Comple Tel Europe Nv Sample Contracts

Comple Tel Europe Nv – NEWS RELEASE (December 2nd, 2002)

NEWS RELEASE Completel Europe N.V. Investor Contact: Blaak 16 Catherine Blanchet, Director of 3011 TA Rotterdam Investor Relations The Netherlands Tel: +33 1 72 92 20 32 +31 10 43 00 844 e-mail : ir@completel.fr (ParisBourse: CTL) Press Contact: Laurence Dutrey, December 2, 2002 Grayling Euro RSCG PR & Corporate Tel : +33 1 41 34 17 34 e-mail : l.dutrey@grayling.fr EXTRAORDINARY GENERAL MEETING OF COMPLETEL EUROPE N.V. TO BE HELD ON DECEMBER 16, 2002 Paris, December 2, 2002 - Completel Europe N.V. (the "Company") has announced that the extraordinary general meeting of its shareholders will take place on Monday, December 16, 2002 at the of

Comple Tel Europe Nv – NEWS RELEASE (November 8th, 2002)

NEWS RELEASE Completel Europe N.V. Investor Contact: Blaak 16 Catherine Blanchet, 3011 TA Rotterdam Director of Investor Relations The Netherlands Tel: +33 1 72 92 20 32 +31 10 43 00 844 e-mail : ir@completel.fr (ParisBourse: CTL) November 8th, 2002 RECAPITALIZATION PLAN SUCCESSFULLY COMPLETED EBITDA IMPROVEMENT OF 34% DESPITE SEASONALITY STRONG CASH POSITION THROUGH HIGHER THAN ANTICIPATED EQUITY INCREASE, EBITDA IMPROVEMENT AND CAPEX CONTROL Recapitalization: o Recapitalization plan completed on September 17, 2002 o Bond debt eliminated o Total (euro)43.7 million of equity invested, exceeding the estimated (euro)30 million needed to reach cash flow breakeven o Total equity investments may increase to (euro)47.0 milli

Comple Tel Europe Nv – NEWS RELEASE (September 26th, 2002)

NEWS RELEASE Completel Europe N.V. Investor Contact: Blaak 16 Catherine Blanchet, Director of 3011 TA Rotterdam Strategic Planning and Investor Relations The Netherlands Tel: +33 1 72 92 20 32 +31 10 43 00 844 e-mail: ir@completel.fr (ParisBourse: CTL) September 26, 2002 NON-CONVERTED SHARES LISTED ON THE "BOARD OF DELISTED SECURITIES" NEW ORDINARY SHARES LISTED ON THE PREMIER MARCHE Paris, September 26, 2002 - Completel Europe N.V. reminds its shareholders that, as previously announced, the 670-to-one reverse split of its ordinary shares was effected on September 16, 2002, and that the conversion of each 670 old ordinary shares (which are now fractional shares) into one new ordinary share is mandatory. Any outstanding fractional shares will remain listed solely in order to facilitate their negotiation. As indicated in the Euronext release n(degree)200

Comple Tel Europe Nv – NEWS RELEASE (September 18th, 2002)

Exhibit 99.1 NEWS RELEASE Completel Europe N.V. Investor Contact: Blaak 16 Catherine Blanchet, 3011 TA Rotterdam Director of Strategic Planning The Netherlands and Investor Relations +31 10 43 00 844 Tel: +33 1 72 92 20 32 e-mail : ir@completel.fr (ParisBourse: CTL) September 18, 2002 RECAPITALIZATION PLAN FINALIZED : BOND DEBT ELIMINATED EQUITY INVESTMENTS OF APPROXIMATELY (euro)44 MILLION MAY INCREASE TO (euro)47 MILLION Paris, September 18, 2002 - Completel Europe N.V. announced today the successful closing of its recapitalization plan: all Completel's senior notes, representing aggregate principal outstanding of (euro)227 million, were conve

Comple Tel Europe Nv – EMPLOYMENT CONTRACT (September 13th, 2002)

------------------------------------------------------------------------------ EXHIBIT 10.31 EMPLOYMENT CONTRACT ------------------------------------------------------------------------------ BETWEEN: Completel SAS, a French societe par actions simplifiee with capital of 51,358,920 (euro), registered with the Registry of Commerce and Companies of Nanterre under the number 418 299 699, with its registered office located at Tour Egee, 9-11 allee de l'Arche, 92671 Courbevoie Cedex, represented by Mr. Jehan Coquebert de Neuville, acting as CEO of the Company, hereinafter referred to as the "Company", ON THE ONE HAND, AND: Mr. Jerome de Vitry, residing at 21 boulevard Flandrin, 75116 Paris. Social Security number 1 61 05 34 172 238 37, hereinafter referred to as "Mr. de Vitry",

