investing and financing activities:
    Common stock issued for services                                             $      --     $      --     $     990
    Capital leases for acquisition of equipment                                  $  16,958     $   8,228     $     388
    Notes payable for acquisition of equipment                                   $      --     $      --     $   2,826

</TABLE>


                See notes to consolidated financial statements.


                                       F-6

<PAGE>
 
                 PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
                  CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
                                 (in thousands)

                                                     For the Year Ended
                                                        December 31,
                                             ----------------------------------
                                               1998         1997         1996 
                                               ----         ----         ---- 

NET LOSS                                     $(63,648)    $(36,239)    $ (8,764)

OTHER COMPREHENSIVE LOSS -
  Foreign currency translation adjustment      (6,413)      (1,769)         (75)
                                             --------     --------     -------- 

COMPREHENSIVE LOSS                           $(70,061)    $(38,008)    $ (8,839)
                                             ========     ========     ======== 

                See notes to consolidated financial statements.


                                       F-7

<PAGE>
 
                  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS

      Primus Telecommunications Group, Incorporated ("Primus" or the "Company")
is a facilities-based global telecommunications company that offers
international and domestic long distance, Internet and data, and other
telecommunications services to business, residential and other
telecommunications carrier customers primarily in North America, the
Asia-Pacific and Europe. The Company, incorporated in the state of Delaware,
operates as a holding company and has wholly-owned operating subsidiaries in the
United States, Canada, Mexico, Australia, Japan, the United Kingdom and Germany.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Principles of Consolidation--The consolidated financial statements include
the accounts of the Company and its wholly-owned and majority-owned
subsidiaries. All intercompany accounts and transactions have been eliminated.

      Revenue Recognition--Revenues from long distance telecommunications
services are recognized when the services are provided and are presented net of
estimated uncollectible amounts.

      Cost of Revenue--Cost of revenue includes network costs that consist of
access, transport, and termination costs. Such costs are recognized when
incurred in connection with the provision of telecommunications services.

      Foreign Currency Translation--The assets and liabilities of the Company's
foreign subsidiaries are translated at the exchange rates in effect on the
reporting date, and income and expenses are translated at the average exchange
rate during the period. The net effect of such translation gains and losses are
reflected within accumulated other comprehensive loss in the stockholders'
equity section of the balance sheet.

      Cash and Cash Equivalents--The Company considers cash on hand, deposits in
banks, certificates of deposit, and overnight repurchase agreements with
original maturities of three months or less to be cash and cash equivalents.

      Restricted Investments -- Restricted investments consist of United States
Federal Government-backed obligations which are recorded at amortized cost.
These securities are classified as held-to-maturity and are restricted to
satisfy certain interest obligations on the Company's 1997 Senior Notes.

      Property and Equipment--Property and equipment, which consists of fiber
optic cable and telecommunications equipment, furniture and computer equipment,
leasehold improvements and software is stated at cost less accumulated
depreciation and amortization. Depreciation and amortization expense are
computed using the straight-line method over the estimated useful lives of the
assets which range from three to twenty-five years, or for leasehold
improvements and leased equipment, over the terms of the leases or estimated
lives, whichever is shorter. Expenditures for maintenance and repairs that do
not materially extend the useful lives of the assets are charged to expense.

      Intangible Assets--At December 31, 1998 and 1997 intangible assets, net of
accumulated amortization, consist of goodwill of $179.9 million and $27.8
million respectively, and customer lists of $25.1 million and $5.3 million
respectively. Goodwill is being amortized over 30 years on a straight-line basis
and customer lists over the estimated run-off of the customer bases not to
exceed five years. Accumulated amortization at December 31, 1998 and 1997, was
$4.7 million and $1.2 million related to 


                                      F-8

<PAGE>
 
goodwill and $5.9 million and $1.9 million related to customer lists,
respectively. The Company periodically evaluates the realizability of intangible
and other long-lived assets. In making such evaluations, the Company compares
certain financial indicators such as expected undiscounted future revenues and
cash flows to the carrying amount of the assets. The Company believes that no
impairments exist as of December 31, 1998.

      Deferred Financing Costs--Deferred financing costs incurred in connection
with the 1998 Senior Notes and the 1997 Senior Notes are reflected within other
assets and are being amortized over the life of the respective Senior Notes
using the straight-line method which does not differ materially from the
effective interest method.

      Stock-Based Compensation--The Company adopted Statement of Financial
Accounting Standards No. 123 ("SFAS 123"), Accounting for Stock-Based
Compensation. Under the provisions of SFAS 123, the Company continues to measure
compensation expense for its stock-based employee compensation plans using the
intrinsic value method prescribed by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and has provided in Note 10 pro forma
disclosures of the effect on net loss and loss per share as if the fair
value-based method prescribed by SFAS 123 had been applied in measuring
compensation expense.

      Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of net revenue and expenses
during the reporting period. Actual results could differ from those estimates.

      Concentration of Credit Risk--Financial instruments that potentially
subject the Company to concentration of credit risk principally consist of trade
accounts receivable. The Company performs ongoing credit evaluations of its
customers but generally does not require collateral to support customer
receivables.

      Income Taxes--The Company recognizes income tax expense for financial
reporting purposes following the asset and liability approach for computing
deferred income taxes. Under this method, the deferred tax assets and
liabilities are determined based on the difference between financial reporting
and tax bases of assets and liabilities based on enacted tax rates. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized.

      Net Loss Per Share--The Company has computed basic and diluted net loss
per share based on the weighted average number of shares of common stock and
potential common stock outstanding during the period. Potential common stock,
for purposes of determining diluted net loss per share, would include, where
applicable, the effects of dilutive stock options, warrants, and convertible
securities, and the effect of such potential common stock would be computed
using the treasury stock method or the if-converted method. None of the
Company's outstanding options and warrants are considered to be dilutive.

      Comprehensive Income (Loss)--In 1998, the Company adopted the provisions
of Statement of Financial Accounting Standards No. 130 ("SFAS 130"), Reporting
Comprehensive Income. As such, a consolidated statement of comprehensive loss
reflecting the aggregation of net loss and foreign currency translation
adjustments, the Company's principal components of other comprehensive income or
loss, has been presented for each of the three years in the period ended
December 31, 1998.

      Operating Segments--In 1998, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 131 ("SFAS 131"), Disclosures
about Segments of an Enterprise and Related Information (Note 13). SFAS 131
superceded SFAS 14 and its adoption resulted in revised and additional
disclosures but had no effect on the financial position, results of operations
or liquidity of the Company.


                                      F-9

<PAGE>
 
      New Accounting Pronouncements--In June 1998, Statement of Financial
Accounting Standards No. 133 ("SFAS 133"), Accounting for Derivative Instruments
and Hedging Activities was issued. SFAS 133 established standards for the
accounting and reporting of derivative instruments and hedging activities and
requires that all derivative financial instruments be measured at fair value and
recognized as assets or liabilities in the financial statements. The Statement
will be adopted by the Company during fiscal 2000, and the Company is currently
evaluating the impact of such adoption.

      In April 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position ("SoP") 98-5, Reporting on the Costs of
Start-Up Activities. SoP 98-5 provides guidance on the financial reporting of
start-up and organizational costs. The effect of adopting SoP 98-5 is not
expected to have a material effect on the financial position, results of
operation or liquidity of the Company.

      Reclassifications--Certain previous year amounts have been reclassified to
conform with current year presentation.

3. ACQUISITIONS

      On June 9, 1998 the Company acquired TresCom International, Inc.
("TresCom"), a long distance telecommunications carrier focused on international
long distance traffic originating in the United States and terminating in the
Caribbean and Central and South America regions. As a result of the acquisition,
all of the approximately 12.7 million TresCom common shares outstanding were
exchanged for approximately 7.8 million shares of the Company's common stock
valued at approximately $138 million. An additional $11.7 million cash purchase 
obligation associated with a subsidiary of TresCom is expected to paid during 
1999 and has been included in accrued expenses and other current liabilities.

      In March 1998 the Company purchased a 60% controlling interest in
Hotkey Internet Services Pty., Ltd. ("Hotkey"), an Australian Internet service
provider, for approximately $1.3 million.

      Effective March 1, 1998 the Company acquired all of the outstanding stock
of Eclipse Telecommunications Pty., Ltd. ("Eclipse"), a data communications
provider in Australia. The Company paid approximately $1.8 million in cash and
27,500 shares of the Company's Common Stock for Eclipse.

      On October 20, 1997, the Company acquired the equity and ownership
interests in Telepassport L.L.C. ("Telepassport") for a purchase price of $6.0
million. Additionally, on October 20, 1997, the Company purchased substantially
all of the assets of USFI, Inc. ("USFI") for $5.5 million. Telepassport and USFI
were under common control and engaged in the business of providing international
and domestic telecommunication services, including long distance and
reorigination services in Europe, Asia, and South Africa.

      On April 8, 1997, the Company acquired the assets of Cam-Net
Communications Network, Inc. and its subsidiaries, a Canadian based provider of
domestic and international long distance service. The purchase price was
approximately $5.0 million in cash.

      On March 1, 1996, the Company acquired the outstanding capital stock of
Axicorp Pty., Ltd. (subsequently renamed Primus Australia), the fourth largest
telecommunications carrier in Australia. The purchase price consisted of cash,
Company stock, and seller financing. The Company paid $5.7 million cash,
including transaction costs, and issued 455,000 shares of its Series A
Convertible Preferred Stock, which were subsequently converted to 1,538,355
common shares. The Company also issued two notes aggregating $8.1 million to the
sellers, both of which were repaid in full during 1997.

      The Company has accounted for all of these acquisitions using the purchase
method. Accordingly, the results of operations of the acquired companies are
included in the consolidated results of operations of the Company, as of the
date of their respective acquisition.


                                      F-10

<PAGE>
 
      Unaudited pro forma operating results for the years ended December 31, 
1998 and 1997, as if the acquisitions of TresCom, Telepassport and USFI had 
occurred asof January 1, 1997, are as follows (in thousands, except per share
amounts):

                                                       1998             1997
                                                       ----             ----
Net revenue                                          $ 485,196        $ 448,929
Net loss                                             $ (75,956)       $ (63,426)
Basic and diluted net loss per share                 $   (2.73)       $   (2.43)

      The pro forma financial information is presented for informational
purposes only and is not necessarily indicative of the operating results that
would have occurred had the acquisitions been consummated as of the above dates,
nor are they necessarily indicative of future operations.

4. PROPERTY AND EQUIPMENT

      Property and equipment consist of the following (in thousands):

                                                                December 31,
                                                         -----------------------
                                                            1998         1997
                                                         ---------     --------

        Network equipment                                $ 148,413     $ 48,246
        Furniture and equipment                             11,987        9,334
        Leasehold improvements                               2,907        1,845
        Construction in progress                            16,157        5,147
                                                         ---------     --------
                                                           179,464       64,572
        Less: Accumulated depreciation and amortization    (20,591)      (5,331)
                                                         ---------     --------
                                                         $ 158,873     $ 59,241
                                                         =========     ========

      Equipment under capital leases totaled $34.5 million and $9.2 million with
accumulated depreciation of $4.3 million and $0.8 million at December 31, 1998
and 1997, respectively.

5. LONG-TERM OBLIGATIONS

      Long-term obligations consist of the following (in thousands):

                                                                December 31,
                                                        ------------------------
                                                          1998          1997
                                                        ---------     ---------

        Obligations under capital leases                $  28,268     $   8,487
        Revolving Credit Agreement                         17,819            --
        Senior Notes                                      372,978       222,616
        Other long-term obligations                         1,109           108
                                                        ---------     ---------
               Subtotal                                   420,174       231,211
        Less: Current portion of long-term obligations    (22,423)       (1,059)
                                                        ---------     ---------
                                                        $ 397,751     $ 230,152
                                                        =========     =========

      As a result of the acquisition of TresCom, the Company has a $25 million
revolving credit and security agreement (the "Revolving Credit Agreement") with
a commercial bank secured by certain of the Company's accounts receivable. In
January 1999, the Company voluntarily repaid in full and terminated the
Revolving Credit Agreement.

      On May 19, 1998 the Company completed the sale of $150 million 9 7/8%
Senior Notes ("1998 Senior Notes"). The 1998 Senior Notes are due May 15, 2008
with early redemption at the option of the 


                                      F-11

<PAGE>
 
Company at any time after May 15, 2003. In addition, prior to May 15, 2001, the
Company may redeem up to 25% of the originally issued principal amount of the
1998 Senior Notes at 109.875% of the principal amount thereof, plus accrued and
unpaid interest through the redemption date. Interest is payable each May 15th
and November 15th.

      On August 4, 1997 the Company completed the sale of $225 million 11 3/4%
Senior Notes ("1997 Senior Notes") and Warrants ("the Offering") to purchase
392,654 shares of the Company's common stock. The 1997 Senior Notes are due
August 1, 2004 with early redemption at the option of the Company at any time
after August 1, 2001, at a premium to par value. Dividends are currently
prohibited by the senior notes indenture. Interest payments are due
semi-annually on February 1st and August 1st. A portion of the proceeds from the
offering of the 1997 Senior Notes have been pledged to secure the first six
semi-annual interest payments on the 1997 Senior Notes and are reflected on the
balance sheet as restricted investments. A portion of the proceeds of the
Offering, $2.535 million, was allocated to the warrants, and the resulting debt
discount is being amortized over the life of the debt on the straight-line
method which does not differ materially from the effective interest method.

6. INCOME TAXES

      The differences between the tax provision calculated at the statutory
federal income tax rate and the actual tax provision for each period is shown in
the table below (in thousands):

                                                     For the Year Ended
                                                        December 31,
                                              ----------------------------------
                                                1998         1997        1996
                                              --------     --------     -------

Tax benefit at federal statutory rate         $(22,277)    $(12,294)    $(2,913)
State income tax, net of federal benefit        (1,387)      (2,100)       (491)
Foreign taxes                                       --           81         196
Unrecognized  benefit  of net  operating
     losses                                     21,506       14,394       3,387
Other                                            2,158           --          17
                                              --------     --------     -------
Income taxes                                  $     --     $     81     $   196
                                              ========     ========     =======

      The significant components of the Company's deferred tax assets and
liabilities are as follows (in thousands):

                                                               December 31,
                                                          ----------------------
                                                           1998          1997
                                                         --------      --------

Deferred tax assets (non-current):
        Cash to accrual basis adjustments (U.S.)         $    269      $    590
        Accrued expenses                                    5,393           936
        Net operating loss carryforwards                   32,606        17,856
        Valuation allowance                               (38,268)      (16,762)
                                                         --------      --------
                                                         $     --      $     --
                                                         ========      ========

Deferred tax liabilities (current):
        Accrued income                                   $     --      $    903
        Other                                                  --           385


                                      F-12

<PAGE>
 
        Depreciation                                          361           526
                                                         --------      --------
                                                         $    361      $  1,814
                                                         ========      ========

      During the year ended December 31, 1998, the valuation allowance increased
by approximately $21.5 million primarily due to the acquisition of TresCom and
its related net operating losses.

      At December 31, 1998, the Company had operating loss carryforwards
available to reduce future federal taxable income which expire as follows (in
millions):

               Year                     Primus              TresCom
          ----------------            -----------         ------------

               2009                         $6.1                 $5.8
               2010                          7.1                  5.4
               2011                          6.9                  1.9
               2012                         33.2                 10.6
               2018                         35.6                   --
                                      ===========         ============
                                           $88.9                $23.7
                                      ===========         ============
      Approximately $23.7 million of operating loss carryforwards relate to the
acquisition of TresCom. Utilization of these operating losses is limited to the
offset of future TresCom operating income. The Company's net operating loss
carryforwards for state purposes are not significant and, therefore, have not
been recorded as deferred tax assets.

      At December 31, 1998, the Company had Australian and United Kingdom net
operating loss carryforwards of $18.6 million and $2.1 million (in United States
dollars), respectively, that have no expiration periods.
     
      No provision was made in 1998 for U.S. income taxes on the undistributed
earnings of the foreign subsidiaries as it is the Company's intention to utilize
those earnings in the foreign operations for an indefinite period of time or to
repatriate such earnings only when tax effective to do so. It is not practicable
to determine the amount of income or withholding tax that would be payable upon
the remittance of those earnings.

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts reported in the consolidated balance sheet for cash
and cash equivalents, restricted investments, accounts receivable and accounts
payable approximate fair value. The estimated fair value of the Company's 1998
and 1997 Senior Notes (carrying value of $373 million), based on quoted market
prices, at December 31, 1998 was $375 million. The estimated fair value of the
Company's 1997 Senior Notes (carrying value of $223 million), based on quoted
market prices, at December 31, 1997 was $242 million.

8. COMMITMENTS AND CONTINGENCIES

      Future minimum lease payments under capital lease obligations and
non-cancelable operating leases as of December 31, 1998 are as follows (in
thousands):

                                                     Capital       Operating
Year Ending December 31,                             Leases         Leases
                                                    ----------   -----------
        1999                                           $7,219        $5,295
        2000                                            7,604         3,502
        2001                                            8,088         3,187


                                      F-13

<PAGE>
 
        2002                                            8,045         2,740
        2003                                            4,934         1,754
        Thereafter                                        198         3,058
                                                    -----------  -----------

        Total minimum lease payments                   36,088       $19,536
                                                                 ===========
        Less: Amount representing interest             (7,820)
                                                    ----------
                                                      $28,268
                                                    ==========

      Rent expense under operating leases was $4.8 million, $2.6 million and
$1.1 million for the years ended December 31, 1998, 1997 and 1996, respectively.

9. STOCKHOLDERS' EQUITY

      In December 1998, the Company adopted a Stockholders' Rights Plan (the
"Rights Plan") under which preferred stock purchase rights have been granted to
the Company's common stockholders of record at the close of business on December
31, 1998. The rights will become exercisable if a person or group becomes the
beneficial owner of more than 20% of the outstanding common stock of the Company
or announces an offer to become the beneficial owner of more than 20% of the
outstanding common stock of the Company.

      In June 1998, the Company issued 7,836,324 shares of its common stock,
valued at $137.6 million, in exchange for all of the outstanding common shares
of TresCom. Additionally, the Board amended the Company's Amended and Restated
Certificate of Incorporation (the "Certificate") to increase the authorized
Common Stock to 80,000,000 shares.

      In October 1997, the Company issued 1,842,941 shares of its common stock
pursuant to the exercise of certain warrants, which had been issued in
connection with the Company's $ 16 million July 1996 private equity sale. In
connection with such exercise, the Company received approximately $1.5 million.

      In August 1997 the Company completed a Senior Notes and Warrants Offering.
Warrants valued at $2,535,000 to purchase 392,654 shares of the Company's common
stock at a price of $ 9.075 per share were issued.

      In November 1996, the Company completed an initial public offering of
5,750,000 shares of its Common Stock. The net proceeds to the Company (after
deducting underwriter discounts and offering expenses) were $54.4 million.

      In connection with the Company's initial public offering, the Board
approved a split of all shares of Common Stock at a ratio of 3.381 to one as of
November 7, 1996 and amended the Company's Certificate to increase the
authorized Common Stock to 40,000,000 shares. All share amounts presented have
been restated to give effect to the November 7, 1996 stock split.

      In February 1996, the Company's Certificate was amended to authorize
2,455,000 shares of Preferred Stock (nonvoting) with a par value of $0.01 per
share. On March 1, 1996, 455,000 shares of Series A Convertible Preferred Stock
were issued in connection with the purchase of Primus Australia. The outstanding
Preferred Stock was converted to Common Stock prior to the date of the Company's
initial public offering.

10. STOCK-BASED COMPENSATION

      In December 1998, the Company established the 1998 Restricted Stock Plan
(the "Restricted Plan") to facilitate the grant of restricted stock to selected
individuals who contribute to the development and success of the Company. The
total number of shares of common stock that may be granted under the 


                                      F-14

<PAGE>
 
Restricted Plan is 750,000. As of December 31, 1998, there had not been any
grants under the Restricted Plan.

      The Company sponsors an Employee Stock Option Plan (the "Employee Plan").
The total number of shares of common stock authorized for issuance under the
Employee Plan is 3,690,500. Under the Employee Plan, awards may be granted to
key employees of the Company and its subsidiaries in the form of Incentive Stock
Options or Nonqualified Stock Options. The Employee Plan allows the granting of
options at an exercise price of not less than 100% of the stock's fair value at
the date of grant. The options vest over a period of up to three years, and no
option will be exercisable more than ten years from the date it is granted.

      The Company sponsors a Director Stock Option Plan (the "Director Plan")
for non-employee directors. Under the Director Plan, an option is granted to
each qualifying non-employee director to purchase 15,000 shares of common stock,
which vests over a two-year period. The option price per share is the fair
market value of a share of common stock on the date the option is granted. No
option will be exercisable more than ten years from the date of grant. An
aggregate of 338,100 shares of common stock were reserved for issuance under the
Director Plan.

      A summary of stock option activity during the three years ended December
31, 1998 is as follows:


<TABLE>
<CAPTION>
                                         1998                         1997                        1996
                               ------------------------      -----------------------      ----------------------
                                               Weighted                     Weighted                    Weighted
                                               Average                       Average                    Average
                                               Exercise                     Exercise                    Exercise
                                 Shares         Price         Shares         Price         Shares         Price
                                ----------    ---------      ---------      --------     ----------     --------
<S>                             <C>             <C>          <C>             <C>            <C>           <C>   
Options outstanding-
    Beginning of year           2,555,360       $ 6.95       1,587,894       $ 3.02         722,015       $ 2.64
Granted                         1,298,937        16.07       1,063,750        12.59         913,552         3.35
Exercised                        (488,835)        7.42         (35,724)        1.19              --           --
Forfeitures                      (236,896)       17.52         (60,560)        6.27         (47,673)        3.55
                                ---------       ------       ---------       ------       ---------       ------

Outstanding - end of year       3,128,566       $ 9.87       2,555,360       $ 6.95       1,587,894       $ 3.02
                                ---------       ------       ---------       ------       ---------       ------

Eligible for
 exercise-End of year           1,427,041       $ 6.93         899,170       $ 3.00         511,149       $ 2.81
                                =========       ======         =======       ======       =========       ======
</TABLE>


The following table summarizes information about stock options outstanding at
December 31, 1998:


<TABLE>
<CAPTION>
                           -----------------------------------   -----------------------------
                                    Options Outstanding               Options Exercisable
                           -----------------------------------   -----------------------------
                                           Weighted
                                            Average    Weighted                    Weighted
                                           Remaining   Average                     Average
                              Total          Life      Exercise      Total         Exercise
  Range of Option Prices   Outstanding     in years     Price     Exercisable       Price
- ------------------------------------------------------------     -----------------------------
<S>                          <C>             <C>        <C>          <C>              <C>  
     $ 0.01 to $ 3.55        1,176,527       2.06       $3.07        913,195          $2.99
     $ 3.56 to $ 14.00       1,474,017       4.73      $12.24        409,307         $12.59
    $ 14.01 to $ 23.87         478,022       5.39      $19.28        104,539         $19.13
                             ---------                             ---------
                             3,128,566                             1,427,041
                             =========                             =========
</TABLE>


                                      F-15

<PAGE>
 
      The weighted average fair value at date of grant for options granted
during 1998, 1997 and 1996 was $7.37, $5.45 and $1.38 per option, respectively.
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:

                                                 1998        1997        1996
                                                 ----        ----        ----

Expected dividend yield                               0%          0%          0%
Expected stock price volatility                      97%         80%         49%
Risk-free interest rate                             4.5%        5.7%        6.0%
Expected option term                            4 years     4 years     4 years

      If compensation cost for the Company's grants for stock-based compensation
had been recorded consistent with the fair value-based method of accounting per
SFAS 123, the Company's pro forma net loss, and pro forma basic and diluted net
loss per share for the years ending December 31, would be as follows:

                                             1998          1997          1996
                                          ----------    ----------    ----------
Net loss (amounts in thousands)
     As reported                          $ (63,648)    $ (36,239)    $  (8,764)
     Pro forma                            $ (67,621)    $ (37,111)    $  (9,242)

Basic and diluted net loss per share
     As reported                          $   (2.61)    $   (1.99)    $   (0.75)
     Pro forma                            $   (2.77)    $   (2.03)    $   (0.79)

11. EMPLOYEE BENEFIT PLANS

      The Company sponsors a 401(k) employee benefit plan (the "401(k) Plan")
that covers substantially all United States based employees. Employees may
contribute amounts to the 401(k) Plan not to exceed statutory limitations. The
401(k) plan provides an employer matching contribution of 50% of the first 6% of
employee annual salary contributions. The employer match is made in common stock
of the Company and is subject to 3-year cliff vesting. The Company contributed
Primus common stock valued at approximately $119,000 and $45,000 during 1998 and
1997.

      Effective January 1, 1998, the Company adopted an Employee Stock Purchase
Plan ("ESPP"). The ESPP allows employees to contribute up to 15% of their
compensation to be used toward purchasing the Company's common stock at 85% of
the fair market value. An aggregate of 2,000,000 shares of common stock were
reserved for issuance under the ESPP.

12. RELATED PARTIES

      In June 1998, a subsidiary of the Company entered into a $2.1 agreement 
for the design, manufacture, installation and the provision of training with
respect to a satellite earth station in London. A Director of the Company is the
Chairman and a stockholder of the company providing such services. During 1998,
$1.2 million was paid for the above services.

13. VALUATION AND QUALIFYING ACCOUNTS

      Activity in the Company's allowance accounts for the years ended December
31, 1998, 1997 and 1996 was as follows (in thousands):


<TABLE>
<CAPTION>
                                   Doubtful Accounts
- ----------------------------------------------------------------------------------------
                               Charged to
            Balance at         Costs and                                Balance at
Period  Beginning of Period     Expenses     Deductions  Other (1)    End of Period
- ------  -------------------     --------     ----------  ---------    -------------
<S>           <C>                <C>          <C>         <C>            <C>      
 1996         $  132             $1,960       $   (377)   $   870        $   2,585
 1997         $2,585             $6,185       $ (4,309)   $   583        $   5,044
 1998         $5,044             $9,431       $(12,772)   $13,273        $  14,976
</TABLE>



                                      F-16

<PAGE>
 

<TABLE>
<CAPTION>
                             Deferred Tax Asset Valuation
- -----------------------------------------------------------------------------------
                               Charged to
            Balance at         Costs and                                Balance at
Period  Beginning of Period     Expenses     Deductions    Other      End of Period
- ------  -------------------     --------     ----------    -----      -------------
<S>           <C>                <C>             <C>        <C>          <C>    
 1996         $ 1,087            $ 1,641         $-         $-           $ 2,728
 1997         $ 2,728            $14,034         $-         $-           $16,762
 1998         $16,762            $21,506         $-         $-           $38,268
</TABLE>


(1)   Other additions represent the allowances for doubtful accounts, which were
      recorded in connection with business acquisitions.

14. OPERATING SEGMENT AND RELATED INFORMATION

The Company has three reportable operating segments based on management's
organization of the enterprise into geographic areas - North America,
Asia-Pacific and Europe. The Company evaluates the performance of its segments 
and allocates resources to them based upon net revenue and EBITDA.  The Company 
defines EBITDA as net income (loss) before interest expense and interest income,
income taxes, depreciation and amortization and other income (expense).

Operations and assets of the North American segment include shared corporate 
functions and assets which the Company does not allocate to its other geographic
segments for management reporting purposes. Summary information with respect to
the Company's segments is as follows (in thousands):

                                               Year Ended December 31,
                                        -------------------------------------
                                           1998          1997          1996
                                        ---------     ---------     ---------

Net Revenue
North America                           $ 188,008     $  74,359     $  16,573
Asia-Pacific                              172,757       183,126       151,253
Europe                                     60,863        22,712         5,146
                                        =========     =========     =========
     Total                              $ 421,628     $ 280,197     $ 172,972
                                        =========     =========     =========

EBITDA
North America                           $ (14,420)    $ (14,709)    $  (5,965)
Asia-Pacific                                1,482        (5,856)        2,207
Europe                                      2,018        (2,591)       (2,229)
                                        =========     =========     =========
      Total                             $ (10,920)    $ (23,156)    $  (5,987)
                                        =========     =========     =========

Capital Expenditures
North America                           $  33,431     $  12,441     $   7,453
Asia-Pacific                               24,589        16,506         4,263
Europe                                     17,763        10,518         1,029
                                        =========     =========     =========
     Total                              $  75,983     $  39,465     $  12,745
                                        =========     =========     =========

                                                     December 31,
                                        -------------------------------------
                                          1998          1997          1996
                                        ---------     ---------     ---------
Assets
North America                           $ 507,356     $ 249,109     $  67,575
Asia-Pacific                              109,290        83,476        62,823
Europe                                     57,317        22,808         5,211
                                        =========     =========     =========
     Total                              $ 673,963     $ 355,393     $ 135,609
                                        =========     =========     =========


                                      F-17

<PAGE>
 
The above expenditures for long-lived assets exclude assets acquired in business
combinations and under terms of capital leases.

