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                                                                       EXHIBIT 6

                   PRINCIPAL PAYING AGENT, CONVERSION AGENT,
                          CONVERSION CALCULATION AGENT
                            AND REGISTRAR AGREEMENT
                             Dated 17 December 1999

                                    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

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     This Agreement is made on 17 December 1999 between:

     (1)   VERSATEL TELECOM INTERNATIONAL N.V. as issuer of the Notes referred
           to below (the "ISSUER"), and

     (2)   ING BANK N.V. (the "BANK") at its specified offices in Amsterdam, the
           Netherlands as principal paying agent, conversion agent conversion
           calculation agent and registrar;

     Whereas:

     (A)  The Issuer will issue 4.0% Convertible Senior Notes due 2004 (the
          "NOTES") in the aggregate initial principal amount of up to EUR
          300,000,000 convertible into ordinary shares, nominal value NLG 0.05
          per share of the Issuer in a form representing good delivery for the
          purposes of settlement on the AEX (the "ORDINARY SHARES"), and

     (B)  The Issuer wishes to appoint a principal paying agent, a conversion
          agent, a conversion calculation agent and a registrar to perform
          certain duties in connection with the payment of interest on,
          conversion of, and registration and transfer of, the Notes.

     Now it is hereby agreed as follows:

SECTION 1 -- DEFINITIONS

     Capitalized terms used herein and not otherwise defined shall, unless the
context otherwise provides, have the meanings specified in the Terms and
Conditions of the Notes (the "CONDITIONS") which are attached hereto as ANNEX 1.
For purposes of this Agreement:

     "BUSINESS DAY" means a day on which Euroclear, Cedel (as defined below) and
banks in Amsterdam, are open for business.

     Unless otherwise specified, all references herein to Sections, Exhibits and
Annexes are to sections, exhibits, annexes in or to this Agreement. The words
"HEREOF", "HEREIN" and "HEREUNDER" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement.

SECTIONS 2 -- APPOINTMENTS

     The Issuer hereby appoints the Bank to act as registrar (the "REGISTRAR"),
the principal paying agent (the "PAYING AGENT"), conversion agent (the
"CONVERSION AGENT"), and conversion calculation agent (the "CONVERSION
CALCULATION AGENT") in respect of the Notes and in accordance with the
provisions of this Agreement and the Conditions. The Bank hereby accepts such
appointment. The Paying Agent, the Conversion Agent, the Conversion Calculation
Agent and the Registrar are collectively referred to herein as the "AGENTS" and
each an "AGENT". The Issuer reserves the right to vary or terminate the
appointment of any Agent, or to appoint additional or other registrars, paying
agents, conversion agents or conversion calculation agents, to approve any
change in the office through which the registrar or any such agent acts,
provided that there will at all times be a registrar, paying agent in Amsterdam,
conversion agent in Amsterdam and conversion calculation agent for the Notes.

SECTION 3 -- THE NOTES

SECTION 3.1 -- FORM OF THE NOTES

3.1.1     Notes issued in definitive, fully registered and certificated form
          will be substantially in the form attached hereto as ANNEX 2A AND 2B.
          The Notes may have notations, legends or endorsements as required by
          law securities exchange rules or usage. Each Note shall be dated the
          date of its authentication, as provided in Section 3.2. Except as set
          forth in Condition 1(5) of the Conditions, individual definitive Note
          certificates shall not be issued. The Conditions will be attached to
          each Note in definitive form, if attached.

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3.1.2.     The Notes shall on issue be represented by two permanent global
           certificates (each a "GLOBAL NOTE" and collectively, the "GLOBAL
           NOTES") in registered form, without interest coupons. Notes sold in
           reliance on Rule 144A ("RULE 144A") under the United States
           Securities Act of 1933, as amended (the "SECURITIES ACT") shall be
           known as "RESTRICTED NOTES". Restricted Notes will initially be
           represented by a single global Note in fully registered form without
           interest coupons (the "U.S. GLOBAL NOTE"). The U.S. Global Note will
           initially be registered in the name of, and be deposited with, a
           common depository for Morgan Guaranty Trust Company of New York, as
           operator of the Euroclear System ("EUROCLEAR") and Cedelbank
           ("CEDEL") or a nominee thereof. Certificates with respect to Notes
           sold in reliance on Regulation S under the Securities Act will be
           known as "UNRESTRICTED NOTES". The Unrestricted Notes will initially
           be represented by a single global Note in fully registered form
           without interest coupons (the "EUROPEAN GLOBAL NOTE" and together
           with the U.S. Global Note, the "GLOBAL NOTES"). The European Global
           Note will initially be registered in the name of, and deposited with
           a common depository for Euroclear ad Cedel, or a nominee thereof. The
           Global Notes shall be substantially in the form attached hereto as
           ANNEX 3A and ANNEX 3B hereto. The Conditions will be attached to each
           of the Global Notes.

3.1.3.     Each Global Note shall represent the outstanding Notes as shall be
        specified therein and shall provide that it shall represent the
        aggregate amount of outstanding Notes from time to time endorsed thereon
        and that the aggregate amount of outstanding Notes represented thereby
        may from time to time be increased or reduced to reflect transfers or
        exchanges. Any endorsement of a Global Note to reflect the amount of any
        increase or decrease in the amount of the outstanding Notes represented
        thereby shall be made by the Registrar or at the direction of the
        Registrar.

     The Notes shall be issuable in minimum denominations of EUR 1,000 and any
amount in excess thereof that is a whole multiple of EUR 1,000.

SECTION 3.2 -- EXECUTION AND AUTHENTICATION

     Each Global Note shall be signed manually by two duly authorized
signatories of the Issuer and dated the date of payment of the net subscription
;moneys for the Notes to the Issuer. Each Global Note shall be authenticated
manually by or on behalf of the Registrar as is required under the applicable
regulations and conventions of Euroclear and Cedel respectively, pursuant to an
order delivered by the Issuer to the Registrar, and signed by one of the
Issuer's authorized signatories.

SECTION 4 -- PAYMENT

SECTION 4.1 -- PAYMENT TO THE PAYING AGENT

4.1.1.     The Bank shall act as Paying Agent with respect to the Notes until
        such time as the Issuer varies such appointment. On the Record Date with
        respect to any payment due in respect of the Notes, the Registrar shall
        inform the Paying Agent of the principal amount of Notes represented by
        the U.S. Global Note and the principal amount of Notes represented by
        the European Global Note. The Paying Agent shall notify the Issuer as to
        the amount of such payment to be made to the Paying Agent.

4.1.2.     In order to provide for the payments due in respect of the Notes
        outstanding on the Record Date, the Issuer shall unconditionally pay, or
        cause to be paid, to the Paying Agent, for value on the second Business
        Day prior to the date such amounts in euro in respect of the Notes are
        due, an amount in immediate available funds sufficient (together with
        any funds then held by the Paying Agent which are available for such
        purpose) to pay the amount due in respect of, respectively the U.S.
        Global Note and the European Global Note in accordance with this
        Agreement and as provided in the preceding paragraph. Funds received by
        the Paying Agent shall not be invested.

4.1.3.     The Issuer hereby authorizes and directs the Paying Agent, from the
        amounts so transferred to it, to make payment on the Notes, as specified
        in Section 4.3 below, on the relevant Payment Date as set forth in the
        Conditions, and the Paying Agent shall ensure that such payments are
        credited to the respective recipients in a timely manner.

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4.1.4.     Any funds paid by or on behalf of the Issuer to the Paying Agent
        pursuant to the Section 4.1.2 shall be held for payment to the
        Noteholders and the Issuer shall not be entitled to repayment of any
        part of such funds, until any Notes become void. In that event the
        Paying Agent shall forthwith transfer such funds to an account of the
        Issuer with a credit institution in the Netherlands to be designated by
        the Issuer up to a sum equivalent to the full amount which would
        otherwise have been payable on the relevant Notes.

SECTION 4.2 -- NOTIFICATION OF PAYMENT

     The Issuer shall on or before 10:00 a.m. (Amsterdam time) on the Business
Day prior to each Due Date for payment in respect of the Notes procure that the
bank through which such payment is to be made will send the Paying Agent
confirmation that it has received from the Issuer an irrevocable instruction to
make the relevant payment (by tested telex or authenticated SWIFT
MT-100-Message).

SECTION 4.3 -- PAYMENT BY PAYING AGENT

     Out of the sums paid to the Paying Agent in respect of interest and
principal on the Notes, the Paying Agent will make payments in accordance with
the Conditions to the order of the registered holder of the Notes on the Record
Date Euroclear and Cedel in euro. The Paying Agent shall obtain from the
Registrar, and the Registrar shall supply, such details as are required for the
Paying Agent to make payment as stated above.

SECTION 4.4 -- STATUS OF NOTES

     The Issuer agrees, and each holder of a Note by accepting a Note agrees,
that the indebtedness evidenced by the Notes is unsubordinated and unsecured
indebtedness of the Issuer ad will rank equal in right of payment with each
series of Existing Notes and all other unsubordinated unsecured indebtedness of
the Issuer and the Notes will be senior in right of payment to all other
subordinated indebtedness of the Issuer. The Paying Agent may continue to make
payments on the Notes and shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of such payment until it
receives notice reasonably satisfactory to it that payments are not be made
under this Section 4 and, prior to the receipt of such notice, the Paying Agent
shall be entitled to assume conclusively that no such facts exist.

SECTION 5 -- NOTICE IN THE EVENT OF NON-PAYMENT

     The Paying Agent shall forthwith notify the Issuer if it has not received
payment unconditionally in the manner provided in section 4.1 or if it has not
received the confirmation required to be delivered in accordance with Section
4.2.

SECTION 6 -- ADVANCES

     If the amounts required for the payment of Accreted Principal Amount,
interest or otherwise are not, or not fully, received by the Paying Agent at the
time and in the manner provided for in Section 4.1 and if the Paying Agent has
received the confirmation delivered in accordance with Section 4.2, the Paying
Agent shall be entitled, but not in any event be obliged, to advance the
necessary funds and to charge the Issuer interest on the amount of such advance
at the rate applied by it from time to time on overdraft facilities extended to
prime borrowers.

SECTION 7 -- EXCHANGE

SECTION 7.1 -- DUTIES OF THE CONVERSION AGENT

     The Conversion Agent shall accept deposit on behalf of the Issuer of a
Conversion Notice in the form of Exhibit A hereto (in duplicate), duly completed
and signed, and any amount payable by he relevant holder under Condition 5;
provided that the foregoing procedures shall at all times be subject to the
rules and procedures governing the operations of Euroclear as the case may be
(if applicable).

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SECTION 7.2 -- NOTES HELD BY CONVERSION AGENT

     On deposit of a Conversion Notice (in duplicate) (and transfer of the
corresponding principal amount of Notes and payment of any required amount), in
accordance with Section 7.1 hereof, the Conversion Notice shall (i) verify that
the person presenting the Conversion notice is a beneficial holder of the Note
referenced in the Notice; (ii) verify that the Conversion Notice (in duplicate)
has been duly completed and signed in accordance with its terms; (iii) verify
that the Conversion Notice is accompanied by all amounts payable, if any, by the
holder or a Holding Participant, as the case may be, under Condition 5; (iv) in
the case of Global Notes, verify that a corresponding principal amount of Notes
has been transferred to the account of the Conversion Agent with Euroclear
and/or Cedel; (v) endorse the Conversion Notice to that effect; (vi) indicate on
the Conversion Notice whether it relates to Notes represented by the European
Global Note or Notes represented by the U.S. Global Note and (vii) forthwith
notify the Issuer, the Registrar and the Issuer's Amsterdam dividend paying
agent in respect of the Ordinary Shares (the "DIVIDEND AGENT"), which on the
date of this Agreement is ING Bank N.V. Bijlmerplein 888, 1102 BD
Amsterdam-Zuidoost, The Netherlands (in the manner specified in EXHIBIT B hereto
or such other form as small for the time be the current form) by facsimile of
the information required by EXHIBIT B with respect to each such Conversion Note.