Comple Tel Europe Nv – EMPLOYMENT CONTRACT (September 13th, 2002)

------------------------------------------------------------------------------ EXHIBIT 10.44 EMPLOYMENT CONTRACT ------------------------------------------------------------------------------ BETWEEN: Completel SAS, a French societe par actions simplifiee with capital of 51,358,920 (euro), registered with the Registry of Commerce and Companies of Nanterre under the number 418 299 699, with its registered office located at Tour Egee, 9-11 allee de l'Arche, 92671 Courbevoie Cedex, represented by Mr. Jehan Coquebert de Neuville, acting as CEO of the Company, hereinafter referred to as the "Company", ON THE ONE HAND, AND: Mr. Jerome de Vitry, residing at 21 boulevard Flandrin, 75116 Paris. Social Security number 1 61 05 34 172 238 37, hereinafter referred to as "Mr. de Vitry",

Comple Tel Europe Nv – WARRANT AGREEMENT (September 13th, 2002)

EXHIBIT 4.3 WARRANT AGREEMENT Dated as of September 12, 2002 among COMPLETEL EUROPE N.V. and NETHERLANDS MANAGEMENT COMPANY B.V. as Warrant Registrar, and BNP PARIBAS, as Euroclear Warrant Agent TABLE OF CONTENTS(1) Page SECTION 1. APPOINTMENT OF WARRANT REGISTRAR AND EUROCLEAR WARRANT AGENT.................................1 SECTION 2. CONDITIONS OF WARRANT AGENTS............................2 SECTION 3. CHANGE OF WARRANT AGENT.....................

Comple Tel Europe Nv – NEWS RELEASE (August 21st, 2002)

[GRAPHIC LOGO OMITTED] NEWS RELEASE Completel Europe N.V. Investor Contact: Blaak 16 Catherine Blanchet, Investor Relations 3011 TA Rotterdam Tel: +33 1 72 92 20 32 The Netherlands e-mail : c.blanchet@completel.fr +31 20 666 1701 (ParisBourse: CTL) August 21, 2002 COMPLETEL'S GENERAL MEETING OF SHAREHOLDERS APPROVES RECAPITALIZATION PROPOSALS; FINAL COURT HEARING ON AKKOORD SCHEDULED FOR SEPTEMBER 4, 2002 PARIS, August 21, 2002 - Completel Europe N.V. announced that the Extraordinary General Meeting ("EGM") of its Shareholders held yesterday has approved all of the proposals in support of Completel's previously announced recapitalization plan. These proposals include, among other things, a 670-to-one reverse split to Completel's ordinary shares intended to normalize the post-recapitalization trading in Completel's ordinary shares and the amendme

Comple Tel Europe Nv – NON-QUALIFIED STOCK OPTION AGREEMENT (August 14th, 2002)

EXHIBIT 10.5 COMPLETEL EUROPE N.V. NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT made as of this 17th day of May 2002, between CompleTel Europe N.V., a Netherlands corporation (the "Company"), and Lyle Patrick (the "Option Holder"). RECITALS A. The Executive, the Company and Cabletel Management, Inc. are a party to a Resignation Agreement dated as of the date first written above. B. In consideration of the potential "Success" bonus the Executive willl forego, the Company has determined that it is in the best interests of the Company to grant the Option Holder an option to purchase ordinary shares of the Company on the terms and conditions set forth below. NON-QUALIFIED STOCK OPTION 1. Grant of Option. Subject to the terms and conditions of this Agreement, the Company hereby gr

Comple Tel Europe Nv – NON-QUALIFIED STOCK OPTION AGREEMENT (August 14th, 2002)

EXHIBIT 10.3 COMPLETEL EUROPE N.V. NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT made as of this 17th day of May 2002, between CompleTel Europe N.V., a Netherlands corporation (the "Company"), and Timothy A. Samples (the "Option Holder"). RECITALS A. The Executive, the Company and Cabletel Management, Inc. are a party to a Resignation Agreement dated as of the date first written above. B. In consideration of the potential "Success" bonus the Executive willl forego, the Company has determined that it is in the best interests of the Company to grant the Option Holder an option to purchase ordinary shares of the Company on the terms and conditions set forth below. NON-QUALIFIED STOCK OPTION 1. Grant of Option. Subject to the terms and conditions of this Agreement, the Comp

Comple Tel Europe Nv – RESIGNATION AGREEMENT (August 14th, 2002)