15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a tabulation of the unaudited quarterly results of operations
for the two years ended December 31, 1998 and 1997:


<TABLE>
<CAPTION>
                                        For the quarter ended
                  ------------------------------------------------------------------------
                    March 31, 1998  June 30, 1998    September 30, 1998  December 31, 1998
                  ------------------------------------------------------------------------
                                            (in thousands)
<S>                     <C>            <C>                <C>               <C>     
Net Revenue             $ 80,051       $ 99,475           $116,047          $126,055
Gross Margin            $ 11,329       $ 15,349           $ 19,490          $ 22,444
Net Loss                $(12,317)      $(14,793)          $(19,035)         $(17,503)

<CAPTION>
                                        For the quarter ended
                  --------------------------------------------------------------------
                  March 31, 1997  June 30, 1997  September 30, 1997 December 31, 1997
                  --------------------------------------------------------------------
                                            (in thousands)
<S>                       <C>            <C>               <C>               <C>     
Net Revenue               $59,036        $70,045           $ 73,018          $ 78,098
Gross Margin              $ 4,002        $ 5,867           $  7,752          $  9,845
Net Loss                  $(4,907)       $(8,875)          $(10,591)         $(11,866)
</TABLE>


16. SUBSEQUENT EVENTS

      On March 31, 1999, the Company purchased the common stock of London 
Telecom Network, Inc. and certain related entities that provide long distance 
telecommunications services in Canada (the "LTN Companies"), for approximately 
$36 million in cash (including payments made in exchange for certain 
non-competition agreements).  In addition, on March 31, 1999, the Company 
entered into an agreement to purchase for $14 million in cash substantially all 
of the operating assets of Wintel CNC Communications Inc. and Wintel CNT 
Communications Inc. (the "Wintel Companies"), which are Canada-based long 
distance telecommunications providers affiliated with the LTN Companies.  The 
purchase of the assets of the Wintel Companies is expected to close in early May
1999.  If the LTN companies and the Wintel Companies collectively achieve 
certain financial goals during the first half of 1999, the Company has agreed to
pay up to an additional $4.6 million in cash.
 
      In February 1999 the Company purchased the remaining 40% of Hotkey
Internet Services Pty., Ltd. ("Hotkey"), a Melbourne, Australia-based Internet
service provider. The remaining 40% was purchased for approximately $1.1 million
comprised of $0.3 million in cash and 57,025 shares of the Company's common
stock.

      On February 5, 1999 the Company acquired all of the outstanding shares in
the capital of GlobalServe Communications, Inc., a privately held Internet
services provider ("ISP") based in Toronto, Canada. The purchase price of
approximately $4.2 million was comprised of $2.1 million in cash and 142,806
shares of the Company's common stock.


                                      F-18

<PAGE>
 
      On January 29, 1999 the Company completed the sale of $200 million 11 1/4%
Senior Notes ("1999 Senior Notes") due 2009 with semi-annual interest payments.
The $192.5 million in net proceeds of the 1999 Senior Notes will be used to fund
capital expenditures to expand and develop the Company's global Network and
other corporate purposes.


                                      F-19





<PAGE>
 
                                                                     Exhibit 4.3

                             SUPPLEMENTAL INDENTURE

            SUPPLEMENTAL INDENTURE dated as of January 20, 1999 (the
"Supplemental Indenture") between PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED,
a Delaware corporation, as issuer (the "Company"), and FIRST UNION NATIONAL
BANK, a banking association organized and existing under the laws of the United
States, as trustee (the "Trustee").

                              W I T N E S S E T H :

            WHEREAS, the Company and the Trustee are parties to the Indenture
dated as of August 4, 1997 (as the same has been amended, and may hereafter be
further amended, supplemented or otherwise modified from time to time, the
"Indenture") relating to the 11-3/4% Senior Notes due 2004 (the "Notes") of the
Company;

            WHEREAS, the Board of Directors of the Company has adopted a
resolution authorizing the Company to enter into this Supplemental Indenture;

            WHEREAS, Section 902 of the Indenture authorizes the Company and the
Trustee, in accordance with the terms thereof, to enter into this supplemental
indenture with the consent of the Holders of not less than a majority in
principal amount of the Notes; and

            WHEREAS, the Company has requested the Trustee and the Trustee has
agreed to join in the execution of this Supplemental Indenture pursuant to
Section 902
 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.

            1.1. Amendment to Section 101 (Definitions). Section 101 of the
Indenture is hereby amended by:

                  (a) deleting the percentage amount "5.0%" from clause (vii) of
the definition of Permitted Investment, and substituting therefor "10.0%";

                  (b) deleting in its entirety clause (xxi) from the definition
of Permitted Liens and substituting therefor the following clauses (xxi) and
(xxii):

            "(xxi) Liens on the property or assets of a Restricted Subsidiary
      securing Indebtedness of such Subsidiary which Indebtedness is permitted
      under the Indenture; and (xxii) Liens securing Indebtedness under Credit
      Facilities incurred in compliance with clauses (i) and (ii) of paragraph
      (b) of Section 1011."

            1.2. Amendment to Section 1011 (Limitation on Indebtedness). Section
1011 of the Indenture is hereby amended by deleting such Section in its
entirety, and substituting therefor, the following new Section 1011:

            "SECTION 1011. Limitation on Indebtedness.

<PAGE>
 
            (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness (other than the Notes and Existing
Indebtedness); provided, however, that the Company may Incur Indebtedness, and
any Restricted Subsidiary may Incur Acquired Indebtedness, if immediately
thereafter the ratio of (i) the aggregate principal amount (or accreted value,
as the case may be) of Indebtedness of the Company and its Restricted
Subsidiaries on a consolidated basis outstanding as at the Transaction Date to
(ii) the Pro Forma Consolidated Cash Flow for the preceding two full fiscal
quarters multiplied by two, determined on a pro forma basis as if any such
Indebtedness that had been Incurred and the proceeds thereof had been applied at
the beginning of such two fiscal quarters, would be greater than zero and less
than 5.0 to 1.

            (b) Notwithstanding the foregoing, the Company and (except for
Indebtedness under subsections (v) and (vii) below) any Restricted Subsidiary
may Incur each and all of the following:

                  (i) Indebtedness of the Company or any Restricted Subsidiary
under one or more Credit Facilities in an aggregate principal amount at any one
time outstanding not to exceed the greater of (a) $50 million or (b) 65% of
Eligible Accounts Receivable, subject to any permanent reductions required by
any other terms of the Indenture;

                  (ii) Indebtedness (including Guarantees) Incurred by the
Company or a Restricted Subsidiary after the Closing Date to finance the cost
(including the cost of design, development, construction, acquisition,
installation or integration) of equipment used in the telecommunications
business or ownership rights with respect to indefeasible rights of use or
minimum investment units (or similar ownership interests) in domestic or
transnational fiber optic cable or other transmission facilities, in each case
purchased or leased by the Company or a Restricted Subsidiary after the Closing
Date (including acquisitions by way of Capitalized Leases and acquisitions of
the Capital Stock of a Person that becomes a Restricted Subsidiary to the extent
of the Fair Market Value (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and evidenced by a Board Resolution) of
such equipment, ownership rights or minimum investment units so acquired,
excluding the portion of the Fair Market Value of such Capital Stock
attributable to property other than such equipment, ownership rights or minimum
investment units);

                  (iii) Indebtedness of any Restricted Subsidiary to the Company
or Indebtedness of the Company or any Restricted Subsidiary to any other
Restricted Subsidiary; provided that any subsequent issuance or transfer of any
Capital Stock which results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any subsequent transfer of such Indebtedness not
permitted by this clause (iii) (other than to the Company or another Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such
Indebtedness, and provided further that Indebtedness of the Company to a
Restricted Subsidiary must be subordinated in right of payment to the Notes;

                  (iv) Indebtedness of the Company or a Restricted Subsidiary
issued in exchange for, or the net proceeds of which are used to refinance or
refund, then outstanding Indebtedness of the Company or a Restricted Subsidiary,
other than Indebtedness Incurred under clauses (i), (iii), (vi), (viii) and (ix)
of this paragraph,


                                      -2-

<PAGE>
 
and any refinancings thereof in an amount not to exceed the amount so refinanced
or refunded (plus premiums, accrued interest, and reasonable fees and expenses);
provided that such new Indebtedness shall only be permitted under this clause
(iv) if (A) in case the Notes are refinanced in part or the Indebtedness to be
refinanced is pari passu with the Notes, such new Indebtedness, by its terms or
by the terms of any agreement or instrument pursuant to which such new
Indebtedness is issued or remains outstanding, is expressly made pari passu
with, or subordinate in right of payment to, the remaining Notes, (B) in case
the Indebtedness to be refinanced is subordinated in right of payment to the
Notes, such new Indebtedness, by its terms or by the terms of any agreement or
instrument pursuant to which such new Indebtedness is issued or remains
outstanding, is expressly made subordinate in right of payment to the Notes at
least to the extent that the Indebtedness to be refinanced is subordinated to
the Notes and (C) such new Indebtedness, determined as of the date of Incurrence
of such new Indebtedness, does not mature prior to the Stated Maturity of the
Indebtedness to be refinanced or refunded, and the Average Life of such new
Indebtedness is at least equal to the remaining Average Life of the Indebtedness
to be refinanced or refunded; and provided further that in no event may
Indebtedness of the Company be refinanced by means of any Indebtedness of any
Restricted Subsidiary pursuant to this clause (iv);

                  (v) Indebtedness of the Company not to exceed, at any one time
outstanding, (A) 2.00 times the Net Cash Proceeds received by the Company after
May 18, 1998 from the issuance and sale of its Common Stock (other than
Redeemable Stock) to a Person that is not a Subsidiary of the Company, to the
extent such Net Cash Proceeds have not been used pursuant to clause (C)(2) of
the first paragraph or clauses (iii) or (iv) of the second paragraph of Section
1012 to make a Restricted Payment plus (B) 1.50 times the Fair Market Value (as
determined in good faith by the Board of Directors, whose determination shall be
conclusive and evidenced by a Board Resolution) of property (other than cash and
cash equivalents) used in a Permitted Business or common equity interests in a
Person (the property and assets of such Person consisting primarily of
telecommunications assets) that becomes a Restricted Subsidiary (such Fair
Market Value being that of the common equity interests received pursuant to the
transaction resulting in such Person becoming a Restricted Subsidiary), and, in
each case, received by the Company after May 18, 1998 from the issuance or sale
of its Common Stock (other than Redeemable Stock) to a Person that is not a
Subsidiary of the Company to the extent such sale of Common Stock has not been
used pursuant to clauses (iii) and (iv) of the second paragraph of Section 1012
to make a Restricted Payment; provided that such Indebtedness does not mature
prior to the Stated Maturity of the Notes and the Average Life of such
Indebtedness is longer than that of the Notes;

                  (vi) Indebtedness of the Company or any Restricted Subsidiary
(A) in respect of performance, surety or appeal bonds or letters of credit
supporting trade payables, in each case provided in the ordinary course of
business, (B) under Currency Agreements and Interest Rate Agreements; provided
that such agreements (a) are designed solely to protect the Company or any
Restricted Subsidiary against fluctuation in foreign currency exchange rates or
interest rates and (b) do not increase the Indebtedness of the obligor
outstanding at any time other than as a result of fluctuations in foreign
currency exchange rates or interest rates or by reason of fees, indemnities and
compensation payable thereunder; and (C) arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations, or from
Guarantees or letters of credit, surety bonds or performance bonds securing any
obligations of the Company or any of its Restricted Subsidiaries pursuant to
such


                                     -3-

<PAGE>
 
agreements, in any case Incurred in connection with the disposition of any
business, assets or Restricted Subsidiary of the Company (other than Guarantees
of Indebtedness Incurred by any Person acquiring all or any portion of such
business, assets or Restricted Subsidiary for the purpose of financing such
acquisition), in a principal amount not to exceed the gross proceeds actually
received by the Company or any Restricted Subsidiary in connection with such
disposition;

                  (vii) Indebtedness of the Company, to the extent that the net
proceeds thereof are promptly (A) used to repurchase Notes tendered in a Change
of Control Offer or (B) deposited to defease all of the Notes as set forth in
Article XIII;

                  (viii) Indebtedness of a Restricted Subsidiary represented by
a Guarantee of the Notes and any other Indebtedness of the Company permitted by
and made in accordance with Section 1018;

                  (ix) Indebtedness of the Company or any Restricted Subsidiary
not otherwise permitted hereunder in an aggregate principal amount which, when
aggregated with the principal amount of all other Indebtedness then outstanding
and incurred pursuant to this clause (ix), does not exceed $200 million at any
one time outstanding, provided that to the extent that the Indebtedness
outstanding and incurred pursuant to this clause (ix) exceeds $125 million, such
excess Indebtedness must be unsecured Indebtedness of the Company and must be
expressly made, by its terms or the terms of any agreement or instrument
pursuant to which such Indebtedness is issued or remains outstanding, (A)
subordinate in right of payment to the Notes or (B) pari passu with the Notes
and, in the case of such pari passu Indebtedness, must mature after the Stated
Maturity of the Notes and have an Average Life longer than that of the Notes;
and

                  (x) Acquired Indebtedness.

            (c) Notwithstanding any other provision of this Section 1011, the
maximum amount of Indebtedness that the Company or a Restricted Subsidiary may
Incur pursuant to this Section 1011 shall not be deemed to be exceeded with
respect to any outstanding Indebtedness due solely to the result of fluctuations
in the exchange rates of currencies.

            (d) For purposes of determining any particular amount of
Indebtedness under this Section 1011, Guarantees, Liens or obligations with
respect to letters of credit supporting Indebtedness otherwise included in the
termination of such particular amount shall not be included. For purposes of
determining compliance with this Section 1011, (A) in the event that an item of
Indebtedness meets the criteria of more than one of the types of Indebtedness
described in the above clauses, the Company, in its sole discretion, shall
classify and from time to time may reclassify such item of Indebtedness and only
be required to include the amount and type of such Indebtedness in one of such
clauses and (B) the principal amount of Indebtedness issued at a price that is
less than the principal amount thereof shall be equal to the amount of the
liability in respect thereof determined in conformity with GAAP."

1.3. Amendment to Section 1012 (Limitation on Restricted Payments). Section 1012
of the Indenture is hereby amended by deleting the dollar amount "$2.5 million"
in clause (vii) of the second paragraph thereof, and substituting therefor,
"$5.0 million".

                                      -4-

<PAGE>
 
ARTICLE 2 MISCELLANEOUS.

2.1. The Trustee. The recitals contained herein shall be taken as the 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.

2.2. Limited Effect. Except as expressly amended hereby, all of the provisions,
covenants, terms and conditions of the Indenture are ratified and confirmed, and
shall remain in full force.

2.3. Counterparts; Facsimile Signatures. This Supplemental Indenture 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.

2.4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            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
                                    INCORPORATED GROUP,

 
Attest: /s/ Robert Stankey          By: /s/ John DePodesta
       ------------------------        --------------------------- 
        Name:  Robert Stankey               Name:  John DePodesta
        Title: Secretary                           Title: Executive
                                                          Vice President

                                    FIRST UNION NATIONAL BANK


Attest:_________________________    By:___________________________
        Name:                               Name:
        Title:                              Title:



                                      -5-



<PAGE>
 
                                                                     Exhibit 4.7
================================================================================

                 PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED,

                                     Issuer

                                       to

                           FIRST UNION NATIONAL BANK,

                                     Trustee

                            -------------------------

                                    Indenture

                          Dated as of January 29, 1999

                            -------------------------

                          11-1/4% Senior Notes Due 2009

                     11-1/4% Series B Senior Notes Due 2009


================================================================================

<PAGE>
 
                  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

               Reconciliation and tie between Trust Indenture Act
               of 1939 and Indenture, dated as of January 29, 1999



<TABLE>
<CAPTION>
Trust Indenture
    Act Section                                                       Indenture Section

<S>                                                                        <C>
ss.310(a)(1)      . . . . . . . . . . . . . . . . . . . . . . . . . . . .  607
      (a)(2)      . . . . . . . . . . . . . . . . . . . . . . . . . . . .  607
      (b)         . . . . . . . . . . . . . . . . . . . . . . . . . . . .  608
ss.312(c)         . . . . . . . . . . . . . . . . . . . . . . . . . . . .  701
ss.314(a)         . . . . . . . . . . . . . . . . . . . . . . . . . . . .  703
      (a)(4)      . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1008(a)
      (c)(1)      . . . . . . . . . . . . . . . . . . . . . . . . . . . .  102
      (c)(2)      . . . . . . . . . . . . . . . . . . . . . . . . . . . .  102
      (e)         . . . . . . . . . . . . . . . . . . . . . . . . . . . .  102
ss.315(b)         . . . . . . . . . . . . . . . . . . . . . . . . . . . .  601
ss. 316(a)(last
      sentence)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  101 ("Outstanding")
      (a)(1)(A)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  502, 512
      (a)(1)(B)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  513
      (b)         . . . . . . . . . . . . . . . . . . . . . . . . . . . .  508
      (c)         . . . . . . . . . . . . . . . . . . . . . . . . . . . .  104(d)
ss.317(a)(1)      . . . . . . . . . . . . . . . . . . . . . . . . . . . .  503
      (a)(2)      . . . . . . . . . . . . . . . . . . . . . . . . . . . .  504
      (b)         . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1003
ss.318(a)         . . . . . . . . . . . . . . . . . . . . . . . . . . . .  111
</TABLE>


- ----------

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.

<PAGE>
 
                                TABLE OF CONTENTS

                                                                           Page

RECITALS OF THE COMPANY......................................................1

                                  ARTICLE ONE     

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......................1

SECTION 101.  Definitions....................................................1
       Acquired Indebtedness.................................................2
       Act ..................................................................2
       Additional Notes......................................................2
       Affiliate.............................................................2
       Agent Member..........................................................2
       Asset Acquisition.....................................................2
       Asset Disposition.....................................................3
       Asset Sale............................................................3
       Average Life..........................................................3
       Board of Directors....................................................3
       Board Resolution......................................................3
       Business Day..........................................................3
       Capital Stock.........................................................4
       Capitalized Lease.....................................................4
       Capitalized Lease Obligation..........................................4
       Change of Control.....................................................4
       Change of Control Offer...............................................4
       Change of Control Payment.............................................4

       Change of Control Payment Date........................................4
       Closing Date..........................................................4
       Commission............................................................5
       Common Stock..........................................................5
       Company ..............................................................5
       Company Request" or "Company Order....................................5
       Consolidated Cash Flow................................................5
       Consolidated Fixed Charges............................................5
       Consolidated Interest Expense.........................................5
       Consolidated Net Income...............................................6
       Corporate Trust Office................................................6
       corporation...........................................................6
       covenant defeasance...................................................6
       Credit Facilities.....................................................6
       Currency Agreement....................................................6
       Default ..............................................................6
       Defaulted Interest....................................................7
       defeasance............................................................7
       Depositary............................................................7
       Eligible Accounts Receivable..........................................7
       Eligible Institution..................................................7
       Event of Default......................................................7
       Excess Proceeds.......................................................7
       Excess Proceeds Offer.................................................7
       Excess Proceeds Payment...............................................7
       Excess Proceeds Payment Date..........................................7
       Exchange Act..........................................................7
       Exchange Notes........................................................7
       Exchange Offer........................................................7
       Exchange Offer Registration Statement.................................8

<PAGE>
 
       Existing Indebtedness.................................................8
       Fair Market Value.....................................................8
       Federal Bankruptcy Code...............................................8
       GAAP .................................................................8
       Global Notes..........................................................8
       Government Securities.................................................8
       Guarantee.............................................................8
       Holder ...............................................................8
       Incur ................................................................8
       Indebtedness..........................................................9
       Indenture.............................................................9
       Initial Notes.........................................................9
       Initial Purchasers....................................................9
       Interest Payment Date.................................................9
       Interest Rate Agreement...............................................9
       Investment...........................................................10
       Lien ................................................................10
       Liquidated Damages...................................................10
       Marketable Securities................................................10
       Maturity.............................................................11
       Net Cash Proceeds....................................................11
       Non-Registration Opinion and Supporting Evidence.....................11
       Note Register" and "Note Registrar...................................11
       Notes ...............................................................12
       Officer's Certificate................................................12
       Offshore Global Notes................................................12
       Offshore Notes Exchange Date.........................................12
       Offshore Physical Notes..............................................12
       Opinion of Counsel...................................................12
       Original Notes.......................................................12
       Outstanding..........................................................12
       Paying Agent.........................................................13
       Payment Account......................................................13
       Permitted Investment.................................................13
       Permitted Liens......................................................14
       Person ..............................................................15
       Physical Notes.......................................................15
       Predecessor Note.....................................................15
       Preferred Stock......................................................15
       Private Placement Legend.............................................15
       Pro Forma Consolidated Cash Flow.....................................15
       Proportionate Share..................................................16
       Public Equity Offering...............................................16
       Purchase Money Obligations...........................................16
       Qualified Capital Stock..............................................16
       Redeemable Stock.....................................................16
       Redemption Date......................................................16
       Redemption Price.....................................................16
       Registration Rights Agreement........................................16
       Registration Statement...............................................17

<PAGE>
 
       Regular Record Date..................................................17
       Regulation S.........................................................17
       Resale Restriction Termination Date..................................17
       Responsible Officer..................................................17
       Restricted Payments..................................................17
       Restricted Subsidiary................................................17
       Rule 144A............................................................17
       Securities Act.......................................................17
       Shelf Registration Statement.........................................17
       Significant Subsidiary...............................................17
       Special Record Date..................................................18
       Stated Maturity......................................................18
       Strategic Subordinated Indebtedness..................................18
       Subordinated Indebtedness............................................18
       Subsidiary...........................................................18
       Trade Payables.......................................................18
       Transaction Date.....................................................18
       Trust Indenture Act..................................................19
       TIA .................................................................19
       Trustee .............................................................19
       Unrestricted Subsidiary..............................................19
       Unrestricted Subsidiary Indebtedness.................................19
       U.S. Global Note.....................................................19
       U.S. Government Obligations..........................................19
       U.S. Physical Notes..................................................19
       U.S. Subsidiary......................................................20
       Vice President.......................................................20
       Voting Stock.........................................................20
       Wholly Owned.........................................................20
SECTION 102.  Incorporation by Reference of Trust Indenture Act.............20
SECTION 103.  Compliance Certificates and Opinions..........................20
SECTION 104.  Form of Documents Delivered to Trustee........................21
SECTION 105.  Acts of Holders...............................................22
SECTION 106.  Notices, Etc. to Trustee, Company.............................23
SECTION 107.  Notice to Holders; Waiver.....................................23
SECTION 108.  Effect of Headings and Table of Contents......................24
SECTION 109.  Successors and Assigns........................................24
SECTION 110.  Separability Clause...........................................24
SECTION 111.  Benefits of Indenture.........................................24
SECTION 112.  Governing Law.................................................24
SECTION 113.  Legal Holidays................................................24
SECTION 114.  Currency Indemnity............................................25

                                   ARTICLE TWO

                                   NOTE FORMS

SECTION 201.  Forms Generally...............................................25
SECTION 202.  Restrictive Legends...........................................27

                                  ARTICLE THREE

<PAGE>
 
                                   THE NOTES

SECTION 301.  Titles and Terms..............................................29
SECTION 302.  Denominations.................................................30
SECTION 303.  Execution, Authentication, Delivery and Dating................30
SECTION 304.  Temporary Note................................................32
SECTION 305.  Registration, Registration of Transfer and Exchange...........32
SECTION 306.  Book-Entry Provisions for Global Notes........................33
SECTION 307.  Transfer Provisions...........................................34
SECTION 308.  Mutilated, Destroyed, Lost and Stolen Notes...................43
SECTION 309.  Payment of Interest; Interest Rights Preserved................43
SECTION 310.  Persons Deemed Owners.........................................45
SECTION 311.  Cancellation..................................................45
SECTION 312.  Computation of Interest.......................................45
SECTION 313.  CUSIP Numbers.................................................45

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.......................46
SECTION 402.  Application of Trust Money....................................47

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  Events of Default.............................................47
SECTION 502.  Acceleration of Maturity; Rescission and Annulment............49
SECTION 503.  Collection of Indebtedness and Suits for Enforcement
                     by Trustee.............................................50
SECTION 504.  Trustee May File Proofs of Claim..............................51
SECTION 505.  Trustee May Enforce Claims Without Possession of Notes........52
SECTION 506.  Application of Money Collected................................52
SECTION 507.  Limitation on Suits...........................................52
SECTION 508.  Unconditional Right of Holders to Receive Principal,
                     Premium and Interest...................................53
SECTION 509.  Restoration of Rights and Remedies............................53
SECTION 510.  Rights and Remedies Cumulative................................53
SECTION 511.  Delay or Omission Not Waiver..................................54
SECTION 512.  Control by Holders............................................54
SECTION 513.  Waiver of Past Defaults.......................................54
SECTION 514.  Waiver of Stay or Extension Laws..............................55

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.  Notice of Defaults............................................55
SECTION 602.  Certain Rights of Trustee.....................................55
SECTION 603.  Trustee Not Responsible for Recitals or Issuance of Notes.....57
SECTION 604.  May Hold Notes................................................57
SECTION 605.  Money Held in Trust...........................................57
SECTION 606.  Compensation and Reimbursement................................57
SECTION 607.  Corporate Trustee Required; Eligibility.......................58
SECTION 608.  Resignation and Removal; Appointment of Successor.............58
SECTION 609.  Acceptance of Appointment by Successor........................60
SECTION 610.  Merger, Conversion, Consolidation or Succession to Business...60

<PAGE>
 
                                 ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY............................61

SECTION 701.  Disclosure of Names and Addresses of Holders..................61
SECTION 702.  Reports by Trustee............................................61
SECTION 703.  Reports by Company............................................61

                                 ARTICLE EIGHT    

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE........................62

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms..........62
SECTION 802.  Successor Substituted.........................................63
SECTION 803.  Notes to Be Secured in Certain Events.........................63

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders............64
SECTION 902.  Supplemental Indentures with Consent of Holders...............64
SECTION 903.  Execution of Supplemental Indentures..........................65
SECTION 904.  Effect of Supplemental Indentures.............................65
SECTION 905.  Conformity with Trust Indenture Act...........................66
SECTION 906.  Reference in Notes to Supplemental Indentures.................66
SECTION 907.  Notice of Supplemental Indentures.............................66

                                   ARTICLE TEN

                                   COVENANTS

SECTION 1001.  Payment of Principal, Premium, if Any, and Interest..........66
SECTION 1002.  Maintenance of Office or Agency..............................66
SECTION 1003.  Money for Note Payments to Be Held in Trust..................67
SECTION 1004.  Corporate Existence..........................................68
SECTION 1005.  Payment of Taxes and Other Claims............................68
SECTION 1006.  Maintenance of Properties....................................69
SECTION 1007.  Insurance....................................................69
SECTION 1008.  Statement by Officers As to Default..........................69
SECTION 1009.  Provision of Financial Statements............................70
SECTION 1010.  Repurchase of Notes upon a Change of Control.................70
SECTION 1011.  Limitation on Indebtedness...................................72
SECTION 1012.  Limitation on Restricted Payments............................75
SECTION 1013.  Limitation on Dividend and Other Payment
                     Restrictions Affecting Restricted Subsidiaries.........77
SECTION 1014. Limitation on the Issuance and Sale of Capital
                     Stock of Restricted Subsidiaries.......................79
SECTION 1015.  Limitation on Transactions with Shareholders and Affiliates..79
SECTION 1016.  Limitation on Liens..........................................80
SECTION 1017.  Limitation on Asset Sales....................................80
SECTION 1018.  Limitation on Issuances of Guarantees of Indebtedness
                     by Restricted Subsidiaries.............................82
SECTION 1019.  Business of the Company......................................83

<PAGE>
 
SECTION 1020.  Limitation on Investments in Unrestricted Subsidiaries.......83
SECTION 1021.  Termination of TresCom Facility..............................83
SECTION 1022.  Waiver of Certain Covenants..................................83

                                 ARTICLE ELEVEN

                               REDEMPTION OF NOTES

SECTION 1101.  Right of Redemption..........................................84
SECTION 1102.  Applicability of Article.....................................84
SECTION 1103.  Election to Redeem Notice to Trustee.........................84
SECTION 1104.  Selection by Trustee of Notes to Be Redeemed.................85
SECTION 1105.  Notice of Redemption.........................................85
SECTION 1106.  Deposit of Redemption Price..................................86
SECTION 1107.  Notes Payable on Redemption Date.............................86
SECTION 1108.  Notes Redeemed in Part.......................................86

                                 ARTICLE TWELVE
                 [This Article Has Been Intentionally Omitted]

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  Company's Option to Effect Defeasance
                     or Covenant Defeasance.................................87
SECTION 1302.  Defeasance and Discharge.....................................87
SECTION 1303.  Covenant Defeasance..........................................88
SECTION 1304.  Conditions to Defeasance or Covenant Defeasance..............88
SECTION 1305.  Deposited Money and U.S. Government Obligations
                     to Be Held in Trust; Other Miscellaneous Provisions....90
SECTION 1306.  Reinstatement................................................90

<PAGE>
 
                                                                          Page
                                                                          ----

                                   TESTIMONIUM

                               SIGNATURE AND SEALS

EXHIBIT A......       Form of Note
EXHIBIT B......       Form of Certificate to be Delivered upon
                          Termination of Restricted Period
EXHIBIT C .....       Form of Certificate to be Delivered in Connection
                          with Transfers to Non-QIB Institutional 
                          Accredited Investors
EXHIBIT D .....       Form of Certificate to be Delivered in Connection
                          with Transfers Pursuant to Regulation S
EXHIBIT E......       Rule 144A Certificate

<PAGE>
 
            INDENTURE, dated as of January 29, 1999, between PRIMUS
TELECOMMUNICATIONS GROUP, INCORPORATED, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company"),
having its principal office at 1700 Old Meadow Road, McLean, Virginia 22102, and
FIRST UNION NATIONAL BANK, a national banking association, duly organized and
existing under the laws of the United States, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

            The Company has duly authorized the creation of an issue of 11-1/4%
Senior Notes Due 2009 (the "Initial Notes") and 11-1/4% Series B Senior Notes
Due 2009 (the "Exchange Notes" and, together with the Initial Notes, the
"Notes"), of substantially the tenor and amount hereinafter set forth, and to
provide therefor the Company has duly authorized the execution and delivery of
this Indenture. Except as otherwise provided for herein, the Notes shall be
limited to $275,000,000 in aggregate principal amount outstanding, of which
$200,000,000 in aggregate principal amount of Initial Notes will be issued on
the date hereof (the "Original Notes"). Subject to the conditions set forth
herein, the Company may issue up to $75,000,000 aggregate principal amount of
additional Notes subsequent to the Closing Date (as defined herein).