     Each Conversion Notice will specify (i) the method by which the Noteholder
will acquire the Ordinary Shares, deliverable upon conversion of the Notes to
which it relates provided that the owners of beneficial interests in Global
Notes will be required to take delivery of Ordinary Shares in the form of a
beneficial interests held through a Euroclear Participant or Cedel Participant.

SECTION 7.3 -- NOTIFICATION TO THE CONVERSION AGENT

7.3.1      As soon as possible upon receipt of the nonfication referred to in
           Section 7.2, but in any case no later than three Trading Days after
           the Conversion Date, the Issuer shall cause the Dividend Agent to
           notify the Conversion Agent by facsimile (in the manner specified in
           EXHIBIT C hereto), in the case of a Note in respect of which the
           Conversion Right has been exercised, confirming transfer in
           accordance with such Conversion Notice of the relevant Ordinary
           Shares.

7.3.2      Promptly upon receipt of the verification referred to in Section
           7.3.1 hereof, but not before, the Registrar shall remove the name of
           the relevant Noteholder from the Register or reduce the number of
           Notes of which it is holder, as appropriate, and decrease the
           aggregate principal amount of the Global Notes which represented the
           Note(s) to which the Conversion Notice relates.

SECTION 7.4 -- ISSUER TO PROVIDE CONVERSION NOTICE

     Promptly upon request from time to time, the Issuer will provide the
Conversion Agent with copies of the form of Conversion Notice for the time being
current. The Conversion Agent shall not be responsible for taking notice of
public announcements of changes to the Issuer's share capital or other events
which may affect the Conversion Price. If required by any Noteholder, the
Conversion Agent shall make Conversion Notices available to Noteholders.

SECTION 7.5 -- CONDITIONS

The Issuer undertakes to comply with the Conditions with respect to conversion
of the Notes and (where so required in accordance with the Conditions) to cause
Ordinary Shares to be transferred in satisfaction of the Conversion Right in
accordance with the provisions hereof and the Conditions.

SECTION 8 -- REPAYMENT AND EARLY REDEMPTION

SECTION 8.1 -- NOTICE OF REDEMPTION

     If the Issuer intends to redeem the Notes in accordance with Condition
5(2), it shall give notice to the Registrar of its intention in writing at least
15 days before the giving of the notice of redemption required to be given to
Noteholders pursuant to such condition. Such notice shall state the date on
which such Notes are to be redeemed and the principal amount of Notes to be
redeemed.
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SECTION 8.2 -- REDEMPTION NOTICE

     The Registrar shall publish the notice required in connection with such
redemption (after approval of such form of notice by the Issuer) as provided in
Condition 10 of the Conditions. Such notice shall specify that date fixed for
redemption, the redemption price and the manner in which redemption will be
effected.

SECTION 8.3 -- PARTIAL REDEMPTION

     If fewer than all the outstanding Notes are to be redeemed the Paying Agent
shall select by lot, in accordance with the Rules and Regulations of the
Official Market of Amsterdam Exchanges N.V.'s stock market and in such manner as
the Paying Agent shall deem appropriate and fair, the Notes to be redeemed.

SECTION 9 -- CANCELLATION OF NOTES

SECTION 9.1 -- CANCELLATION BY PAYING AGENT

     All Notes which are redeemed or converted shall be deemed to be cancelled
by the Registrar (if not already cancelled) and the aggregate principal amount
of the relevant Global Note shall be reduced accordingly.

SECTION 9.2 -- CANCELLATION BY ISSUER

     The Issuer and any of its subsidiaries of affiliates may at any time
purchase Notes in the open market or otherwise, subject to the provisions of
Condition 5(20). All Notes which are so purchased will be deemed to be cancelled
by the Registrar and the aggregate principal amount of the relevant Global Note
shall be reduced accordingly.

SECTION 9.3 -- CANCELLED NOTES

     Each of the Paying Agent and Conversion Agent, shall provide to the
Registrar all information required by the Registrar in order to give all the
relevant details for the purpose of Section 9.4 hereof to the Registrar.

SECTION 9.4 -- CERTIFICATION OF PAYMENT DETAILS

     Subject to receipt of the relevant information, each of the Paying Agent
and the Conversion Agent, shall as soon as practicable, and in any event within
one month after the end of the calendar quarter during which any such
redemption, conversion or payment (as the case may be) takes place, furnish the
Issuer and the Registrar with a certificate stating (as applicable): (i) the
aggregate amounts paid in respect of Notes redeemed or purchased by the Issuer
and cancelled; and (ii) the aggregate principal amount of Notes converted and
cancelled.

SECTION 9.5 -- RECORDS

     Subject to the receipt of the relevant information each of the Paying Agent
and the Conversion Agent shall keep a full and complete record of all Notes and
of their redemption, repurchase, conversion, payment, cancellation, despatch and
replacement (as appropriate) and shall make such record available at all
reasonable times to the Issuer and the Registrar.

     The Registrar shall notify each of the Paying Agent and the Conversion
Agent of the aggregate principal amount of the Notes which are issued and the
same shall form the basis of the records to be kept by each of the Agents.

SECTION 10 -- DUTIES TO THE REGISTRAR

SECTION 10.1 -- THE REGISTRAR

10.1.1     The Registrar, shall maintain a register (the "REGISTER") in
           Amsterdam in accordance with the Conditions and the Regulations
           referred to in Section 11 hereof. The Register shall show the
           aggregate amount of Notes represented by each Global Note at the date
           of issue and all subsequent transfers and changes of ownership and
           changes resulting from increases in Accreted Principal Amount in

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        accordance with the definition thereof set forth in Condition 5(24) in
        respect thereof and the names and addresses of the registered holders of
        the Notes.

10.1.2     The Registrar shall at reasonable time make the Register available to
           the Issuer, the Agents or any person authorized by any of them for
           inspection and for the taking of copies thereof or extracts therefrom
           and the Registrar shall deliver, at the expense of the Issuer, to
           such persons all such lists of holders of Notes, their addresses,
           registered accounts, holdings and other details as they may request.

SECTION 10.2 -- TRANSFERS

10.2.1     The Registrar will receive requests for the transfer of Notes and
           effect the necessary entries. Transfers of Notes will be made in
           accordance with the Conditions (including all applicable U.S. laws
           and regulations), the procedures established for this purpose among,
           Euroclear, Cedel and the Registrar, any applicable transfer
           restrictions imposed by law and the regulations of Euroclear and
           Cedel applicable to such transfers. Any such transfer which results
           in a change to the aggregate principal amount of each of the Global
           Notes held by the common depository for Euroclear and Cedel will be
           notified by the common depository for Euroclear and Cedel to the
           Registrar. The Registrar shall promptly enter details of the transfer
           in the Register which shall cause the aggregate principal amounts
           represented by each Global Notes to be amended accordingly and shall
           notify the Conversion Agent.

10.2.2     During the period commencing on the Record Date (as defined in
           Condition 6(4) of the Conditions) and ending on the related Payment
           Date (both dates inclusive), the Registrar shall not effect any
           transfer of Notes pursuant to Condition 2(4).

10.2.3     Every Restricted Note shall be subject to the restrictions on
           transfer provided in the legend (the "SECURITIES ACT LEGEND") to be
           set forth on the face of, if applicable, each Restricted Note.
           Whenever a Restricted Note is presented for registration of transfer
           or a replacement Certificate issued in respect of a Restricted Note,
           the Registrar shall only deliver Certificates with respect to
           Restricted Notes that bear the Securities Act Legend, unless there is
           delivered to the Registrar satisfactory evidence, which may include
           an opinion of counsel, as reasonably be required by the Issuer, that
           neither the Securities Act Legend nor the restrictions on transfer
           therein are required to ensure compliance with the provisions of the
           provisions of the U.S. Securities Act of 1993, as amended.

SECTION 10.3 -- MISCELLANEOUS

     The Registrar will carry out such other acts as may be necessary to give
effect to the Conditions and the other provisions of this Agreement.

SECTION 11 -- CONVERSION CALCULATION AGENT

SECTION 11.1 -- ISSUER TO PROVIDE NOTICE

     The Issuer shall notify the Conversion Calculation Agent as soon as
practicable of any event giving rise to an adjustment of the Conversion Price
pursuant to Condition 5, the date on which such event takes effect and such
other particulars and information as the Conversion Calculation Agent may
reasonable require.

SECTION 11.2 -- DUTIES OF THE CONVERSION CALCULATION AGENT

     Upon the occurrence of an event specified in Conditions (5(12), (5(13),
(5(14), (5(15), (5(16), or (5(17), the Conversion Calculation Agent shall
calculate the adjustment to the Conversion Price in accordance with the
Conditions. Upon the occurrence of an event specified in Condition (5(17), and
in accordance with the terms thereof, the Conversion Calculation Agent shall
calculate such adjustments as the Company, in consultation with the Conversion
Calculation Agent, shall consider appropriate to take account of such event.

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SECTION 11.3 -- PUBLICATION OF ADJUSTMENTS

     The Conversion Calculation Agent shall publish any adjustment to the
Conversion Price in accordance with Condition 10.

SECTION 11.4 -- ADJUSTMENT BINDING

     Adjustments calculated by the Conversion Calculation Agent in good faith
and in accordance with the terms of this Agreement, and published in accordance
with Section 11.3 shall be binding (in the absence of manifest error, negligence
or willful default) on all parties concerned.

SECTION 11.5 -- LIABILITY OF CONVERSION CALCULATION AGENT

     The Conversion Calculation Agent shall only be liable for making or not
making adjustments, or taking or not taking, any other measures in connection
with the Notes, if and to the extent that it fails to show the due care of a
proper merchants. The Conversion Calculation Agent may, after prior consultation
with the Issuer, engage the advice or services of any lawyers or other experts
whose advice or services may to it seem necessary and may rely, after
consultation with the Issuer, upon any advice so obtained and the Conversion
Calculation Agent shall incur no liabilities as against the Issuer or the
Noteholders in respect of any action taken or suffered to be taken, in
accordance with such advice and good faith.

SECTION 12 -- REMUNERATION

SECTION 12.1 -- FEES

     The Issuer shall, in respect of the services to be performed by each of the
Agents under this Agreement, pay to each of the Agents the commissions, fees and
expenses of each of the Agents as separately agreed in writing with each of the
Agents.

SECTION 12.2 -- COSTS

     The Issuer shall pay to each of the Agents all reasonable out-of-pocket
expenses incurred by it in its agency capacities in connection with the services
performed under this Agreement, including attorneys fees and expenses, or in
connection with the investigation or defence of any claims arising out of any
action taken or omitted in connection with this Agreement (except where such
claims result from the misconduct, negligence, willful default, bad faith or
breach of terms of this Agreement by such Agent, its officers, agents or
employees) promptly upon receipt from such Agent of notification of the amount
of such expenses together with the relevant invoices and/or receipts.

SECTION 12.3 -- STAMP DUTIES

     The Issuer shall pay or reimburse all stamp, transaction and other taxes,
fees or duties, if any, to which this Agreement may be subject.

SECTION 13 -- GENERAL BANKING CONDITIONS

     The general conditions of the Agent, as amended from time to time (the
"General Conditions") shall be applicable to this Agreement. In the event of a
conflict between such General Conditions and the terms of this Agreement, the
latter shall prevail.

SECTION 14 -- MISCELLANEOUS

SECTION 14.1 -- PUBLICATION OF NOTICES

     On behalf of and at the request and expense of the Issuer, the Registrar
will promptly cause to be published any notices required to be given by the
Issuer with respect to the Notes in accordance with any of the Conditions.