EXHIBIT 10.2 ------------ RESIGNATION AGREEMENT This Resignation Agreement (this "Agreement") by and among Cabletel Management, Inc., a Colorado corporation (the "Company"), Completel N.V., a Netherlands corporation ("Europe"), and Timothy A. Samples, a U.S. citizen and resident of the United Kingdom (the "Executive"), is dated May 17, 2002. WHEREAS, the Executive is employed by the Company as its Chief Executive Officer and the Company and Executive have entered into an Employment Agreement dated as of February 26, 2001 (the "Employment Agreement"); WHEREAS, the Company provides management and consulting personnel to Europe; WHEREAS, the Executive has been seconded to Completel Headquarters UK Ltd., a company with limited liability organized under the laws of the United Kingdom

Comple Tel Europe Nv – NEWS RELEASE (August 14th, 2002)

Exhibit 99.1 NEWS RELEASE Completel Europe N.V. Investor Contact: Kruisweg 609 Catherine Blanchet, Investor Relations 2132 NA Hoofddorp Tel: +33 1 72 92 20 32 The Netherlands e-mail : c.blanchet@completel.fr +31 20 666 1701 (ParisBourse: CTL; NASDAQ: CLTL) August 14th, 2002 RECAPITALIZATION PLAN EXPECTED TO BE COMPLETED IN SEPTEMBER EQUITY COMMITMENT AT (euro)39.9 MILLION MAY INCREASE UP TO (euro)47 MILLION COMPLETEL BUSINESS FOCUS ON FRENCH OPERATIONS Q2'02 FRENCH RETAIL REVENUES GREW BY 11% OVER Q1'02 FRENCH GROSS MARGIN AT 36% vs. 30% in Q1'02 Restructuring: o Recapitalization plan on target and closing expected in September 2002 o Completel expects that, upon completion of the recapitalization, it will have almost no debt and

Comple Tel Europe Nv – RESIGNATION AGREEMENT (August 14th, 2002)

EXHIBIT 10.4 RESIGNATION AGREEMENT This Resignation Agreement (this "Agreement") by and among Cabletel Management, Inc., a Colorado corporation (the "Company"), Completel N.V., a Netherlands corporation ("Europe"), and Lyle Patrick, a U.S. citizen and resident of the United Kingdom (the "Executive"), is dated May 17, 2002. WHEREAS, the Executive is employed by the Company as its Chief Financial Officer and the Company and Executive have entered into an Employment Agreement dated as of November 1, 2001 (the "Employment Agreement"); WHEREAS, the Company provides management and consulting personnel to Europe; WHEREAS, the Executive has been seconded to Completel Headquarters UK Ltd., a company with limited liability organized under the laws of the United Kingdom ("Completel UK"), to serve in the capacity of Managing Director and Chief Financial Officer o

Comple Tel Europe Nv – NEWS RELEASE (August 12th, 2002)

NEWS RELEASE Completel Europe N.V. Investor Contact: Blaak 16 Catherine Blanchet, Investor Relations 3011 TA Rotterdam Tel: +33 1 72 92 20 32 The Netherlands e-mail : c.blanchet@completel.fr +31 20 666 1701 (Euronext Paris: CTL) August 12, 2002 COMPLETEL EUROPE N.V. PUBLISHES AND DISTRIBUTES RESTATED AUDITED US GAAP FINANCIAL STATEMENTS PARIS, August 12, 2002- CompleTel Europe N.V. announced today that it has published and distributed restated re-audited annual financial statements, prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) and audited in accordance with United States generally accepted auditing standards (U.S. GAAS), for the three years ended December 31, 2001, 2000 and 1999. We have restated these financial statements, which were originally included in our 2001 Annual Report on Form 10-K, filed with t

Comple Tel Europe Nv – NEWS RELEASE (August 8th, 2002)

NEWS RELEASE Completel Europe N.V. Investor Contact: Blaak 16 Stefan Sater, Director Investor Relations 3011 TA Rotterdam Tel: +33 1 72 92 20 43 The Netherlands e-mail : s.sater@completel.fr +31 20 666 1701 (Euronext Paris: CTL) 8th August, 2002 COMPLETEL EUROPE N.V. TO PUBLISH AND DISTRIBUTE RESTATED REAUDITED US GAAP FINANCIAL STATEMENTS PARIS, August 8, 2002- CompleTel Europe N.V. announced today that it intends to publish and distribute restated annual financial statements, prepared in accordance with United States generally accepted accounting principles (US GAAP) and audited in accordance with United States generally accepted auditing standards (US GAAS), for the three years ended December 31, 2001, 2000 and 1999. We are restating these financial statements, which were originally included in our 2001 Annual Report on Form 10-K, filed with the US Securities and