            Upon the issuance of the Exchange Notes, if any, or the
effectiveness of the Shelf Registration Statement (as defined herein), this
Indenture will be subject to the provisions of the Trust Indenture Act of 1939,
as amended, that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions. All things necessary have
been done to make the Notes, when executed by the Company and authenticated and
delivered hereunder and duly issued by the Company, the valid obligations of the
Company and to make this Indenture a valid agreement of the Company, in
accordance with their and its terms.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in consideration of the premises and the purchase of the
Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            SECTION 101. Definitions.

            For all purposes of this indenture, except as otherwise expressly
provided or unless the context otherwise requires:

            (a) the terms defined in this Article have the meaning assigned to
them in this Article, and include the plural as well as the singular;

            (b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein, and the terms "cash transaction" and "self-liquidating
paper", as used in TIA Section 311, shall have the meanings assigned to them in
the rules of the Commission adopted under the Trust Indenture Act;

            (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and

<PAGE>
 
                                                                               2


            (d) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

            "Acquired Indebtedness" means Indebtedness of a Person existing at
the time such Person becomes a Restricted Subsidiary or assumed in connection
with an Asset Acquisition by the Company or a Restricted Subsidiary and not
incurred in connection with, or in anticipation of, such Person becoming a
Restricted Subsidiary or such Asset Acquisition; provided that Indebtedness of
such Person which is redeemed, defeased, retired or otherwise repaid at the time
of or immediately upon the consummation of the transactions by which such Person
becomes a Restricted Subsidiary or such Asset Acquisition shall not be
Indebtedness.

            "Act", when used with respect to any Holder, has the meaning
specified in Section 105.

            "Additional Notes" means up to $75,000,000 aggregate principal
amount of Notes issued subsequent to the Closing Date (other than Exchange Notes
issued in exchange for Initial Notes) in accordance with the terms of this
Indenture, including Section 301, Section 303 and Section 1011.

            "Affiliate" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. For purposes of the
Indenture, "Affiliate" shall be deemed to include Mr. K. Paul Singh.

            "Agent Member" has the meaning specified in Section 306.

            "Asset Acquisition" means (1) an investment by the Company or any of
its Restricted Subsidiaries in any other Person pursuant to which such Person
shall become a Restricted Subsidiary of the Company or shall be merged into or
consolidated with the Company or any of its Restricted Subsidiaries or (ii) an
acquisition by the Company or any of its Restricted Subsidiaries of the property
and assets of any Person other than the Company or any of its Restricted
Subsidiaries that constitute substantially all of a division or line of business
of such Person.

            "Asset Disposition" means the sale or other disposition by the
Company or any of its Restricted Subsidiaries (other than to the Company or
another Restricted Subsidiary of the Company) of (i) all or substantially all of
the Capital Stock of any Restricted Subsidiary of the Company or (ii) all or
substantially all of the assets that constitute a division or line of business
of the Company or any of its Restricted Subsidiaries.

            "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transactions) in
one transaction or a series of related transactions by the Company or any of its
Restricted Subsidiaries to any Person other than the Company or any of its
Restricted Subsidiaries of (i) all or any of the Capital Stock of any
Subsidiary, (ii) all or substantially all of the property and assets of an
operating unit or business of the Company or any of its Restricted Subsidiaries
or (iii) any other property and assets of the Company or any of its Restricted
Subsidiaries outside the ordinary course of business of the Company or such
Restricted Subsidiary and, in each case, that is not governed by the provisions
of this Indenture applicable to mergers, consolidations and sales of assets of
the Company and which, in the case of any of clause (i), (ii) or (iii) above,
whether in one transaction or a series of related transactions, (a) have a Fair
Market Value in excess of $1.0 million or (b) are for net proceeds in excess of
$1.0 million; provided that (x) sales or other dispositions of inventory,
receivables and other current assets in the ordinary course of business and (y)
sales or other dispositions of assets for consideration at least equal to the
Fair Market Value (as determined in good faith by the Board of Directors, whose
determination shall be conclusive and evidenced by a Board Resolution) of the
assets sold or disposed of, to the extent that the consideration received would
constitute property or assets of the kind described in clause (i)(B) of the
second paragraph of Section 1017, shall not be included within the meaning of
"Asset Sale."

<PAGE>
 
                                                                               3


            "Average Life" means, at any date of determination with respect to
any debt security, the quotient obtained by dividing (i) the sum of the products
of (a) the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (ii) the sum of all such principal payments.

            "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

            "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
or Richmond, Virginia are authorized or obligated by law or executive order to
close.

            "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) in equity of such Person, whether now outstanding
or issued after the date of this Indenture, including, without limitation, all
Common Stock and Preferred Stock.

            "Capitalized Lease" means, as applied to any Person, any lease of
any property (whether real, personal or mixed) of which the discounted present
value of the rental obligations of such Person as lessee, in conformity with
GAAP, is required to be capitalized on the balance sheet of such Person; and
"Capitalized Lease Obligation" means the discounted present value of the rental
obligations under such lease.

            "Change of Control" means such time as (i) a "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes
the ultimate "beneficial owner" (as defined in Rule l3d-3 under the Exchange
Act) of more than 50% of the total voting power of the then outstanding Voting
Stock of the Company on a fully diluted basis; (ii) individuals who at the
beginning of any period of two consecutive calendar years constituted the Board
of Directors (together with any directors who are members of the Board of
Directors on the date hereof and any new directors whose election by the Board
of Directors or whose nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds of the members of the Board of
Directors then still in office who either were members of the Board of Directors
at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
members of such board of directors then in office; (iii) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any such "person" or "group" (other than to the Company or a Restricted
Subsidiary); (iv) the merger or consolidation of the Company with or into
another corporation or the merger of another corporation with or into the
Company with the effect that immediately after such transaction any such
"person" or "group" of persons or entities shall have become the beneficial
owner of securities of the surviving corporation of such merger or consolidation
representing a majority of the total voting power of the then outstanding Voting
Stock of the surviving corporation; or (v) the adoption of a plan relating to
the liquidation or dissolution of the Company.

            "Change of Control Offer" has the meaning specified in Section 1010.

            "Change of Control Payment" has the meaning specified in Section
1010.

            "Change of Control Payment Date" has the meaning specified in
Section 1010.

<PAGE>
 
                                                                               4


            "Closing Date" means January 29, 1999.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

            "Common Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's common stock, whether now
outstanding or issued after the date of this Indenture, including, without
limitation, all series and classes of such common stock.

            "Company" means the Person named as the "Company" in the first
paragraph of this Indenture, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

            "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman, its President, any Vice
President, its Treasurer or an Assistant Treasurer, and delivered to the
Trustee.

            "Consolidated Cash Flow" means, for any period, the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) Consolidated
Interest Expense, (iii) income taxes, to the extent such amount was deducted in
calculating Consolidated Net Income (other than income taxes (either positive or
negative) attributable to extraordinary and non-recurring gains or losses or
sales of assets), (iv) depreciation expense, to the extent such amount was
deducted in calculating Consolidated Net Income, (v) amortization expense, to
the extent such amount was deducted in calculating Consolidated Net Income, and
(vi) all other non-cash items reducing Consolidated Net Income (excluding any
non-cash charge to the extent that it represents an accrual of or reserve for
cash charges in any future period), less all non-cash items increasing
Consolidated Net Income, all as determined on a consolidated basis for the
Company and its Restricted Subsidiaries in conformity with GAAP.

            "Consolidated Fixed Charges" means, for any period, Consolidated
Interest Expense plus dividends declared and payable on Preferred Stock.

            "Consolidated Interest Expense" means, for any period, the aggregate
amount of interest in respect of Indebtedness (including capitalized interest,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method of accounting; all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing; the net costs associated with Interest Rate Agreements; and interest
on Indebtedness that is Guaranteed or secured by the Company or any of its
Restricted Subsidiaries) and all but the principal component of rentals in
respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid
or to be accrued by the Company and its Restricted Subsidiaries during such
period.

            "Consolidated Net Income" means, for any period, the aggregate
consolidated net income (or loss) of the Company and its Restricted Subsidiaries
for such period determined in conformity with GAAP; provided that the following
items shall be excluded in computing Consolidated Net Income (without
duplication): (i) solely for the purposes of calculating the amount of
Restricted Payments that may be made pursuant to clause (C) of the first
paragraph of Section 1012, the net income (or loss) of any Person accrued prior
to the date it becomes a Restricted Subsidiary or is merged into or consolidated
with the Company or any of its Restricted Subsidiaries or all or substantially
all of the property and assets of such Person are acquired by the Company or any
of its Restricted Subsidiaries; (ii) any gains or losses (on an after-tax basis)
attributable to Asset Sales; (iii) except for purposes of calculating the amount
of Restricted Payments that may be made pursuant to clause (C) of the first
paragraph of Section 1012, any amount paid or accrued as dividends on Preferred
Stock of the Company or Preferred Stock of any Restricted 

<PAGE>
 
                                                                               5


Subsidiary owned by Persons other than the Company and any of its Restricted
Subsidiaries; (iv) all extraordinary gains and extraordinary losses; and (v) the
net income (or loss) of any Person (other than net income (or loss) attributable
to a Restricted Subsidiary) in which any Person (other than the Company or any
of its Restricted Subsidiaries) has a joint interest, except to the extent of
the amount of dividends or other distributions actually paid to the Company or
any of its Restricted Subsidiaries by such other Person during such period.

            "Corporate Trust Office" means the principal corporate trust office
of the Trustee, at which at any particular time its corporate trust business
shall be administered, which office at the date of execution of this Indenture
is located at 800 East Main Street, Richmond, Virginia 23219, Attention:
Corporate Trust, except that with respect to presentation of Notes for payment
or for registration of transfer or exchange, such term shall mean the office or
agency of the Trustee at which, at any particular time, its corporate agency
business shall be conducted.

            "corporation" includes corporations, associations, companies and
business trusts.

            "covenant defeasance" has the meaning specified in Section 1303.

            "Credit Facilities" means, with respect to the Company, one or more
debt facilities or commercial paper facilities with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

            "Currency Agreement" means any foreign exchange contract, currency
swap agreement and any other arrangement and agreement designed to provide
protection against fluctuations in currency values.

            "Default" means any event that is, or after notice or passage of
time or both would be, an Event of Default.

            "Defaulted Interest" has the meaning specified in Section 309.

            "defeasance" has the meaning specified in Section 1302.

            "Depositary" means The Depository Trust Company, its nominees and
their respective successors.

            "Eligible Accounts Receivable" means the accounts receivables (net
of any reserves and allowances for doubtful accounts in accordance with GAAP) of
any Person that are not more than 60 days past their due date and that were
entered into in the ordinary course of business on normal payment terms as shown
on the most recent consolidated balance sheet of such Person filed with the
Commission, all in accordance with GAAP.

            "Eligible Institution" means a commercial banking institution that
has combined capital and surplus of not less than $500 million or its equivalent
in foreign currency, whose debt is rated "A-3" or higher or "A-" or higher
according to Moody's Investors Service, Inc. or Standard & Poor's Ratings Group
(or such similar equivalent rating by at least one "nationally recognized
statistical rating organization" (as defined in Rule 436 under the Securities
Act)) respectively, at the time as of which any investment or rollover therein
is made.

            "Employment Agreement" means the employment agreement between the
Company and Mr. K. Paul Singh, dated June 1994.

            "Event of Default" has the meaning specified in Section 501.

            "Excess Proceeds" has the meaning specified in Section 1017.

<PAGE>
 
                                                                               6


            "Excess Proceeds Offer" has the meaning specified in Section 1017.

            "Excess Proceeds Payment" has the meaning specified in Section 1017.

            "Excess Proceeds Payment Date" has the meaning specified in Section
1017.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Exchange Notes" has the meaning stated in the first recital of this
Indenture and refers to any Exchange Notes containing terms substantially
identical to the Initial Notes (except that such Exchange Notes shall be
registered under the Securities Act and will not contain (i) transfer
restrictions or (ii) certain provisions relating to the increase in the interest
rate of such Exchange Notes) that are issued and exchanged for Initial Notes
pursuant to the Registration Rights Agreement and this Indenture.

            "Exchange Offer" means the offer by the Company to the Holders of
Initial Notes to exchange Initial Notes for Exchange Notes, as provided in the
Registration Rights Agreement.

            "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.

            "Existing Indebtedness" means Indebtedness outstanding on the date
of the Indenture.

            "Fair Market Value" means, with respect to any asset or property,
the sale value that would be obtained in an arm's length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer.

            "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of
the United States Code, as amended from time to time.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time, including, without limitation,
those set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.

            "Global Notes" has the meaning set forth in Section 201.

            "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which obligations
or guarantee the full faith and credit of the United States is pledged.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such other Person (whether arising by virtue
of partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided that the term "Guarantee" shall not include

<PAGE>
 
                                                                               7


endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

            "Holder" means a Person in whose name a Note is registered in the
Note Register.

            "Incur" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an Incurrence of Indebtedness by reason of the
acquisition of more than 50% of the Capital Stock of any Person; provided that
neither the accrual of interest nor the accretion of original issue discount
shall be considered an Incurrence of Indebtedness.

            "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto), (iv) all obligations of such
Person to pay the deferred and unpaid purchase price of property or services,
which purchase price is due more than six months after the date of placing such
property in service or taking delivery and title thereto or the completion of
such services, except Trade Payables, (v) all obligations of such Person as
lessee under Capitalized Leases, (vi) all Indebtedness of other Persons secured
by a Lien on any asset of such Person , whether or not such Indebtedness is
assumed by such Person; provided that the amount of such Indebtedness shall be
the lesser of (A) the Fair Market Value of such asset at such date of
determination and (B) the amount of such Indebtedness, (vii) all Indebtedness of
other Persons Guaranteed by such Person to the extent such Indebtedness is
Guaranteed by such Person, (viii) the maximum fixed redemption or repurchase
price of Redeemable Stock of such Person at the time of determination and (ix)
to the extent not otherwise included in this definition, obligations under
Currency Agreements and Interest Rate Agreements. The amount of Indebtedness of
any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and, with respect to contingent
obligations, the maximum liability upon the occurrence of the contingency giving
rise to the obligation, provided (i) that the amount outstanding at any time of
any Indebtedness issued with original issue discount is the face amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time as determined in conformity with GAAP
and (ii) that Indebtedness shall not include any liability for federal, state,
local or other taxes.

            "Indenture" means this instrument as originally executed and as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

            "Initial Notes" has the meaning stated in the first recital of this
Indenture.

            "Initial Purchasers" means Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated.

            "Interest Payment Date" means the Stated Maturity of an installment
of interest on the Notes.

            "Interest Rate Agreement" means interest rate swap agreements,
interest rate cap agreements, interest rate insurance, and other arrangements
and agreements designed to provide protection against fluctuations in interest
rates.

            "Investment" in any Person means any direct or indirect advance,
loan or other extension of credit (including, without limitation, by way of
Guarantee or similar arrangement; but excluding advances to customers in the
ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable on the balance sheet of the Company or its Restricted
Subsidiaries) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, bonds,
notes, debentures or other similar instruments issued by, such Person. For
purposes 

<PAGE>
 
                                                                               8


of the definition of "Unrestricted Subsidiary" and Sections 1012 and 1014, (i)
"Investment" shall include (a) the Fair Market Value of the assets (net of
liabilities) of any Restricted Subsidiary of the Company at the time that such
Restricted Subsidiary of the Company is designated an Unrestricted Subsidiary
and shall exclude the Fair Market Value of the assets (net of liabilities) of
any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is
designated a Restricted Subsidiary of the Company and (b) the Fair Market Value,
in the case of a sale of Capital Stock in accordance with Section 1014 such that
a Person no longer constitutes a Restricted Subsidiary, of the remaining assets
(net of liabilities) of such Person after such sale, and shall exclude the Fair
Market Value of the assets (net of liabilities) of any Unrestricted Subsidiary
at the time that such Unrestricted Subsidiary is designated a Restricted
Subsidiary of the Company and (ii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of
such transfer, in each case as determined by the Board of Directors in good
faith The amount of any Investment "outstanding" at any time shall be deemed to
be equal to the amount of such Investment on the date made, less return of
capital, repayment of loans, and release of Guarantees, in each case of or to
the Company and its Restricted Subsidiaries with respect to such Investment (up
to the amount of such Investment on the date made).

            "Issuance Date" means, with respect to any Initial Notes, the date
on which such Initial Notes are originally issued, which in the case of the
Original Notes shall be the Closing Date and which in the case of any Additional
Notes shall occur after the Closing Date.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, without limitation, any conditional sale
or other title retention agreement or lease in the nature thereof, any sale with
recourse against the seller or any Affiliate of the seller, or any agreement to
give any security interest).

            "Liquidated Damages" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

            "Marketable Securities" means: (i) Government Securities which have
a remaining weighted average life to maturity of not more than one year from the
date of Investment therein; (ii) any time deposit account, money market deposit
and certificate of deposit maturing not more than 180 days after the date of
acquisition issued by, or time deposit of, an Eligible Institution; (iii)
commercial paper maturing not more than 90 days after the date of acquisition
issued by a corporation (other than an Affiliate of the Company) with a rating,
at the time as of which any investment therein is made, of "P-1" or higher
according to Moody's Investors Service, Inc., or "A-1" or higher according to
Standard & Poor's Rating Group (or such similar equivalent rating by at least
one "nationally recognized statistical rating organization" (as defined in Rule
436 under the Securities Act)); (iv) any banker's acceptance or money market
deposit accounts issued or offered by an Eligible Institution; (v) repurchase
obligations with a term of not more than seven days for Government Securities
entered into with an Eligible Institution; and (vi) any fund 95% of the assets
of which consist of investments of the types described in clauses (i) through
(v) above.

            "Maturity", when used with respect to any Notes, means the date on
which the principal of such Notes or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption or otherwise.

            "Net Cash Proceeds" means, (a) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or cash equivalents, including
payments in respect of deferred payment obligations (to the extent corresponding
to the principal, but not interest, component thereof) when received in the form
of cash or cash equivalents (except to the extent such obligations are financed
or sold with recourse to the Company or any Restricted Subsidiary of the
Company) and proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of (i) brokerage commissions and
other fees and expenses (including fees and expenses of counsel and investment
bankers) related to such Asset Sale, (ii) provisions for all taxes (whether or
not such taxes will actually be paid or are payable) as a result of such Asset
Sale without regard to the consolidated results of operations of the Company and
its Restricted Subsidiaries, taken as a whole, (iii) payments made to repay
Indebtedness or any other obligation outstanding at the time of such Asset Sale
that either (A) is secured by a Lien on the property or assets sold 

<PAGE>
 
                                                                               9


or (B) is required to be paid as a result of such sale and (iv) appropriate
amounts to be provided by the Company or any Restricted Subsidiary of the
Company as a reserve against any liabilities associated with such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
determined in conformity with GAAP and (b) with respect to any issuance or sale
of Capital Stock, the proceeds of such issuance or sale in the form of cash or
cash equivalents, including payments in respect of deferred payment obligations
(to the extent corresponding to the principal, but not interest, component
thereof) when received in the form of cash or cash equivalents (except to the
extent such obligations are financed or sold with recourse to the Company or any
Restricted Subsidiary of the Company) and proceeds from the conversion of other
property received when converted to cash or cash equivalents, net of attorney's
fees, accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees incurred in connection with
such issuance or sale and net of taxes paid or payable as a result thereof.

            "Non-Registration Opinion and Supporting Evidence" has the meaning
specified in Section 307.

            "Note Register" and "Note Registrar" have the respective meanings
specified in Section 305.

            "Notes" has the meaning stated in the first recital of this
Indenture and more particularly means any Notes authenticated and delivered
under this Indenture, including Additional Notes. For all purposes of this
Indenture, the term "Notes" shall include any Exchange Notes to be issued and
exchanged for any Initial Notes pursuant to the Registration Rights Agreement
and this Indenture and, for purposes of this Indenture, (A) all Initial Notes
and Exchange Notes (including, to the extent provided in clause (B), Additional
Notes) shall vote together as one series of Notes under this Indenture and (B)
all Additional Notes that are of the same series as the other Notes and bear the
same CUSIP numbers as the other Notes shall vote together with such other Notes
as one series of Notes under this Indenture.

            "Officer's Certificate" means a certificate signed by the Chairman,
the President, a Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

            "Offshore Global Notes" has the meaning set forth in Section 201.

            "Offshore Notes Exchange Date" has the meaning set forth in Section
202.

            "Offshore Physical Notes" has the meaning set forth in Section 201.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, including an employee of the Company, and who shall be
acceptable to the Trustee.

            "Original Notes" has the meaning stated in the first recital of the
Indenture.

            "Outstanding", when used with respect to Notes, means, as of the
date of determination, all Notes theretofore authenticated and delivered under
this Indenture, except:

      (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee
      for cancellation;

      (ii) Notes, or portions thereof, for whose payment or redemption money in
      the necessary amount has been theretofore deposited with the Trustee or
      any Paying Agent (other than the Company) in trust or set aside and
      segregated in trust by the Company (if the Company shall act as its own
      Paying Agent) for the Holders of such Notes; provided that, if such Notes
      are to be redeemed, notice of such redemption has been duly given pursuant
      to this Indenture or provision therefor satisfactory to the Trustee has
      been made;

<PAGE>
 
                                                                              10


      (iii) Notes, except to the extent provided in Sections 1302 and 1303, with
      respect to which the Company has effected defeasance and/or covenant
      defeasance as provided in Article Thirteen; and

      (iv) Notes which have been paid pursuant to Section 308 or in exchange for
      or in lieu of which other Notes have been authenticated and delivered
      pursuant to the Indenture, other than any such Notes in respect of which
      there shall have been presented to the Trustee proof satisfactory to it
      that such Notes are held by a bona fide purchaser in whose hands the Notes
      are valid obligations of the Company whose determination shall be
      conclusive and evidenced by a Board Resolution.

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making
such calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which the Trustee actually
knows to be so owned shall be so disregarded. Notes so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Notes and that the pledgee is not the Company or any other obligor upon the
Notes or any Affiliate of the Company or such other obligor.

            "Paying Agent" means any Person (including the Company acting as
Paying Agent) authorized by the Company to pay the principal of (and premium, if
any) or interest on any Notes on behalf of the Company.

            "Payment Account" has the meaning set forth in Section 402.

            "Permitted Business" means the business of (i) transmitting, or
providing services relating to the transmission of, voice, video or data through
owned or leased transmission facilities, (ii) constructing, creating, developing
or marketing communications related network equipment, software and other
devices for use in a telecommunications business or (iii) evaluating,
participating or pursuing any other activity or opportunity that is primarily
related to those identified in clause (i) or (ii) above; provided that the
determination of what constitutes a Permitted Business shall be made in good
faith by the Board of Directors of the Company whose determination shall be
conclusive and evidenced by a Board Resolution.

            "Permitted Investment" means (i) an Investment in a Restricted
Subsidiary or a Person which will, upon the making of such Investment, become a
Restricted Subsidiary or be merged or consolidated with or into or transfer or
convey all or substantially all its assets to, the Company or a Restricted
Subsidiary; (ii) any Investment in Marketable Securities; (iii) payroll, travel
and similar advances to cover matters that are expected at the time of such
advances ultimately to be treated as expenses in accordance with GAAP; (iv)
loans or advances to employees made in the ordinary course of business in
accordance with past practice of the Company or its Restricted Subsidiaries and
that do not in the aggregate exceed $1.0 million at any time outstanding; (v)
stock, obligations or securities received in satisfaction of judgments; (vi)
Investments in any Person received as consideration for Asset Sales to the
extent permitted under Section 1017; and (vii) Investments in any Person at any
one time outstanding (measured on the date each such Investment was made without
giving effect to subsequent changes in value) in an aggregate amount not to
exceed 10.0% of the Company's total consolidated assets.

            "Permitted Liens" means (i) Liens for taxes, assessments,
governmental charges or claims that are being contested in good faith by
appropriate legal proceedings promptly instituted and diligently conducted and
for which a reserve or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made; (ii) statutory Liens of landlords
and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or
other similar Liens arising in the ordinary course of business and with respect
to amounts not yet delinquent or being contested in good faith by appropriate
legal proceedings promptly instituted and diligently conducted and for which a

<PAGE>
 
                                                                              11


reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made; (iii) Liens incurred or deposits made
in the ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security; (iv) Liens incurred
or deposits made to secure the performance of tenders, bids, leases, statutory
or regulatory obligations, bankers' acceptances, surety and appeal bonds,
government contracts, performance and return-of-money bonds and other
obligations of a similar nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money); (v) easements,
rights-of-way, municipal and zoning ordinances and similar charges,
encumbrances, title defects or other irregularities that do not materially
interfere with the ordinary course of business of the Company or any of its
Restricted Subsidiaries; (vi) Liens (including extensions and renewals thereof)
upon real or personal property purchased or leased after the Closing Date;
provided that (a) such Lien is created solely for the purpose of securing
Indebtedness Incurred in compliance with Section 1011 (1) to finance the cost
(including the cost of design, development, construction, acquisition,
installation or integration) of the item of property or assets subject thereto
and such Lien is created prior to, at the time of or within six months after the
later of the acquisition, the completion of construction or the commencement of
full operation of such property or (2) to refinance any Indebtedness previously
so secured, (b) the principal amount of the Indebtedness secured by such Lien
does not exceed 100% of such cost and (c) any such Lien shall not extend to or
cover any property or assets other than such item of property or assets and any
improvements on such item; (vii) leases or subleases granted to others that do
not materially interfere with the ordinary course of business of the Company and
its Restricted Subsidiaries, taken as a whole; (viii) Liens encumbering property
or assets under construction arising from progress or partial payments by a
customer of the Company or its Restricted Subsidiaries relating to such property
or assets; (ix) any interest or title of a lessor in the property subject to any
Capitalized Lease or operating lease; (x) Liens arising from filing Uniform
Commercial Code financing statements regarding leases; (xi) Liens on property
of, or on shares of stock or Indebtedness of, any corporation existing at the
time such corporation becomes, or becomes a part of, any Restricted Subsidiary;
provided that such Liens do not extend to or cover any property or assets of the
Company or any Restricted Subsidiary other than the property or assets acquired
and were not created in contemplation of such transaction; (xii) Liens in favor
of the Company or any Restricted Subsidiary; (xiii) Liens arising from the
rendering of a final judgment or order against the Company or any Restricted
Subsidiary of the Company that does not give rise to an Event of Default; (xiv)
Liens securing reimbursement obligations with respect to letters of credit that
encumber documents and other property relating to such letters of credit and the
products and proceeds thereof; (xv) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; (xvi) Liens encumbering customary
initial deposits and margin deposits and other Liens that are either within the
general parameters customary in the industry or incurred in the ordinary course
of business, in each case, securing Indebtedness under Interest Rate Agreements
and Currency Agreements; (xvii) Liens arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered
into by the Company or any of its Restricted Subsidiaries in the ordinary course
of business in accordance with the past practices of the Company and its
Restricted Subsidiaries prior to the Closing Date; (xviii) Liens existing on the
Closing Date or securing the Notes or any Guarantee of the Notes; (xix) Liens
granted after the Closing Date on any assets or Capital Stock of the Company or
its Restricted Subsidiaries created in favor of the Holders; (xx) Liens securing
Indebtedness which is incurred to refinance secured Indebtedness which is
permitted to be Incurred under clause (iv) of paragraph (b) of Section 1011;
provided that such Liens do not extend to or cover any property or assets of the
Company or any Restricted Subsidiary other than the property or assets securing
the Indebtedness being refinanced; (xxi) Liens on the property or assets of a
Restricted Subsidiary securing Indebtedness of such Subsidiary which
Indebtedness is permitted under this Indenture; and (xxii) Liens securing
Indebtedness under Credit Facilities incurred in compliance with clauses (i) and
(ii) of paragraph (b) of Section 1011.

            "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust unincorporated organization or
government or any agency or political subdivision thereof.

            "Physical Notes" has the meaning set forth in Section 201.

            "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated 

<PAGE>
 
                                                                              12


and delivered under Section 308 in exchange for a mutilated security or in lieu
of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as
the mutilated, lost, destroyed or stolen Note.

            "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's preferred or preference stock,
whether now outstanding or issued after the date of the Indenture, including,
without limitation, all series and classes of such preferred or preference
stock.

            "Private Placement Legend" has the meaning specified in Section 202.

            "Pro Forma Consolidated Cash Flow" means, for any period, the
Consolidated Cash Flow of the Company for such period calculated on a pro forma
basis to give effect to any Asset Disposition or Asset Acquisition not in the
ordinary course of business (including acquisitions of other Persons by merger,
consolidation or purchase of Capital Stock) during such period as if such Asset
Disposition or Asset Acquisition had taken place on the first day of such
period.

            "Proportionate Share" means, as of any date of calculation, an
amount equal to (i) the outstanding principal amount of Notes as of such date,
divided by (ii) the sum of the outstanding principal amount of Notes as of such
date plus the outstanding principal amount as of such date of all other
Indebtedness (other than Subordinated Indebtedness) of the Issuer the terms of
which obligate the Issuer to make a purchase offer in connection with the
relevant Excess Proceeds or the Asset Sale giving rise thereto and the terms of
which provide for proration of the amount of such Indebtedness to be purchased
with Excess Proceeds.

            "Public Equity Offering" means an underwritten primary public
offering of Common Stock of the Company pursuant to an effective registration
statement under the Securities Act.

            "Purchase Money Obligations" means, with respect to each Person,
obligations, other than those under Capitalized Leases, Incurred or assumed in
the ordinary course of business in connection with the purchase of property to
be used in the business of such Person.

            "Qualified Institutional Buyers" or "QIB" means a "qualified
institutional buyer" as defined in Rule 144A.

            "Qualified Capital Stock" of any Person means any and all Capital
Stock of such Person other than Redeemable Stock.