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SECTION 14.2 -- NO IMPLICIT DUTIES

     Each Agent shall be obliged to perform such duties, and only such duties as
are herein and in the Conditions specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Conditions against any of
them. Each Agent in any of its agency functions under this Agreement shall be
under no obligation to take any action hereunder which may involve any
expenditure of funds or liability, the payment of which within a reasonable time
is not, in its reasonable opinion, assured to it.

SECTION 14.3 -- NO AGENCY OR TRUST

     In acting hereunder and in connection with the Notes, each Agent shall act
solely as agent of the Issuer and will not thereby assume any obligations
towards, or relationship of agency or trust for, any of the Noteholders. In
particular, without limitation, each Agent does not assume any independent
payment obligation to the Noteholders in respect of any funds held by it, at any
time, pursuant to this Agreement.

SECTION 14.4 -- LIABILITY

     Each Agent shall be protected and shall incur no liability for or in
respect of any action properly taken, omitted or suffered in reliance, upon any
instruction, request or order from the Issuer or any Noteholder, Note, form of
transfer, Conversion Notice, resolution, direction, consent, certificate,
affidavit, statement, telex, facsimile transmission or other paper or document
believed by it in good faith to be genuine and to have been delivered, signed or
sent by the proper party or parties.

SECTION 14.5 -- INDEMNITY BY THE ISSUER

     The Issuer will indemnify each Agent against any loss, liability,
reasonable cost, claim, action or demand which it may properly incur or which
may be made against it arising out of or in relation to or in connection with
its appointment or the exercise of its function under this Agreement, except
such as may result from a breach by it for this Agreement or its own misconduct,
willful default, negligence or bad faith or that of its officers, employees,
agents or any of them. The provisions of this Section 14.5 and of Sections 12.1
and 12.2 shall survive payment in full of all sums in respect of the Notes, the
resignation or removal of such Agent and termination of this Agreement.

SECTION 14.6 -- LIABILITY OF THE AGENT

     No Agent shall be liable for any loss, liability, cost, claim, action or
demand arising under this Agreement except to the extent due to its misconduct,
negligence, willful default or bad faith or that of its officers, agents or
employees. The provisions of this Section 14.6 shall survive the payment in full
of all sums in respect of the Notes, the resignation or removal such Agent and
the termination of this Agreement.

SECTION 14.7 -- ADVICE OF COUNSEL

     The Agent may consult with counsel satisfactory to it and the advice or
opinion of counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it hereunder in good faith and
without negligence.

SECTION 14.8 -- COPIES OF DOCUMENTS

     So long as any of the Notes remains outstanding, the Issuer shall provide
the Payment Agent with a sufficient number of copies of each of the documents
which are required to be made available by stock exchange regulations or stated
as being available in the offering circular relating to the Notes and, subject
to being provided with such copies, each Payment Agent will procure that such
copies shall be available at its specified office for examination by Noteholders
and that copies thereof will be furnished to the Noteholders upon request.

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SECTION 14.9 -- ACQUISITION OF NOTES

     Each of the Agent and its officers, directors and employees, in an
individual capacity or any other capacity, may become the owner of, or acquire
any interest in, any Notes, ordinary shares of the Issuer into which the Notes
may be converted, or other obligations or securities of the Issuer, or any other
person with the same rights that it or they would have if it were not appointed
hereunder, and may engage or be interested in any financial or other transaction
with the Issuer or any other person and may act on, or as depository, trustee or
agent for, any committee or body of holders of Notes or other obligations of the
Issuer or any other person as freely as if it were not appointed hereunder.

SECTION 14.10 -- MERGER

     Any corporation into which any Agent may be merged or converted or any
corporation with which any Agent may be consolidated or any corporation
resulting from any merger, conversion or consolidation to which any Agent shall
be a party shall to the extent permitted by applicable law, be a successor Agent
under this Agreement without the execution or filing of any paper or any further
action on the part of any of the parties hereto. Notice of any such merger,
conversion or consolidation shall forthwith be given to the Issuer and the
Noteholders.

SECTION 14.11 -- SEVERABILITY

     In the event that any one or more of the provisions contained in this
Agreement should be held invalid or unenforceable in any respect, the validity
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. The parties to this Agreement shall endeavour in good faith
negotiations to replace the invalid or unenforceable provisions with valid
provisions the effect of which comes as close as possible to that of the invalid
or unenforceable provisions.

SECTION 14.12 -- UNRESTRICTED PLACEMENT CERTIFICATES

     After the date which is the 40th day after the later of the commencement of
the offering of the Notes and the closing date for the Notes, the Issuer may,
and at the option of a Noteholder must, issue a replacement global certificate
("Unrestricted Replacement Certificates") in respect of Unrestricted Notes,
signed manually be two duly authorized signatories of the Issuer, and
authenticated manually or on behalf of the Registrar as is required under the
applicable regulations and conventions of Euroclear and Cedel, as applicable,
pursuant to an order delivered by the Issuer to the Registrar and signed by one
of the Issuer's authorized signatories. Such Unrestricted Replacement
Certificates shall be in the form of Annex 3B except that, in each case, the
legend set forth therein under the caption "Transfer" shall not appear.

SECTION 15 -- REPLACEMENT OF AGENTS

SECTION 15.1 -- AGENT REQUIRED

     The Issuer agrees that as long as any of the Notes are outstanding or until
monies for the payment of principal and interest on, and any other amounts due
with respect to, all Notes have been made available at the offices of the Paying
Agent and shall have been transmitted to the Noteholders, to the extent required
by the terms of such Notes, there shall at all times be a registrar, a
conversion agent, a conversion calculation agent and a paying agent in
Amsterdam, The Netherlands.

SECTION 15.2 -- APPOINTMENT

     The Issuer may appoint further or other agents. Subject to Section 15.1,
the Issuer may also terminate the appointment of any Agent at any time. Such
termination shall be effective by giving at least 90 days' written notice to
that effect to such Agent.

     However, no such notice relating to the termination of the appointment of
any Agent shall take effect until a new Agent has been appointed. The Issuer
shall procure that there is at all times an Agent performing the functions set
forth in this Agreement as required by the Conditions. The termination of the
appointment of any
                                      E-28
<PAGE>   11

Agent shall not take effect (i) until notice thereof shall have been given to
the Noteholders in accordance with Condition 9 of the Conditions; and (ii)
within the period commending 45 days immediately preceding any due date for a
payment in respect of the Notes and ending 15 days after such date.

SECTION 15.3 -- RESIGNATION

     An Agent may resign its appointment hereunder at any time by giving to the
Issuer at least 90 days' written notice to that effect unless shorter notice is
agreed by the Issuer, provided that (i) such resignation shall not take effect
until a new Agent performing the functions set forth in this Agreement has been
appointed; (ii) no such resignation shall take effect unless upon the expiry of
the notice period there is an Agent as required by Section 15 and the
Conditions, (iii) no such resignation shall take effect until notice thereof
shall have been given to the Noteholders in accordance with Condition 9 of the
Conditions, and (iv) no such notice shall be given so as to expire within a
period commencing 45 days immediately preceding any due date for a payment in
respect of the Notes and ending 15 days after such date.

SECTION 16 -- NOTICES

     Any communication shall be in English and shall be addressed to the
relevant party hereto as follows:

     (a)   If to the Issuer:
        VERSATEL TELECOM INTERNATIONAL N V
        Paalberg 36
        1105 BV Amsterdam-Zuidoost
        The Netherlands

     (b)   the Paying Agent, Conversion Agent, Conversion Calculation Agent and
           Registrar:
        ING BANK N.V.
        Bijlmerplem 888
        1102 BD Amsterdam
        The Netherlands

     Any communication shall be deemed to have been given when received by the
relevant party.

     Any of the parties named above may change its address for the purpose of
this Section 16 by giving notice of such change to the other parties to this
Agreement.

SECTION 17 -- AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 17.1 -- WITHOUT CONSENT OF NOTEHOLDERS

     The Issuer and the Agents may amend, supplement or modify this Agreement or
the Conditions without the consent of any Noteholder for the purpose of

     (a)   adding to the covenants of the Issuer for the benefit of the
           Noteholder; or

     (b)   surrendering any right or power conferred on the Issuer; or

     (c)   securing the Notes; or

     (d)   evidencing the succession of another entity to the Issuer and the
           assumption by any such successor of the covenants and obligations of
           the Issuer herein and in the Notes of such series as permitted by
           this Agreement and the Notes; or

     (e)   curing any ambiguity inconsistency, defect or omission herein or in
           the Notes in a manner which does not adversely affect the interests
           of any Noteholder.

SECTION 17.2 -- WITH CONSENT OF NOTEHOLDERS

     The Issuer and the Agents may amend, supplement or modify this Agreement or
the Conditions and past defaults under this Agreement or under the notes may be
waived with the written consent of the Noteholders of
                                      E-29
<PAGE>   12

not less than sixty-six and two thirds percent (66 2/3%) in aggregate principal
amount of the Notes outstanding. Any such written consent shall be arranged by
the Issuer or the Noteholders, and notified to the Registrar. Without the
written consent or affirmative vote of each Noteholder affected, no amendment,
supplement, modification or waiver under this Section may:

     (a)   waive a default in the payment of Accreted Principal Amount of or the
           interest on any Note, or change the stated maturity date of the
           principal of, or the dates for payment of interest on, any Note; or

     (b)   reduce the principal amount of, or interest rate on, any Note (other
           than in accordance with this Agreement and the Conditions) or

     (c)   change of the place or currency of payment of Accreted Principal
           Amount of, or interest on, any Note; or

     (d)   impair any right to institute suit for the enforcement of any payment
           on or with respect to any Note; or

     (f)   reduce the percentage in principal amounts of Notes, the consent of
           whose holders is required to amend, supplement or modify this
           Agreement or the Notes or to make, take or give any request, demand,
           authorization, direction, notice, consent, waiver (including waiver
           of future compliance or past failure to perform) or other action
           provided thereby to be made, taken or given. Prior to executing any
           amendment the Agent shall be entitled to receive an opinion of
           counsel stating that such amendment is permitted by this Agreement.

SECTION 18 -- GOVERNING LAW AND JURISDICTION

SECTION 18.1 -- GOVERNING LAW

     This Agreement shall be governed by and shall be deemed to be construed in
accordance with the laws of The Netherlands.

SECTION 18.2 -- JURISDICTION

     The competent court of Amsterdam, The Netherlands, shall have jurisdiction
to settle any disputes which may arise out of or in connection with this
Agreement. The Issuer for the benefit of the Agents and the Noteholders agrees
to submit to the exclusive jurisdiction of the competent courts of Amsterdam,
The Netherlands, for legal proceedings or legal actions arising out of or in
connection with this Agreement. This submission shall not affect the right of
the Agent to take legal action or bring legal proceedings against the Issuer in
any other court(s) of competent jurisdiction.

SECTION 19 -- COUNTERPARTS

     This Agreement may be executed in counterparts which when taken together
shall constitute one and the same instrument.

     This Agreement has been entered into on the date first written above.

VERSATEL TELECOM INTERNATIONAL N.V.

------------------------------------
Name:
Title:

ING BANK N.V.

------------------------------------
Name:
Title:

                                      E-30
<PAGE>   13

                                                                      APPENDIX 1

                       TERMS AND CONDITIONS OF THE NOTES

     The following (subject to completion and amendment, and other than the
words in italics) is the text of the terms and conditions of the Notes (the
"Terms and Conditions") which will be attached to the Certificates representing
the Global Notes and endorsed on the definitive Certificates issued in respect
of Notes should definitive Certificates be issued.