Comple Tel Europe Nv – NEWS RELEASE (August 5th, 2002)

NEWS RELEASE Completel Europe N.V. Investor Contact: Blaak 16 Stefan Sater, Director Investor Relations 3011 TA Rotterdam Tel: +33 1 72 92 20 43 The Netherlands e-mail : s.sater@completel.fr +31 20 666 1701 (Euronext Paris: CTL) 5th August, 2002 COMPLETEL EUROPE N.V.: ANNUAL AND EXTRAORDINARY MEETINGS TO BE HELD ON AUGUST 20, 2002 PARIS, August 5, 2002- CompleTel Europe N.V., a facilities-based provider of fiber optic local access telecommunications and Internet services to business end-users, carriers and ISPs in France, today announced that its annual general meeting will be held on August 20, 2002 at 13.00h CET at the World Trade Center, Schipholboulevard 127, 1118 BG, Schiphol, The Netherlands. This meeting will be followed at 14.00h CET by an extraordinary general meeting regarding the current recapitalisation plan of Completel Europe N.V.. The purposes of the annual gene

Comple Tel Europe Nv – NOTICE (June 7th, 2002)

NOTICE To the holders of 14% Senior Discount Notes 2009 144A CUSIP & ISIN: 20452WAA8 & US20452WAA80 and 14% Senior Notes 2010 ISIN XS0114882938 issued by Completel Europe N.V. (the "Company") The present notice is given on behalf of the Company and pursuant to Section 256 of the Dutch Bankruptcy Code on behalf of the administrator in the suspension of payments granted to the Company. On May 30, 2002 the Company has been granted a suspension of payments (surseance van betaling) by the District Court at Amsterdam. With its application for the suspension of payments the Company has also filed a draft plan of composition (the "Akkoord") on which proposal agreement had been reached with an informal committee of certain of its bondholder

Comple Tel Europe Nv – NEWS RELEASE (May 30th, 2002)

Exhibit 99.1 ------------ [GRAPHIC OMITTED] NEWS RELEASE Completel Europe N.V. Investor Contact : Stefan Sater, Director Investor Relations Kruisweg 609 Tel: +33 1 72 92 20 43 2132 NA Hoofddorp e-mail: s.sater@completel.fr The Netherlands +31 20 666 1701 (Euronext: CTL; NASDAQ: CLTL) May 30, 2002 COMPLETEL N.V. COMMENCES NETHERLANDS AKKOORD PROCEDURE WITH SUPPORT OF OVER 82% OF SENIOR NOTE HOLDERS COMPLETEL SAS NOT IMPACTED BY RESTRUCTURING PROCESS AT HOLDING COMPANY LEVEL PARIS, May 30, 2002 - Completel announced today that as a follow on step to the recapitalization plan announced on May 15, 2002, it has commenced Akkoord composition plan proceedings i

Comple Tel Europe Nv – NEWS RELEASE (May 28th, 2002)

COMPLETEL LOGO NEWS RELEASE Completel Europe N.V. Investor Contact: Kruisweg 609 Stefan Sater, Director Investor Relations 2132 NA Hoofddorp Tel: +33 1 72 92 20 43 The Netherlands e-mail : s.sater@completel.fr +31 20 666 1701 (ParisBourse: CTL; NASDAQ: CLTL) May 27th, 2002 COMPLETEL ANNOUNCES DELISTING FROM NASDAQ; EURONEXT PARIS LISTING TO BE MAINTAINED PARIS, May 27, 2002 - Completel announced today it will voluntarily delist its Ordinary Shares from the Nasdaq National Market, effective at the start of trading on Friday, May 31, 2002. Completel reached this decision primarily as a result of the small number of record holders of the Ordinary Shares in the United States, the low trading volume of the Ordinary Shares on Nasdaq as compared to Euronext Paris, and the relatively high costs of continuing to be a reporting company under the U.S. securities laws. Completel intend

Comple Tel Europe Nv – RESTRUCTURING AGREEMENT (May 23rd, 2002)

CONFORMED FILING COPY RESTRUCTURING AGREEMENT THIS RESTRUCTURING AGREEMENT (the "Agreement"), dated as of May 15, 2002, is entered into by and among CompleTel Europe N.V. (the "Company"), CompleTel SAS ("SAS"), Estel S.A. ("Estel"), CompleTel Escrow B.V. ("Escrow"), Meritage Private Equity Fund, L.P., Meritage Private Equity Parallel Fund, L.P., Meritage Entrepreneurs Fund, L.P. (collectively, "Meritage"), DeGeorge Telcom Holdings Limited Partnership ("DeGeorge"), and each of the entities set forth on Exhibit A (each, a "Consenting Noteholder") (together, the "parties"). RECITALS WHEREAS: (A) The parties have engaged in good faith negotiations with the objective of achieving mutually agreeable terms on which a financial restructuring of the Company might be achieved. (B) The parties have agreed to seek to implement a financial