            "Redeemable Stock" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (i) required to be redeemed prior to
the Stated Maturity of the Notes, (ii) redeemable at the option of the holder of
such class or series of Capital Stock at any time prior to the Stated Maturity
of the Notes or (iii) convertible into or exchangeable for Capital Stock
referred to in clause (i) or (ii) above or Indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes; provided that any Capital
Stock that would not constitute Redeemable Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes will not constitute
Redeemable Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the provisions contained in Sections 1017 and 1010 and such
Capital Stock specifically provides that such Person will not repurchase or
redeem any such stock pursuant to such provision prior to the Company's
repurchase of such Notes as are required to be repurchased pursuant to Section
1017 and Section 1010.

            "Redemption Date", when used with respect to any Note to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

<PAGE>
 
                                                                              13


            "Redemption Price", when used with respect to any Note to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

            "Registration Rights Agreement" means (i) the Registration Rights
Agreement between the Company, Primus Telecommunications Incorporated, Primus
Telecommunications (Australia) Pty. Ltd., Primus Telecommunications Pty. Ltd.
and the Initial Purchasers dated as of January 29, 1999, concerning the
registration and exchange of the Original Notes and (ii) any other similar
Registration Rights Agreement relating to any Additional Notes.

            "Registration Statement" means a Registration Statement as defined
in the Registration Rights Agreement.

            "Regular Record Date" for the interest payable on any Interest
Payment Date means the January 1 or July 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

            "Regulation S" means Regulation S under the Securities Act and any
successor provision.

            "Resale Restriction Termination Date" has the meaning specified in
Section 202.

            "Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers and having direct responsibility for the administration of this
Indenture, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

            "Restricted Payments" has the meaning specified in Section 1012. Any
Restricted Payments made other than in cash shall be valued at Fair Market
Value.

            "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

            "Rule 144A" means Rule 144A under the Securities Act and any
successor provision.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Shelf Registration Statement" means a Shelf Registration Statement
as defined in the Registration Rights Agreement.

            "Significant Subsidiary" means, at any date of determination, any
Subsidiary of the Company that, together with its Subsidiaries, (i) for the most
recent fiscal year of the Company, accounted for more than 10% of the
consolidated revenues of the Company or (ii) as of the end of such fiscal year,
was the owner of more than 10% of the consolidated assets of the Company, all as
set forth on the most recently available consolidated financial statements of
the Company for such fiscal year.

            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 309.

<PAGE>
 
                                                                              14


            "Stated Maturity" means, (i) with respect to any debt security, the
date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (ii) with
respect to any scheduled installment of principal of or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

            "Strategic Subordinated Indebtedness" means Indebtedness of the
Company Incurred to finance the acquisition of a Person engaged in a business
that is related, ancillary or complementary to the business conducted by the
Company or any of its Restricted Subsidiaries, which Indebtedness by its terms,
or by the terms of any agreement or instrument pursuant to which such
Indebtedness is Incurred, (i) is expressly made subordinate in right of payment
to the Notes and (ii) provides that no payment of principal, premium or interest
on, or any other payment with respect to, such Indebtedness may be made prior to
the payment in full of all of the Company's obligations under the Notes;
provided that such Indebtedness may provide for and be repaid at any time from
the proceeds of a capital contribution, the sale of Common Stock (other than
Redeemable Stock) of the Company, or other Strategic Subordinated Indebtedness
Incurred, after the Incurrence of such Indebtedness.

            "Subordinated Indebtedness" means Indebtedness of the Company
subordinated in right of payment to the Notes.

            "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the outstanding
Voting Stock is owned, directly or indirectly, by such Person and one or more
other Subsidiaries of such Person.

            "Trade Payables" means any accounts payable or any other
indebtedness or monetary obligation to trade creditors created, assumed or
Guaranteed by the Company or any of its Restricted Subsidiaries arising in the
ordinary course of business in connection with the acquisition of goods and
services.

            "Transaction Date" means, with respect to the Incurrence of any
Indebtedness by the Company or any of its Restricted Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.

            "TresCom Facility" means the $25,000,000 revolving credit and
security agreement dated July 31, 1997, together with the related guarantees,
among TresCom International, Inc, the lenders party thereto and PNC Bank, as
Agent.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed, except as
provided in Section 905.

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

            "Uniform Commercial Code" means the Uniform Commercial Code as in
effect in New York State.

            "Unrestricted Subsidiary" means (i) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors in the manner provided below and (ii) any Subsidiary
of an Unrestricted Subsidiary. The Board of Directors may designate any
Restricted Subsidiary of the Company (including any newly acquired or newly
formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property
of, the Company or any Restricted Subsidiary; provided that (A) either (I) the
Subsidiary to be so designated has total assets of $1,000 or less or (II) if
such Subsidiary has assets greater than $1,000, that such designation would be
permitted under Section 1012, and (B) such Subsidiary is not liable, directly or
indirectly, with respect to any Indebtedness other than Unrestricted 

<PAGE>
 
                                                                              15


Subsidiary Indebtedness. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Company; provided that
immediately after giving effect to such designation (x) the Company could Incur
$1.00 of additional Indebtedness under the first paragraph of Section 1011 and
(y) no Default or Event of Default shall have occurred and be continuing. Any
such designation by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the Board Resolution giving effect to
such designation and an Officer's Certificate certifying that such designation
complied with the foregoing provisions.

            "Unrestricted Subsidiary Indebtedness" means Indebtedness of any
Unrestricted Subsidiary (i) as to which neither the Company nor any Restricted
Subsidiary is directly or indirectly liable (by virtue of the Company or any
such Restricted Subsidiary being the primary obligor on, guarantor of, or
otherwise liable in any respect to, such Indebtedness), and (ii) which, upon the
occurrence of a default with respect thereto, does not result in, or permit any
holder of any Indebtedness of the Company or any Restricted Subsidiary to
declare, a default on such Indebtedness of the Company or any Restricted
Subsidiary or cause the payment thereof to be accelerated or payable prior to
its Stated Maturity.

            "U.S. Global Note" has the meaning set forth in Section 201.

            "U.S. Government Obligations" has the meaning specified in Section
1304.

            "U.S. Physical Notes" has the meaning set forth in Section 201.

            "U.S. Subsidiary" means any corporation or other entity incorporated
or organized under the laws of the United States or any state thereof.

            "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

            "Voting Stock" means with respect to any Person, Capital Stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.

            "Wholly Owned", with respect to any Subsidiary, means a Subsidiary
of the Company if all of the outstanding Capital Stock in such Subsidiary (other
than any director's qualifying shares or Investments by foreign nationals
mandated by applicable law) is owned by the Company or one or more Wholly Owned
Subsidiaries of the Company.

            SECTION 102. Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this
Indenture. The following Trust Indenture Act terms used in this Indenture have
the following meanings:

            "indenture notes" means the Notes;

            "indenture note holder" means a Holder;

            "indenture to be qualified" means this Indenture;

            "indenture trustee" or "institutional trustee" means the Trustee;
and

            "obligor" on the indenture notes means the Company or any other
obligor on the Notes.

<PAGE>
 
                                                                              16


            All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust Indenture Act, defined by reference in the Trust Indenture
Act to another statute or defined by a rule of the Commission and not otherwise
defined herein shall have the meanings assigned to them therein.

            SECTION 103. Compliance Certificates and Opinions.

            Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent,
if any, provided for in this Indenture (including any covenant compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1008(a)) shall include:

            (1) a statement that each individual signing such certificate or
      opinion has read such covenant or condition and the definitions herein
      relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of each such individual, he has
      made such examination or investigation as is necessary to enable him to
      express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

            (4) a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

            SECTION 104. Form of Documents Delivered to Trustee.

            In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

            SECTION 105. Acts of Holders.

<PAGE>
 
                                                                              17


            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee deems sufficient.

            (c) The principal amount and serial numbers of Notes held by any
Person, and the date of holding the same, shall be proved by the Note Register.

            (d) If the Company shall solicit from the Holders of Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Notes have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Outstanding Notes shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.

            (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note and the Holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

            SECTION 106. Notices, Etc. to Trustee, Company.

            Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing
      to or with the Trustee at its Corporate Trust Office, Attention: Corporate
      Trust, 800 East Main Street, 2nd Floor, Richmond, Virginia 23219, or

<PAGE>
 
                                       18


            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of this Indenture, or at any other address previously
      furnished in writing to the Trustee by the Company.

            SECTION 107. Notice to Holders; Waiver.

            Where this Indenture provides for notice of any event to Holders by
the Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Note Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

            In case by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice for every purpose hereunder.

            SECTION 108. Effect of Headings and Table of Contents.

            The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

            SECTION 109. Successors and Assigns.

            All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

            SECTION 110. Separability Clause.

            In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

            SECTION 111. Benefits of Indenture.

            Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto, any Paying Agent, any Notes
Registrar and their successors hereunder, and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

            SECTION 112. Governing Law.

            This Indenture and the Notes shall be governed by and construed in
accordance with the law of the State of New York. Upon the issuance of Exchange
Notes, if any, or the effectiveness of the Shelf Registration Statement, this
Indenture will be subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions. Each of the parties hereto submits to the
jurisdiction of the U.S. federal and any New York state court located in the
Borough of Manhattan, City and State of 

<PAGE>
 
                                                                              19


New York with respect to any actions brought against it as defendant in any
suit, action or proceeding arising out of or relative to this Indenture or the
Notes and waives any rights to which it may be entitled on account of place of
residence or domicile.

            SECTION 113. Legal Holidays.

            In any case where any Interest Payment Date, Redemption Date,
sinking fund payment date or Stated Maturity or Maturity of any Note shall not
be a Business Day, then (notwithstanding any other provision of this Indenture
or of the Notes) payment of principal (or premium, if any) or interest need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date, Redemption
Date or sinking fund payment date, or at the Stated Maturity or Maturity;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be.

            SECTION 114. Currency Indemnity.

            U.S. dollars are the sole currency of account and payment for all
sums payable by the Company under or in connection with the Notes, including
damages. Any amount received or recovered in a currency other than dollars
(whether as a result of, or of the enforcement of, a judgment or order of a
court of any jurisdiction, in the winding-up or dissolution of the Company or
otherwise) by any Holder of a Note in respect of any sum expressed to be due to
it from the Company shall only constitute a discharge to the Company to the
extent of the dollar amount which the recipient is able to purchase with the
amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so). If that dollar
amount is less than the dollar amount expressed to be due to the recipient under
any Note, the Company shall indemnify the recipient against any loss sustained
by it as a result. In any event, the Company shall indemnify the recipient
against the cost of making any such purchase. For the purposes of this Section
114, it will be sufficient for the Holder of a Note to certify in a satisfactory
manner (indicating the sources of information used) that it would have suffered
a loss had an actual purchase of dollars been made with the amount so received
in that other currency on the date of receipt or recovery (or, if a purchase of
dollars on such date had not been practicable, on the first date on which it
would have been practicable, it being required that the need for a change of
date be certified in the manner mentioned above). These indemnities constitute a
separate and independent obligation from the Company's other obligations, shall
give rise to a separate and independent cause of action, shall apply
irrespective of any indulgence granted by any Holder of a Note and shall
continue in full force and effect despite any other judgment, order, claim or
proof for a liquidated amount in respect of any sum due under any Note.

                                   ARTICLE TWO

                                   NOTE FORMS

            SECTION 201. Forms Generally.

            The Notes and the Trustee's certificate of authentication shall be
in substantially the form annexed hereto as Exhibit A. The Notes may have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such notations, legends or endorsements as may
be required by law, or to comply with the rules of any securities exchange or
agreements to which the Company is subject or as may, consistently herewith, be
determined by the officers executing such Notes, as evidenced by their execution
of the Notes. Any portion of the text of any Note may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the Note.
The Company shall approve the form of the Notes and any notation, legend or
endorsement on the Notes.

<PAGE>
 
                                                                              20


            The terms and provisions contained in the form of the Notes annexed
hereto as Exhibit A shall constitute, and are hereby expressly made, a part of
this Indenture. To the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

            Initial Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more permanent global Notes in registered
form, substantially in the form set forth in Exhibit A and contain each of the
legends set forth in Section 202 (the "U.S. Global Note"), registered in the
name of the Depositary or the nominee of the Depositary, deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the U.S. Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, as hereinafter provided.

            Initial Notes offered and sold in offshore transactions in reliance
on Regulation S shall be issued initially in the form of a single permanent
global Note in registered form, substantially in the form set forth in Exhibit A
(the "Offshore Global Note"), registered in the name of the Depositary or the
nominee of the Depositary, deposited with the Trustee, as custodian for the
Depositary or its nominee, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Offshore
Global Note may from time to time be increased or decreased by adjustments made
in the records of the Trustee, as custodian for the Depositary or its nominee,
as herein provided. Initial Notes issued pursuant to Section 305 in exchange for
or upon transfer of beneficial interests in the U.S. Global Note or the Offshore
Global Note shall be in the form of U.S. Physical Notes or in the form of
permanent certificated Notes substantially in the form set forth in Exhibit A
(the "Offshore Physical Notes"), respectively as hereinafter provided.

            Initial Notes offered and sold other than as described in the
preceding two paragraphs shall be issued in the form of permanent certificated
Notes in registered form substantially in the form set forth in Exhibit A and,
unless sold in a transaction registered under the Securities Act, contain the
Private Placement Legend as set forth in Section 202(a)(i) (the "U.S. Physical
Notes").

            The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes". The U.S. Global Note
and the Offshore Global Notes are sometimes collectively referred to as the
"Global Notes".

            The definitive Notes shall be printed, lithographed or engraved on
steel-engraved borders or may be produced in any other manner, all as determined
by the officers of the Company executing such Notes, as evidenced by their
execution of such Notes.

            Exchange Notes shall be substantially in the form set forth in
Exhibit A.

            SECTION 202. Restrictive Legends.

            (a) Unless and until (x) an Initial Note is sold pursuant to an
effective Shelf Registration Statement or (y) an Initial Note is exchanged for
an Exchange Note in an Exchange Offer pursuant to an effective Exchange Offer
Registration Statement, in each case pursuant to the Registration Rights
Agreement, (A) each such U.S. Global Note and each U.S. Physical Note shall bear
the following legends (the "Private Placement Legend") on the face thereof and
(B) the Offshore Physical Notes and the Offshore Global Note shall bear the
Private Placement Legend on the face thereof until at least 41 days after the
date hereof (the "Offshore Notes Exchange Date") and receipt by the Trustee of a
certificate substantially in the form of Exhibit B hereto:

      (i) THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR
      OTHER SECURITIES 

<PAGE>
 
                                                                              21


      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 OR UNLESS THE TRANSACTION
      IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1)
      REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
      RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S.
      PERSON AND IS ACQUIRING THIS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO
      RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT
      IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER
      PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY
      SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
      HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE
      COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
      PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
      REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE"),
      OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B)
      PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
      UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON IT
      REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
      RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
      BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
      NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
      OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904 OF
      REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT
      WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE
      TRUSTEE, AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER,
      SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY
      OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
      SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO
      REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE
      OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO
      THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
      AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS
      "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
      RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
      ACT.

      (ii) THE NOTE REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE PROVISIONS
      OF A REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE COMPANY AND THE
      HOLDERS NAMED THEREIN. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT
      TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN
      REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED
      OFFICE.

            (b) Each Global Note, whether or not an Initial Note, shall also
bear the following legend on the face thereof:

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND ANY 

<PAGE>
 
                                                                              22


      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
      OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
      PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
      AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
      HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
      THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
      NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
      SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
      LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
      SECTIONS 306 AND 307 OF THE INDENTURE.

                                  ARTICLE THREE

                                    THE NOTES

            SECTION 301. Titles and Terms.

            The aggregate principal amount of Notes which may be authenticated
and delivered under this Indenture is limited to $275,000,000, except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Section 303, 304, 305, 308, 906,
1010, 1017 or 1108. The aggregate principal amount of Notes to be authenticated
and delivered under this Indenture on the Closing Date shall be $200,000,000.

            With respect to any Additional Notes issued after the Closing Date


(except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Notes pursuant to Section 303, 304,
305, 308, 906, 1010, 1017 or 1108), there shall be (i) established in or
pursuant to a Board Resolution and (ii) (A) set forth or determined in the
manner provided in an Officer's Certificate or (B) established in one or more
indentures supplemental hereto, prior to the issuance of such Additional Notes:

            (1) the aggregate principal amount of such Additional Notes which
      may be authenticated or delivered under this Indenture, which shall not be
      in an amount which exceeds $75,000,000 (except for Notes authenticated and
      delivered upon registration of transfer of, or in exchange for, or in lieu
      of, other Notes pursuant to Section 303, 304, 305, 308, 906, 1010, 1017 or
      1108);

            (2) the issue price and issuance date of such Additional Notes,
      including the date from which interest on such Additional Notes shall
      accrue;

            (3) whether the CUSIP number for such Additional Notes shall be the
      same as that for the Notes issued on the date hereof;

            (4) whether such Additional Notes shall be deemed to be of the same
      series as the Notes issued on the date hereof;

            (5) if applicable, that such Additional Notes shall be issuable in
      whole or in part in the form of one or more Global Notes and, in such
      case, the respective depositaries for such Global Notes, the form of any
      legend or legends which shall be borne by such Global Notes in addition to
      or in lieu of those set forth in Section 202 and any circumstances in
      addition to or in lieu of those set forth in Section 307 under which any
      such Global Notes may be exchanged in whole or in part for Additional
      Notes registered, or any transfer of 

<PAGE>
 
                                                                              23


      such Global Notes in whole or in part may be registered, in the name or
      names of Persons other than the depositary for such Global Notes or a
      nominee thereof; and

            (6) if applicable, that such Additional Notes shall not be issued in
      the form of Initial Notes, but shall be issued in the form of Exchange
      Notes.

            If any of the terms of any Additional Notes are established by
      action taken by a Board Resolution, a copy of the appropriate record of
      such action shall be certified by the Secretary or an Assistant Secretary
      of the Company and delivered to the Trustee at or prior to the delivery of
      the Officer's Certificate or any indenture supplemental hereto setting
      forth the terms of such Additional Notes.

            The Initial Notes shall be known as the "11-1/4% Senior Notes Due
2009" and the Exchange Notes shall be known as the "11-1/4% Series B Senior
Notes Due 2009," in each case, of the Company. The Stated Maturity of the Notes
shall be January 15, 2009, and the Notes shall bear interest at the rate of
11-1/4% per annum from the Issuance Date, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, payable on
July 15, 1999 and semi-annually thereafter on January 15 and July 15 in each
year and at said Stated Maturity, until the principal thereof is paid or duly
provided for.

            The principal of (and premium and Liquidated Damages, if any) and
interest on the Notes shall be payable at the office or agency of the Company
maintained for such purpose in The City of New York, or at such other office or
agency of the Company as may be maintained for such purpose; provided, however,
that, at the option of the Company, interest may be paid by check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Note Register.

            The Notes shall be redeemable as provided in Article Eleven.

            SECTION 302. Denominations.

            The Notes shall be issuable only in registered form without coupons
and only in denominations of $1,000 and any integral multiple thereof; provided
that Notes issued to a Holder that delivers an Accredited Investor Certificate
pursuant to Section 307 shall be issuable only in registered form without
coupons and only in denominations of $250,000 and any integral multiple of
$1,000 in excess thereof.

            SECTION 303. Execution, Authentication, Delivery and Dating.

            The Notes shall be executed on behalf of the Company by its
Chairman, its President or a Vice President, and attested by its Secretary, an
Assistant Secretary or any Vice President. The signature of any of these
officers on the Notes may be manual or facsimile signatures of the present or
any future such authorized officer and may be imprinted or otherwise reproduced
on the Notes.

            Notes bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes.

<PAGE>
 
                                                                              24


            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Initial Notes executed by the Company
to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Initial Notes directing the Trustee to
authenticate the Notes and certifying that all conditions precedent to the
issuance of Notes contained herein have been fully complied with, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Initial Notes. On Company Order, the Trustee shall authenticate for
original issue Exchange Notes in an aggregate principal amount not to exceed
$275,000,000; provided that such Exchange Notes shall be issuable only upon the
valid surrender for cancellation of Initial Notes of a like aggregate principal
amount in accordance with an Exchange Offer pursuant to the Registration Rights
Agreement and a Company Order for the authentication of such securities
certifying that all conditions precedent to the issuance have been complied with
(including the effectiveness of a registration statement related thereto). In
each case, the Trustee shall be entitled to receive an Officer's Certificate and
an Opinion of Counsel of the Company that it may reasonably request in
connection with such authentication of Notes. Such order shall specify the
amount of Notes to be authenticated and the date on which the original issue of
Initial Notes or Exchange Notes is to be authenticated.

            Each Note shall be dated the date of its authentication.

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for in Exhibit
A, duly executed by the Trustee by manual signature of an authorized officer,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture.

            In case the Company, pursuant to Article Eight, shall be
consolidated or merged with or into any other Person or shall convey, transfer,
lease or otherwise dispose of its properties and assets substantially as an
entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company shall have
been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid, shall have executed an indenture
supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes
authenticated or delivered prior to such consolidation, merger, conveyance,
transfer, lease or other disposition may, from time to time, at the request of
the successor Person, be exchanged for other Notes executed in the name of the
successor Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Notes surrendered
for such exchange and of like principal amount; and the Trustee, upon Company
Request of the successor Person, shall authenticate and deliver Notes as
specified in such request for the purpose of such exchange. If Notes shall at
any time be authenticated and delivered in any new name of a successor Person
pursuant to this Section in exchange or substitution for or upon registration of
transfer of any Notes, such successor Person, at the option of the Holders but
without expense to them, shall provide for the exchange of all Notes at the time
Outstanding for Notes authenticated and delivered in such new name.

            SECTION 304. Temporary Note.

            Pending the preparation of definitive Notes, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Notes which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Notes in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Notes may determine, as conclusively evidenced by their
execution of such Notes.

            If temporary Notes are issued, the Company will cause definitive
Notes to be prepared without unreasonable delay. After the preparation of
definitive Notes, the temporary Notes shall be exchangeable for definitive Notes
upon surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 1002, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver in exchange therefor 

<PAGE>
 
                                                                              25


a like principal amount of definitive Notes of authorized denominations. Until
so exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

            SECTION 305. Registration, Registration of Transfer and Exchange.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
referred to as the "Note Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes. The Note Register shall be in written form
or any other form capable of being converted into written form within a
reasonable time. At all reasonable times, the Note Register shall be open to
inspection by the Trustee. The Trustee is hereby initially appointed as security
registrar (the "Note Registrar") for the purpose of registering Notes and
transfers of Notes as herein provided.

            Upon surrender for registration of transfer of any Note at the
office or agency of the Company designated pursuant to Section 1002, the Company
shall execute, and upon Company Order the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denomination or denominations of a like aggregate
principal amount.

            At the option of the Holder, Notes may be exchanged for other Notes
of any authorized denomination and of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, the Company shall execute, and upon
Company Order the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive; provided that no exchange of
Initial Notes for Exchange Notes shall occur until an Exchange Offer
Registration Statement shall have been declared effective by the Commission, the
Trustee shall have received an Officer's Certificate confirming that the
Exchange Offer Registration Statement has been declared effective by the
Commission and that the Initial Notes to be exchanged for the Exchange Notes
shall be canceled by the Trustee.

            All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

            Every Note presented or surrendered for registration of transfer or
for exchange shall be duly endorsed and be accompanied by a written instrument
of transfer, in form satisfactory to the Company and the Note Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

            No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 304, 906, 1010, 1017 or 1108 not involving any
transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the selection of Notes to be redeemed under Section 1104
and ending at the close of business on the day of such mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

            SECTION 306. Book-Entry Provisions for Global Notes.

            (a) Each Global Note initially shall (i) be registered in the name
of the Depositary for such Global Note or the nominee of such Depositary, (ii)
be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 202.

<PAGE>
 
                                                                              26


            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Note, and the Depositary may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or shall impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any Note.

            (b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees, except (i) as otherwise set forth in Section 307 and
(ii) U.S. Physical Notes or Offshore Physical Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in the U.S. Global
Note or the Offshore Global Note, respectively, in the event that the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for the applicable Global Note or the Depositary ceases to be a "Clearing
Agency" registered under the Exchange Act and a successor depositary is not
appointed by the Company within 90 days. Interests of beneficial owners in a
Global Note may be transferred in accordance with the rules and procedures of
the Depositary and the provisions of Section 307. In connection with the
transfer of an entire Global Note to beneficial owners pursuant to clause (ii)
of this paragraph (b), the applicable Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interest in the applicable
Global Note, an equal aggregate principal amount at maturity of U.S. Physical
Notes (in the case of the U.S. Global Note) or Offshore Physical Notes (in the
case of the Offshore Global Note), as the case may be, of authorized
denominations.

            (c) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in the
other Global Note will, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

            (d) Any U.S. Physical Note delivered in exchange for an interest in
the U.S. Global Note pursuant to paragraph (b) of this Section shall, unless
such change is made on or after the Resale Restriction Termination Date and
except as otherwise provided in Section 307, bear the Private Placement Legend.

            (e) The registered holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

            SECTION 307. Transfer Provisions.

            Unless and until (i) an Initial Note is sold pursuant to an
effective Registration Statement, or (ii) an Initial Note is exchanged for an
Exchange Note in the Exchange Offer pursuant to an effective Registration
Statement, in each case, pursuant to the Registration Rights Agreement, the
following provisions shall apply:

            (a) General. The provisions of this Section 307 shall apply to all
transfers involving any Physical Note and any beneficial interest in any Global
Note.

            (b) Certain Definitions. As used in this Section 307 only,
"delivery" of a certificate by a transferee or transferor means the delivery to
the Note Registrar by such transferee or transferor of the applicable
certificate duly completed; "holding" includes both possession of a Physical
Note and ownership of a beneficial 

<PAGE>
 
                                                                              27


interest in a Global Note, as the context requires; "transferring" a Global Note
means transferring that portion of the principal amount of the transferor's
beneficial interest therein that the transferor has notified the Note Registrar
that it has agreed to transfer; and "transferring" a Physical Note means
transferring that portion of the principal amount thereof that the transferor
has notified the Note Registrar that it has agreed to transfer.

            As used in this Indenture, "Accredited Investor Certificate" means a
certificate substantially in the form set forth in Exhibit C; "Regulation S
Certificate" means a certificate substantially in the form set forth in Exhibit
D; "Rule 144A Certificate" means a certificate substantially in the form set
forth in Exhibit E; and "Non-Registration Opinion and Supporting Evidence" means
a written opinion of counsel reasonably acceptable to the Company to the effect
that, and such other certification or information as the Company may reasonably
require to confirm that, the proposed transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

            (c [Intentionally Omitted]

            (d Deemed Delivery of a Rule 144A Certificate in Certain
Circumstances. A Rule 144A Certificate, if not actually delivered, will 

be
deemed delivered if (A) (i) the transferor advises the Company and the Trustee
in writing that the relevant offer and sale were made in accordance with the
provisions of Rule 144A (or, in the case of a transfer of a Physical Note, the
transferor checks the box provided on the Physical Note to that effect) and (ii)
the transferee advises the Company and the Trustee in writing that (x) it and,
if applicable, each account for which it is acting in connection with the
relevant transfer, is a qualified institutional buyer within the meaning of Rule
144A, (y) it is aware that the transfer of Notes to it is being made in reliance
on the exemption from the provisions of Section 5 of the Securities Act provided
by Rule 144A, and (z) if at any time the Company is not subject to Section 13 or
15(d) of the Exchange Act, prior to the proposed date of transfer the transferee
has been given the opportunity to obtain from the Company the information
referred to in Rule 144A(d)(4), and has either declined such opportunity or has
received such information (or, in the case of a transfer of a Physical Note, the
transferee signs the certification provided on the Physical Note to that
effect); or (B) the transferor holds the U.S. Global Note and is transferring to
a transferee that will take delivery in the form of the U.S. Global Note.

            (e Procedures and Requirements.

                  1) if the proposed transfer occurs prior to the Offshore Notes
            Exchange Date, and the proposed transferor holds:

                        (A) a U.S. Physical Note which is surrendered to the
                  Note Registrar, and the proposed transferee or transferor, as
                  applicable:

                        (i) delivers an Accredited Investor Certificate and, if
                        required by the Company, a Non-Registration Opinion and
                        Supporting Evidence, or delivers (or is deemed to have
                        delivered pursuant to clause (d) above) a Rule 144A
                        Certificate and the proposed transferee requests
                        delivery in the form of a U.S. Physical Note, then the
                        Note Registrar shall (x) register such transfer in the
                        name of such transferee and record the date thereof in
                        its books and records, (y) cancel such surrendered U.S.
                        Physical Note and (z) deliver a new U.S. Physical Note
                        to such transferee duly registered in the name of such
                        transferee in principal amount equal to the principal
                        amount being transferred of such surrendered U.S.
                        Physical Note;

                        (ii) delivers (or is deemed to have delivered pursuant
                        to clause (d) above) a Rule 144A Certificate and the
                        proposed transferee is or is acting through an Agent
                        member and requests that the proposed transferee receive
                        a beneficial interest in the 

<PAGE>
 
                                                                              28


                        U.S. Global Note, then the Note Registrar shall (x)
                        cancel such surrendered U.S. Physical Note, (y) record
                        an increase in the principal amount of the U.S. Global
                        Note equal to the principal amount being transferred of
                        such surrendered U.S. Physical Note and (z) notify the
                        Depositary in accordance with the procedures of the
                        Depositary that it approves of such transfer; or

                        (iii) delivers a Regulation S Certificate and the
                        proposed transferee is or in acting through an Agent
                        Member and requests that the proposed transferee receive
                        a beneficial interest in the Offshore Global Note, then
                        the Note Registrar shall (x) cancel such surrendered
                        U.S. Physical Note, (y) record an increase in the
                        principal amount of the Offshore Global Note equal to
                        the principal amount being transferred of such
                        surrendered U.S. Physical Note and (z) notify the
                        Depositary in accordance with the procedures of the
                        Depositary that it approves of such transfer.