     The 4% Convertible Senior Notes due 2004 (the "Notes"), in the aggregate
principal amount of E225 million or up to E300 million including the
over-allotment option will be issued by VersaTel Telecom International N.V. (the
"Company") in amounts of E1,000 and integral multiples thereof without coupons.
The Notes are direct, unsecured obligations of the Company and will rank pari
passu with VersaTel's 13 1/4% Senior Notes due 2008, and with each series of
VersaTel's 11 7/8% Senior Dollar Notes due 2009 and VersaTel's 11 7/8% Senior
Euro Notes due 2009 (collectively, the "Existing Notes"). The Notes will mature
on December 17, 2004 and be payable at a price of 126.6642% of the initial
principal amount. The Notes will bear interest at 4% per annum from December 17,
1999, payable in arrears annually on December 17 of each year, commencing on
December 17, 2000.

     At any time on or after January 26, 2000 up to and including December 3,
2004, unless previously redeemed or repurchased, the Notes will be convertible
into Ordinary Shares of the Company, nominal value NLG0.05 per share (the
"Ordinary Shares"), initially at the conversion rate (the "Conversion Rate") of
23.0415 Ordinary Shares per E1,000 initial principal amount (and not their
Accreted Principal Amount) (representing a conversion price of E43.4000 per
Ordinary Share), subject to adjustment upon the occurrence of certain events
described in Condition 6.

     The Notes are redeemable at the option of the Company, in whole or in part,
at any time on or after December 24, 2002, upon not more than 60 days nor less
than 30 days prior notice, at their Accreted Principal Amount plus accrued
interest to but excluding the Redemption Date (as defined below), provided that
the official closing price of the Ordinary Shares as derived from the Official
Price List of Amsterdam Exchanges N.V. (the "AEX") on each of 30 consecutive
Trading Days ending no more than five Trading Days prior to the date on which
notice of redemption is given to Noteholders shall have been at least 130
percent of the Effective Conversion Price in effect on each of such Trading
Days, where "Effective Conversion Price" is equal to the Accreted Principal
Amount together with accrued interest divided by the Conversion Rate in effect
at that time.

     The Company has entered into a paying agency, conversion agency, conversion
calculation agent and registrar agreement (the "Agency Agreement") dated
December 17, 1999 with ING Bank N.V. as Principal Paying Agent, Conversion Agent
and Registrar, and ING Barings as Conversion Calculation Agent. Copies of the
Agency Agreement are available for inspection by holders of the Notes at the
specified offices of ING Bank N.V. The holders of the Notes are bound by, and
are deemed to have notice of, all of the provisions of the Agency Agreement.

1.  DENOMINATION AND FORM

     (1)  The Notes will be issued in registered form in denominations of E1,000
and integral multiples thereof without interest coupons. A certificate (each a
"Certificate") will be issued to each holder of Notes in respect of its
registered holding of Notes. Each Note and each Certificate will have an
identifying number which will be recorded on the relevant Certificate and in the
Register (as defined in Condition 1(2)). The Notes are not issuable in bearer
form.

     (2)  Notes sold in reliance on Rule 144A ("Rule 144A") under the United
States Securities Act of 1933, as amended (the "Securities Act"), shall be known
as "Restricted Notes". Restricted Notes will initially be represented by a
single permanent global Certificate in fully registered form without interest
coupons (the "U.S. Global Note"). The U.S. Global Note will initially be
registered in the name of, and deposited with a common depositary for Morgan
Guaranty Trust Company of New York, as operator of the Euroclear System
("Euroclear") and Cedelbank, or a nominee thereof. Notes sold in reliance on
Regulation S under the Securities Act will be
                                      E-31
<PAGE>   14

known as "Unrestricted Notes". The Unrestricted Notes will initially be
represented by a single permanent global Certificate in fully registered form
without interest coupons (the "European Global Note" and together with the U.S.
Global Note, the "Global Notes"). The European Global Note will initially be
registered in the name of, and deposited with a common depositary for Euroclear
and Cedelbank, or a nominee thereof. Up to and including the fortieth day after
the later of the commencement of the initial offering of the Notes and the issue
date of the Notes, interests in the Notes represented by the European Global
Note may be held only through Euroclear or Cedelbank. Together, the Notes
represented by the European Global Note and the Notes represented by the U.S.
Global Note will have an aggregate Accreted Principal Amount and an aggregate
principal amount equal to the aggregate Accreted Principal Amount and the
aggregate principal amount, respectively, of the Notes outstanding at any one
time. Interests of participants in Euroclear and Cedelbank in the Notes will be
represented by book entries on the records of Euroclear and Cedelbank, as the
case may be. The amount of Notes represented by the European Global Note and the
U.S. Global Note will be evidenced by the register (the "Register") maintained
for that purpose by a registrar (the "Registrar"), which initially will be ING
Bank N.V.

     Certificates with respect to Restricted Notes sold in reliance on Rule 144A
will bear a legend (the "Securities Act Legend") stating that neither the Notes
nor the Ordinary Shares issuable upon conversion thereof have been or will be
registered under the Securities Act and that any purchaser of Notes agrees that
the Notes and the Ordinary Shares issuable upon conversion thereof may be
offered, sold, pledged or otherwise transferred only (i) to Morgan Stanley & Co.
International Limited or Lehman International (Europe) Limited or an affiliate
of either thereof, (ii) in compliance with Rule 144A to a person that the owner
of the Note or Ordinary Shares issuable upon the conversion thereof reasonably
believes is a qualified institutional buyer within the meaning of Rule 144A
purchasing for its own account or for the account of another qualified
institutional buyer, (iii) in an offshore transaction complying with Rule 903 or
904 of Regulation S under the Securities Act or (iv) pursuant to an exemption
from registration under the Securities Act provided by Rule 144 thereunder (if
available), in each case in compliance with the applicable securities laws of
the United States. Certificates with respect to Unrestricted Notes sold in
reliance on Regulation S under the Securities Act will not bear the Securities
Act Legend.

     (3)  Each Certificate and the Global Notes will bear the manual signatures
of two duly authorized signatories of the Company as well as the manual
signature of an authentication officer of the Registrar. Title to the Notes
passes only by a written deed of transfer signed by the transferor and
transferee followed by registration in the Register (as described below in
Condition 2(2)). The registered holder of any Note will (except as otherwise
required by law) be treated as its absolute owner for all purposes whether or
not it is overdue and regardless of any notice of ownership, trust or any
interest in it or any writing on, or the theft or loss of, the Certificate
issued in respect of it and no person will be liable for so treating such
holder. In these Terms and Conditions, "Noteholder" and (in relation to a Note)
"holder" means the person in whose name a Note is registered in the Register.

     (4)  Upon the issuance of the Global Notes, each of Euroclear and Cedelbank
will credit, on its respective book-entry registration and transfer system, the
respective principal amounts of the Notes represented by the U.S. Global Note or
the European Global Note, as the case may be, to the accounts of institutions
that have accounts with it (as the case may be, "Euroclear Participants" or
"Cedelbank Participants"). The accounts to be credited will be designated by
Morgan Stanley & Co. International Limited and Lehman International (Europe)
Limited. Ownership of beneficial interests in the Global Notes will be limited
to Euroclear Participants and Cedelbank Participants or persons that may hold
interests through Euroclear Participants or Cedelbank Participants. Ownership of
interests in the Global Notes will be shown on, and the transfer of those
ownership interests will be effected only through, records maintained by
Euroclear and Cedelbank (with respect to Euroclear Participants' and Cedelbank
Participants' interest).

     Rights of persons owning a beneficial interest in the Global Notes are
governed by the procedures of Euroclear or Cedelbank and, if such person is not
a Euroclear Participant or Cedelbank Participant, by the procedures of the
Euroclear Participant or Cedelbank Participant through which such person owns
its interest.

     (5)  So long as Euroclear, Cedelbank or a nominee thereof is the registered
holder and owner of a Global Note, Euroclear, Cedelbank or such nominee, as the
case may be, will be considered the sole owner and holder of

                                      E-32
<PAGE>   15

the related Notes for all purposes of such Notes and for all purposes under the
Terms and Conditions. So long as the Notes are represented by the Global Notes,
registration in a name other than that of Euroclear, Cedelbank or a nominee
thereof will not be permitted unless either (i) Euroclear or Cedelbank notifies
the Company that it is unwilling or unable to continue as a clearing system in
connection with a Global Note and a successor clearing system is not appointed
by the Company within 90 days after its receipt of such notice or (ii) the
Company shall have determined in its sole discretion that the Notes shall no
longer be represented by Global Notes. In these circumstances, title to a Note
may be transferred into the names of the persons owning the beneficial interests
therein and such persons will receive a definitive Certificate in respect
thereof in registered form. In no event will definitive notes in bearer form be
issued.

     In the absence of the circumstances set forth above, owners of beneficial
interests in a Global Note will not be entitled to have the Notes represented by
such Global Note registered in their names, will not receive or be entitled to
receive physical delivery of Notes in definitive form and will not be considered
the owners or holders of any Notes under such Global Note. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
to transfer or pledge beneficial interests in a Global Note.

2.  TRANSFER OF NOTES

     (1)  The Company will cause to be kept, at the office of the Registrar, the
Register on which shall be kept the names and addresses of the holders of the
Notes and the particulars of the Notes held by them and, subject to the
provisions of clauses (3) and (4) below, of all transfers and exchanges of
Notes.

     (2)  Subject to the Agency Agreement and clauses (3) and (4) below, a Note
may be transferred, in whole or in part (but only in authorized denominations),
by surrender of the Certificate issued in respect of that Note, with the form of
transfer duly completed and signed by the transferor and the transferee at the
specified office of the Registrar. No transfer of title to any Note will be
effective unless and until entered on the Register.

     (3)  Transfers of interests in Notes between and among Euroclear
Participants and Cedelbank Participants shall be effected in accordance with
procedures established by Euroclear and Cedelbank, as applicable.

     (4)  The exchange of an interest in a Note represented by the U.S. Global
Note for an interest in a Note represented by the European Global Note and vice
versa shall be recorded on the Register and shall be effected by an increase or
a reduction, as the case may be, in the aggregate amount of Notes represented by
the U.S. Global Note in the aggregate amount of transferred or converted Notes
and a corresponding reduction or increase, as the case may be, in the aggregate
amount of Notes represented by the European Global Note in the aggregate amount
of transferred or converted Notes.

     (5)  Exchanges pursuant to Condition 2(4) may not be effected during the
period commencing on the Record Date (as defined in Condition 6(4)) and ending
on the related Payment Date (as defined in Condition 6(5)) (both dates
inclusive).

     (6)  A conversion of Notes into Ordinary Shares will be recorded in the
Register and a corresponding reduction of the aggregate amount of the Notes
represented by the European Global Note or the U.S. Global Note, as the case may
be, shall be made.

     Upon the transfer or exchange of Restricted Notes or the replacement of
Certificates issued in respect of Restricted Notes, the Registrar will only
deliver Certificates with respect to Restricted Notes that bear the Securities
Act Legend unless there is delivered to the Registrar and the Company such
satisfactory evidence, which may include an opinion of counsel, as may
reasonably be required by the Company, that neither the Securities Act Legend
nor the restrictions on transfer set forth therein are required to ensure
compliance with the provisions of the Securities Act.

     Until and including the fortieth day after the later of the commencement of
the initial offering of the Notes and the latest original issue date of the
Notes (the "Restriction Date"), an interest in Notes represented by the European
Global Note may be transferred to a person who takes delivery in the form of an
interest in a Note represented by the U.S. Global Note only if the Registrar
receives a written certificate of the transferee (in the

                                      E-33
<PAGE>   16

form provided in the Agency Agreement) to the effect that it is purchasing such
interest for its own account or for an account or accounts with respect to which
it exercises sole investment discretion and that it and, if applicable, each
such account, is a qualified institutional buyer within the meaning of Rule
144A, in each case in a transaction complying in all respects with the
requirements of Rule 144A and in accordance with any applicable securities laws
of any State of the United States or any other jurisdiction. After the
Restriction Date, such restrictions and certification requirements will no
longer apply to such transfers of Unrestricted Notes. Interests in Notes
represented by a U.S. Global Note may be transferred to a person who takes
delivery in the form of an interest in the European Global Note, whether before,
on or after the Restriction Date, only if the Registrar receives a written
certificate from the transferor (in the form provided in the Agency Agreement)
to the effect that such transfer is being made in accordance with Rule 903 or
904 of Regulation S and that, if such transfer occurs on or prior to the
Restriction Date, such interest in the European Global Note will be held
immediately thereafter through Euroclear or Cedelbank.