Comple Tel Europe Nv – COMPLETEL REACHES BALANCE SHEET RESTRUCTURING AGREEMENT WITH (May 15th, 2002)

NEWS RELEASE Completel Europe N.V. Investor Contact: Kruisweg 609 Stefan Sater, Director Investor Relations 2132 NA Hoofddorp Tel: +33 1 72 92 20 43 The Netherlands e-mail : s.sater@completel.fr +31 20 666 1701 (ParisBourse: CTL; NASDAQ: CLTL) May 15th, 2002 COMPLETEL REACHES BALANCE SHEET RESTRUCTURING AGREEMENT WITH BONDHOLDER COMMITTEE AND ATTRACTS ADDITIONAL CAPITAL, SUPPORTING A BUSINESS PLAN EXPECTED TO FUND TO CASH FLOW BREAKEVEN REPORTS Q1 2002 RETAIL REVENUE GROWTH OF 18%, A 41% DECREASE IN ADJUSTED EBITDA LOSSES AND A 39% REDUCTION OF CASH OUTLAYS; 8 of 9 FRENCH CITIES NOW EBITDA POSITIVE PARIS, May 15, 2002 - Completel announced today it has signed an agreement with an ad hoc committee of holders of Completel Europe NV senior notes (the "Committee") in support of a recapital

Comple Tel Europe Nv – RETENTION AGREEMENT (May 15th, 2002)

EXHIBIT 10.3 RETENTION AGREEMENT THIS RETENTION AGREEMENT dated as of March 15, 2002 and effective as of February 1, 2002, is between Cabletel Management, Inc., (the "Company") and Lyle Patrick (the "Executive"). WITNESSETH: WHEREAS, the Company provides management and consulting personnel to Completel Europe N.V., a Netherlands public company (together with its subsidiaries "Completel Europe"); WHEREAS, the Company employs the Executive and has seconded him to Completel Headquarters UK Limited to serve in the capacity of Managing Director and Chief Financial Officer of Completel Europe; WHEREAS, the Company recognizes the competitive nature of the market for executive talent; WHEREAS, Completel Europe is pursuing a number of alternatives, including investments in Completel Europe by third parties and the pot

Comple Tel Europe Nv – RETENTION AGREEMENT (May 15th, 2002)

EXHIBIT 10.2 RETENTION AGREEMENT THIS RETENTION AGREEMENT dated as of March 15, 2002, is between Cabletel Management, Inc. (the "Company") and Timothy A. Samples (the "Executive"). WITNESSETH: WHEREAS, the Company provides management and consulting personnel to Completel Europe N.V., a Netherlands public company (together with its subsidiaries "Completel Europe"); WHEREAS, the Company employs the Executive and has seconded him to Completel Headquarters UK Limited to serve in the capacity of Managing Director and Chief Executive Officer of Completel Europe; WHEREAS, the Company recognizes the competitive nature of the market for executive talent; WHEREAS, Completel Europe is pursuing a number of alternatives, including investments in Completel Europe by third parties and the potential sale of Completel Europe

Comple Tel Europe Nv – NEWS RELEASE (March 5th, 2002)

Completel Europe NV - LOGO NEWS RELEASE Completel Europe N.V. Investor Contact: Kruisweg 609 Stefan Sater, Director Investor Relations 2132 NA Hoofddorp Tel: +33 1 72 92 20 43 The Netherlands e-mail : s.sater@completel.fr +31 20 666 1701 (ParisBourse: CTL; NASDAQ: CLTL) March 5, 2002 COMPLETEL'S Q4 2001 RESULTS vs Q3 2001: RETAIL REVENUE GROWS 23% AND CARRIER REVENUE GROWS 12%. ADJUSTED EBITDA LOSS CUT BY 33% AND CASH OUTLAYS NARROW BY 41%. Q4 2001 Highlights: o Retail revenue grew by 23% to (euro) 15.3 million relative to Q3 2001. o Quarterly retail site additions attained 232, up from 149 in Q3 2001. o The adjusted EBITDA loss for the fourth quarter narrowed to (euro)16.5 million, a 33% ((euro)8.2 million) improvement over Q3 2001. o Quarterly cash deployment (excluding (euro)20 million in funds outflow for the repurchase of senior notes and cash