                        In any of the cases described in this Section
                  307(e)(1)(A), the Note Registrar shall deliver to the
                  transferor a new U.S. Physical Note in principal amount equal
                  to the principal amount not being transferred of such
                  surrendered U.S. Physical Note, as applicable.

                        (B) an interest in the U.S. Global Note, and the
                  proposed transferee or transferor, as applicable:

                              (i) delivers an Accredited Investor Certificate
                        and, if required by the Company, a Non-Registration
                        Opinion and Supporting Evidence, or delivers (or is
                        deemed to have delivered pursuant to clause (d) above) a
                        Rule 144A Certificate and the proposed transferee
                        requests delivery in the form of a U.S. Physical Note,
                        then the Note Registrar shall (w) register such transfer
                        in the name of such transferee and record the date
                        thereof in its books and records, (x) record a decrease
                        in the principal amount of the U.S. Global Note in an
                        amount equal to the beneficial interest therein being
                        transferred, (y) deliver a new U.S. Physical Note to
                        such transferee duly registered in the name of such
                        transferee in principal amount equal to the amount of
                        such decrease and (z) notify the Depositary in
                        accordance with the procedures of the Depositary that it
                        approves of such transfer;

                              (ii) delivers (or is deemed to have delivered
                        pursuant to clause (d) above) a Rule 144A Certificate
                        and the proposed transferee is or is acting through an
                        Agent Member and requests that the proposed transferee
                        receive a beneficial interest in the U.S. Global Note,
                        then the transfer shall be effected in accordance with
                        the procedures of the Depositary therefor; or

                              (iii) delivers a Regulation S Certificate and the
                        proposed transferee is or is acting through an Agent
                        Member and requests that the proposed transferee receive
                        a beneficial interest in the Offshore Global Note, then
                        the Note Registrar shall (w) register such transfer in
                        the name of such transferee and record the date thereof
                        in its books and records, (x) record a decrease in the
                        principal amount of the U.S. Global Note in an amount
                        equal to the beneficial interest therein being
                        transferred, (y) record an increase in the principal
                        amount of the Offshore Global Note equal to the amount
                        of such decrease and (z) notify the Depositary in
                        accordance with the procedures of the Depositary that it
                        approves of such transfer.

<PAGE>
 
                                                                              29


                        (C) an interest in the Offshore Global Note, and the
                  proposed transferee or transferor, as applicable:

                              (i) delivers an Accredited Investor Certificate
                        and, if required by the Trust, a Non-Registration
                        Opinion and Supporting Evidence delivers (or is deemed
                        to have delivered pursuant to clause (d) above) a Rule
                        144A Certificate and the proposed transferee requests
                        delivery in the form of a U.S. Physical Note, then the
                        Note Registrar shall (w) register such transfer in the
                        name of such transferee and record the date thereof in
                        its books and records, (x) record a decrease in the
                        principal amount of the Offshore Global Note in an
                        amount equal to the beneficial interest therein being
                        transferred, (y) deliver a new U.S. Physical Note to
                        such transferee duly registered in the name of such
                        transferee in principal amount equal to the amount of
                        such decrease and (z) notify the Depositary in
                        accordance with the procedures of the Depositary that it
                        approves of such transfer.

                              (ii) delivers (or is deemed to have delivered
                        pursuant to clause (d) above) a Rule 144A Certificate
                        and the proposed transferee is or is acting through an
                        Agent Member and requests that the proposed transferee
                        receive a beneficial interest in the U.S. Global Note,
                        then the Note Registrar shall (x) record a decrease in
                        the principal amount of the Offshore Global Note in an
                        amount equal to the beneficial interest therein being
                        transferred, (y) record an increase in the principal
                        amount of the U.S. Global Note equal to the amount of
                        such decrease and (z) notify the Depositary in
                        accordance with the procedures of the Depositary that it
                        approves of such transfer; or

                              (iii) delivers a Regulation S Certificate and the
                        proposed transferee is or is acting through an Agent
                        Member and requests that the proposed transferee receive
                        a beneficial interest in the Offshore Global Note, then
                        the transfer shall be effected in accordance with the
                        procedures of the Depositary therefor; provided,
                        however, that until the Offshore Note Exchange Date
                        occurs, beneficial interests in the Offshore Global Note
                        may be held only in or through accounts maintained at
                        the Depositary by Euroclear or Cedel (or by Agent
                        Members acting for the account thereof), and no person
                        shall be entitled to effect any transfer or exchange
                        that would result in any such interest being held
                        otherwise than in or through such an account.

                  2) If the proposed transfer occurs on or after the Offshore
            Note Exchange Date and the proposed transferor holds:

                        (A) a U.S. Physical Note which is surrendered to the
                  Note Registrar, and the proposed transferee or transferor, as
                  applicable:

                        (i) delivers an Accredited Investor Certificate and, if
                        required by the Company, a Non-Registration Opinion and
                        Supporting Evidence, or delivers (or is deemed to have
                        delivered pursuant to clause (d) above) a Rule 144A
                        Certificate and the proposed transferee requests
                        delivery in the form of a U.S. Physical Note, then the
                        procedures set forth in Section 307(e)(1)(A)(i) shall
                        apply.

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                                                                              30


                        (ii) delivers (or is deemed to have delivered pursuant
                        to clause (d) above) a Rule 144A Certificate and the
                        proposed transferee is or is acting through an Agent
                        Member and requests that the proposed transferee receive
                        a beneficial interest in the Offshore Global Note, then
                        the procedures set forth in Section 307(e)(1)(A)(ii)
                        shall apply; or

                        (iii) delivers a Regulation S Certificate, then the Note
                        Registrar shall cancel such surrendered U.S. Physical
                        Note and at the direction of the transferee, either:

                              (x) register such transfer in the name of such
                        transferee, record the date thereof in its books and
                        records and deliver a new Offshore Physical Note to such
                        transferee in principal amount equal to the principal
                        amount being transferred of such surrendered U.S.
                        Physical Note, or

                              (y) if the proposed transferee is or is acting
                        through an Agent Member, record an increase in the
                        principal amount of the Offshore Global Note equal to
                        the principal amount being transferred of such
                        surrendered U.S. Physical Note and notify the Depositary
                        in accordance with the procedures of the Depositary that
                        it approves of such transfer.

                  In any of the cases described in this Section 307(e)(2)(A)(i),
            (ii) or (iii)(x), the Note Registrar shall deliver to the transferor
            a new U.S. Physical Note in principal amount equal to the principal
            amount not being transferred of such surrendered U.S. Physical Note,
            as applicable.

                  (B) an interest in the U.S. Global Note, and the proposed
            transferee or transferor, as applicable:

                  (i) delivers an Accredited Investor Certificate and, if
                  required by the Company, a Non-Registration Opinion and
                  Supporting Evidence, or delivers (or is deemed to have
                  delivered pursuant to clause (d) above) a Rule 144A
                  Certificate and the proposed transferee requests delivery in
                  the form of a U.S. Physical Note, then the procedures set
                  forth in Section 307(e)(1)(A)(i) shall apply; or

                  (ii) delivers (or is deemed to have delivered pursuant to
                  clause (d) above) a Rule 144A Certificate and the proposed
                  transferee is or is acting through an Agent Member and
                  requests that the proposed transferee receive a beneficial
                  interest in the U.S. Global Note, then the procedures set
                  forth in Section 307(e)(1)(B)(ii) shall apply; or

                  (iii) delivers a Regulation S Certificate, then the Note
                  Registrar shall (x) record a decrease in the principal amount
                  of the U.S. Global Note in an amount equal to the beneficial
                  interest therein being transferred, (y) notify the Depositary
                  in accordance with the procedures of the Depositary that it
                  approves of such transfer and (z) at the direction of the
                  transferee, either:

                              (x) register such transfer in the name of such
                        transferee, record the date thereof in its books and
                        records and deliver a new Offshore Physical Note to such
                        transferee in principal amount equal to the amount of
                        such decrease, or

<PAGE>
 
                                                                              31




                              (y) if the proposed transferee is or is acting
                        through an Agent Member, record an increase in the
                        principal amount of the Offshore Global Note equal to
                        the amount of such decrease.

                  (C) an Offshore Physical Note which is surrendered to the Note
            Registrar, and the proposed transferee or transferor or, as
            applicable:

                  (i) delivers (or is deemed to have delivered pursuant to
                  clause (d) above) a Rule 144A Certificate and the proposed
                  transferee is or is acting through an Agent Member and
                  requests delivery in the form of the U.S. Global Note, then
                  the Note Registrar shall (x) cancel such surrendered Offshore
                  Physical Note, (y) record an increase in the principal amount
                  of the U.S. Global Note equal to the principal amount being
                  transferred of such surrendered Offshore Physical Note and (z)
                  notify the Depositary in accordance with the procedures of the
                  Depositary that it approves of such transfer;

                  (ii) where the proposed transferee is or is acting through an
                  Agent Member, requests that the proposed transferee receive a
                  beneficial interest in the Offshore Global Note, then the Note
                  Registrar shall (x) cancel such surrendered Offshore Physical
                  Note, (y) record an increase in the principal amount of the
                  Offshore Global Note equal to the principal amount being
                  transferred of such surrendered Offshore Physical Note and (z)
                  notify the Depositary in accordance with the procedures of the
                  Depositary that it approves of such transfer; or

                  (iii) does not make a request covered by Section
                  307(e)(2)(C)(i) or Section 307(e)(2)(C)(ii), then the Note
                  Registrar shall (x) register such transfer in the name of such
                  transferee and record the date thereof in its books and
                  records, (y) cancel such surrendered Offshore Physical Note
                  and (z) deliver a new Offshore Physical Note to such
                  transferee duly registered in the name of such transferee in
                  principal amount equal to the principal amount being
                  transferred of such surrendered Offshore Physical Note.

                        In any of the cases described in this Section
                  307(e)(2)(C), the Note Registrar shall deliver to the
                  transferor a new U.S. Physical Note in principal amount equal
                  to the principal amount not being transferred of such
                  surrendered U.S. Physical Note, as applicable.

                  (D) an interest in the Offshore Global Note, and the proposed
            transferee or transferor, as applicable:

                  (i) delivers (or is deemed to have delivered pursuant to
                  clause (d) above) a Rule 144A Certificate and the proposed
                  transferee is or is acting through an Agent Member and
                  requests delivery in the form of the U.S. Global Note, then
                  the Note Registrar shall (x) record a decrease in the
                  principal amount of the Offshore Global Note in an amount
                  equal to the beneficial interest therein being transferred,
                  (y) record an increase in the principal amount of the U.S.
                  Global Note equal to the amount of such decrease and (z)
                  notify the Depositary in accordance with the procedures of the
                  Depositary that it approves of such transfer;

<PAGE>
 
                                                                              32


                  (ii) where the proposed transferee is or is acting through an
                  Agent Member, requests that the proposed transferee receive a
                  beneficial interest in the Offshore Global Note, then the
                  transfer shall be effected in accordance with the procedures
                  of the Depositary therefor, or


                  (iii) does not make a request covered by Section
                  307(e)(2)(D)(i) or Section 307(e)(2)(D)(ii), then the Note
                  Registrar shall (w) register such transfer in the name of such
                  transferee and record the date thereof in its books and
                  records, (x) record a decrease in the principal amount of the
                  Offshore Global Note in an amount equal to the beneficial
                  interest therein being transferred, (y) deliver a new Offshore
                  Physical Note to such transferee duly registered in the name
                  of such transferee in principal amount equal to the amount of
                  such decrease and (z) notify the Depositary in accordance with
                  the procedures of the Depositary that it approves of such
                  transfer.

                  (f) Execution, Authentication and Delivery of Physical Notes.
            In any case in which the Note Registrar is required to deliver a
            Physical Note to a transferee or transferor, the Company shall
            execute, and the Trustee shall authenticate and make available for
            delivery, such Physical Note.

                  (g) Certain Additional Terms Applicable to Physical Notes. Any
            transferee entitled to receive a Physical Note may request that the
            principal amount thereof be evidenced by one or more Physical Notes
            in any authorized denomination or denominations the Note Registrar
            shall comply with such request if all other transfer restrictions
            are satisfied.

                  (h) Transfers Not Covered by Section 307(e). The Note
            Registrar shall effect and record, upon receipt of a written request
            from the Company so to do, a transfer not otherwise permitted by
            Section 307(e), such recording to be done in accordance with the
            otherwise applicable provisions of Section 307(e), upon the
            furnishing by the proposed transferor or transferee of a
            Non-Registration Opinion and Supporting Evidence.

                  (i) General. By its acceptance of any Note bearing the Private
            Placement Legend, each Holder of such Note acknowledges the
            restrictions on transfer of such Note set forth in this Indenture
            and in the Private Placement Legend and agrees that it will transfer
            such Note only as provided in the Indenture. The Note Registrar
            shall not register a transfer of any Note unless such transfer
            complies with the restrictions with respect thereto set forth in
            this Indenture. The Note Registrar shall not be required to
            determine (but may rely upon a determination made by the Company)
            the sufficiency or accuracy of any such certifications, legal
            opinions, other information or document.

                  (j) Private Placement Legend. Upon the transfer, exchange or
            replacement of Notes not bearing the Private Placement Legend, the
            Note Registrar shall deliver Notes that do not bear the Private
            Placement Legend. Upon the transfer, exchange or replacement of
            Notes bearing the Private Placement Legend, the Note Registrar shall
            deliver only Notes that bear the Private Placement Legend unless (i)
            the circumstances exist contemplated by the fourth paragraph of
            Section 201 (with respect to an Offshore Physical Note) or the
            requested transfer is at least two years after the original issue
            date of the Initial Note (with respect to any Physical Note), (ii)
            there is delivered to the Note Registrar an Opinion of Counsel
            reasonably satisfactory to the Company and the Trustee to the effect
            that neither such legend nor the related restrictions on transfer
            are required in order to maintain compliance with the provisions of
            the Act or (iii) such Notes are exchanged for Exchange Notes
            pursuant to an Exchange Offer.

            SECTION 308. Mutilated, Destroyed, Lost and Stolen Notes.

<PAGE>
 
                                                                              33


            If (i) any mutilated Note is surrendered to the Trustee, or (ii) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, and there is delivered to the Company
and the Trustee such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of written notice to the Company or
the Trustee that such Note has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for any such mutilated Note or in lieu of any such
destroyed, lost or stolen Note, a new Note of like tenor and principal amount,
bearing a number not contemporaneously outstanding.

            In case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Note, pay such Note.

            Upon the issuance of any new Note under this Section 308, 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 shall require
the payment of a sum sufficient to pay any other expenses (including the fees
and expenses of the Trustee) connected therewith.

            Every new Note issued pursuant to this Section 308 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all benefits of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder.

            The provisions of this Section 308 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

            SECTION 309. Payment of Interest; Interest Rights Preserved.

            Interest on any Note which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest may at the Company's option
be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 310, to the address of
such Person as it appears in the Note Register or (ii) transferring the interest
payment to an account located in the United States maintained by the payee.

            Any interest on any Note which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date shall forthwith cease to
be payable to the Holder on the Regular Record Date by virtue of having been
such Holder, and such defaulted interest and (to the extent lawful) interest on
such defaulted interest at the rate borne by the Notes (such defaulted interest
and interest thereon herein collectively called "Defaulted Interest") may be
paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:

            (1 The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Notes (or their respective Predecessor
      Notes) are registered at the close of business on a Special Record Date
      for the payment of such Defaulted Interest, which shall be fixed in the
      following manner. The Company shall notify the Trustee in writing of the
      amount of Defaulted Interest proposed to be paid on each Note and the date
      of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be paid in respect of such Defaulted Interest or shall make
      arrangements satisfactory to the Trustee for such deposit prior to the
      date of the proposed payment, such money when deposited to be held in
      trust for the benefit of the Persons entitled to such Defaulted Interest
      as in this clause provided. Thereupon the Company, with the written
      consent of the Trustee, shall fix a Special Record Date for the payment of
      such Defaulted Interest which shall be not more than 15 days

<PAGE>
 
                                                                              34


      and not less than 10 days prior to the date of the proposed payment and
      not less than 10 days after the receipt by the Trustee of the notice of
      the proposed payment. The Trustee, in the name and at the expense of the
      Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor to be given in the manner
      provided for in Section 106, not less than 10 days prior to such Special
      Record Date. Notice of the proposed payment of such Defaulted Interest and
      the Special Record Date therefor having been so given, such Defaulted
      Interest shall be paid to the Persons in whose names the Notes (or their
      respective Predecessor Notes) are registered at the close of business on
      such Special Record Date and shall no longer be payable pursuant to the
      following clause (2).

            (2 The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Notes may be listed, and upon such notice
      as may be required by such exchange, if, after notice given by the Company
      to the Trustee of the proposed payment pursuant to this clause, such
      manner of payment shall be deemed practicable by the Trustee.

            Subject to the foregoing provisions of this Section, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note.

            SECTION 310. Persons Deemed Owners.

            Prior to the due presentment of a Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Note is registered as the owner of such Note for
the purpose of receiving payment of principal of (and premium, if any) and
(subject to Sections 305 and 309) interest on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

            SECTION 311. Cancellation.

            All Notes surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to, and promptly cancelled by, the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Notes previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Notes previously authenticated hereunder
which the Company has not issued and sold, and all Notes so delivered shall be
promptly cancelled by the Trustee. If the Company shall so acquire any of the
Notes, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Notes unless and until the
same are surrendered to the Trustee for cancellation. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
Notes held by the Trustee shall be disposed of by the Trustee in accordance with
its customary procedures and certification of their disposal delivered to the
Company unless by Company Order the Company shall direct that cancelled Notes be
returned to it after being appropriately designated as cancelled.

            SECTION 312. Computation of Interest.

            Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.

            SECTION 313. CUSIP Numbers.

            The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption or other notices to Holders as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
the notice of redemption and that reliance may be placed only on the other

<PAGE>
 
                                                                              35


identification numbers and other identifying information printed on the Notes,
and any such redemption shall not be affected by any defect in or omission of
such numbers. The Company will promptly notify the Trustee of any change in the
CUSIP numbers.

            In the event that the Company shall issue and the Trustee shall
authenticate any Additional Notes pursuant to this Indenture, the Company shall
use its best efforts to obtain the same CUSIP number for such Additional Notes
as is printed on the Notes outstanding at such time; provided, however, that if
any series of Additional Notes is determined, pursuant to an Opinion of Counsel,
to be a different class of security than the Notes outstanding at such time for
federal income tax purposes, the Company may obtain a CUSIP number for such
series of Additional Notes that is different from the CUSIP number printed on
the Notes then outstanding, in which event such Additional Notes shall be deemed
to be a different series from the Notes issued on the date hereof.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

            SECTION 401. Satisfaction and Discharge of Indenture.

            This Indenture shall upon Company Request cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Notes expressly provided for herein or pursuant hereto) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when

            (1 either

                  (a all Notes theretofore authenticated and delivered (other
            than (i) Notes which have been destroyed, lost or stolen and which
            have been replaced or paid as provided in Section 308 and (ii) Notes
            for whose payment money has theretofore been deposited in trust with
            the Trustee or any Paying Agent or segregated and held in trust by
            the Company and thereafter repaid to the Company or discharged from
            such trust, as provided in Section 1003) have been delivered to the
            Trustee for cancellation; or

                  (b all such Notes not theretofore delivered to the Trustee for
            cancellation

                        (i) have become due and payable, or

                        (ii) will become due and payable at their Stated
                  Maturity within one year, or

                        (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

            and the Company, in the case of (i), (ii) or (iii) above, has
            irrevocably deposited or caused to be deposited with the Trustee as
            trust funds in trust for such purpose an amount sufficient to pay
            and discharge the entire indebtedness on such Notes not theretofore
            delivered to the Trustee for cancellation, for principal (and
            premium, if any) and interest and Liquidated Damages, if any, to the
            date of such deposit (in the case of Notes which have become due and
            payable) or to the Stated Maturity or Redemption Date, as the case
            may be, together with irrevocable instructions from the Company
            directing the Trustee to apply such funds to the payment thereof at
            Stated Maturity or redemption, as the case may be;

<PAGE>
 
                                                                              36


            (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 606 and, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1003 shall survive.

            SECTION 402. Application of Trust Money.

            On or prior to the effective date of this Indenture, the Trustee
shall establish a segregated, non-interest bearing corporate trust account (the
"Payment Account") maintained by the Trustee for the benefit of the Holders in
which all amounts paid to the Trustee for the benefit of the Holders in respect
of the Notes will be held and from which the Trustee (if the Trustee is the
Paying Agent) shall make payments to the Holders in accordance with this
Indenture and the Notes. Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to Section 401 and
otherwise pursuant to this Indenture shall be held in trust and applied by it,
in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

            SECTION 501. Events of Default.

            "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

            (1 default in the payment of interest or Liquidated Damages, if any,
      on any Note when due and payable and continuance of such default for a
      period of 30 days; or

            (2 default in the payment of principal of (or premium, if any, on)
      any Note at its Stated Maturity, upon acceleration, redemption or
      otherwise; or

            (3 default in the payment of principal or interest or Liquidated
      Damages, if any, on any Note required to be purchased pursuant to an
      Excess Proceeds Offer as set forth in Section 1017 or pursuant to a Change
      of Control Offer as set forth in Section 1010; or

            (4 failure to perform or comply with the provisions in Section 801;
      or

            (5 default in the performance or breach of any covenant or agreement
      of the Company in this Indenture or under the Notes (other than a default
      in the performance, or breach, of a covenant or agreement 

<PAGE>
 
                                                                              37


      which is specifically dealt with elsewhere in this Section), and
      continuance of such default or breach for a period of 30 consecutive days
      after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at least 25% in principal amount of the Outstanding Notes a written notice
      specifying such default or breach and requiring it to be remedied and
      stating that such notice is a "Notice of Default" hereunder; or

            (6 there occurs with respect to any issue or issues of Indebtedness
      of the Company or any Restricted Subsidiary having an outstanding
      principal amount of $10.0 million or more in the aggregate for all such
      issues of all such Persons, whether such Indebtedness now exists or shall
      hereafter be created, (I) an event of default that has caused the holder
      thereof to declare such Indebtedness to be due and payable prior to its
      Stated Maturity and such Indebtedness has not been discharged in full or
      such acceleration has not been rescinded or annulled by the earlier of (x)
      the expiration of any applicable grace period or (y) the thirtieth day
      after such default and/or (II) the failure to make a principal payment at
      the final (but not any interim) fixed maturity and such defaulted payment
      shall not have been made, waived or extended by the earlier of (x) the
      expiration of any applicable grace period or (y) the thirtieth day after
      such default; or

            (7 any final judgment or order (not covered by insurance) for the
      payment of money in excess of $10.0 million in the aggregate for all such
      final judgments or orders (treating any deductibles, self-insurance or
      retention as not so covered) shall be rendered against the Company or any
      Restricted Subsidiary and shall not be paid or discharged, and there shall
      be any period of 30 consecutive days following entry of the final judgment
      or order that causes the aggregate amount for all such final judgments or
      orders outstanding and not paid or discharged against all such Persons to
      exceed $10.0 million during which a stay of enforcement of such final
      judgment or order, by reason of a pending appeal or otherwise, shall not
      be in effect; or

            (8 a court having jurisdiction in the premises enters a decree or
      order for (A) relief in respect of the Company or any of its Significant
      Subsidiaries in an involuntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, (B)
      appointment of a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official of the Company or any of its Significant
      Subsidiaries or for all or substantially all of the property and assets of
      the Company or any of its Significant Subsidiaries or (C) the winding up
      or liquidation of the affairs of the Company or any of its Significant
      Subsidiaries and, in each case, such decree or order shall remain unstayed
      and in effect for a period of 30 consecutive days; or

            (9 the Company or any of its Significant Subsidiaries (A) commences
      a voluntary case under any applicable bankruptcy, insolvency or other
      similar law now or hereafter in effect, or consents to the entry of an
      order for relief in an involuntary case under any such law, (B) consents
      to the appointment of or taking possession by a receiver, liquidator,
      assignee, custodian, trustee, sequestrator or similar official of the
      Company or any of its Significant Subsidiaries or for all or substantially
      all of the property and assets of the Company or any of its Significant
      Subsidiaries or (C) effects any general assignment for the benefit of
      creditors.

            SECTION 502. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default (other than an Event of Default specified in
Section 501(8) or 501(9)) occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the Notes
Outstanding may, and the Trustee at the request of such Holders shall, declare
the principal of, premium, if any, and accrued but unpaid interest and
Liquidated Damages, if any, on all the Notes to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration of acceleration, such principal of, premium, if
any, and accrued interest and Liquidated Damages, if any, shall become
immediately due and payable. If an Event of Default specified in Section 501(8)
or 501(9) occurs, then the principal amount of, premium, if any, and accrued
interest and Liquidated Damages, if any, on the Notes then Outstanding shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

<PAGE>
 
                                                                              38


               At any time after a declaration of acceleration has been made,
the Holders of a majority in principal amount of the Notes Outstanding, by
written notice to the Company and the Trustee, may waive all past defaults and
rescind and annul such declaration and its consequences if

            (1 the Company has paid or deposited with the Trustee a sum
sufficient to pay,

                  (A) all overdue interest and Liquidated Damages on all
            Outstanding Notes,

                  (B) all unpaid principal of (and premium, if any, on) any
            Outstanding Notes which has become due otherwise than by such
            declaration of acceleration, and interest on such unpaid principal
            at the rate borne by the Notes,

                  (C) to the extent that payment of such interest is lawful,
            interest on overdue interest at the rate borne by the Notes, and

                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, fees, expenses, disbursements and advances
            of the Trustee, its agents and counsel and any amounts due the
            Trustee under Section 606;

            (2 all Events of Default, other than the non-payment of amounts of
      principal of (or premium, if any, on) and accrued and unpaid interest and
      Liquidated Damages, if any, on the Notes which have become due solely by
      such declaration of acceleration, have been cured or waived as provided in
      Section 513; and

            (3 the recission, in the Opinion of Counsel, would not conflict with
      any judgment or decree of a court of competent jurisdiction.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

            Notwithstanding the preceding paragraph, in the event of a
declaration of acceleration in respect of the Notes because of an Event of
Default specified in Section 501(6) shall have occurred and be continuing, such
declaration of acceleration shall be automatically rescinded annulled if the
Indebtedness that is the subject of such Event of Default has been discharged or
the holders thereof have rescinded their declaration of acceleration in respect
of such Indebtedness, and written notice of such discharge or rescission, as the
case may be, shall have been given to the Trustee by the Company and
countersigned by the holders of such Indebtedness or a trustee, fiduciary or
agent for such holders, within 60 days after such declaration of acceleration in
respect of the Notes, and no other Event of Default has occurred during such
60-day period which has not been cured or waived during such period.

            SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

            The Company covenants that if

            (a default is made in the payment of any installment of interest and
      Liquidated Damages, if any, on any Note when such interest becomes due and
      payable and such default continues for a period of 30 days, or

            (b default is made in the payment of the principal of (or premium,
      if any, on) any Note at the Maturity thereof,

the Company will pay to the Trustee for the benefit of the Holders of such
Notes, the whole amount then due and payable on such Notes for principal (and
premium and Liquidated Damages, if any) and interest, and interest on any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installment of interest
and Liquidated Damages, if any, at the rate borne by the Notes, and, in addition

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                                                                              39


thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, fees expenses,
disbursements and advances of the Trustee, its agents and counsel and any
amounts due the Trustee under Section 606.

            If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Notes, wherever situated.

            If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

            SECTION 504. Trustee May File Proofs of Claim.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, premium, if any, interest or Liquidated
Damages, if any) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

      (i) to file and prove a claim for the whole amount of principal (and
      premium and Liquidated Damages, if any) and interest owing and unpaid in
      respect of the Notes and to file such other papers or documents as may be
      necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, fees, expenses,
      disbursements and advances of the Trustee, its agents and counsel and any
      amounts due the Trustee under Section 606) and of the Holders allowed in
      such judicial proceeding, and

      (ii) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

            SECTION 505. Trustee May Enforce Claims Without Possession of Notes.

            All rights of action and claims under this Indenture or the Notes
may be prosecuted and enforced by the Trustee without the possession of any of
the Notes or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name and
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, fees, expenses,

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                                                                              40


disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Notes in respect of which such judgment
has been recovered.

            SECTION 506. Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any, or Liquidated Damages, if any) or interest, upon presentation of the
Notes and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under Section
606;

            SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium and Liquidated Damages, if any) and interest on the
Notes in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Notes for principal (and premium and Liquidated
Damages, if any) and interest, respectively; and

            THIRD: The balance, if any, to the Person or Persons entitled
thereto.

            SECTION 507. Limitation on Suits.

            Except to enforce the right to receive payment of principal or,
premium, if any, or interest or Liquidated Damages, if any, when due, no Holder
of any Notes shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

            (1 such Holder has previously given written notice to the Trustee of
      a continuing Event of Default;

            (2 such Holders of at least 25% in aggregate principal amount of
      outstanding Notes make a written request to the Trustee to pursue the
      remedy;

            (3 such Holder or Holders offer the Trustee indemnity satisfactory
      to the Trustee against any costs, liability or expense;

            (4 the Trustee does not comply with the request within 60 days after
      receipt of the request and the offer of indemnity; and

            (5 during such 60-day period, the Holders of a majority in aggregate
      principal amount of the Outstanding Notes do not give the Trustee a
      direction that is inconsistent with the request;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

            SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

            Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, Article Thirteen) and in
such Note of the principal of (and premium and Liquidated Damages, if any) and
(subject to Section 309) interest 

<PAGE>
 
                                                                              41


on such Note on the respective Stated Maturities expressed in such Note (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

            SECTION 509. Restoration of Rights and Remedies.

            If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

            SECTION 510. Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of
Section 308, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

            SECTION 511. Delay or Omission Not Waiver.

            No delay or omission of the Trustee or of any Holder of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

            SECTION 512. Control by Holders.

