AND UNITED STATES TRUST COMPANY OF NEW YORK, as TrusteeEscrow Agreement • January 12th, 1999 • Versatel Telecom International N V • Telephone communications (no radiotelephone) • New York
betweenWarrant Agreement • June 23rd, 1999 • Versatel Telecom International N V • Telephone communications (no radiotelephone) • New York
AGREEMENT THIS SHAREHOLDERS AGREEMENT --------- --------------------------- AOPB................................. The Annual Operation Plan and Budget, which includes the 3-year business plan for VersaPoint in effect from time to time...Shareholders Agreement • March 28th, 2000 • Versatel Telecom International N V • Telephone communications (no radiotelephone)
1 EXHIBIT 1.1 VersaTel Telecom International N.V. - Ordinary Shares in the form of Shares or American Depositary Shares U.S. UNDERWRITING AGREEMENTVersatel Telecom International N V • July 22nd, 1999 • Telephone communications (no radiotelephone) • New York
1 Exhibit 10.3 ADVANCE\y 72 WARRANT AGREEMENT Dated as of May 27, 1998Warrant Agreement • June 23rd, 1999 • Versatel Telecom International N V • Telephone communications (no radiotelephone) • New York
as Issuer, ANDIndenture • July 22nd, 1999 • Versatel Telecom International N V • Telephone communications (no radiotelephone) • New York
as Issuer, ANDVersatel Telecom Bv • July 27th, 1998 • New York
as Issuer, ANDVersatel Telecom International N V • August 16th, 2000 • Telephone communications (no radiotelephone) • New York
and ING BANK N.V. relating to EUR 360,000,000 4 % Senior Convertible Notes due 2005Agency Agreement • March 30th, 2001 • Versatel Telecom International N V • Telephone communications (no radiotelephone)
EXHIBIT 4.4 VersaTel Telecom International N.V. $150,000,000 13 1/4% Senior Notes due 2008 REGISTRATION RIGHTS AGREEMENT Dated as of December 3, 1998Registration Rights Agreement • January 12th, 1999 • Versatel Telecom International N V • Telephone communications (no radiotelephone) • New York
AmongRegistration Rights Agreement • August 16th, 2000 • Versatel Telecom International N V • Telephone communications (no radiotelephone) • New York
1 ST&B DRAFT JULY 18, 1999 ------------------------ Exhibit 1.1 VersaTel Telecom International N.V. $ -% Senior Dollar Notes due 2009 -% Senior Euro Notes due 2009 UNDERWRITING AGREEMENTVersatel Telecom International N V • July 22nd, 1999 • Telephone communications (no radiotelephone) • New York
GUARANTEED BYVersatel Telecom International N V • June 23rd, 1999 • Telephone communications (no radiotelephone)
BETWEENWarrant Agreement • October 11th, 2002 • Versatel Telecom International N V • Telephone communications (no radiotelephone) • New York
RECITALSCommercial Services Agreement • March 28th, 2000 • Versatel Telecom International N V • Telephone communications (no radiotelephone)
FORM OF AGENCY AGREEMENT SUPPLEMENTAgency Agreement • March 28th, 2002 • Versatel Telecom International N V • Telephone communications (no radiotelephone)
AGENCY AGREEMENT SUPPLEMENT NO. 1, dated as of , 2002 (the “Agency Agreement Supplement”), between VERSATEL TELECOM INTERNATIONAL N.V., a public company with limited liability organized under the laws of The Netherlands, and having its corporate seat in Amsterdam, The Netherlands (the “Company”), and ING BANK N.V., as Paying Agent, Conversion Agent, Conversion Calculation Agent and Registrar (the “Bank”), to the Principal Paying Agent, Conversion Agent, Conversion Calculation Agent and Registrar Agreement dated as of March 30, 2000, between the Company and the Bank relating to €360,000,000 initial principal amount of the Company’s 4.0% Convertible Senior Notes due 2005 (as supplemented, the “Agency Agreement”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Agency Agreement.
1 Exhibit 10.1 AGREEMENT FOR THE SALE AND PURCHASE OF SHARES SVIANED B.V. DATED 11 JUNE 1999 THE UNDERSIGNED: 1. The private company with limited liability GAK HOLDING B.V., with its registered offices in Amsterdam, represented in this matter by Mr....Versatel Telecom International N V • June 22nd, 1999 • Telephone communications (no radiotelephone)
between VERSATEL TELECOM INTERNATIONAL N.V. and ING BANK N.V. relating to EUR 300,000,000 4.0% Convertible Senior Notes due 2004 NAUTA DUTILH Amsterdam E-19 2Agency Agreement • March 28th, 2000 • Versatel Telecom International N V • Telephone communications (no radiotelephone)
1 Exhibit 10.7 PARTICIPATION AND SHAREHOLDERS AGREEMENT The undersigned, 1. TELECOM FOUNDERS B.V., a company incorporated under the laws of the Netherlands with it statutory seat in Abcoude, hereinafter referred to as "Founders", duly represented by...Participation and Shareholders Agreement • June 22nd, 1999 • Versatel Telecom International N V • Telephone communications (no radiotelephone)
1 Exhibit 10.1 AGREEMENT FOR THE SALE AND PURCHASE OF SHARES SVIANED B.V. DATED 11 JUNE 1999 THE UNDERSIGNED: 1. The private company with limited liability GAK HOLDING B.V., with its registered offices in Amsterdam, represented in this matter by Mr....Versatel Telecom International N V • June 21st, 1999 • Telephone communications (no radiotelephone)
between VERSATEL TELECOM INTERNATIONAL N.V. and ING BANK N.V. relating to EUR 300,000,000 4.0% Convertible Senior Notes due 2004 NAUTA DUTILH Amsterdam E-19 2Agency Agreement • March 20th, 2000 • Versatel Telecom International N V • Telephone communications (no radiotelephone)