Comple Tel Europe Nv – ------------------------------------------------------------------------------- --------------------------- Q3 2001 Q3 2000 GROWTH Q2 2001 GROWTH IN EURO MILLIONS Q3 01/Q3 00 Q3 01/Q2 01 ---------------------------------------------- ------------------------------------------------------------ Revenue 25.8 8.9 190% 24.5 5% ------------------------------------------------------------------ ---------------------------------------- Gross Margin 2.3 (1.1) na 3.2 (27%) -- ------------------------------------------------------------------------------- ------------------------- Adjusted EBITDA (24.7) (25. (November 16th, 2001)

Exhibit 99.1 [COMPLETEL LOGO] NEWS RELEASE COMPLETEL EUROPE N.V. INVESTOR CONTACT : Kruisweg 609 Stefan Sater, Director Investor Relations 2132 NA Hoofddorp Tel : +33 1 72 92 20 43 The Netherlands E-MAIL : S.SATER@COMPLETEL.FR +31 20 666 1701 (ParisBourse: CTL; NASDAQ: CLTL) November 7, 2001 COMPLETEL REPORTS 21% GROWTH IN RETAIL SERVICES REVENUE, 5% TOTAL REVENUE GROWTH AND A 48% REDUCTION IN CAPEX IN Q3 2001. Q3 2001 HIGHLIGHTS: o Third quarter revenue grew 190% vs. Q3 2000, and 5% vs. Q2 2001, to E25.8 million. o Retail revenues grew 21% vs. Q2 2001 to E13.7 million, with retail representing over 50% of total revenues for the first time. French retail revenue growth was 26% for the quarter. o On-Net retail customer sites grew by a robust 149 vs. organic growth of 130 in Q2 2001. o Retail ARPU increased by 8% to E4 200. o Direct margins increased to 53% in Q3 2001, from 48% in Q2 2001. o Ongoing capital expenditures totaled E26 million (a 48% decrease vs. E50 million in Q2 2001). o Q

Comple Tel Europe Nv – ---------------------- --------------------------- PERCENTAGE OF SHARES ANNIVERSARY OF BECOMING VESTED AND DATE OF GRANT EXERCISABLE ON EACH DATE ---------------------- --------------------------- First 0% ---------------------- --------------------------- Second 60% ---------------------- --------------------------- Third 80% ---------------------- --------------------------- Fourth 100% ---------------------- --------------------------- Fifth 100% ---------------------- --------------------------- An Option shall not be vested and exercisable as to any shares as to which the vesting requirem (November 14th, 2001)

------------------------------------------------------------------------------- COMPLETEL EUROPE N.V. 2000 STOCK OPTION PLAN AS AMENDED SEPTEMBER 14, 2001 ------------------------------------------------------------------------------- INTRODUCTION The following represents the stock option plan (the "Plan") of CompleTel Europe N.V., a company incorporated under the laws of the Netherlands (the "Company"), having its seat (STATUTAIRE ZETEL) at Amsterdam and its registered address at Kruisweg 609, 2132 NA Hoofdorp, The Netherlands, registered with the Amsterdam Chamber of Commerce under number 34108119 as adopted and approved by the Supervisory Board and shareholders on December 10, 1999, and amended on December 20, 2000. ARTICLE 1. - DEFINITIONS For the purposes of this Plan, (i) "AFFILIATED COMPANY" means (a) a company in which the Company directly or indirectly owns a majority of the shares of stock or other capital interest of that company, (b) a company that directly or indirectly ow

Comple Tel Europe Nv – ----------------------------------------------------------- ANNIVERSARY OF DATE PERCENTAGE OF SHARES BECOMING OF GRANT VESTED AND EXERCISABLE ON EACH DATE ----------------------------------------------------------- First 0% ----------------------------------------------------------- Second 60% ----------------------------------------------------------- Third 80% ----------------------------------------------------------- Fourth 100% ----------------------------------------------------------- Fifth 100% ----------------------------------------------------------- An Option shall not be vested an (August 14th, 2001)

------------------------------------------------------------------------------- COMPLETEL EUROPE N.V. 2000 STOCK OPTION PLAN AS AMENDED MAY 30, 2001 ------------------------------------------------------------------------------- INTRODUCTION The following represents the stock option plan (the "Plan") of CompleTel Europe N.V., a company incorporated under the laws of the Netherlands (the "Company"), having its seat (STATUTAIRE ZETEL) at Amsterdam and its registered address at Kruisweg 609, 2132 NA Hoofdorp, The Netherlands, registered with the Amsterdam Chamber of Commerce under number 34108119 as adopted and approved by the Supervisory Board and shareholders on December 10, 1999, and amended on December 20, 2000. ARTICLE 1. - DEFINITIONS For the purposes of this Plan, (i) "AFFILIATED COMPANY" means (a) a company in which the Company directly or indirectly owns a majority of the shares of stock or other capital interest of that company, (b) a company that directly or indirectly owns a m