            The Holders of not less than a majority in principal amount of the
Outstanding Notes shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, provided that

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture,

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                                                                              42


            (2) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction, and

            (3) the Trustee need not take any action which might involve it in
      personal liability or which, in the good faith determination of the
      Trustee, may be unjustly prejudicial to the Holders not consenting.

            SECTION 513. Waiver of Past Defaults.

            The Holders of not less than a majority in principal amount of the
Outstanding Notes may on behalf of the Holders of all the Notes waive any past
default hereunder and its consequences, except a default

            (1) in respect of the payment of the principal of (or premium or
      Liquidated Damages, if any) or interest on any Note, or

            (2) in respect of a covenant or provision hereof which under Article
      Nine cannot be modified or amended without the consent of the Holder of
      each Outstanding Note affected.

            Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

            SECTION 514. Waiver of Stay or Extension Laws.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

            SECTION 601. Notice of Defaults.

            Within 90 days after the occurrence of any Default hereunder, the
Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such Default hereunder actually known to the corporate trust
officer having responsibility for the administration of this Indenture on behalf
of the Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal
of (or premium, if any) or interest on any Note, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders; and provided further that in the case
of any Default of the character specified in Section 501(6), no such notice to
Holders shall be given until at least 30 days after the corporate trust officer
having responsibility for the administration of this Indenture on behalf of
Trustee has actual knowledge of the occurrence thereof.

            In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

            SECTION 602. Certain Rights of Trustee.

            Subject to the provisions of TIA Sections 315(a) through 315(d):

            (1) the Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document believed by it to be genuine and to have been signed or presented
      by the proper party or parties;

            (2) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order and any
      resolution of the Board of Directors may be sufficiently evidenced by a
      Board Resolution;

<PAGE>
 
                                                                              43


            (3) whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, rely upon an Officer's Certificate;

            (4) the Trustee may consult with counsel and the written advice of
      such counsel or any Opinion of 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 reliance thereon;

            (5) the Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders pursuant to this Indenture, unless such
      Holders shall have offered to the Trustee reasonable security or indemnity
      against the costs, expenses and liabilities which might be incurred by it
      in compliance with such request or direction;

            (6) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its discretion, may make such further
      inquiry or investigation into such facts or matters as it may see fit,
      and, if the Trustee shall determine to make such further inquiry or
      investigation, it shall be entitled to examine the books, records and
      premises of the Company, personally or by agent or attorney;

            (7) the Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents or
      attorneys and the Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder;

            (8) the Trustee shall not be liable for any action taken, suffered
      or omitted by it in good faith and believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Indenture; and

            (9) the Trustee shall have no duty to inquire as to the performance
      of the Company's covenants herein.

            The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

            SECTION 603. Trustee Not Responsible for Recitals or Issuance of
Notes.

            The recitals contained herein and in the Notes, except for the
Trustees certificates of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Notes, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Notes and
perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee shall not
be accountable for the use or application by the Company of Notes or the
proceeds thereof.

            SECTION 604. May Hold Notes.

<PAGE>
 
                                                                              44

            The Trustee, any Paying Agent, any Note Registrar or any other agent
of the Company or of the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Notes and, subject to TIA Sections 310(b) and
311, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Paying Agent, Note Registrar or such other agent.

            SECTION 605. Money Held in Trust.

            Money held by the Trustee in trust hereunder shall be segregated
from other funds. The Trustee shall be under no liability for interest on any
money received by it hereunder.

            SECTION 606. Compensation and Reimbursement.

            The Company agrees:

            (1) to pay to the Trustee from time to time reasonable compensation
      for all services rendered by it hereunder (which compensation shall not be
      limited by any provision of law in regard to the compensation of a trustee
      of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse the
      Trustee upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustee in accordance with any provision
      of this Indenture (including the reasonable compensation and the expenses
      and disbursements of its agents, accountants, experts and counsel), except
      any such expense, disbursement or advance as may be attributable to its
      gross negligence or bad faith; and

            (3) to indemnify the Trustee and each of its officers, directors,
      employees, attorneys-in-fact and agents for, and to hold it harmless
      against, any claim, demand, loss, liability or expense (including but not
      limited to reasonable compensation, disbursements and expenses of the
      Trustee's agents and counsel) incurred without gross negligence or bad
      faith on its part, arising out of or in connection with the offering and
      sale of the Notes, or the acceptance or administration of this trust,
      including the costs and expenses of defending itself against any claim or
      liability in connection with the exercise or performance of any of its
      powers or duties hereunder and enforcing this indemnification provision.

            The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. As security for the performance of such obligations
of the Company, the Trustee shall have a claim prior to the Notes upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (and premium, if any) or interest on
particular Notes.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(8) or (9), the expenses
(including the reasonable charges and expenses of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

            The provisions of this Section shall survive the resignation or
removal of the Trustee or the termination of this Indenture.

            SECTION 607. Corporate Trustee Required; Eligibility.

            There shall be at all times a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes

<PAGE>
 
                                                                              45


reports of condition at least annually, pursuant to law or to the requirements
of Federal, State, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 607, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

            SECTION 608. Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

            (b) The Trustee may resign at any time by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 609 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

            (c) The Trustee may be removed at any time by Act of the Holders of
not less than a majority in principal amount of the Outstanding Notes, delivered
in writing to the Trustee and to the Company.

            (d) If at any time:

            (1) the Trustee shall fail to comply with the provisions of TIA
      Section 310(b) after written request therefor by the Company or by any
      Holder who has been a bona fide Holder of a Note for at least six months,
      or

            (2) the Trustee shall cease to be eligible under Section 607 and
      shall fail to resign after written request therefor by the Company or by
      any Holder who has been a bona fide Holder of a Note for at least six
      months, or

            (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Notes delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

<PAGE>
 
                                                                              46


            (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Notes in the manner provided for in Section 106. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.

            SECTION 609. Acceptance of Appointment by Successor.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

            No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

            SECTION 610. Merger, Conversion, Consolidation or Succession to
Business.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes. In case at
that time any of the Notes shall not have been authenticated, any successor
Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee. In all such cases such
certificates shall have the full force and effect which this Indenture provides
for the certificate of authentication of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

            SECTION 701. Disclosure of Names and Addresses of Holders.

            Every Holder of Notes, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company or the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with TIA Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312(b).

            SECTION 702. Reports by Trustee.

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                                                                              47


            Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Notes, the Trustee shall transmit to the
Holders, in the manner and to the extent provided in TIA Section 313(c), a brief
report dated as of such May 15 if required by TIA Section 313(a).

            SECTION 703. Reports by Company.

            The Company shall:

            (1) file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Exchange Act; or, if the Company is not required to file information,
      documents or reports pursuant to either of said Sections, then it shall
      file with the Trustee and the Commission, in accordance with rules and
      regulations prescribed from time to time by the Commission, such of the
      supplementary and periodic information, documents and reports which may be
      required pursuant to Section 13 of the Exchange Act in respect of a
      security listed and registered on a national securities exchange as may be
      prescribed from time to time in such rules and regulations;

            (2) file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to compliance
      by the Company with the conditions and covenants of this Indenture as may
      be required from time to time by such rules and regulations; and

            (3) transmit by mail to all Holders, in the manner and to the extent
      provided in TIA Section 313(c), within 30 days after the filing thereof
      with the Trustee, such summaries of any information, documents and reports
      required to be filed by the Company pursuant to paragraphs (1) and (2) of
      this Section as may be required by rules and regulations prescribed from
      time to time by the Commission.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

            SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

            The Company shall not consolidate with, merge with or into, or sell,
convey, transfer, lease or otherwise dispose of all or substantially all of its
property and assets (as an entirety or substantially an entirety in one
transaction or a series of related transactions) to, any Person or permit any
Person to merge with or into the Company and the Company will not permit any of
its Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in the sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of the
Company or the Company and its Restricted Subsidiaries, taken as a whole, to any
other Person or Persons, unless:

            (1) either (A), the Company shall be the continuing Person, or (B)
      the Person (if other than the Company) formed by such consolidation or
      into which the Company is merged or the Person which acquires by
      conveyance or transfer, or which leases, the properties and assets of the
      Company substantially as an entirety (i) shall be a corporation,
      partnership (in the case of a partnership, together with a corporate
      co-obligor) or trust organized and validly existing under the laws of the
      United States of America or any jurisdiction thereof and (ii) shall
      expressly assume, by a supplemental indenture, executed and delivered to
      the Trustee, in form satisfactory to the Trustee, all the Company's
      obligation for the due and punctual payment of 

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                                                                              48


      the principal of (and premium and Liquidated Damages, if any) and interest
      on all Notes and the performance and observance of every covenant of the
      Indenture on the part of the Company to be performed or observed;

            (2) immediately after giving effect to such transaction (and
      treating any Indebtedness which becomes an obligation of the Company or a
      Restricted Subsidiary in connection with or as a result of such
      transaction as having been incurred at the time of such transaction), no
      Default or Event of Default shall have occurred and be continuing;

            (3) immediately after giving effect to such transaction on a pro
      forma basis the Company, or any Person becoming the successor obligor of
      the Notes, as the case may be, could Incur at least $1.00 of Indebtedness
      under paragraph (a) of Section 1011; and

            (4) the Company or such Person shall have delivered to the Trustee
      an Officer's Certificate (attaching the arithmetic computations to
      demonstrate compliance with clause (3) above) and an Opinion of Counsel,
      each stating that such consolidation, merger, conveyance, transfer or
      lease and, if a supplemental indenture is required in connection with such
      transaction, such supplemental indenture complies with this Article and
      that all conditions precedent provided for herein relating to such
      transaction have been complied with; provided, however, that clause (3)
      above does not apply if, in the good faith determination of the Board of
      Directors of the Company, whose determination shall be conclusive and
      evidenced by a Board Resolution, the principal purpose of such transaction
      is to change the state of incorporation of the Company; and provided
      further that any such transaction shall not have as one of its purposes
      the evasion of the foregoing limitations.

            SECTION 802. Successor Substituted.

            Upon any consolidation of the Company with or merger of the Company
with or into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety to any Person
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and in the event of any such conveyance or transfer, the Company (which term
shall for this purpose mean the Person named as the "Company" in the first
paragraph of this Indenture or any successor Person which shall theretofore
become such in the manner described in Section 801), except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Notes and may be dissolved and liquidated.

            SECTION 803. Notes to Be Secured in Certain Events.

            If, upon any such consolidation of the Company with or merger of the
Company into any other corporation, or upon any conveyance, lease or transfer of
the property of the Company substantially as an entirety to any other Person,
any property or assets of the Company would thereupon become subject to any
Lien, then unless such Lien could be created pursuant to Section 1016 without
equally and ratably securing the Notes, the Company, prior to or simultaneously
with such consolidation, merger, conveyance, lease or transfer, will as to such
property or assets, secure the Notes Outstanding (together with, if the Company
shall so determine any other Indebtedness of the Company now existing or
hereinafter created which is not subordinate in right of payment to the Notes)
equally and ratably with (or prior to) the Indebtedness which upon such
consolidation, merger, conveyance, lease or transfer is to become secured as to
such property or assets by such Lien, or will cause such Notes to be so secured.

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                                                                              49

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

            SECTION 901. Supplemental Indentures Without Consent of Holders.

            Without the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

            (1) to evidence the succession of another Person to the Company and
      the assumption by any such successor of the covenants of the Company
      contained herein and in the Notes; or

            (2) to add to the covenants of the Company for the benefit of the
      Holders or to surrender any right or power herein conferred upon the
      Company; or

            (3) to add any additional Events of Default; or

            (4) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee pursuant to the requirements of Section
      609; or

            (5) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture; provided, that such action shall not adversely
      affect the interests of the Holders in any material respect; or

            (6) to secure the Notes pursuant to the requirements of Section 803
      or Section 1016 or otherwise, or

            (7) to provide for the issuance of Additional Notes; provided that
      such issuance shall otherwise be in accordance with the terms of the
      Indenture, including Section 1011.

            SECTION 902. Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:

            (1) change the Stated Maturity of the principal of or any
      installment of interest on any Note, or reduce the principal amount
      thereof (or premium or Liquidated Damages, if any) or the rate of interest
      thereon or change the coin or currency in which any Note or any premium or
      the interest thereon is payable or extend the time for the payment of
      interest, or alter the redemption provisions of, any Note, or impair the
      right of any Holder of the Notes to receive payment of, principal of and
      interest on such Holder's Notes on or after the due dates therefor or to
      institute suit for the enforcement of any payment on or after the Stated
      Maturity (or, in the case of redemption, on or after the Redemption Date)
      of any Note, or

            (2) reduce the percentage in principal amount of the Outstanding
      Notes, the consent of whose Holders is required for any such supplemental
      indenture, or the consent of whose Holders is required for any 

<PAGE>
 
                                                                              50


      waiver of compliance with certain provisions of this Indenture or certain
      defaults hereunder and their consequences provided for in this Indenture,
      or

            (3) waive a default in the payment of principal of (or premium, if
      any) or accrued and unpaid interest or Liquidated Damages, if any, on the
      Notes, or

            (4) modify any provision of any Guarantees of the Notes in a manner
      adverse to the Holders, or

            (5) modify any of the provisions of this Section or Sections 513 and
      Section 1022, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Note affected
      thereby.

            It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

            SECTION 903. Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustees own rights, duties or
immunities under this Indenture or otherwise.

            SECTION 904. Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

            SECTION 905. Conformity with Trust Indenture Act.

            Every supplemental indenture executed pursuant to the Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

            SECTION 906. Reference in Notes to Supplemental Indentures.

            Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and upon Company Order authenticated and delivered by the Trustee in
exchange for Outstanding Notes.

            SECTION 907. Notice of Supplemental Indentures.

            Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Note affected, in
the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture.

                                   ARTICLE TEN

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                                                                              51


                                    COVENANTS

            SECTION 1001. Payment of Principal, Premium, if Any, and Interest.

            The Company covenants and agrees for the benefit of the Holders that
it will duly and punctually pay the principal of (and premium, if any) and
interest and Liquidated Damages, if any, on the Notes in accordance with the
terms of the Notes and this Indenture.

            SECTION 1002. Maintenance of Office or Agency.

            The Company will maintain in The City of New York, an office or
agency (which may be a drop facility) where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give
prompt written notice to the Trustee of any change in the location of any such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

            The Company may also from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the Notes may
be presented or surrendered for any or all such purposes and may from time to
time rescind any such designation; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in The City of New York for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and any change in the location of any such other office or agency.
The Company hereby designates the Trustee, c/o First Union National Bank, 40
Broad Street, Fifth Floor, Suite 550, New York, New York 10004 as such drop
facility in compliance with this Section 1002.

            SECTION 1003. Money for Note Payments to Be Held in Trust.

            If the Company shall at any time act as its own Paying Agent, it
will, on or before each due date of the principal of (or premium or Liquidated
Damages, if any) or interest on any of the Notes, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal of (or premium or Liquidated Damages, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee in writing of its action or
failure so to act.

            Whenever the Company shall have one or more Paying Agents for the
Notes, it will, on or before each due date of the principal of (or premium or
Liquidated Damages, if any) or interest on any Notes, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium and Liquidated Damages,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium, Liquidated Damages
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee in writing of such action or any failure so to act.

            The Company will cause each Paying Agent (other than the Trustee) to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

            (1) hold all sums held by it for the payment of the principal of
      (and premium and Liquidated Damages, if any) or interest on Notes in trust
      for the benefit of the Persons entitled thereto until such sums shall be
      paid to such Persons or otherwise disposed of as herein provided;

<PAGE>
 
                                                                              52


            (2) give the Trustee notice of any default by the Company (or any
      other obligor upon the Notes) in the making of any payment of principal
      (and premium and Liquidated Damages, if any) or interest on the Notes; and

            (3) at any time during the continuance of any such default, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so
      held in trust by such Paying Agent.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (or premium or
Liquidated Damages, if any) or interest on any Note and remaining unclaimed for
two years after such principal, premium, Liquidated Damages or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

            SECTION 1004. Corporate Existence.

            Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory) and franchises of the Company and each
Subsidiary; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.

            SECTION 1005. Payment of Taxes and Other Claims.

            The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary and (b)
all lawful claims for labor, materials and supplies, which, if unpaid, might by
law become a Lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

            SECTION 1006. Maintenance of Properties.

<PAGE>
 
                                                                              53


            The Company will cause all properties owned by the Company or any
Subsidiary or used or held for use in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the maintenance of any of such properties
if such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

            SECTION 1007. Insurance.

            The Company will at all times keep all of its and its Subsidiaries
properties which are of an insurable nature insured with insurers, believed by
the Company to be responsible, against loss or damage to the extent that
property of similar character is usually so insured by corporations similarly
situated and owning like properties.

            SECTION 1008. Statement by Officers As to Default.

            (a) The Company will deliver to the Trustee, within 90 days after
the end of each fiscal year, a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer as to his
or her knowledge of the Company's compliance with all conditions and covenants
under this Indenture. For purposes of this Section 1008(a), such compliance
shall be determined without regard to any period of grace or requirement of
notice under this Indenture.

            (b) When any Default has occurred and is continuing under this
Indenture, or if the trustee for or the holder of any other evidence of
Indebtedness of the Company or any Subsidiary gives any notice or takes any
other action with respect to a claimed default (other than with respect to
Indebtedness in the principal amount of less than $1,000,000), the Company shall
deliver to the Trustee by registered or certified mail or by telegram, telex or
facsimile transmission an Officer's Certificate specifying such event, notice or
other action within five Business Days of its occurrence.

            (c) When any Registration Default (as defined in the Registration
Rights Agreement) occurs, the Company shall promptly deliver to the Trustee by
registered or certified mail or by telegram, telex or facsimile transmission an
Officer's Certificate specifying the nature of such Registration Default. In
addition, the Company shall deliver to the Trustee on each Interest Payment Date
during the continuance of a Registration Default and on the Interest Payment
Date following the cure of a Registration Default, an Officer's Certificate
specifying the amount of Liquidated Damages which have accrued and which are
then owing under the Registration Rights Agreement.

            SECTION 1009. Provision of Financial Statements.

            (a) The Company will file on a timely basis with the Commission, to
the extent such filings are accepted by the Commission and whether or not the
Company has a class of securities registered under the Exchange Act, the annual
reports, quarterly reports and other documents that the Company would be
required to file if it were subject to Section 13 or 15 of the Exchange Act. All
such annual reports shall include the geographic segment financial information
contemplated by Item 101(d) of Regulation S-K under the Securities Act/SFAS 14,
and all such quarterly reports shall provide the same type of interim financial
information that, as of the date of this Indenture, currently is the Company's
practice to provide.

            (b) The Company will also be required (i) to file with the Trustee,
and provide to each Holder, without cost to such Holder, copies of such reports
and documents within 15 days after the date on which the Company files such
reports and documents with the Commission or the date on which the Company would
be required to file such reports and documents if the Company were so required,
and (ii) if filing such reports and documents with the 

<PAGE>
 
                                                                              54


Commission is not accepted by the Commission or is prohibited under the Exchange
Act, to supply at the Company's cost copies of such reports and documents to any
prospective Holder promptly upon request.

            SECTION 1010. Repurchase of Notes upon a Change of Control.

            (a) Upon the occurrence of a Change of Control, each Holder shall
have the right to require the Company to repurchase all or any part of its Notes
at a purchase price in cash pursuant to the offer described below (the "Change
of Control Offer") equal to 101% of the principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase
(subject to the right of holders of record to receive interest on the relevant
interest payment date) (the "Change of Control Payment") in accordance with the
procedures set forth in paragraphs (c) and (e) of this Section.

            (b) [Intentionally Omitted]

            (c) Within 30 days following any Change of Control, the Company
shall give to each Holder of the Notes and the Trustee in the manner provided in
Section 106 a notice stating:

            (i) that a Change of Control has occurred, that the Change of
      Control Offer is being made pursuant to this Section 1010 and that all
      Notes validly tendered will be accepted for payment;

            (ii) the purchase price and the date of purchase (which shall be a
      Business Day no earlier than 30 days nor later than 60 days from the date
      such notice is mailed) (the "Change of Control Payment Date");

            (iii) that any Note not tendered will continue to accrue interest
      and Liquidated Damages, if any, pursuant to its terms;

            (iv) that, unless the Company defaults in the payment of the Change
      of Control Payment, any Note accepted for payment pursuant to the Change
      of Control Offer shall cease to accrue interest and Liquidated Damages, if
      any, on and after the Change of Control Payment Date;

            (v) that Holders electing to have any Note or portion thereof
      purchased pursuant to the Change of Control Offer will be required to
      surrender such Note, together with the form entitled "Option of the Holder
      to Elect Purchase" on the reverse side of such Note completed, to the
      Paying Agent at the address specified in the notice prior to the close of
      business on the third Business Day immediately preceding the Change of
      Control Payment Date;

            (vi) that Holders be entitled to withdraw their election if the
      Paying Agent receives, not later than the close of business on the third
      Business Day immediately preceding the Change of Control Payment Date, a
      telegram, telex, facsimile transmission or letter setting forth the name
      of such Holder, the principal amount of Notes delivered for purchase and a
      statement that such Holder is withdrawing his election to have such Notes
      purchased, and

            (vii) that Holders whose Notes are being purchased only in part will
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered; provided that each Note purchased and each new
      Note issued shall be in a principal amount of $1,000 or integral multiples
      thereof.

            (d) [Intentionally Omitted]

            (e) On the Change of Control Payment Date, the Company shall:

      (i) accept for payment Notes or portions thereof tendered pursuant to the
      Change of Control Offer;

<PAGE>
 
                                                                              55


      (ii) deposit with the Paying Agent money sufficient to pay the purchase
      price of all Notes or portions thereof so accepted; and

      (iii) deliver, or cause to be delivered, to the Trustee, all Notes or
      portions thereof so accepted together with an Officer's Certificate
      specifying the Notes or portions thereof accepted for payment by the
      Company. The Paying Agent shall promptly mail, to the Holders of Notes so
      accepted, payment in an amount equal to the purchase price, and the
      Trustee shall promptly authenticate and mail to such Holders a new Note
      equal in principal amount of any unpurchased portion of the Notes
      surrendered; provided that each Note purchased and each new Note issued
      shall be in a principal amount of $1,000 or integral multiples thereof.
      The Company will publicly announce the results of the Change of Control
      Offer on or as soon as practicable after the Change of Control Payment
      Date. For purposes of this Section 1010, the Trustee shall act as Paying
      Agent.

            The Company will comply with Rule l4e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in the event that a Change of Control occurs and the
Company is required to repurchase the Notes under this Section 1010.

            SECTION 1011. Limitation on Indebtedness

            (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness (other than the $200,000,000 of Original
Notes); provided, however, that the Company may Incur Indebtedness if
immediately thereafter the ratio of (i) the aggregate principal amount (or
accreted value, as the case may be) of Indebtedness of the Company and its
Restricted Subsidiaries on a consolidated basis outstanding as of the
Transaction Date to (ii) the Pro Forma Consolidated Cash Flow for the preceding
two full fiscal quarters multiplied by two, determined on a pro forma basis as
if any such Indebtedness that had been Incurred and the proceeds thereof had
been applied at the beginning of such two fiscal quarters, would be greater than
zero and less than 6.0 to 1.

            (b) Notwithstanding the foregoing, the Company and (except for
Indebtedness under subsections (v), (vii) and (xi) below) any Restricted
Subsidiary may Incur each and all of the following:

      (i) Indebtedness of the Company or any Restricted Subsidiary under one or
      more Credit Facilities in an aggregate principal amount at any one time
      outstanding not to exceed the greater of (a) $50 million or (b) 65% of
      Eligible Accounts Receivable, subject to any permanent reductions required
      by any other terms of the Indenture;

      (ii) Indebtedness (including Guarantees) Incurred by the Company or a
      Restricted Subsidiary after the Closing Date to finance the cost
      (including the cost of design, development, construction, acquisition,
      installation or integration) of equipment used in the telecommunications
      business or ownership rights with respect to indefeasible rights of use or
      minimum investment units (or similar ownership interests) in domestic or
      transnational fiber optic cable or other transmission facilities, in each
      case purchased or leased by the Company or a Restricted Subsidiary after
      the Closing Date (including acquisitions by way of Capitalized Leases and
      acquisitions of the Capital Stock of a Person that becomes a Restricted
      Subsidiary to the extent of the Fair Market Value (as determined in good
      faith by the Board of Directors, whose determination shall be conclusive
      and evidenced by a Board Resolution) of such equipment, ownership rights
      or minimum investment units so acquired);

      (iii) Indebtedness of any Restricted Subsidiary to the Company or
      Indebtedness of the Company or any Restricted Subsidiary to any other
      Restricted Subsidiary; provided that any subsequent issuance or transfer
      of any Capital Stock which results in any such Restricted Subsidiary
      ceasing to be a Restricted Subsidiary or any subsequent transfer of such
      Indebtedness not permitted by this clause (iii) (other than to the Company
      or another Restricted Subsidiary) shall be deemed, in each case, to
      constitute the incurrence of such Indebtedness, 

<PAGE>
 
                                                                              56


      and provided further that Indebtedness of the Company to a Restricted
      Subsidiary must be subordinated in right of payment to the Notes;

      (iv) Indebtedness of the Company or a Restricted Subsidiary issued in
      exchange for, or the net proceeds of which are used to refinance or
      refund, then outstanding Indebtedness of the Company or a Restricted
      Subsidiary, other than Indebtedness Incurred under clauses (i), (iii),
      (vi), (viii), (ix) and (xii) of this paragraph, and any refinancings
      thereof in an amount not to exceed the amount so refinanced or refunded
      (plus premiums, accrued interest, and reasonable fees and expenses);
      provided that such new Indebtedness shall only be permitted under this
      clause (iv) if (A) in case the Notes are refinanced in part or the
      Indebtedness to be refinanced is pari passu with the Notes, such new
      Indebtedness, by its terms or by the terms of any agreement or instrument
      pursuant to which such new Indebtedness is issued or remains outstanding,
      is expressly made pari passu with, or subordinate in right of payment to,
      the remaining Notes, (B) in case the Indebtedness to be refinanced is
      subordinated in right of payment to the Notes, such new Indebtedness, by
      its terms or by the terms of any agreement or instrument pursuant to which
      such new Indebtedness is issued or remains outstanding, is expressly made
      subordinate in right of payment to the Notes at least to the extent that
      the Indebtedness to be refinanced is subordinated to the Notes and (C)
      such new Indebtedness, determined as of the date of Incurrence of such new
      Indebtedness, does not mature prior to the Stated Maturity of the
      Indebtedness to be refinanced or refunded, and the Average Life of such
      new Indebtedness is at least equal to the remaining Average Life of the
      Indebtedness to be refinanced or refunded; and provided further that in no
      event may Indebtedness of the Company be refinanced by means of any
      Indebtedness of any Restricted Subsidiary pursuant to this clause (iv);

      (v) Indebtedness of the Company not to exceed, at any one time
      outstanding, 2.00 times (A) the Net Cash Proceeds received by the Company
      after May 18, 1998 from the issuance and sale of its Capital Stock (other
      than Redeemable Stock) to a Person that is not a Subsidiary of the
      Company, to the extent such Net Cash Proceeds have not been used pursuant
      to clause (C)(2) of the first paragraph or clauses (iii), (iv) or (vii) of
      the second paragraph of Section 1012 to make a Restricted Payment and (B)
      the Fair Market Value (as determined in good faith by the Board of
      Directors, whose determination shall be conclusive and evidenced by a
      Board Resolution) of property (other than cash and cash equivalents) used
      in a Permitted Business or common equity interests in a Person (the
      property and assets of such Person consisting primarily of
      telecommunications assets) that becomes a Restricted Subsidiary (such Fair
      Market Value being that of the common equity interests received pursuant
      to the transaction resulting in such Person becoming a Restricted
      Subsidiary), and, in each case, received by the Company after May 18, 1998
      from the issuance or sale of its Capital Stock (other than Redeemable
      Stock) to a Person that is not a Subsidiary of the Company to the extent
      such sale of Capital Stock has not been used pursuant to clauses (iii),
      (iv) or (vii) of the second paragraph of Section 1012 to make a restricted
      payment; provided that such Indebtedness does not mature prior to the
      Stated Maturity of the Notes and the Average Life of such Indebtedness is
      longer than that of the Notes;

      (vi) Indebtedness of the Company or any Restricted Subsidiary (A) in
      respect of performance, surety or appeal bonds or letters of credit
      supporting trade payables, in each case provided in the ordinary course of
      business; (B) under Currency Agreements and Interest Rate Agreements;
      provided that such agreements (a) are designed solely to protect the
      Company or any Restricted Subsidiary against fluctuation in foreign
      currency exchange rates or interest rates and (b) do not increase the
      Indebtedness of the obligor outstanding at any time other than as a result
      of fluctuations in foreign currency exchange rates or interest rates or by
      reason of fees, indemnities and compensation payable thereunder; and (C)
      arising from agreements providing for indemnification, adjustment of
      purchase price or similar obligations, or from Guarantees or letters of
      credit, surety bonds or performance bonds securing any obligations of the
      Company or any of its Restricted Subsidiaries pursuant to such agreements,
      in any case Incurred in connection with the disposition of any business,
      assets or Restricted Subsidiary of the Company (other than Guarantees of
      Indebtedness Incurred by any Person acquiring all or any portion of such
      business, assets or Restricted Subsidiary for the purpose of financing
      such acquisition), in a 

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                                                                              57


      principal amount not to exceed the gross proceeds actually received by the
      Company or any Restricted Subsidiary in connection with such disposition;

      (vii) Indebtedness of the Company, to the extent that the net proceeds
      thereof are promptly (A) used to repurchase Notes tendered in a Change of
      Control Offer or (B) deposited to defease all of the Notes as set forth in
      Article Thirteen;

      (viii) Indebtedness of a Restricted Subsidiary represented by a Guarantee
      of the Notes and any other Indebtedness of the Company permitted by and
      made in accordance with Section 1018;

      (ix) Indebtedness of the Company or any Restricted Subsidiary not
      otherwise permitted hereunder in an aggregate principal amount which, when
      aggregated with the principal amount of all other Indebtedness then
      outstanding and incurred pursuant to this clause (ix), does not exceed
      $200 million at any one time outstanding;

      (x) Acquired Indebtedness;

      (xi) Strategic Subordinated Indebtedness; and

      (xii) Indebtedness of the Company or any Restricted Subsidiary arising
      from the honoring by a bank or other financial institution of a check or
      similar instrument inadvertently (except in the case of daylight
      overdrafts) drawn against insufficient funds in the ordinary course of
      business, provided that such Indebtedness is extinguished within three
      business days of Incurrence.