     Transfers of Restricted Notes and interests therein shall also be subject
to compliance with the restrictions set forth in "Transfer Restrictions" found
elsewhere in this Offering Circular.

3.  RANKING

     The indebtedness evidenced by the Notes will be unsubordinated and
unsecured indebtedness of the Company and will rank equal in right of payment
with each series of Existing Notes and all other unsubordinated unsecured
indebtedness of the Company, and the Notes will be senior in right of payment to
all other subordinated indebtedness of the Company.

4.  INTEREST

     (1)  The Notes bear interest from December 17, 1999 at the rate of 4% per
annum (the "Rate of Interest"), payable annually in arrears on December 17 of
each year subject as provided in Condition 6.

     (2)  Each Note will cease to bear interest at the end of the day preceding
the Due Date (as defined in Condition 6(5)) for principal unless, upon due
presentation, payment of principal is improperly withheld or refused, in which
case such Note will continue to bear interest at the same rate until the end of
the day in which all amounts due in respect of such Note are received at the
office of a Paying Agent named in Condition 9 (each, a "Paying Agent"). In the
event the right to convert a Note has been exercised pursuant to Condition 5(4),
such Note shall cease to bear interest at the end of the day immediately
preceding the last Due Date for interest which precedes such conversion.

     (3)  If interest is required to be calculated for a period of less than a
full year, such interest shall be calculated on the basis of a 365-day year and
the actual number of days elapsed.

5.  REDEMPTION, PURCHASE AND CONVERSION

     (1)  Unless previously redeemed or converted as specified below, the
Company will redeem each Note at its Accreted Principal Amount on December 17,
2004 as provided in Condition 6. The Notes may not be redeemed at the option of
the Company other than in accordance with paragraphs (2) and (3) of this
Condition. Subject to Condition 5(3), the Notes may not be redeemed at the
option of the Noteholders.

     (2)  The Notes are not entitled to any sinking fund. At any time on or
after December 24, 2002, the Notes will be redeemable at the Company's option on
at least 30 and not more than 60 days' notice, as a whole or in part, at their
Accreted Principal Amount, together with accrued interest to, but excluding, the
date of redemption, provided that the official closing price of the Ordinary
Shares as derived from the Official Price List of the AEX on each of 30
consecutive Trading Days ending no more than five Trading Days prior to the date
on which the Redemption Notice is given to Noteholders is at least 130 percent
of the Effective Conversion Price in effect on each of such Trading Days, where
"Effective Conversion Price" is equal to the Accreted Principal Amount together
with accrued interest divided by the Conversion Rate in effect at such time. For
purposes of these Terms and Conditions, the term "Trading Day" shall mean a day
when the AEX is open for business. In the case of a partial redemption of Notes
pursuant to this Condition 5(2), the Notes to be redeemed will be selected

                                      E-34
<PAGE>   17

individually by lot in accordance with the requirements of the Official Market
of the AEX's stock market in such place as the Principal Paying Agent named in
Condition 9 shall approve and in such manner as the Principal Paying Agent shall
deem to be appropriate and fair, not more than 60 and at least 30 days prior to
the date fixed for redemption. The Company will give notice to the Noteholders
specifying the redemption date, the identifying numbers of the Notes drawn for
redemption not less than 30 days prior to that date. All Notes which are
redeemed by the Company will be cancelled and, accordingly, may not be reissued
or resold.

     (3)  In the event of a Change of Control of the Company, each Noteholder
will have the right to require the Company to redeem all (but not less than all)
of such Noteholder's Notes on the date that is 30 days after the date on which
such Change of Control occurs at the Accreted Principal Amount together with
accrued and unpaid interest to, but excluding, the redemption date. The Company
shall give each Noteholder notice of such Change of Control in accordance with
the provisions of Condition 10 hereof not later than 10 days after the date on
which such Change of Control occurs.

     "Capital Stock" is defined to mean, 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, including, without
limitation, if such Person is a partnership, partnership interests (whether
general or limited) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

     "Change of Control" is defined to mean such time as (i) a "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act)
(other than a Permitted Holder) becomes the ultimate "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total
voting power of the then outstanding Voting Stock of VersaTel on a fully diluted
basis ("Majority Voting Power") and such person or group has complied with the
Act on Notification of Major Shareholdings in Listed Companies 1996 ("Wet
melding zeggenschap in ter beurze genoteerde vennotschappen 1996") (the
"Notification Act") or, in the event of non-compliance with the Notification Act
by such person or group, such person or group exercises such Majority Voting
Power in a vote of the Company's shareholders; (ii) 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 VersaTel to any such "person" or "group" (other than to a Restricted
Subsidiary (as defined in the Existing Notes)); or (iii) the merger or
consolidation of VersaTel with or into another corporation or the merger of
another corporation with or into VersaTel 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.

     "Permitted Holder" is defined to collectively mean Telecom Founders B.V.,
NeSBIC Venture Fund C.V., Cromwilld Limited, Paribas Deelnemingen N.V., NPM
Capital N.V. and any affiliate of the foregoing Persons.

     "Person" is defined to mean any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company, government or any agency or political subdivision
thereof or any other entity.

     "Voting Stock" is defined to mean with respect to any Person, Capital Stock
of any class or kind ordinarily entitled to vote for the election of directors
thereof at a meeting of stockholders called for such purpose, without the
occurrence of any additional event or contingency.

     (4)  Each Noteholder has the right (the "Conversion Right") to convert its
Notes into Ordinary Shares, in a form representing good delivery for the
purposes of settlement on the AEX, at any time during the Conversion Period
referred to below, subject to compliance with the provisions of this Condition
5. On the Conversion Date, the right of the converting Noteholder to payment of
the Note to be converted shall cease, and in consideration thereof the Company
shall deliver Ordinary Shares as provided in this Condition 5. The "Conversion
Period" shall be the period commencing 26 January, 2000 up to and including
December 3, 2004; provided, that the right to convert Notes called for
redemption will terminate at the close of business on the fourteenth day before
the date fixed for redemption pursuant to either Condition 5(2) or 5(3) above
(each, a "Redemption Date") with respect thereto unless the Company defaults in
making the payment due upon redemption.

                                      E-35
<PAGE>   18

     (5)  The price at which Ordinary Shares will be delivered by the Company to
Noteholders upon conversion will be E43.4000 per Ordinary Share (the "Conversion
Price") subject to adjustments in the manner provided for in Conditions 5(12),
(13), (14), (15), (16), (17), (18) and (19). The number of Ordinary Shares to be
delivered on conversion of a Note will be determined by dividing the initial
principal amount of such Note (the "Original Issue Price") by the Conversion
Price. The result of such division shall be rounded to the fourth decimal place,
with 0.00005 being rounded upwards; so that 23.0415 Ordinary Shares will be
delivered upon conversion of each Note in the principal amount of E1,000,
subject to adjustment of the Conversion Price. If more than one Note is
converted at any one time by the same Noteholder the number of Ordinary Shares
to be delivered upon such conversion will be calculated on the basis of the
aggregate Original Issue Price of such Notes to be converted. A Conversion Right
may only be exercised in respect of an authorized denomination of a Note.

     (6)  No fractions of Ordinary Shares or scrip representing fractions of
Ordinary Shares will be issued on conversion, and no cash adjustment will be
payable in respect of fractions of Ordinary Shares or scrip representing
fractions of Ordinary Shares.

     Notes surrendered for conversion during the period from the close of
business of any Record Date next preceding any Payment Date for interest to the
opening of business on such Payment Date for interest (except Notes called for
redemption within such period) must be accompanied by payment of an amount equal
to the interest thereon which the registered holder is to receive as well as any
other amounts payable to the Company in respect of amounts under Condition 5(10)
hereof for which the holder is liable. No interest on Notes submitted for
conversion will be payable by the Company on any interest Payment Date
subsequent to the Conversion Date, except in the situation described in the
immediately preceding sentence. No other payment or adjustment for premium,
interest or dividends is to be made upon conversion.

     (7)  A Conversion Right may not be exercised by a Noteholder following the
giving of a Termination Notice pursuant to Condition 8 with respect to its
Notes.

     (8)  To exercise the Conversion Right the Noteholder must (i) deliver at
its own expense during normal business hours to the office of the conversion
agent named in Condition 9 (the "Conversion Agent") a notice of conversion (the
"Conversion Notice") duly completed and in duplicate form obtainable from the
office of the Conversion Agent, and (ii) transfer a corresponding principal
amount of Notes to the account of the Conversion Agent with Euroclear or
Cedelbank, as the case may be, and all amounts to be paid by the Noteholder
pursuant to Condition 5(6), and (iii) declare either that it is domiciled or has
residence outside the United States (which term, as used herein, means the
United States of America (including the States and the District of Columbia, its
territories, its possessions and other areas subject to its jurisdictions)) or
is a Qualified Institutional Buyer as defined in Rule 144A under the Securities
Act (in which event such Qualified Institutional Buyer will be required to
execute a letter in favor of the Company in the form attached to the Agency
Agreement). A Conversion Notice once received shall be irrevocable and become
effective on the day on which the conditions of sentence 1 of this Condition
5(8) have been fulfilled. Where the Note in respect of which the Conversion
Right is being exercised, is represented by a Global Note, the Conversion Notice
and the documentation referred to in (iii) above may be duly completed and
delivered to the Conversion Agent by the Euroclear Participant or Cedelbank
Participant, as the case may be, who is shown in the records of Euroclear or
Cedelbank, as the case may be, as the holder of a book-entry interest in such
Note at the time of the delivery of such Conversion Notice; provided that the
foregoing procedures shall at all times be subject to the rules and procedures
governing the operations of Euroclear or Cedelbank, as the case may be.

     (9)  The "Conversion Date" will be deemed to be the day immediately
following the date on which the Conversion Notice shall have become effective in
accordance with Condition 5(8) or, if such day is not a Trading Day, the next
Trading Day.

     (10)  A Noteholder exercising its Conversion Right must pay any taxes and
other duties arising on conversion of its Notes except for Netherlands capital
issue tax, which shall be borne by the Company.

     (11)  If Notes are converted on exercise of the Conversion Right, the
Company shall, as soon as practicable, and in any event not later than three
Trading Days after the Conversion Date, effect delivery of the Ordinary Shares
(which shall be deemed to be issued as of the relevant Conversion Date) through
the Company's issuing

                                      E-36
<PAGE>   19

agent with respect to the Company's bearer shares (currently ING Bank N.V.) to
Euroclear or Cedelbank; provided, however, that in relation to any Conversion
Right exercised during the twenty Trading Day period referred to in clause (ii)
of Condition 5(13), the Company shall not be required to make any delivery
pursuant to this Condition 5(11) until the later of (x) the third Trading Day
after the termination of such twenty Trading Day period, and (y) the time
otherwise required under this Condition 5(11).

     Owners of beneficial interests in the Global Notes will be required to take
delivery of any Ordinary Shares in the form of a beneficial interest held
through a Euroclear Participant or Cedelbank Participant.