Comple Tel Europe Nv – ------------------------------------------------------------------------------- ---------------------- 2000 Q4 2001 Q1 2001 Q2 GROWTH GROWTH IN EUR MILLIONS Q1/Q4 Q2/Q1 ------------------------------------------------------------------- ---------------------------------- Revenue 15.1 19.7 24.5 30% 25% ------------- ------------------------------------------------------------------------------- --------- Gross Margin 0.6 1.0 3.2 66% 228% ----------------------------------- ------------------------------------------------------------------ Adjusted EBITDA (29.7) (24.3) (23.9) 18% 2% ----------------- (August 8th, 2001)

NEWS RELEASE COMPLETEL EUROPE N.V. INVESTOR CONTACT : Kruisweg 609 Stefan Sater, Director Investor Relations 2132 NA Hoofddorp Tel : +33 1 72 92 20 43 The Netherlands E-MAIL : s.sater@completel.fr +31 20 666 1701 (ParisBourse: CTL; NASDAQ: CLTL) August 8, 2001 COMPLETEL REPORTS SOLID 25% Q2 2001 REVENUE GROWTH, 13% GROSS MARGIN AND PARIS TURNS EBITDA POSITIVE Q2 2001 HIGHLIGHTS: - Second quarter revenue grew 25% vs. Q1 2001, and 387% vs. Q2 2000, to Euro-24.5 million. - Gross margin expanded to 13% of revenues (vs a 5% margin in Q1 2001). - On-Net customers grew by 219 (+21%), and retail customer sites grew by 170 (+22%). - Paris turned EBITDA positive, 21 months after launch, following on from the success of the CompleTel business model demonstrated in Lyon, its first EBITDA positive city, in Q1 2001. - The adjusted EBITDA loss was reduced to Euro-23.9 million. - Ongoing capital expenditures totaled Euro-50 million (vs.Euro-54 million in the prior quarter). - The Estel acquisition was

Comple Tel Europe Nv – SECONDMENT AGREEMENT (May 15th, 2001)

Exhibit 10.5 SECONDMENT AGREEMENT THIS AGREEMENT, is made as of April ___, 2001, by and among CableTel Management, Inc., a Colorado corporation (the "Company"), Timothy A. Samples, a U.S. citizen and resident of the United Kingdom (the "Executive") and CompleTel Headquarters UK Ltd. , a company with limited liability organized under the laws of the United Kingdom ("CompleTel UK"). RECITALS A. The Executive is currently employed by the Company pursuant to an Employment Agreement by and between the Executive and the Company dated as of February 26, 2001 ("Employment Agreement"). B. CompleTel UK is a wholly owned subsidiary of CompleTel Europe, N.V., a Netherlands public company ("CompleTel Europe"), and performs management services for CompleTel Europe and its other subsidiaries. C. The Company wishes to second the E

Comple Tel Europe Nv – EMPLOYMENT AGREEMENT (May 15th, 2001)

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), dated as of February 26, 2001, is entered into by and between CABLETEL MANAGEMENT, Inc., a Colorado corporation with its principal offices located at 6300 S. Syracuse Way, Suite 355, Englewood, Colorado 80111 ("Company"), and TIMOTHY A. SAMPLES, a U.S. citizen and resident of the United Kingdom ("Executive"). RECITALS A. The Company provides management and consulting personnel to CompleTel Europe N.V., a Netherlands public company (together with its subsidiaries "CompleTel Europe"). B. The Company wishes to employ Executive and Executive wishes to be employed by the Company, to be seconded to CompleTel Europe its subsidiary, CompleTel Headquarters UK Limited or another of CompleTel Europe N.V.'s subsidiaries as may be decided from time to time to

Comple Tel Europe Nv – NON-QUALIFIED STOCK OPTION AGREEMENT (May 15th, 2001)

Exhibit 10.6 COMPLETEL EUROPE N.V. NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT made as of this 14th day of March, 2001, between CompleTel Europe N.V., a Netherlands corporation (the "Company"), and Timothy A. Samples (the "Option Holder"). RECITALS A. The Option Holder is employed by CableTel Management, Inc., a Colorado corporation ("CableTel"), pursuant to an Employment Agreement dated as of February 26, 2001, as such agreement may be amended from time to time (the "Employment Agreement"). CableTel is a wholly-owned subsidiary of CompleTel LLC. B. CableTel provides management and consulting personnel to the Company and its subsidiaries. References in this Agreement to the "Company" shall include the Company's subsidiaries. In connection with his employment by CableTel, CableTel has seconded t