            (c) Notwithstanding any other provision of this Section 1011, the
maximum amount of Indebtedness that the Company or a Restricted Subsidiary may
Incur pursuant to this Section 1011 shall not be deemed to be exceeded with
respect to any outstanding Indebtedness due solely to the result of fluctuations
in the exchange rates of currencies.

            (d) For purposes of determining any particular amount of
Indebtedness under this Section 1011, Guarantees, Liens or obligations with
respect to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included. For purposes of
determining compliance with this Section 1011, in the event that an item of
Indebtedness meets the criteria of more than one of the types of Indebtedness
described in the above clauses, the Company, in its sole discretion, shall
classify and from time to time may reclassify such item of Indebtedness and only
be required to include the amount and type of such Indebtedness in one of such
clauses.

            SECTION 1012. Limitation on Restricted Payments

            The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, (i) (A) declare or pay any dividend or make any
distribution in respect of the Company's Capital Stock to the holders thereof
(other than dividends or distributions payable solely in shares of Capital Stock
(other than Redeemable Stock) of the Company or in options, warrants or other
rights to acquire such shares of Capital Stock) or (B) declare or pay any
dividend or make any distribution in respect of the Capital Stock of any
Restricted Subsidiary to any Person other than dividends and distributions
payable to the Company or any Restricted Subsidiary or to all holders of Capital
Stock of such Restricted Subsidiary on a pro rata basis, (ii) purchase, redeem,
retire or otherwise acquire for value any shares of Capital Stock of the Company
(including options, warrants or other rights to acquire such shares of Capital
Stock) held by any Person other than a Restricted Subsidiary, (iii) make any
voluntary or optional principal payment, or voluntary or optional redemption,
repurchase, defeasance, or other acquisition or retirement for value of
Subordinated Indebtedness, or (iv) make any Investment, other than a Permitted
Investment, in any Person (such payments or any other actions described in
clauses (i) through (iv) being collectively "Restricted Payments") if, at the
time of, and after giving effect to, the proposed Restricted Payment:

               (A) a Default or Event of Default shall have occurred and be
continuing;

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                                                                              58


            (B) the Company could not Incur at least $1.00 of Indebtedness under
paragraph (a) of Section 1011; or

            (C) the aggregate amount expended for all Restricted Payments (the
amount so expended, if other than in cash, to be determined in good faith by the
Board of Directors, whose determination shall be conclusive and evidenced by a
Board Resolution) after the date of the Indenture shall exceed the sum of (1)
the remainder of (a) 100% of the aggregate amount of the Consolidated Cash Flow
(determined by excluding income resulting from transfers of assets received by
the Company or a Restricted Subsidiary from an Unrestricted Subsidiary) accrued
on a cumulative basis during the period (taken as one accounting period)
beginning on the first day of the last fiscal quarter immediately preceding the
Closing Date and ending on the last day of the last fiscal quarter preceding the
Transaction Date minus (b) the product of 1.75 times cumulative Consolidated
Fixed Charges accrued on a cumulative basis during the period (taken as one
accounting period) beginning on the first day of the last fiscal quarter
immediately preceding the Closing Date and ending on the last day of the last
fiscal quarter preceding the Transaction Date plus (2) the aggregate Net Cash
Proceeds received by the Company after the Closing Date from the issuance and
sale of its Capital Stock (other than Redeemable Stock) to a Person who is not a
Subsidiary of the Company (except to the extent such Net Cash Proceeds are used
to incur new Indebtedness outstanding pursuant to clause (v) of paragraph (b) of
Section 1011) plus (3) the aggregate Net Cash Proceeds received after the
Closing Date by the Company from the issuance or sale of debt securities that
have been converted into or exchanged for Capital Stock of the Company (other
than Redeemable Stock) together with the aggregate cash received by the Company
at the time of such conversion or exchange plus (4) without duplication of any
amount included in the calculation of Consolidated Cash Flow, in the case of
repayment of, or return of capital in respect of, any Investment constituting a
Restricted Payment made after the Closing Date and reducing the amount of
Restricted Payments otherwise permitted under this clause (C), an amount equal
to the lesser of the return of capital with respect to such Investment and the
cost of such Investment, in either case less the cost of the disposition of such
Investment.

            The foregoing provision shall not be violated by reason of:

      (i) the payment of any dividend within 60 days after the date of
      declaration thereof if, at said date of declaration, such payment would
      comply with the foregoing paragraph;

      (ii) the redemption, repurchase, defeasance or other acquisition or
      retirement for value of Indebtedness that is subordinated in right of
      payment to the Notes including premium, if any, and accrued and unpaid
      interest, with the proceeds of, or in exchange for, Indebtedness Incurred
      under clause (iv) of paragraph (b) of Section 1011;

      (iii) the repurchase, redemption or other acquisition of Capital Stock of
      the Company in exchange for, or out of the proceeds of a substantially
      concurrent offering of, shares of Capital Stock (other than Redeemable
      Stock) of the Company (except to the extent such proceeds are used to
      incur new Indebtedness pursuant to clause (v) of paragraph (b) of Section
      1011);

      (iv) the acquisition of Indebtedness of the Company which is subordinated
      in right of payment to the Notes in exchange for, or out of the proceeds
      of, a substantially concurrent offering of, shares of the Capital Stock
      (other than Redeemable Stock) of the Company (except to the extent such
      proceeds are used to incur new Indebtedness pursuant to clause (v) of
      paragraph (b) of Section 1011);

      (v) payments or distributions to dissenting stockholders pursuant to
      applicable law, pursuant to or in connection with a consolidation, merger
      or transfer of assets that complies with the provisions of this Indenture
      applicable to mergers, consolidations and transfers of all or
      substantially all of the property and assets of the Company;

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                                                                              59


      (vi) cash payments in lieu of the issuance of fractional shares issued in
      connection with the exercise of any Common Stock warrants;

      (vii) Investments in Permitted Businesses acquired in exchange for Capital
      Stock (other than Redeemable Stock) of the Company or the Net Cash
      Proceeds from the issuance and sale of such Capital Stock (except to the
      extent such proceeds are used to incur new Indebtedness pursuant to clause
      (v) of paragraph (b) of Section 1011); provided that such proceeds are so
      used within 270 days of the receipt thereof;

      (viii) the purchase of any Subordinated Indebtedness at a purchase price
      not greater than 101% of the principal amount thereof, together with
      accrued interest, if any, thereof in the event of a Change of Control in
      accordance with provisions similar to Section 1010; provided that prior to
      such purchase the Company has made the Change of Control offer as provided
      in such covenant with respect to the Notes and has purchased all Notes
      validly tendered for payment in connection with such Change of Control
      Offer; and

      (ix) other Restricted Payments not to exceed $5.0 million; provided that,
      except in the case of clause (i), no Default or Event of Default shall
      have occurred and be continuing or occur as a consequence of the actions
      or payments set forth therein.

            Each Restricted Payment permitted pursuant to the immediately
preceding paragraph (other than (1) a Restricted Payment referred to in clause
(ii) thereof, (2) an exchange of Capital Stock for Capital Stock or an exchange
of Indebtedness for Capital Stock referred to in clauses (iii) or (iv) thereof
or (3) an Investment referred to in clause (vii) thereof) and the Net Cash
Proceeds from any issuance of Capital Stock referred to in clauses (iii), (iv)
and (vii) shall be included in calculating whether the conditions of clause (C)
of the first paragraph of Section 1012 have been met with respect to any
subsequent Restricted Payments.

            SECTION 1013. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries

            So long as any of the Notes are Outstanding, the Company will not,
and will not permit any Restricted Subsidiary to, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction of
any kind on the ability of any Restricted Subsidiary to (i) pay dividends or
make any other distributions permitted by applicable law on any Capital Stock of
such Restricted Subsidiary owned by the Company or any other Restricted
Subsidiary, (ii) pay any Indebtedness owed to the Company or any other
Restricted Subsidiary, (iii) make loans or advances to the Company or any other
Restricted Subsidiary, or (iv) transfer any of its property or assets to the
Company or any other Restricted Subsidiary.

               The foregoing provisions shall not restrict any encumbrances or
restrictions:

      (i) existing on the Closing Date in the Indenture or any other agreements
      in effect on the Closing Date, and any extensions, refinancings, renewals
      or replacements of such agreements; provided that the encumbrances and
      restrictions in any such extensions, refinancings, renewals or
      replacements are no less favorable in any material respect to the Holders
      than those encumbrances or restrictions that are then in effect and that
      are being extended, refinanced, renewed or replaced;

      (ii) contained in the terms of any Indebtedness or any agreement pursuant
      to which such Indebtedness was issued if the encumbrance or restriction
      applies only in the event of a payment default or default with respect to
      a financial covenant contained in such Indebtedness or agreement and such
      encumbrance or restriction is not materially more disadvantageous to the
      Holders of the Notes than is customary in comparable financings (as
      determined by the Company) and the Company determines that any such
      encumbrance or restriction will not materially affect the Company's
      ability to make principal or interest payments on the Notes;

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                                                                              60


           (iii) existing under or by reason of applicable law;

            (iv) existing with respect to any Person or the property or assets
            of such Person acquired by the Company or any Restricted Subsidiary,
            existing at the time of such acquisition and not incurred in
            contemplation thereof, which encumbrances or restrictions are not
            applicable to any Person or the property or assets of any Person
            other than such Person or the property or assets of such Person so
            acquired;

            (v) in the case of clause (iv) of the first paragraph of this
            Section 1013, (A) that restrict in a customary manner the
            subletting, assignment or transfer of any property or asset that is,
            or is subject to, a lease, purchase mortgage obligation, license,
            conveyance or contract or similar property or asset, (B) existing by
            virtue of any transfer of, agreement to transfer, option or right
            with respect to, or Lien on, any property or assets of the Company
            or any Restricted Subsidiary not otherwise prohibited by the
            Indenture or (C) arising or agreed to in the ordinary course of
            business, not relating to any Indebtedness, and that do not,
            individually or in the aggregate, detract from the value of property
            or assets of the Company or any Restricted Subsidiary in any manner
            material to the Company or any Restricted Subsidiary; or

            (vi) with respect to a Restricted Subsidiary and imposed pursuant to
            an agreement that has been entered into for the sale or disposition
            of all or substantially all of the Capital Stock of, or property and
            assets of, such Restricted Subsidiary. Nothing contained in this
            Section 1013 shall prevent the Company or any Restricted Subsidiary
            from (1) creating, incurring, assuming or suffering to exist any
            Liens otherwise permitted in Section 1016 or (2) restricting the
            sale or other disposition of property or assets of the Company or
            any of its Restricted Subsidiaries that secure Indebtedness of the
            Company or any of its Restricted Subsidiaries.

            SECTION 1014. Limitation on the Issuance and Sale of Capital Stock
of Restricted Subsidiaries

            The Company will not sell, transfer, convey or otherwise dispose of
and will not permit any Restricted Subsidiary, directly or indirectly, to issue,
transfer, convey, sell, lease or otherwise dispose of any shares of Capital
Stock (including options, warrants or other rights to purchase shares of such
Capital Stock) of such or any other Restricted Subsidiary to any Person except
(i) to the Company or a Restricted Subsidiary, (ii) issuances of director's
qualifying shares or sales to foreign nationals of shares of Capital Stock of
non-U.S. Restricted Subsidiaries to the extent required by law and (iii)
issuances and sales of Capital Stock of Restricted Subsidiaries if (A) the Net
Cash Proceeds from such issuance, transfer, conveyance, sale, lease or other
disposition are applied in accordance with the provisions of Section 1017, (B)
immediately after giving effect to such issuance, transfer, conveyance, sale,
lease or other disposition, such Restricted Subsidiary would no longer
constitute a Restricted Subsidiary, and (C) any Investment in such Person
remaining after giving effect to such issuance, transfer, conveyance, sale,
lease or other disposition would have been permitted to be made under Section
1012 if made on the date of such issuance, transfer, conveyance, sale, lease or
other disposition (valued as provided in the definition of "Investment").

            SECTION 1015. Limitation on Transactions with Shareholders and
Affiliates

            The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, enter into, renew or extend any transaction
(including, without limitation, the purchase, sale, lease or exchange of
property or assets, or the rendering of any service) with any holder (or any
Affiliate of such holder) of 5% or more of any class of Capital Stock of the
Company or with any Affiliate of the Company or any Restricted Subsidiary,
unless:

      (i) such transaction or series of transactions is on terms no less
      favorable to the Company or such Restricted Subsidiary than those that
      could be obtained in a comparable arm's-length transaction with a Person
      that is not such a holder or an Affiliate,

      (ii) if such transaction or series of transactions involves aggregate
      consideration in excess of $5.0 million, then such transaction or series
      of transactions is approved by a majority of the Board of Directors of the
      Company, 

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                                                                              61


      including the approval of a majority of the independent, disinterested
      directors, and is evidenced by a resolution of the Board of Directors of
      the Company, and

      (iii) if such transaction or series of transactions involves aggregate
      consideration in excess of $25.0 million, then the Company or such
      Restricted Subsidiary will deliver to the Trustee a written opinion as to
      the fairness to the Company or such Restricted Subsidiary of such
      transaction from a financial point of view from a nationally recognized
      investment banking firm (or, if an investment banking firm is generally
      not qualified to give such an opinion, by a nationally recognized
      appraisal firm or accounting firm). Any such transaction or series of
      transactions shall be conclusively deemed to be on terms no less favorable
      to the Company or such Restricted Subsidiary than those that could be
      obtained in an arm's-length transaction if such transaction or
      transactions are approved by a majority of the Board of Directors of the
      Company, including a majority of the independent, disinterested directors,
      and are evidenced by a resolution of the Board of Directors of the
      Company.

            The foregoing limitation does not limit, and will not apply to (i)
any transaction between the Company and any of its Restricted Subsidiaries or
between Restricted Subsidiaries; (ii) the payment of reasonable and customary
regular fees to directors of the Company who are not employees of the Company;
(iii) any Restricted Payments not prohibited by Section 1012; (iv) transactions
provided for in the Employment Agreement as in effect on the Closing Date; and
(v) loans and advances to employees of the Company or any Restricted Subsidiary
not exceeding at any one time outstanding $2.0 million in the aggregate, in the
ordinary course of business and in accordance with past practice.

            SECTION 1016. Limitation on Liens

            Under the terms of the Indenture, the Company will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Lien (other than Permitted Liens) on any of its assets or properties of any
character (including, without limitation, licenses and trademarks), or any
shares of Capital Stock or Indebtedness of any Restricted Subsidiary, without
making effective provision for all of the Notes and all other amounts due under
the Indenture to be directly secured equally and ratably with (or prior to) the
obligation or liability secured by such Lien.

            SECTION 1017. Limitation on Asset Sales

            The Company will not, and will not permit any Restricted Subsidiary
to, make any Asset Sale unless (i) the Company or the Restricted Subsidiary, as
the case may be, receives consideration at the time of such sale or other
disposition at least equal to the Fair Market Value of the assets sold or
disposed of as determined by the good-faith judgment of the Board of Directors,
which determination, in each case where such fair market value is greater than
$5.0 million, shall be evidenced by a Board Resolution and (ii) at least 75% of
the consideration received for such sale or other disposition consists of cash
or cash equivalents or the assumption of unsubordinated Indebtedness.

            The Company shall, or shall cause the relevant Restricted Subsidiary
to, within 360 days after the date of receipt of the Net Cash Proceeds from an
Asset Sale, (i) (A) apply an amount equal to such Net Cash Proceeds to
permanently repay unsubordinated Indebtedness of the Company or Indebtedness of
any Restricted Subsidiary, in each case owing to a Person other than the Company
or any of its Restricted Subsidiaries or (B) invest an equal amount, or the
amount not so applied pursuant to clause (A) in long-term property or assets of
a nature or type or that are used in a business (or in a company having property
and assets of a nature or type, or engaged in a business) similar or related to
the nature or type of the property and assets of, or the business of, the
Company and its Restricted Subsidiaries existing on the date of such investment
(as determined in good faith by the Board of Directors, whose determination
shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no
later than the end of the 360-day period referred to above) such excess Net Cash
Proceeds (to the extent not applied pursuant to clause (i)) as provided in the
following paragraphs of this Section 1017. The amount of such Net Cash Proceeds
required to be applied (or to be 

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                                                                              62


committed to be applied) during such 360-day period in the manner as set forth
in clause (i) of the preceding sentence and not applied as so required by the
end of such period shall constitute "Excess Proceeds."

            If, as of the first day of any calendar month, the aggregate amount
of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as
defined below) totals at least $10.0 million, the Company must, not later than
the 30th Business Day thereafter, (i) use such Excess Proceeds to make an offer
to purchase the 11-3/4% Senior Notes due 2004 of the Company in accordance with
the terms of such Indebtedness which require such a purchase offer and do not
provide for proration of the amount of such Indebtedness to be purchased with
such Exceeds Proceeds (the "1997 Senior Notes Offer") and (ii) to the extent
Excess Proceeds remain after such offer is consummated, make an offer (an
"Excess Proceeds Offer") to purchase from the Holders on a pro rata basis an
aggregate principal amount of Notes equal to the Proportionate Share of the
Excess Proceeds on such date remaining after application pursuant to the 1997
Senior Notes Offer, at a purchase price equal to 100% of the principal amount of
the Notes, plus, in each case, accrued and unpaid interest to the date of
purchase (the "Excess Proceeds Payment").

            The Company shall commence an Excess Proceeds Offer by mailing a
notice to the Trustee and each Holder stating:

            (i) that the Excess Proceeds Offer is being made pursuant to this
      Section 1017 and that all Notes validly tendered will be accepted for
      payment on a pro rata basis;

            (ii) the purchase price and the date of purchase (which shall be a
      Business Day no earlier than 30 days nor later than 60 days from the date
      such notice is mailed) (the "Excess Proceeds Payment Date");

            (iii) that any Note not tendered will continue to accrue interest
      pursuant to its terms;

            (iv) that, unless the Company defaults in the payment of the Excess
      Proceeds Payment, any Note accepted for payment pursuant to the Excess
      Proceeds Offer shall cease to accrue interest on and after the Excess
      Proceeds Payment Date;

            (v) that Holders electing to have a Note purchased pursuant to the
      Excess Proceeds Offer will be required to surrender the Note, together
      with the form entitled "Option of the Holder to Elect Purchase" on the
      reverse side of the Note completed, to the Paying Agent at the address
      specified in the notice prior to the close of business on the Business Day
      immediately preceding the Excess Proceeds Payment Date;

            (vi) that Holders will be entitled to withdraw their election if the
      Paying Agent receives, not later than the close of business on the third
      Business Day immediately preceding the Excess Proceeds Payment Date, a
      telegram, facsimile transmission or letter setting forth the name of such
      Holder, the principal amount of Notes delivered for purchase and a
      statement that such Holder is withdrawing his election to have such Notes
      purchased; and

            (vii) that Holders whose Notes are being purchased only in part will
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered; provided that each Note purchased and each new
      Note issued shall be in a principal amount of $1,000 or integral multiples
      thereof.

            On the Excess Proceeds Payment Date, the Company shall

      (i) accept for payment on a pro rata basis Notes or portions thereof
      tendered pursuant to the Excess Proceeds Offer up to the Proportionate
      Share of such Excess Proceeds remaining after application pursuant to the
      1997 Senior Notes Offer;

      (ii) deposit with the Paying Agent money sufficient to pay the purchase
      price of all Notes or portions thereof so accepted; and

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                                                                              63


      (iii) deliver, or cause to be delivered, to the Trustee all Notes or
      portions thereof so accepted together with an Officer's Certificate
      specifying the Notes or portions thereof accepted for payment by the
      Company. The Paying Agent shall promptly mail to the Holders of Notes so
      accepted payment in an amount equal to the purchase price, and the Trustee
      shall upon Company Order, promptly authenticate and mail to such Holders a
      new Note equal in principal amount to any unpurchased portion of the Note
      surrendered; provided that each Note purchased and each new Note issued
      shall be in a principal amount of $1,000 or integral multiples thereof.
      The Company will publicly announce the results of the Excess Proceeds
      Offer as soon as practicable after the Excess Proceeds Payment Date. For
      purposes of this Section 1017, the Trustee shall act as the Paying Agent.

            The Company will comply with Rule l4e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that such Excess Proceeds are received
by the Company under this Section 1017 and the Company is required to repurchase
Notes as described above.

            SECTION 1018. Limitation on Issuances of Guarantees of Indebtedness
by Restricted Subsidiaries

            The Company will not permit any Restricted Subsidiary, directly or
indirectly, to guarantee, assume or in any other manner become liable with
respect to any Indebtedness of the Company, other than Indebtedness under Credit
Facilities incurred under clauses (i) and (ii) of Section 1011, unless (i) such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to the Indenture providing for a Guarantee of the Notes on terms
substantially similar to the guarantee of such Indebtedness, except that if such
Indebtedness is by its express terms subordinated in right of payment to the
Notes, any such assumption, Guarantee or other liability of such Restricted
Subsidiary with respect to such Indebtedness shall be subordinated in right of
payment to such Restricted Subsidiary's assumption, Guarantee of other liability
with respect to the Notes substantially to the same extent as such Indebtedness
is subordinated to the Notes and (ii) such Restricted Subsidiary waives, and
will not in any manner whatsoever claim or take the benefit or advantage of, any
rights of reimbursement, indemnity or subrogation or any other rights against
the Company or any other Restricted Subsidiary as a result of any payment by
such Restricted Subsidiary under its Guarantee.

            Notwithstanding the foregoing, any Guarantee by a Restricted
Subsidiary may provide by its terms that it will be automatically and
unconditionally released and discharged upon (i) any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Company's and each
Restricted Subsidiary's Capital Stock in, or all or substantially all of the
assets of, such Restricted Subsidiary (which sale, exchange or transfer is not
prohibited by the Indenture) or (ii) the release or discharge of the guarantee
which resulted in the creation of such Guarantee, except a discharge or release
by or as a result of payment under such guarantee.

            SECTION 1019. Business of the Company

            The Company will not, and will not permit any Restricted Subsidiary
to, be principally engaged in any business or activity other than a Permitted
Business.

            SECTION 1020. Limitation on Investments in Unrestricted Subsidiaries

            The Company will not make, and will not permit any of its Restricted
Subsidiaries to make, any Investments in Unrestricted Subsidiaries if, at the
time thereof, the aggregate amount of such Investments would exceed the amount
of Restricted Payments then permitted to be made pursuant to Section 1012. Any
Investments in Unrestricted Subsidiaries permitted to be made pursuant to this
covenant (i) will be treated as the making of a Restricted Payment in
calculating the amount of Restricted Payments made by the Company or a
Subsidiary and (ii) may be made in cash or property (if made in property, the
Fair Market Value thereof as determined by the Board of Directors of the Company

<PAGE>
 
                                       64


(whose determination shall be conclusive and evidenced by a Board Resolution)


shall be deemed to be the amount of such Investment for the purpose of clause
(i)).

            SECTION 1021. Termination of TresCom Facility.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness (other than fees and expenses which
accrue by the terms of the TresCom Facility) under the TresCom Facility and the
Company will cause the TresCom Facility to be terminated as soon as practicable.

            SECTION 1022. Waiver of Certain Covenants

            The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 803 or Sections 1007 through
1022, inclusive, if before or after the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Notes, by Act of such
Holders, waive such compliance in such instance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

                                 ARTICLE ELEVEN
                               REDEMPTION OF NOTES

            SECTION 1101. Right of Redemption

            (a) The Notes may be redeemed, at the election of the Company, as a
whole or from time to time in part, at any time on or after January 15, 2004,
subject to the conditions and at the Redemption Prices specified in the Notes,
together with accrued interest to the Redemption Date.

            (b) Notwithstanding the foregoing, prior to January 15, 2002, the
Company may redeem up to 35% of the originally issued aggregate principal amount
of the Notes on one or more occasions with the Net Cash Proceeds of one or more
Public Equity Offerings at a redemption price equal to 111.25% of the aggregate
principal amount thereof, plus accrued interest, if any, and Liquidated Damages,
if any, thereon to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on an
Interest Payment Date); provided that, immediately after giving effect to such
redemption, at least 65% of the originally issued aggregate principal amount of
the Notes remains Outstanding; and provided further that notice of such
redemptions shall be given within 60 days of the date of closing of any such
Public Equity Offering.

            SECTION 1102. Applicability of Article

            Redemption of Notes at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

            SECTION 1103. Election to Redeem Notice to Trustee

            The election of the Company to redeem any Notes pursuant to Section
1101 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the 

<PAGE>
 
                                                                              65


Trustee of such Redemption Date and of the principal amount of Notes to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Notes to be redeemed pursuant to Section
1104.

            SECTION 1104. Selection by Trustee of Notes to Be Redeemed

            If less than all the Notes are to be redeemed, the particular Notes
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Notes not previously called for
redemption, in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed, if the Notes are not
listed on a national securities exchange, on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions of the principal of Notes; provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Note not redeemed to less than $1,000.

            The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Notes selected for partial
redemption, the principal amount thereof to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Notes shall relate, in the
case of any Note redeemed or to be redeemed only in part, to the portion of the
principal amount of such Note which has been or is to be redeemed.

            SECTION 1105. Notice of Redemption

            Notice of redemption shall be given in the manner provided for in
Section 106 not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Notes to be redeemed.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price and the amount of accrued interest to the
      Redemption Date payable as provided in Section 1107, if any,

            (3) if less than all Outstanding Notes are to be redeemed, the
      identification (and, in the case of a partial redemption, the principal
      amounts) of the particular Notes to be redeemed,

            (4) in case any Note is to be redeemed in part only, the notice
      which relates to such Note shall state that on and after the Redemption
      Date, upon surrender of such Note, the Holder will receive, without
      charge, a new Note or Notes of authorized denominations for the principal
      amount thereof remaining unredeemed,

            (5) that on the Redemption Date the Redemption Price (and accrued
      interest and Liquidated Damages, if any, to the Redemption Date payable as
      provided in Section 1107) will become due and payable upon each such Note,
      or the portion, thereof, to be redeemed, I and that interest thereon will
      cease to accrue on and after said date,

            (6) the place or places where such Notes are to be surrendered for
      payment of the Redemption Price and accrued interest and Liquidated
      Damages, if any.

               Notice of redemption of Notes to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

            SECTION 1106. Deposit of Redemption Price

<PAGE>
 
                                                                              66


            Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and Liquidated Damages, if any,
and accrued interest on, all the Notes which are to be redeemed on that date.

            SECTION 1107. Notes Payable on Redemption Date

            Notice of redemption having been given as aforesaid, the Notes so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with Liquidated Damages and accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest) such Notes shall cease to bear interest. Upon surrender of any such
Note for redemption in accordance with said notice, such Note shall be paid by
the Company at the Redemption Price, together with Liquidated Damages and
accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Notes, or one or more Predecessor
Notes, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 309.

            If any Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Notes.

            SECTION 1108. Notes Redeemed in Part

            Any Note which is to be redeemed only in part (pursuant to the
provisions of this Article) shall be surrendered at the office or agency of the
Company maintained for such purpose pursuant to Section 1002 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder's attorney duly authorized in writing),
and the Company shall execute, and the Trustee shall upon Company Order
authenticate and deliver to the Holder of such Note without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Note so surrendered.

                                 ARTICLE TWELVE

                  [This Article Has Been Intentionally Omitted]

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 1301. Company's Option to Effect Defeasance or Covenant
Defeasance

            The Company may, at its option by Board Resolution, at any time,
with respect to the Notes, elect to have either Section 1302 or Section 1303 be
applied to all Outstanding Notes upon compliance with the conditions set forth
below in this Article Thirteen.

               SECTION 1302.  Defeasance and Discharge

<PAGE>
 
                                                                              67


            Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1302, the Company shall be deemed to have been
discharged from its obligations with respect to all Outstanding Notes on the
date the conditions set forth in Section 1304 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Notes, which shall thereafter be deemed to be "Outstanding" only for
the purposes of Section 1305 and the other Sections of this Indenture referred
to in (A) and (B) below, and to have satisfied all its other obligations under
such Notes and this Indenture insofar as such Notes are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of
Outstanding Notes to receive, solely from the trust fund described in Section
1304 and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any, on) and interest and Liquidated Damages, if
any, on such Notes when such payments are due, (B) the Company's obligations
with respect to such Notes under Sections 304, 305, 308, 1002 and 1003, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article Thirteen. Subject to compliance with this Article Thirteen, the
Company may exercise its option under this Section 1302 notwithstanding the
prior exercise of its option under Section 1303 with respect to the Notes.

            SECTION 1303. Covenant Defeasance

            Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1303, the Company shall be released from its
obligations under any covenant contained in Section 801(3) and Section 803 and
in Sections 1007 through 1021 with respect to the Outstanding Notes on and after
the date the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"), and the Notes shall thereafter be deemed not to be "Outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to the
Outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section
501(5), but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby.