     (12)  If the Company (i)(a) by granting its shareholders a direct or
indirect subscription right increases its share capital through the issuance of
new Ordinary Shares against payment in cash or in kind ("Increase of Share
Capital Against Payment"), or (b) grants its shareholders, directly or
indirectly, a subscription right for Notes or other securities with options or
conversion rights into Ordinary Shares, in either case at an aggregate price per
share (taking into account the subscription price for such securities plus any
additional consideration payable upon exercise of such option or conversion
right) that is less than the Current Market Price per Ordinary Share ("Issuance
of Securities with Options or Conversion Rights") at the date on which such
Subscription Right (as defined below) is announced or (ii) increases its share
capital out of retained earnings or other reserves except as described in clause
(18) below ("Increase of Share Capital out of Retained Earnings"), and the
Qualifying Date referred to below is before or at the last day of the Conversion
Period, then, with effect from the Qualifying Date (inclusive), the Conversion
Price will be adjusted in accordance with Condition 5(13) and (14),
respectively. "Qualifying Date" shall be the first Trading Day on which the
Ordinary Shares are quoted "ex-subscription rights" or "ex-bonus shares".

     (13)  In the event of (a) an Increase of Share Capital Against Payment, (b)
an Issuance of Securities with Options or Conversion Rights or (c) a cash
dividend being announced with respect to any year which amounts to greater than
the higher of (1) 5% of the market capitalization of the Company at the time of
such announcement and (2) 120% of the aggregate of all dividends charged or
provided for by the Company in respect of its Ordinary Shares in its accounts
for the Accounting Period immediately preceeding the Accounting Period in
question, the Conversion Price shall be multiplied by the value determined by
applying the following formula:

                                        S
                                     ------
                                      S + V

          where:

          S  (i) in the case of (a) and (b) is the average, weighted by
     turnover, of the trading prices of the Ordinary Shares on the AEX, on all
     Trading Days throughout the period during which the subscription rights
     (the "Subscription Rights") may be exercised as determined by the
     conversion calculation agent named in Condition 9 (the "Conversion
     Calculation Agent"), and (ii) in the case of (c), is the average, weighted
     by turnover, of the official closing prices of the Ordinary Shares as
     derived from the Official Price List of the AEX on the twenty Trading Days
     immediately following the Trading Day on which the Ordinary Shares are
     traded ex-dividend; and

          V  is the average, weighted by turnover, of the official closing
     prices as derived from the Official Price List of the AEX of the
     Subscription Rights on the AEX on all Trading Days throughout the period
     during which the Subscription Rights may be exercised as determined by the
     Conversion Calculation Agent or, in the case of a cash dividend on Ordinary
     Shares, the per share amount of such dividend to the extent by which it,
     together with all such other dividends during the relevant Accounting
     Period, exceeds the higher of the relevant threshold applicable pursuant to
     Condition 13(c) above.

          "Accounting Period" is defined to mean, in relation to any dividend or
     distribution, the accounting period of the Company specified in the
     accounts of the Company in which such dividend or distribution is provided
     for, provided that, in any case where the Company changes its accounting
     period, it shall mean the twelve month period preceding the date on which
     such dividend or distribution is charged or provided for in the accounts of
     the Company.

                                      E-37
<PAGE>   20

     (14)  In the event of an Increase of Share Capital out of Retained
Earnings, the Conversion Price shall be multiplied by the value determined by
the following formula:

                                       No
                                      ---
                                       Nn

          where:

          No  is the number of Ordinary Shares before the increase of share
     capital; and

          Nn  is the number of Ordinary Shares after the increase of the share
     capital.

     (15)  In the event of a decrease in the Company's share capital that is the
result of a reduction in the nominal value of the Ordinary Shares, the
Conversion Price shall remain unchanged. In the case of a decrease in the
Company's share capital resulting from a consolidation or a cancellation of
Ordinary Shares and in the case of an increase or decrease in the number of
Ordinary Shares involving no change in capital (Share split), Condition 5(14)
above shall apply correspondingly.

     (16)  In the event of a legal merger of the Company as transferor entity
("zerdwijnende vennootschap"), the Conversion Right shall relate to such number
of equity securities (the "Relevant Shares") to which the holders of Ordinary
Shares deliverable upon exercise of such Conversion Rights (immediately before
such merger) would have been entitled upon such legal merger, and thereafter the
provisions hereof shall apply to the Relevant Shares, subject to adjustment
pursuant to Condition 5(5) for other property received by holders of Ordinary
Shares.

     (17)  In the event of a legal split-up ("juridische splitsing") or a legal
spin-off ("juridische afsplitsing") or if any other event occurs which in the
opinion of the Conversion Calculation Agent has the same effect as a split-up or
a spin-off, such adjustment to the Conversion Right (which may include cash
payments) shall be made in accordance with sec.334P Book 2 of the Dutch Civil
Code to the terms of the Conversion Right as the Company in consultation with
the Conversion Calculation Agent shall consider appropriate to take account of
such event. If shares of capital stock in other legal entities are distributed
to the holders of Ordinary Shares in case of such split-up, spin-off or a
similar event, such adjustment may consist of a proportionate allocation of such
shares and/or a cash payment.

     (18)  In the event of (i) a regular dividend or other cash distribution
(not specifically covered by Condition 5(13)(c) above), (ii) an increase in
share capital out of retained earnings or other reserves pursuant to which
Ordinary Shares are issued in lieu of cash dividends (except, for the avoidance
of doubt, to the extent that the cash dividend gives rise to an adjustment in
accordance with Condition 13(c) hereof) not specifically covered by Condition
5(13)(c) above at a price that is equal to or greater than the then Current
Market Price (as defined below) of the Ordinary Shares, (iii) a legal merger
whereby the Company is the acquiring entity, (iv) a disposal of one or more
parts of its assets by the Company, (v) an issuance of Ordinary Shares pursuant
to the Company's management and employee share option plans in effect from time
to time, (vi) any issuance of Ordinary Shares pursuant to the terms of any
warrants of the Company issued prior to the date of issuance of the Notes or
(vii) analogous events, the Conversion Price shall remain unchanged.

     (19)  Adjustments in accordance with the foregoing clauses shall be
calculated by the Conversion Calculation Agent, published in accordance with
Condition 10, and shall be (in the absence of manifest error) binding on all
parties concerned. The Conversion Calculation Agent shall only be liable for
making or not making adjustments, or taking or not taking, any other measures in
connection with these Notes, if and to the extent that it fails to show the due
care of a proper merchant. The Conversion Calculation Agent may, after prior
consultation with the Company, engage the advice or services of any lawyers or
other experts whose advice or services may seem necessary to it and may rely,
after consultation with the Company, upon any advice so obtained (and such
Conversion Calculation Agent shall incur no liability as against the Company or
the Noteholders in respect of any action taken, or suffered to be taken, in
accordance with such advice and in good faith).

                                      E-38
<PAGE>   21

     (20)  The Company and any of its subsidiaries or affiliates may at any time
purchase Notes at any price in the open market or otherwise, provided that such
purchases are in compliance with all relevant directives. For the purposes of
these Conditions, the term "directive" includes any Netherlands or foreign
present or future law, regulation, administrative directive, administrative act
and other act and rule of any relevant agency, authority, central bank,
department, government, legislature, minister, official, public or statutory
corporation, self-regulatory organization (as defined in the Securities
Transactions Supervision Act 1995, "Wet toezicht effectenverkeer 1995") or stock
exchange.

     (21)  All Notes which are paid will forthwith be cancelled by reduction in
the principal amount of the relevant Global Note. All Notes so cancelled and the
Notes purchased pursuant to Condition 5(20) and cancelled pursuant to this
Condition 5(21) cannot be reissued or resold.

     (22)  The Company shall procure that the authorized share capital of the
Company shall always be sufficient for the issuance of Ordinary Shares to a
Noteholder exercising its Conversion Right. Without limiting the foregoing or
limiting any Noteholder's right to convert its Notes under the terms hereof, the
Company undertakes that it will not issue more than 15,000,000 Ordinary Shares
upon conversion of the Notes without prior shareholder approval.

     (23)  As used in this Condition 5, "Current Market Price" means in respect
of an Ordinary Share at a particular date, the average weighted by turnover on
each day of the official closing prices of the Ordinary Shares of the Company as
derived from the Official Price List of the AEX for the five Trading Days
immediately preceding such date.

     (24)  "Accreted Principal Amount", with respect to each E1,000 principal
amount of Notes, shall be determined so that, together with accrued interest
from the immediately preceding interest Payment Date or, if none, the Closing
Date, and after taking into account any interest paid in respect of such Notes
in preceding periods, it represents for the Holder thereof a gross yield to
maturity identical to that applicable in the case of redemption at maturity,
being 8.50% per annum and shall be calculated in accordance with the following
formula, rounded (if necessary) to two decimal places with 0.005 being rounded
upwards (provided that if the date fixed for redemption is an interest Payment
Date, the Accreted Principal Amount shall be as set out in the table below in
respect of such interest Payment Date):

<TABLE>
<S>                          <C>  <C>
Accreted Principal Amount     =   (Previous Accreted Principal Amount X(1 + ((r X d)/p))--AI
     where
Previous Accreted Principal
  Amount                      =   the Accreted Principal Amount on the interest Payment Date
                                  immediately preceding the Redemption Date (or, if the
                                  Notes are to be redeemed prior to the first interest
                                  Payment Date, E1,000), as set out below:
</TABLE>

<TABLE>
<CAPTION>
  INTEREST PAYMENT DATE   ACCRETED PRINCIPAL AMOUNT (E)
  ---------------------   -----------------------------
  <S>                     <C>
  December 17, 2000                 1,045.00
  December 17, 2001                 1,093.83
  December 17, 2002                 1,146.80
  December 17, 2003                 1,204.28
  December 17, 2004                 1,266.64
</TABLE>

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

<TABLE>
<S>  <C>  <C>
r     =   8.50% expressed as a fraction.
d     =   number of days from and including the immediately preceding
          interest Payment Date (or, if the Notes are to be redeemed
          on or before the first interest Payment Date, from and
          including the Closing Date) to but excluding the date fixed
          for redemption, calculated on the basis of a 365 day year
          and, in the case of an incomplete year, the number of days
          elapsed.
p     =   365.
AI    =   accrued interest on the principal amount of the Notes from
          and including the immediately preceding interest Payment
          Date (or, if the Notes are to be redeemed on or before the
          first interest Payment Date, from and including the Closing
          Date) to but excluding the Redemption Date, calculated on
          the basis of a 365 day year and, in the case of an
          incomplete year, the number of days elapsed.
</TABLE>

                                      E-39
<PAGE>   22

     If the Accreted Principal Amount payable in respect of any Note upon its
redemption pursuant to Conditions 5(2) and 5(3) or upon it becoming due and
payable as provided Condition 8(a) is not paid when due, the Accreted Principal
Amount due and payable in respect of a Note shall be the Accreted Principal
Amount of such Note as described above, except that such conditions shall have
effect as though the reference therein to the Redemption Date or, as the case
may be, the date on which the Note becomes due and payable had been replaced by
a reference to the Relevant Date (as defined below), and interest shall accrue
on the principal amount of such Note to the Relevant Date. The calculation of
the Accreted Principal Amount will continue to be made (after as well as before
judgment) until the Relevant Date, unless the Relevant Date falls on or after
the maturity date, in which case the amount due and payable shall be the
Accreted Principal Amount of the Notes on the maturity date together with
interest on the Accreted Principal Amount at the rate of 8.50% per annum from
and including the maturity date to but excluding the Relevant Date. "Relevant
Date" in respect of any payment means the date on which the payment becomes due,
but if the full amount of the monies payable has not been received by the
Principal Paying Agent on or prior to such due date, the date on which the full
amount of such monies has been so received and notice to that effect given to
the Noteholders.

6.  PAYMENTS

     (1)  The Company irrevocably undertakes to pay in euro, when due,
principal, interest, amounts which may be payable in accordance with Condition 6
and additional amounts which may be payable under Condition 5. The amounts due
in respect of the Notes shall be paid to the Noteholder with due observance of
any tax, foreign exchange or other laws and regulations of the country of the
relevant Paying Agent without it being permissible to require the execution of
an affidavit or compliance with any other formality whatsoever, unless such
affidavit or formality is prescribed by the laws of the country of the relevant
Paying Agent.