Comple Tel Europe Nv – NEWS RELEASE (May 3rd, 2001)

[LOGO] NEWS RELEASE COMPLETEL EUROPE N.V. INVESTOR CONTACTS : Kruisweg 609 Stefan Sater, Director Investor Relations 2132 NA Hoofddorp Tel : +33 1 72 92 20 43 The Netherlands E-MAIL : s.sater@completel.fr +31 20 666 1701 -------------------- (ParisBourse: CTL ; NASDAQ: CLTL) May 3, 2001 COMPLETEL DELIVERS STRONG Q1 2001 RESULTS : REVENUE GROWTH 30%, EBITDA LOSS NARROWS BY 18%, LYON TURNS EBITDA POSITIVE Q1 2001 HIGHLIGHTS: - Revenue grew 30% vs. Q4 2000, and 688% vs. Q1 2000, to E19.7 million, driven by strong growth in On-Net customers (+15%), customer sites (+21%), and orders per customer (+10%). - The adjusted EBITDA loss for the quarter decreased by E5.4 million vs. Q4 2000, as SG&A expenses were reduced by E5 million to E25.3 million. - Lyon turned EBITDA positive this quarter, 20 months after launch.

Comple Tel Europe Nv – REPURCHASE AND RESTRICTION AGREEMENT (April 2nd, 2001)

REPURCHASE AND RESTRICTION AGREEMENT THIS REPURCHASE AND RESTRICTION AGREEMENT (this "AGREEMENT") is entered into as of this 27th day of November, 2000, by and between CompleTel LLC, a Delaware, USA limited liability company ("LLC"), and Martin Rushe ("YOU"). RECITALS A. You hold the number of unvested time-vesting membership units of LLC ("UNITS") shown on EXHIBIT A. B. You wish to have your Units repurchased (the "REPURCHASE") for ordinary shares of CompleTel Europe N.V. ("Europe NV") held by LLC ("NV SHARES"), and LLC is willing to repurchase the Units from you on the terms and conditions of this Agreement. AGREEMENT NOW THEREFORE, you and LLC agree as follows: 1. REPURCHASE OF UNITS FOR NV SHARES. (a) Subject to the conditions in Section 6, in the Repurchase LLC will repurchase your Units in considerati

Comple Tel Europe Nv – LOAN AGREEMENT (April 2nd, 2001)

LOAN AGREEMENT This Loan Agreement (this "AGREEMENT") is entered into to be effective as of the ___ day of March, 2000 between (1) COMPLETEL EUROPE N.V., a public company (NAAMLOZE VENNOOTSCHAP) incorporated under the laws of The Netherlands, having its statutory seat at Amsterdam, The Netherlands and its registered office at Drentestraat 24, 1083 HK Amsterdam, The Netherlands ("the LENDER"); and (2) [the Employee indentified in Schedule I hereto] (the "BORROWER"). WHEREAS A. The Lender is offering certain of its ordinary shares in an Initial Public Offering (the "IPO"). The Borrower has borrowed E[amount of loan] from Paribas for a term of 18 months (the "PARIBAS LOAN") to enable her to subscribe for and purchase shares in the IPO (the "PURCHASED SHARES"). The Paribas Loan incurs bank fees totalling (U)[amount of fees] (the "PARIBAS BANK FEES") and accrues

Comple Tel Europe Nv – PLEDGE AND SECURITY AGREEMENT (April 2nd, 2001)

PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT, dated as of December 21, 2000, is by and between WILLIAM H. PEARSON (the < < PLEDGOR > >), and COMPLETEL EUROPE N.V., a public limited company incorporated under the laws of The Netherlands, having its seat at Amsterdam and its principal place of business at Kruisweg 609, 2132 NA Hoofddorp, The Netherlands (referred to herein as either the < < SECURED PARTY > > or the "COMPANY"). RECITAL The Pledgor acknowledges that he has borrowed from the Company and has agreed to pay the sum of One Million Five Hundred Thousand Dollars and 00/00 Cents ($1,500,000.00) plus all accrued interest thereon pursuant to a Promissory Note made by the Pledgor payable to the order of the Secured Party, of even date herewith (the < < NOTE > >). AGREEMENT In consideration of the Recital and to induce the Secured Party to ac