               SECTION 1304.  Conditions to Defeasance or Covenant Defeasance

               The following shall be the conditions to application of either
Section 1302 or Section 1303 to the Outstanding Notes:

            (1) The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 607 who shall agree to comply with the provisions of this
      Article Thirteen applicable to it) as trust funds in trust for the purpose
      of making the following payments, specifically pledged as security for,
      and dedicated solely to, the benefit of the Holders of such Notes, (A)
      cash in United States dollars, or (B) U.S. Government Obligations which
      through the scheduled payment of principal and interest in respect thereof
      in accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, sufficient, in the opinion of a nationally recognized firm of
      independent public accountants expressed in a written certification
      thereof delivered to the Trustee, to pay and discharge, and which shall be
      applied by the Trustee (or other qualifying trustee) to pay and discharge,
      (i) the principal of (and premium, if any), interest and Liquidated
      Damages, if any, on the Outstanding Notes on the Stated Maturity (or
      Redemption Date, if applicable) of such principal (and premium, if any) or
      installment of interest and Liquidated Damages, if any, and (ii) any
      mandatory sinking fund payments or analogous payments applicable to the
      Outstanding Notes on the day on which such payments are due and payable in
      accordance with the terms of this Indenture and of such Notes; provided
      that the Trustee shall have been irrevocably instructed to apply such
      money or the proceeds of such 

<PAGE>
 
                                                                              68


      U.S. Government Obligations to said payments with respect to the Notes.
      Before such a deposit, the Company may give to the Trustee, in accordance
      with Section 1103 hereof, a notice of its election to redeem all of the
      Outstanding Notes at a future date in accordance with Article Eleven
      hereof, which notice shall be irrevocable. Such irrevocable redemption
      notice, if given, shall be given effect in applying the foregoing. For
      this purpose, "U.S. Government Obligations" means securities that are (x)
      direct obligations of the United States of America for the timely payment
      of which its full faith and credit is pledged or (y) obligations of a
      Person controlled or supervised by and acting as an agency or
      instrumentality of the United States of America the timely payment of
      which is unconditionally guaranteed as a full faith and credit obligation
      by the United States of America, which, in either case, are not callable
      or redeemable at the option of the issuer thereof, and shall also include
      a depository receipt issued by a bank (as defined in Section 3(a)(2) of
      the Securities Act of 1933, as amended), as custodian with respect to any
      such U.S. Government Obligation or a specific payment of principal of or
      interest on any such U.S. Government Obligation held by such custodian for
      the account of the holder of such depository receipt, provided that
      (except as required by law) such custodian is not authorized to make any
      deduction from the amount payable to the holder of such depository receipt
      from any amount received by the custodian in respect of the U.S.
      Government Obligation or the specific payment of principal of or interest
      on the U.S. Government Obligation evidenced by such depository receipt.

            (2) No Default or Event of Default with respect to the Notes shall
      have occurred and be continuing on the date of such deposit or, insofar as
      paragraphs (8) and (9) of Section 501 hereof are concerned, at any time
      during the period ending on the 123rd day after the date of such deposit
      (it being understood that this condition shall not be deemed satisfied
      until the expiration of such period).

            (3) [Intentionally Omitted]

            (4) Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a default under any material
      agreement or instrument (other than this Indenture) to which the Company
      is a party or by which it is bound.

            (5) In the case of an election under Section 1302, the Company shall
      have delivered to the Trustee an Opinion of Counsel stating that (x) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling, or (y) since January 29, 1999, there has been a
      change in the applicable federal income tax law, in either case to the
      effect that, and based thereon such opinion shall confirm that, the
      Holders of the Outstanding Notes will not recognize income, gain or loss
      for federal income tax purposes as a result of such defeasance and will be
      subject to federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if such defeasance had not
      occurred.

            (6) In the case of an election under Section 1303, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of the Outstanding Notes will not recognize income, gain or loss
      for federal income tax purposes as a result of such covenant defeasance
      and will be subject to federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such covenant
      defeasance had not occurred.

            (7) The Company shall have delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to either the defeasance under Section
      1302 or the covenant defeasance under Section 1303 (as the case may be)
      have been complied with.

            SECTION 1305. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions

            Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for 

<PAGE>
 
                                                                              69


purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal
(and premium and Liquidated Damages, if any) and interest, but such money need
not be segregated from other funds except to the extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Governmental Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Notes.

            Anything in this Article Thirteen to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1304 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance, as applicable, in accordance with this Article.

            SECTION 1306. Reinstatement

            If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1305 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 1302 or 1303, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
1305; provided, however, that if the Company makes any payment of principal of
(or premium or Liquidated Damages, if any) or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

            This Indenture may be signed in any number of counterparts each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Indenture.

<PAGE>
 
                                                                              70


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

                                        PRIMUS TELECOMMUNICATIONS
                                        GROUP, INCORPORATED


                                        By: /s/ K. Paul Singh
                                           -----------------------------
                                        Name:  K. Paul Singh
                                        Title: President and Chief Executive
                                               Officer
Attest:


By: /s/ Robert Stankey
   -------------------------------
   Name:  Robert Stankey
   Title: Secretary


                                        FIRST UNION NATIONAL BANK


                                        By:_____________________________
                                        Name:
                                        Title:
Attest:


By:_______________________________
   Name:
   Title:

<PAGE>
 
                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]

                  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

                    11-1/4% [Series B]1 Senior Note Due 2009
                                                          [CUSIP] [CINS]________

No.________                                                            $________

            Primus Telecommunications Group, Incorporated, a Delaware
corporation (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________ or registered assigns, the principal sum of
________________ United States dollars on _________ __, 2009, at the office or
agency of the Company referred to below, and to pay interest thereon on _______
__, 1999 and semi-annually thereafter, on ___________ and ___________ in each
year, from _______ __, ____ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, at the rate of 11-1/4% per
annum, until the principal hereof is paid or duly provided for, and (to the
extent lawful) to pay on demand interest on any overdue interest at the 

rate
borne by the Notes from the date on which such overdue interest becomes payable
to the date payment of such interest has been made or duly provided for. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
_________ or ___________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and such defaulted interest, and (to the extent
lawful) interest on such defaulted interest at the rate borne by the Notes, may
be paid to the Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

- ----------
1   Include only for Exchange Notes.

<PAGE>
 
                                      A-2


            [The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement, dated as of January 21, 1999 (the "Registration
Rights Agreement"), between the Company, Primus Telecommunications Incorporated,
Primus Telecommunications (Australia) Pty. Ltd., Primus Telecommunications Pty.
Ltd. and the Initial Purchasers named therein. In the event that either (i) the
Company fails to file with the Commission the Shelf Registration Statement
required by the Registration Rights Agreement on or before the date specified
therein for such filing, (ii) any of the Registration Statements is not declared
effective by the Commission on or prior to the date specified for such
effectiveness in the Registration Rights Agreement (the "Effectiveness Target
Date"), (iii) the Exchange Offer has not been consummated on or prior to the
date specified for such consummation in the Registration Rights Agreement or
(iv) any Registration Statement required by the Registration Rights Agreement is
filed and declared effective but thereafter ceases to be effective or fails to
be usable for its intended purpose without being succeeded within five Business
Days by a post-effective amendment to such Registration Statement that cures
such failure and that is declared effective within such five Business Day period
(each such event referred to in clauses (i) through (iv) above, a "Registration
Default"), additional cash interest ("Liquidated Damages") shall accrue to each
Holder of the Notes commencing upon the occurrence of such Registration Default
in an amount equal to .50% per annum of the principal amount of Notes held by
such Holder. The amount of Liquidated Damages will increase by an additional
 .50% per annum of the principal amount of Notes with respect to each subsequent
90-day period (or portion thereof) until all Registration Defaults have been
cured, up to a maximum rate of Liquidated Damages of 1.50% per annum of the
principal amount of Notes. All accrued Liquidated Damages will be paid to
Holders by the Company in the same manner as interest is paid pursuant to the
Indenture. Following the cure of all Registration Defaults relating to any
particular Transfer Restricted Securities (as defined in the Registration Rights
Agreement), the accrual of Liquidated Damages with respect to such Transfer
Restricted Notes will cease.]2

            Payment of the principal of (and premium and Liquidated Damages, if
any) and interest on this Note will be made at the office or agency of the
Company maintained for that purpose in The City of New York, or at such other
office or agency of the Company as may be maintained for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company (i) by check mailed
to the address of the Person entitled thereto as such address shall appear on
the Note Register or (ii) by transfer to an account maintained by the payee
located in the United States.

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

            Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

- -----------
2     To be included in Initial Notes and modified, as appropriate, for the
      Additional Notes.

<PAGE>
 
                                      A-3


            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

        Dated:                          PRIMUS TELECOMMUNICATIONS
                                        GROUP, INCORPORATED


                                        By______________________________

Attest:


- -------------------------------------
       Authorized Signature

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

Dated:

This is one of the Notes referred to in the within-mentioned Indenture.

                                        FIRST UNION NATIONAL BANK,
                                                as Trustee


                                        By_______________________________
                                                 Authorized Officer

<PAGE>
 
                                      A-4


                         [FORM OF REVERSE SIDE OF NOTE]

                  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

                          11-1/4% Senior Notes Due 2009

            This Note is one of a duly authorized issue of notes of the Company
designated as its 11-1/4% Senior Notes Due 2009 (herein called the "Notes"),
limited (except as otherwise provided in the Indenture referred to below) in
aggregate principal amount to $_________, which may be issued under an indenture
(herein called the "Indenture") dated as of January 29, 1999 between the Company
and First Union National Bank, trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee and the Holders of the Notes, and of the
terms upon which the Notes are, and are to be, authenticated and delivered.

            The Notes are subject to redemption upon not less than 30 nor more
than 60 days prior notice, in whole or in part, at any time or from time to time
on or after January 15, 2004 and prior to Maturity, at the election of the
Company, at Redemption Prices (expressed in percentages of principal amount
thereof), plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the Redemption Date (subject to the right of Holders of record on the
relevant Record Date to receive interest due on an Interest Payment Date that is
on or prior to the Redemption Date), if redeemed during the 12-month period
beginning January 15 of the years indicated:

                                                            Redemption
               2004                                          105.625%
               2005                                          103.750%
               2006                                          101.875%
       2007 (and thereafter)                                 100.000%

            Notwithstanding the foregoing, prior to January 15, 2002, the
Company may on any one or more occasions redeem up to 35% of the originally
issued principal amount of Notes at a redemption price of 111.25% of the
principal amount thereof, plus accrued and unpaid interes and Liquidated
Damages, if any, thereon to the redemption date, with the Net Cash Proceeds of
one or more Public Equity Offerings; provided (i) that at least 65% of the
originally issued principal amount of Notes remains outstanding immediately
after giving effect to such redemption and (ii) that notice of such redemption
is mailed within 60 days of the closing of each such Public Equity Offering.

<PAGE>
 
                                      A-5


            Upon the occurrence of a Change of Control, the Holder of this Note
may require the Company, subject to certain limitations provided in the
Indenture, to repurchase all or any part of this Note at a purchase price in
cash in an amount equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase.

            Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from an Asset Sale, which proceeds are not used to (i)
(A) apply an amount equal to such Net Cash Proceeds to permanently repay
unsubordinated Indebtedness of the Company or Indebtedness of any Restricted
Subsidiary, in each case owing to a Person other than the Company or any of its
Restricted Subsidiaries or (B) invest an equal amount, or the amount not so
applied pursuant to clause (A), in long-term property or assets of a nature or
type or that are used in a business (or in a company having property and assets
of a nature or type, or engaged in a business) similar or related to the nature
or type of the property and assets of, or the business of, the Company and its
Restricted Subsidiaries existing on the date of such investment (as determined
in good faith by the Board of Directors, whose determination shall be conclusive
and evidenced by a Board Resolution) and (ii) apply (no later than the end of
the 360-day period immediately following the date of receipt of the Net Cash
Proceeds from an Asset Sale) such excess Net Cash Proceeds (to the extent not
applied pursuant to clause (i)) in accordance with the Indenture, and which
proceeds equal or exceed a specified amount and are not applied to purchase
11-3/4% Senior Notes due 2004 of the Company pursuant to a 1997 Senior Notes
Offer (as defined in the Indenture), the Company shall be required to make an
offer to all Holders to purchase the maximum principal amount of Notes, in an
integral multiple of $1,000, that may be purchased out of such amount at a
purchase price in cash equal to 100% of the principal amount thereof, plus
accrued, unpaid interest and Liquidated Damages, if any, to the date of
purchase, in accordance with the Indenture. Holders of Notes that are subject to
any offer to purchase shall receive an Excess Proceeds Offer from the Company
prior to any related Excess Proceeds Payment Date.

            In the case of any redemption or repurchase of Notes, interest
installments and Liquidated Damages, if any, whose Stated Maturity is on or
prior to the Redemption Date or Excess Proceeds Payment Date will be payable to
the Holders of such Notes, or one or more Predecessor Notes, of record at the
close of business on the relevant Record Date referred to on the face hereof.
Notes (or portions thereof) for whose redemption and payment provision is made
in accordance with the Indenture shall cease to bear interest from and after the
Redemption Date or Excess Proceeds Payment Date, as the case may be.

            In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.

            If an Event of Default shall occur and be continuing, the principal
of all the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

<PAGE>
 
                                      A-6


            The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related Defaults and Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Note.

            The Indenture permits, with certain exceptions as therein provided
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Notes at the time Outstanding. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Notes at the time Outstanding, on behalf of
the Holders of all the Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by or on behalf of the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herewith or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.

            No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest and Liquidated Damages, if any, on this Note at the times, place, and
rate, and in the coin or currency, herein prescribed.

            If less than all the Notes are to be redeemed, the particular Notes
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not listed
on a national securities exchange, on a pro rata basis, by lot or by such other
method as the Trustee in its sole discretion shall deem fair and appropriate and
which may provide for the selection for redemption of portions of the principal
of Notes.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Note Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for such purpose in The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Note Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

            The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain

<PAGE>
 
                                      A-7


limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the Holder surrendering the same.

            No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

            Prior to the time of due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered on the Note
Register as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any agent shall be affected by
notice to the contrary.

            THIS NOTE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

            Interest on this Note shall be computed on the basis of a 360-day
year of twelve 30-day months.

            All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

<PAGE>
 
                                      A-8


                            [FORM OF TRANSFER NOTICE]

            FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

______________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and 
appointing

___________________________________its attorney to transfer such Note on the
books of the Company with full power of substitution in the premises.

                   [THE FOLLOWING PROVISION TO BE INCLUDED ON
                       ALL NOTES OTHER THAN EXCHANGE NOTES
                          AND OFFSHORE PHYSICAL NOTES]

            In connection with any transfer of this Note occurring prior to the
date which is the earlier of the (i) date of an effective Registration Statement
or (ii) two years after the later of the original issuance of this Note or the
last date on which this Note was held by an Affiliate of the Company, the
undersigned confirms that without utilizing any general solicitation or general
advertising:

                                   [Check One]

      (a) this Note is being transferred in compliance with the exemption from
      registration under the Securities Act of 1933, as amended, provided by
      Rule 144A thereunder,

                                       or

      (b) this Note is being transferred other than in accordance with (a) above
      and documents are being furnished which comply with the conditions of
      transfer set forth in this Note and the Indenture.

<PAGE>
 
                                      A-9


If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 305 of the Indenture shall have
been satisfied.


Date:__________

                                    __________________________________________
                                    NOTICE:   The signature to this
                                              assignment must correspond
                                              with the name as written
                                              upon the face of the
                                              within-mentioned
                                              instrument in every
                                              particular, without
                                              alteration or any change
                                              whatsoever.

Signature Guarantee*:_______________________________________________________

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it or such account is a "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act of 1933, as
amended, and that each is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that each is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Date:__________________

                                            ____________________________________
                                            NOTICE:  To be executed by an
                                                      executive officer

- ----------

*     Guarantor must be a member of the Securities Transfer Agents Medallion
      Program ("STAMP"), the New York Stock Exchange Medallion Signature Program
      ("MSP") or the Stock Exchange Medallion Program ("SEMP").

<PAGE>
 
                                      A-10


                       OPTION OF HOLDER TO ELECT PURCHASE


            If you wish to have this Note purchased by the Company pursuant to
Section 1010 or 1017 of the Indenture, check the Box: ?

            If you wish to have a portion of this Note purchased by the Trust
pursuant to Section 1010 or 1017 of the Indenture, state the amount (in original
principal amount) below:

                             $_________.

Date:___________

Your Signature:______________________________________________
             (Sign exactly as your name appears on the other side of this Note)

Signature Guarantee*:_______________________________________________

- ------------------
*     Guarantor must be a member of the Securities Transfer Agents Medallion
      Program ("STAMP"), the New York Stock Exchange Medallion Signature Program
      ("MSP") or the Stock Exchange Medallion Program ("SEMP")

<PAGE>
 
 EXHIBIT B

                               Form of Certificate
                              to Be Delivered upon
                        Termination of Restricted Period

                            On or after ______, 1999

First Union National Bank, as Trustee
Corporate Trust
800 East Main Street, 2nd Floor
Richmond, Virginia 23219

              Re:  Primus Telecommunications Group, Incorporated (the "Company")
                   11-1/4% [Series B]1 Senior Notes due 2009 (the "Notes")

Ladies and Gentlemen:

            This letter relates to $_______ principal amount of Notes
represented by the global note certificate (the "Offshore Global Note").
Pursuant to Section 201 of the Indenture dated as of January __, 1999 relating
to the Notes (the "Indenture"), we hereby certify that (1) we are the beneficial
owner of such principal amount of Notes represented by the Offshore Global Note
and (2) we are a Non-U.S. Person to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933, as amended ("Regulation S"). Accordingly, you are hereby requested
to issue a Offshore Physical Note representing the undersigned's interest in the
principal amount of Securities represented by the Offshore Global Note, all in
the manner provided by the Indenture.

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby. Terms used in this certificate have the meanings
set forth in Regulation S.

                                            Very truly yours,

                                            [Name of Holder]

                                    By:_________________________________________
                                                  Authorized Signature

                                                                       EXHIBIT C

                           Form of Certificate to Be
                          Delivered in Connection with
             Transfers to Non-QIB Institutional Accredited Investor

- ----------
1     Include for Exchange Notes.

<PAGE>
 
                                     [Date]

Primus Telecommunications Group, Incorporated
c/o First Union National Bank, as Trustee
Corporate Trust
800 East Main Street, 2nd Floor
Richmond, Virginia 23219


               Re:    Primus Telecommunications Group, Incorporated (the
                      "Company") 11-1/4% Senior Notes due 2009 (the "Notes")

Ladies and Gentlemen:

            In connection with our proposed purchase of $__________ aggregate
principal amount of the Notes, we confirm that:

            1. We have received such information regarding the Company as we
      deem necessary in order to make our investment decision.

            2. We understand that the Notes have not been registered under the
      Securities Act of 1933, as amended (the "Securities Act"), or any other
      applicable law; and may not be offered, sold, or otherwise transferred
      except as permitted in the following sentence. We agree on our own behalf
      and on behalf of any investor account for which we are purchasing the
      Notes to offer, sell or otherwise transfer such Notes prior to the date
      which is two years after the later of the date of original issue and the
      last date on which the Company or any affiliate of the Company was the
      owner of such Notes, or any predecessor thereto (the "Resale Restriction
      Termination Date") only (a) to the Company, (b) pursuant to a registration
      statement which has been declared effective under the Securities Act, (c)
      for so long as the Notes are eligible for resale pursuant to Rule 144A
      under the Securities Act, to a person we reasonably believe is a qualified
      institutional buyer under Rule 144A (a "QIB") that purchases for its own
      account or for the account of a QIB and to whom notice is given that the
      transfer is being made in reliance on Rule 144A, (d) pursuant to offers
      and sales to non-U.S. persons that occur outside the United States within
      the meaning of Regulation S under the Securities Act, (e) to an
      institutional "accredited investor" within the meaning of subparagraph
      (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities
      Act acquiring the Notes for its own account or for the account of such an
      institutional "accredited investor" for investment purposes and not with a
      view to, or for offer or sale in connection with, any distribution thereof
      in violation of the Securities Act or (f) pursuant to any other available
      exemption from the registration requirements of the Securities Act,
      subject in each of the foregoing cases to any requirement of law that the
      disposition of our property and the property of such investor account or
      accounts be at all times within our or their control and to compliance
      with any applicable state securities laws. The foregoing restrictions on
      resale will not apply subsequent to the Resale Restriction Termination
      Date. If any resale or other transfer of the Notes is proposed to be made
      pursuant to clause (e) above prior to the Resale Restriction Termination
      Date, the transferor shall deliver a letter to the Trustee (the "Trustee")
      under the Indenture pursuant to which the Notes are being issued a letter
      from the transferee substantially in the form of this letter, which shall
      provide, among other things, that the transferee is an institutional
      "accredited investor" within the meaning of subparagraph (a)(1), (2), (3)
      or (7) of Rule 501 under the Securities Act and that it is acquiring such
      Notes for investment purposes and not for distribution in violation of the
      Securities Act. We acknowledge that the Company and the Trustee reserve
      the right prior to any offer, sale or other transfer prior to the Resale
      Restriction Termination Date of the Notes pursuant to clauses (d), (e) and
      (f) above to require the delivery of an opinion of counsel, certifications
      and/or other information satisfactory to the Company and the Trustee.

<PAGE>
 
                                      C-3


            3. We are an institutional "accredited investor" (as defined in Rule
      501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act)
      purchasing for our own account or for the account of such an institutional
      "accredited investor," and we are acquiring the Notes for investment
      purposes and not with a view to, or for offer or sale in connection with,
      any distribution in violation of the Securities Act, and we have such
      knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of our investment in the Notes,
      and we and any accounts for which we are acting are each able to 

bear the
      economic risk of our or its investment.

            4. We are acquiring the Notes purchased by us for our own account or
      for one or more accounts as to each of which we exercise sole investment
      discretion.

<PAGE>
 
                                      C-4


            5. You are entitled to rely upon this letter and you are irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in any administrative or legal proceeding or official inquiry with respect
      to the matters covered hereby.

                                        Very truly yours,


                                        By: (NAME OF PURCHASER)
                                        Date:

            Upon transfer, the Notes should be registered in the name of the new
beneficial owner as follows:

Name:___________________________________


Address:________________________________


Taxpayer ID Number:_____________________

<PAGE>
 
                                                                       EXHIBIT D

                       Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                            [Date]

First Union National Bank, as Trustee
Corporate Trust
800 East Main Street, 2nd Floor
Richmond, Virginia 23219

Re:     Primus Telecommunications Group, Incorporated (the "Company")
        ___ % Senior Notes due 2009 (the "Notes")

Ladies and Gentlemen:

      In connection with our proposed sale of $___________ aggregate principal
amount of Notes, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S ("Regulation S") under the Securities Act of 1933,
as amended (the "Securities Act"), and accordingly, we hereby certify as
follows:

            1. The offer of the Notes was not made to a person in the United
      States (unless such person or the account held by it for which it is
      acting is excluded from the definition of "U.S. person" pursuant to Rule
      902(k)(1) of Regulation S under the circumstances described in Rule
      902(k)(2) of Regulation S) or specifically targeted at an identifiable
      group of U.S. citizens abroad.

            2. Either (a) at the time the buy order was originated, the buyer
      was outside the United States or we and any person acting on our behalf
      reasonably believed that the buyer was outside the United States or (b)
      the transaction was executed in, on or through the facilities of a
      designated offshore securities market, and neither we nor any person
      acting on our behalf knows that the transaction was pre-arranged with a
      buyer in the United States.

            3. Neither we, any of our affiliates, nor any person acting on our
      or their behalf has made any directed selling efforts in the United States
      in contravention of the requirements of Rule 903(a) or Rule 904(a) of
      Regulation S, as applicable.

            4. The proposed transfer of Notes is not part of a plan or scheme to
      evade the registration requirements of the Securities Act.

<PAGE>
 
                                      D-6


            5. If we are a dealer or a person receiving a selling concession or
      other fee or remuneration in respect of the Notes, and the proposed
      transfer takes place before the Offshore Note Exchange Date referred to in
      the Indenture, dated as of January __, 1999, among the Company and the
      Trustee, or we are an officer or director of the Company or a distributor,
      we certify that the proposed transfer is being made in accordance with the
      provisions of Rules 903 and 904(b) of Regulation S.

            You and the Company are entitled to rely upon this Certificate and
      are irrevocably authorized to produce this Certificate or a copy hereof to
      any interested party in any administrative or legal proceeding or official
      inquiry with respect to the matters covered hereby. Terms used in this
      certificate have the meanings set forth in Regulation S.

                                            Very truly yours,

                                            [Name of Transferor]


                                            By:_________________________________
                                                      Authorized Signature

<PAGE>
 
                                                                       EXHIBIT E

                              Rule 144A Certificate

To:     First Union National Bank, as Trustee
        Corporate Trust
        800 East Main Street, 2nd Floor
        Richmond, Virginia 23219
        Attention: Corporate Trust Office

        Re:  Primus Telecommunications Group, Incorporated (the "Company")
             11-1/4% Senior Notes due 2009 (the "Notes")

Ladies and Gentlemen:

            In connection with our proposed sale of $____________ aggregate
principal amount of Notes, we confirm that such sale has been effected pursuant
to and in accordance with Rule 144A ("Rule 144A") under the Securities Act of
1933, as amended (the "Securities Act"). We are aware that the transfer of Notes
to us is being made in reliance on the exemption from the provisions of Section
5 of the Securities Act provided by Rule 144A. If the Company is not subject to
Section 13 or 15(d) of the Exchange Act, prior to the date of this Certificate
we have been given the opportunity to obtain from the Company the information
referred to in Rule 144A(d)(4), and have either declined such opportunity or
have received such information.

            You and the Company are entitled to rely upon this Certificate and
are irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                            Very truly yours,

                                            [NAME OF PURCHASER]


                                            By:_________________________________
                                               Name:
                                               Title:
                                               Address:

Date of this Certificate: ___________, ____



<PAGE>
 
                                                                    Exhibit 21.1

                         Subsidiaries of the Registrant
                             As of December 31, 1998

                                                               Jurisdiction of
Subsidiary                                                     Incorporation
- --------------------------------------------------------------------------------
Primus Telecommunications, Inc.                                  Delaware

Primus Telecommunications International, Inc                     Delaware

Primus Telecommunications, Ltd.                                  United Kingdom

Primus Telecommunications de Mexico, S.A. de C.V.                Mexico

Primus Telecommunications Pty., Ltd.                             Australia

Primus Telecommunications (Australia) Pty., Ltd.                 Australia
        (formerly known as Axicorp Pty., Ltd.)

3362426 Canada Inc.                                              Canada
        d/b/a Primus Canada

Primus Telecommunications Netherlands B.V.                       Netherlands

Primus Telecommunications SA                                     France

Primus Telecommunications Deutschland GmbH                       Germany

Primus TeleCom A/S                                               Denmark

Primus Telecommunicaciones SA                                    Spain

Primus Telecommunications AG                                     Switzerland

Primus Telecommunications SRL                                    Italy

PremierSource International L.L.C.                               Delaware

Primus Telecommunications K.K                                    Japan

Primus Japan K.K.                                                Japan

Eclipse Data Services Pty., Ltd.                                 Australia

Hotkey Internet Services Pty., Ltd.                              Australia

Telepassport Network K.K.                                        Japan

Rate Reduction Center, Inc.                                      Florida

Least Cost Routing, Inc.                                         Florida

<PAGE>
 
Rockwell Communications Corporation                              Florida

Intex Telecommunications, Inc.                                   South Carolina

TresCom International,
 Inc.                                      Florida

TresCom Network Services, Inc.                                   Florida

TresCom U.S.A., Inc.                                             Florida

Global Telephone Holding, Inc.                                   U.S. Virgin
                                                                 Islands

InterIsland Telephone Corp.                                      U.S. Virgin
                                                                 Islands

The St. Thomas and San Juan Telephone Company, Inc.              U.S. Virgin
                                                                 Islands

STSJ Overseas Telephone Company, Inc.                            Puerto Rico

OTC Network Assets, Inc.                                         Puerto Rico

Puerto Rico Telecom Corporation                                  New York

STSJ Network Assets, Inc.                                        U.S. Virgin
                                                                 Islands



<PAGE>
 
                                                                    Exhibit 23.1

                         Independent Auditor's Consent

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statements of
Primus Telecommunications Group, Incorporated (the "Company") on Form S-8 
(Nos. 333-35005, 333-56557, and 333-73003) of our report dated February 10, 
1999, except for paragraph one of note 16 as to which the date is March 31,
1999, appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.


DELOITTE & TOUCHE LLP
Washington, DC
March 31, 1999





<TABLE> <S> <C>


<PAGE>
 
<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE BALANCE SHEET OF
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED AT DECEMBER 31, 1998 AND THE
INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER>                  1,000
       
<S>                                                     <C>
<PERIOD-TYPE>                                           12-MOS
<FISCAL-YEAR-END>                                                   DEC-31-1998
<PERIOD-START>                                                       JAN-1-1998
<PERIOD-END>                                                        DEC-31-1998
<CASH>                                                                  136,196
<SECURITIES>                                                             50,623
<RECEIVABLES>                                                           107,507
<ALLOWANCES>                                                             14,976
<INVENTORY>                                                                   0
<CURRENT-ASSETS>                                                        267,961
<PP&E>                                                                  179,464
<DEPRECIATION>                                                           20,591
<TOTAL-ASSETS>                                                          673,963
<CURRENT-LIABILITIES>                                                   160,768
<BONDS>                                                                 397,751
<PREFERRED-MANDATORY>                                                         0
<PREFERRED>                                                                   0
<COMMON>                                                                    281
<OTHER-SE>                                                              114,636
<TOTAL-LIABILITY-AND-EQUITY>                                            673,963
<SALES>                                                                       0
<TOTAL-REVENUES>                                                        421,628
<CGS>                                                                         0
<TOTAL-COSTS>                                                           353,016
<OTHER-EXPENSES>                                                        103,717
<LOSS-PROVISION>                                                          9,431
<INTEREST-EXPENSE>                                                       40,047
<INCOME-PRETAX>                                                         (63,648)
<INCOME-TAX>                                                                  0
<INCOME-CONTINUING>                                                     (63,648)
<DISCONTINUED>                                                                0
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                            (63,648)
<EPS-PRIMARY>                                                             (2.61)
<EPS-DILUTED>                                                             (2.61)
        

</TABLE>