     (2)  Payments of Accreted Principal Amount and interest on the Notes shall
be made on the relevant Payment Date (as defined in Condition 6(5)) to Euroclear
and Cedelbank in euro. The amount of payments to Euroclear and Cedelbank shall
correspond to the aggregate principal amount of Notes represented by the
European Global Note and the U.S. Global Note, as established by the Registrar
at the close of business on the relevant Record Date (as defined in Condition
6(4)). Payment of Accreted Principal Amount shall be made upon surrender of the
European Global Note or the U.S. Global Note, as the case may be, to the Paying
Agents. The payment of other amounts payable pursuant to Conditions 5 and 7 will
be made in corresponding application of the provisions of this Condition 6(2).

     (3)  Payments made by the Company in euro in accordance with Condition 6(1)
to Euroclear and Cedelbank shall discharge the liability of the Company under
the Notes to the extent of the sums so paid.

     (4)  The record date for purposes of payments of principal and interest and
other amounts payable pursuant to Conditions 6 and 7 (the "Record Date") shall
be, in respect of each such payment, the date determined in accordance with the
rules of Euroclear and Cedelbank from time to time for the entitlement of their
participants to payments in respect of debt obligations denominated in euro and
represented by Global Notes.

     (5)  For the purposes of these Terms and Conditions, "Payment Date" means
the day on which the payment is actually to be made, where applicable, as
adjusted in accordance with Condition 6(6), and "Due Date" means the date for
making such payments as provided herein, without taking account of any such
adjustment.

     (6)  If any Due Date for payment of principal or interest in euro in
respect of any Note is not an Amsterdam Business Day, such payment will not be
made until the next following Amsterdam Business Day, and no further interest
shall be paid. An "Amsterdam Business Day" shall be any day on which banks are
open for business in Amsterdam.

7.  TAXATION

     In the event any withholding or deduction for, or on account of, any
present or future taxes, duties, assessments or governmental charges of whatever
nature is required by law, no additional amounts will be payable to Noteholders.

                                      E-40
<PAGE>   23

8.  EVENTS OF DEFAULT

     If any of the following events occurs:

          (a)  Non payment:  the Company fails to pay any amount of Accreted
     Principal Amount of, or interest on, the Notes when payment thereof becomes
     due and the default continues for a period of 15 days; or

          (b)  Breach of other obligations:  the Company defaults in the
     performance or observance of any of its other obligations under or in
     connection with the Notes or the Agency Agreement and such default remains
     unremedied for 30 days after written notice thereof, addressed to the
     Company by any Noteholder, has been delivered to the Company or to the
     specified office of a Paying Agent; or

          (c)  Winding up, etc:  an order or judgment is made or an effective
     resolution is passed for the liquidation or dissolution of the Company
     (other than for the purposes of a merger, consolidation or other form of
     combination with another legal entity where the continuing entity or the
     entity formed as a result of such merger, consolidation or combination is
     assuming the obligations of the Company under the Notes); or

          (d)  Bankruptcy, etc.:  bankruptcy or insolvency proceedings are
     commenced by a court of competent jurisdiction against the Company, which
     shall not have been dismissed or stayed within 60 days after the
     commencement thereof, or the Company institutes such proceedings or
     suspends payments or offers a general arrangement for the benefit of all
     its creditors; or

          (e)  Cross-Acceleration and Cross-Default:  (i) an acceleration has
     occurred pursuant to the indenture governing any series of Existing Notes
     or (ii) if no such series of Existing Notes is then outstanding, a default
     occurs on any other Indebtedness of VersaTel or any Restricted Subsidiary
     if either (A) such default is a failure to pay principal of such
     Indebtedness when due after any applicable grace period and the principal
     amount of such Indebtedness is in excess of U.S. $5.0 million or (B) as a
     result of such default, the maturity of such Indebtedness has been
     accelerated prior to its scheduled maturity and such default has not been
     cured within the shorter of (I) 60 days and (II) the applicable grace
     period, and such acceleration has not been rescinded, and the principal
     amount of such Indebtedness together with the principal amount of any other
     Indebtedness of VersaTel and its Restricted Subsidiaries that is also in
     default as to principal, or the maturity of which has been accelerated,
     aggregates U.S. $5.0 million or more (capitalized terms used in this
     Condition 8(e) and not otherwise defined in the Terms and Conditions shall
     have the definitions ascribed thereto in the Existing Notes).

then any Note may, by written notice addressed by the holder (a "Termination
Notice") thereof to the Company and delivered to the Company or to the specified
office of a Paying Agent, be declared immediately due and payable, whereupon it
shall become immediately due and payable at its Accreted Principal Amount
together with accrued interest without further action or formality (unless it is
proven that the event that has led to the Note being declared immediately due
and payable has been cured at the time the notice of such declaration is
received by the Company or a Paying Agent). Notice of any such declaration shall
promptly be given to the Noteholders.

9.  PAYING AGENT, CONVERSION AGENTS, CONVERSION CALCULATION AGENT AND REGISTRAR

     (1)  The Paying Agents, the Registrar, the Conversion Calculation Agent and
the Conversion Agents (together, the "Agents") and their respective specified
offices are as follows:

          Principal Paying Agent, Conversion Agent and Registrar:

        ING Bank N.V.
        Bijmerplein 888
        1102 MG Amsterdam
        The Netherlands

        Conversion Calculation Agent:
        ING Barings
        Foppingadreef 7
        1102 BD Amsterdam
        The Netherlands

                                      E-41
<PAGE>   24

     (2)  In acting as Agents in connection with the Notes, the Agents act
solely as agents of the Company and do not assume any obligations towards or
relationship of agency or trust for or with any of the Noteholders.

     (3) The Company reserves the right at any time to vary or terminate the
appointment of any of the Agents, and to appoint successor or additional paying
agents, successor or additional conversion agents, successor or additional
conversion calculation agents or successor or additional Registrars, provided
that so long as the Notes are listed on the AEX, the Company shall maintain a
Paying Agent in Amsterdam if the rules and regulations of the AEX so require.
Notice of any change in the Paying Agent, the Conversion Agent, the Conversion
Calculation Agent or the Registrar, or in the specified office of any Paying
Agent, the Conversion Agent, the Conversion Calculation Agent or the Registrar
shall promptly be given to the Noteholders in accordance with Condition 10.

10.  NOTICES

     Notices to the Noteholders will be valid if published in a leading
newspaper having general circulation in The Netherlands, in the Official Price
List of the AEX (so long as the Notes are listed on the AEX and the rules of the
AEX so require) and in an English language newspaper of general circulation in
Europe. Any such notice shall be deemed to have been given on the date of such
publication (or, if published more than once or on different dates, on the first
date on which publication is made), provided that notices to the Noteholders may
be given by delivery of the relevant notice to Cedelbank and Euroclear for
communication by them to their respective participants in substitution for
publication as required by this Condition, provided always that, so long as the
Notes are listed on the AEX, the requirements of the AEX have been complied with
and, where such requirements specify publication in a leading newspaper having
general circulation in The Netherlands, by such publication in such newspaper
have been complied with.

11.  GOVERNING LAW AND JURISDICTION

     (1)  The form and contents of the Notes, as well as all the rights and
duties arising therefrom, are governed exclusively by the laws of The
Netherlands. Place of performance is The Netherlands.

     (2)  The Company submits to the non-exclusive jurisdiction of the District
Court in Amsterdam, The Netherlands to settle any disputes which may arise out
of or in connection with these Terms and Conditions. Any legal actions arising
out of or in connection with these Terms and Conditions may be brought in the
District Court of Amsterdam, The Netherlands.

     (3)  Any person owning a beneficial interest in a Note may in any
proceedings against the Company or to which such Noteholder and the Company are
parties protect and enforce in its own name its rights arising under its Notes
only on the basis of (i) a statement issued by its Custodian (a) stating the
full name and address of such person, (b) specifying an aggregate principal
amount of Notes credited on the date of such statement to such person's
securities account maintained with such Custodian and (c) confirming that the
Custodian has given a written notice to Euroclear or Cedelbank, as appropriate,
and the Registrar containing the information pursuant to (a) and (b) and (ii) a
copy of the relevant Global Note certified as being a true copy by a duly
authorized officer of the Registrar. For purposes of the foregoing, "Custodian"
means any bank or other financial institution of recognized standing authorized
to engage in securities custody business with which the owner of a beneficial
interest in a Note maintains a securities account in respect of any Notes and
includes Cedelbank and Euroclear.

12.  AMENDMENT

     (1)  The terms and conditions of the Notes may be modified or amended by
the Company, without the consent of the Noteholders, for the purpose of (a)
adding to the covenants of the Company for the benefit of the Noteholders; (b)
surrendering any right or power conferred upon the Company; (c) securing the
Notes; (d) evidencing the assumption by another legal entity of all of the
obligations of the Company with respect to the Notes as the result of a merger,
consolidation, or other form of consolidation permitted by Condition 8(c); or
(e) curing any ambiguity, inconsistency, defect or omission in the Notes or
between the Terms and Conditions of the Notes, to all of which each Noteholder
shall, by acceptance hereof, consent.

                                      E-42
<PAGE>   25

     (2)  The Terms and Conditions of the Notes may also be modified or amended
by the Company, and past defaults thereunder or under the Agency Agreement by
the Company may be waived, with the written consent of the Noteholders of not
less than sixty-six and two-thirds percent (66 2/3%) in aggregate principal
amount of the Notes outstanding. Any such written consent of holders may be
arranged by the Company or such holders. Notwithstanding the foregoing, no such
modification, amendment or waiver, without the consent of the holder of each
Note, may: (a) waive a default in the payment of the Accreted Principal Amount
of or interest on any Note, or change the stated maturity of the principal of or
the time for payment of any installment of interest on any Note, or change the
currency of payment of the Accreted Principal Amount of, or interest on, any
Note or reduce the principal amount of, or the rate of interest on, any Note, or
impair the right to institute suit for the enforcement of any such payment on or
with respect to any Note; (b) reduce the above-stated percentage in aggregate
principal amount of the outstanding Notes required for any modification of or
amendment to the terms and conditions of the Notes, or of any waiver of any past
default; or (c) modify any of the provisions of this paragraph except to provide
that certain other provisions of the Terms and Conditions of the Notes cannot be
modified, amended or waived without the consent of the holder of each
outstanding Note affected thereby.

13.  MISCELLANEOUS

     (1)  No service charge shall be made for any registration of transfer or
exchange of the Notes, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith
which shall be for the account of the Noteholder.

     (2)  In case any Certificate shall at any time become mutilated or
destroyed or stolen or lost and such Certificate or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Company, a new security of like tenor will be issued by the
Company in exchange for the Certificate so mutilated, or in lieu of the security
so destroyed or stolen or lost, but, in the case of any destroyed or stolen or
lost security, only upon receipt of evidence satisfactory to the Company that
such Certificate was destroyed or stolen or lost, and, if required by the
Company, upon receipt also of indemnity satisfactory to the Company. All
expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new security shall be
borne by the holder of the Certificate that was mutilated, destroyed, stolen or
lost. Every new Certificate issued in lieu of any mutilated, destroyed, lost or
stolen Certificate 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. Any new Certificate
delivered pursuant to this paragraph shall be so dated that neither gain nor
loss in interest shall result from such exchange.

     (3)  The Company undertakes to comply with the provisions set forth in
Article 2.1.20 of Schedule B of the Rules and Regulations ("Fondsenreglement")
of the AEX as in force on the date of this offering memorandum.

     The Unrestricted Notes have been accepted for clearance through Euroclear
and Cedelbank under Common Code number 10546834 and have been assigned
Identification Number ("ISIN") XS0105468341. The Restricted Notes have been
accepted for clearance by Euroclear and Cedelbank under Common Code number
10546842 and have been assigned ISIN XS0105468424.

                                      E-43
<PAGE>   26

                                                                        ANNEX 2A

                      FORM OF DEFINITIVE NOTE (RULE 144A)

Amount                           ISINV                           Certificate No.

EUR

                      VERSATEL TELECOM INTERNATIONAL N.V.
                                EUR 300,000,000
                         4.0% Convertible Senior Notes
                                    due 2004

     The Notes in respect of which this Certificate is issued are in registered
from and form the series designated as specified in the title (the "Notes") of
VersaTel Telecom International N.V. (the "Issuer").

     The Issuer hereby certifies that           is, at the date hereof entered
in the register of Noteholders as the holder of Notes in the initial principal
amount of EUR (          euro) or such other amount as is shown from time to
time on the register of Noteholders as being represented by this Certificate and
is duly endorsed (for information purposes only). Notes may accrete in
accordance with the terms and conditions (the "Conditions") set out in EXHIBIT 1
hereto. The aggregate amount of Notes outstanding represented hereby may from
time to time be increased or decreased to reflect transfers or exchanges. For
value received, the issuer promises to pay the person who appears at the
relevant time on the register of Noteholders as holder of the Note in respect of
which this Certificate is issued such amount or amounts as shall become due in
respect of such Notes and otherwise to comply with the Conditions, as referred
below.

     The Notes are constituted by, and have the benefit of the Conditions.

     The Notes are convertible into fully-paid ordinary shares of the Issuer,
nominal value NLG 0.05 per ordinary share (the "Ordinary Shares") in bearer form
subject to and in accordance with the Conditions.

     Terms defined in the Conditions shall have the same meaning in this
Certificate.

     This Certificate is evidence of entitlement only. Title to the Notes passes
only by a written deed of transfer signed by the transferor and transferee in
the form attached as EXHIBIT 2 followed by due registration in the register of
Noteholders and only the duly registered holder is entitled to payments on Notes
in respect of which this Certificate is issued.

     The Conditions, in so far as they apply to the Notes in respect of which
this Certificate is issued, are hereby modified to the extent set forth below.

TRANSFER

     Transfers of interests in the Notes with respect to which this Certificate
is issued shall be made in accordance with the Conditions and the Agency
Agreement.

     A person transferring the Notes in respect of which this Certificate is
issued must provide the Registrar with a written order containing instructions
and such other information as the Company and the Registrar may require to
complete, execute and deliver Certificates.

     The provisions of Condition 2 will otherwise apply, except that new
Certificates to be issued upon transfer of Notes will, within 21 days of receipt
by Registrar or an Agent of the form of transfer attached to this Certificate,
be mailed by uninsured mail at the risk of the holders entitled to the relevant
Notes to the addresses specified in the form of transfer.

                                      E-44
<PAGE>   27

     NEITHER THE NOTES EVIDENCED HEREBY NOR THE ORDINARY SHARES ISSUABLE UPON
CONVERSION OF HE NOTES HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
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) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
"OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S, (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 ISSUER OR ANY
AFFILIATE OF THE ISSUER 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 LAWS
(THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO THE ISSUER, (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, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH 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 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 ISSUER
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 OPTION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT, AND (II) IN CERTAIN OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OR TRANSFER IN THE FORM
ATTACHED HERETO AS EXHIBIT 3 IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
ISSUER. 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 MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.

     The statements set out in the legend above are an integral part of the
Notes in respect of which this Certificate is issued and by acceptance hereof
the holder of the Notes evidenced by this Certificate or any owner of an
interest in such Notes agrees to be subject to and bound by the terms of such
legend. Upon the transfer or exchange of these Notes or the replacement of
Certificates issued in respect of these Notes, the Registrar will only deliver
Certificates with respect to these Notes that bear the legend above unless there
is delivered to the Registrar and the Issuer such satisfactory evidence, which
may include an opinion of counsel, as may reasonably be required by the Issuer,
that neither such legend nor the restrictions on transfer set forth herein are
required to ensure compliance with the provisions of the Securities Act.

     If a holder of a beneficial interest in this Note wishes at any time to
exchange its interest in this Note for an interest in the Unrestricted Note, or
to transfer its interest in this Note to a Person who wishes to take delivery
thereof in the form of an interest in such Unrestricted Note, such holder may,
subject to the rules and procedures of Euroclear and Cedel, to the extent
applicable, and to the requirements set forth in the following sentence,
exchange or cause the exchange or transfer or cause the transfer of such
interest for an equivalent beneficial interest in such Unrestricted Note. Upon
receipt by the Registrar at its office in Amsterdam of (1) instructions
                                      E-45
<PAGE>   28

given in accordance with the procedures of Euroclear and Cedel, to the extent
applicable, from or on behalf of a holder of a beneficial interest in this Note,
directing the Registrar to credit or cause to be credited a beneficial interest
in the Unrestricted Note in an amount equal to the beneficial interest in this
Note to be exchanged or transferred, (2) a written order given in accordance
with the procedures of Euroclear or Cedel, to the extent applicable, containing
information regarding the Euroclear or Cedel account to be credited with such
increase and the name of such account, and (3) a certificate in the form of
Exhibit 3 given by the holder of such beneficial interest staring that the
exchange or transfer of such interest has been made pursuant to an in accordance
with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act, the
Registrar shall promptly deliver appropriate instructions to Euroclear or Cedel,
as the case may be, or their nominee, to reduce or reflect on its records a
reduction of this Note by the aggregate principal amount of the beneficial
interest in this Note to be so exchanged or transferred from the relevant
participant, and the Registrar shall promptly deliver appropriate instructions
to Euroclear or Cedel, or their nominee, or the custodian for Euroclear or
Cedel, as the case may be (or the extent applicable), concurrently with such
reduction, to increase or reflect on its records an increase of the principal
amount of such Unrestricted Note by the aggregate principal amount of the
beneficial interest in this Note to be so exchanged or transferred, and to
credit or cause to be credited to the account of the person specified in such
instructions (which shall be the agent member of Euroclear or Cedel, or both, as
the case may be) a beneficial interest in such Unrestricted Note equal to the
reduction in the principal amount of this Note.

     [In the case of a definitive note not held through Euroclear or Cedel, the
foregoing language may be appropriately modified.]

     Any beneficial interest in this Note that is transferred to a person who
takes delivery in the form of an interest in the Unrestricted Note will, upon
transfer, cease to be an interest in this Note and become an interest in the
Unrestricted Note and, accordingly, will thereafter be subject to all transfer
restrictions and other procedures applicable to beneficial interest in such
Unrestricted Note for as long as it remains such an interest.

CONVERSION

     The Conversion Right attaching to Notes in respect of which this
certificate is issued may be exercised by the presentation to or to the order of
any Conversion Agent of one or more Conversion Notices in the form attached as
EXHIBIT 4 duly completed by or on behalf of a holder of such Note. The exercise
of the Conversion Right shall be notified by the Conversion Agent to the Issuer
and the holder of this Certificate. The provisions of Condition 5 shall
otherwise apply.

PAYMENTS

     Payments of Accreted Principal Amount in respect of Notes represented by
this Certificate will be made against presentation and, if no further payment
falls to be made in respect of the Notes, surrender of this Certificate to or to
the order of the Paying Agent.

NOTICES

     So long as the Notes are represented by this Certificate, notices to
Noteholders shall be given by delivery as required by the Conditions except that
so long as the Notes are listed on the AEX, and the rules of that exchange so
require, notices shall also be published in a leading newspaper having general
circulation in the Netherlands.

     This Certificate shall not be valid for any purpose until authenticated by
or on behalf of the Registrar.

     This Certificate is governed by, and shall be construed in accordance with,
Netherlands law.

                                      E-46
<PAGE>   29

IN WITNESS whereof the Issuer has caused this Certificate to be signed on its
behalf.

VERSATEL TELECOM INTERNATIONAL N.V.

<TABLE>
<S>                                                <C>
--------------------------------------------       --------------------------------------------
By:                                                By:
Name:                                              Name:
Title:                                             Title:
</TABLE>

CERTIFICATE OF AUTHENTICATION

     Certified that the above-named holder is at the date hereof entered in the
register of Noteholders as holder of the above-mentioned principal amount of
Notes.

ING BANK N.V., AS REGISTRAR

------------------------------------------------------
By:
Authorised Signatory
Dated:

                                      E-47
<PAGE>   30

                                    EXHIBIT 2 TO THE DEFINITIVE NOTE (RULE 144A)

                                FORM OF TRANSFER

     FOR VALUE RECEIVED the undersigned hereby transfers the following principal
amounts of Notes in respect of which Certificates are issued, and all rights in
respect thereof, to the transferee(s) listed below:

<TABLE>
<S>                                                <C>
PRINCIPAL AMOUNT TRANSFERRED                       NAME ADDRESS AND ACCOUNT
                                                   FOR PAYMENTS OF TRANSFEREE

Dated:                                             Certifying Signature:
Name:

                                              OR*

--------------------------------------------
Duly authorized officer

--------------------------------------------
Duly authorized officer

Accepted by:

--------------------------------------------
Duly authorized officer
</TABLE>

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

* Where the transfer is a corporation, this form of transfer must be endorsed
  under its common seal or under the hand of two of its officers duly authorized
  in writing.

Note:

     (i)   A representative of the Noteholder should state the capacity in which
           he signs, e.g. executor.

     (ii)   The signature of the person effecting a transfer shall conform to
            any list of duly authorized specimen signatures supplied by the
            registered holder or be certified by a recognized bank, notary
            public or in such other manner as the Registrar may require.

     (iii)  This form of transfer should be dated as of the date it is deposited
            with the relevant Registrar.

                                      E-48
<PAGE>   31

                                    EXHIBIT 3 TO THE DEFINITIVE NOTE (RULE 144A)

 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED NOTE TO UNRESTRICTED
                                      NOTE

VersaTel Telecom International N.V.
c/o ING Bank N.V.
Bijlmermeerplein 888
1102 BD Amsterdam-Zuidoost

                   RE: 4.0% SENIOR CONVERTIBLE NOTES DUE 2004
              (THE "NOTES") OF VERSATEL TELECOM INTERNATIONAL N.V.

     Reference is hereby made to the Agency Agreement dated as of December 17,
1999 (the "Agency Agreement") between VersaTel Telecom International N.V. and
ING Bank N.V., as Paying Agent, Conversion Agent, Conversion Calculation Agent
and Registrar. Capitalized terms used but not defined herein shall have the
meanings given them in the Agency Agreement.

     This letter relates to  ______________ (being any integral multiple of
1,000) principal amount of Notes beneficially held through interests in the
Restricted Note (Common Code Number 10546842) with Euroclear and/or Cedel in the
name of  ______________ (the "Transferor") account number  ______________ . The
transferor hereby requests that on [INSERT DATE] such beneficial interest in the
Restricted Note be [transferred] [exchanged] for an interest in the Unrestricted
Note (Common Code No. 10546834) in the same principal denomination [and be
transferred to  ______________ ([Euroclear] [Cedel] account no.
 ______________ )]. If this is a partial transfer, a minimum amount of 1,000 and
any integral multiple of 1,000 in excess thereof of the Restricted Note will
remain outstanding.

     In connection with such request and in respect of such Notes the Transferor
does hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Notes and the Conditions and accordingly
the Transferor further certifies that:

(A) (1)   the offer of the Notes was not made to a person in the United States;
        such transfer is being made pursuant to an in accordance with Rule 903
        or 904 or Regulation S under the Securities Act, and;

     (2)   either (a) at the time the buy order was originated, the transferee
        was outside the United States or we and any person acting on our behalf
        reasonably believed that the transferee 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 the Transferor nor
        any person acting on our behalf knows that the transaction was
        prearranged with a buyer in the United States,

     (3)   no directed selling efforts have been made in contravention of the
        requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
        and

     (4)   the transaction is not part of a plan or scheme to evade the
        registration requirements of the Securities Act.

OR

(B) such transfer is being made in accordance with Rule 144 under the Securities
     Act

                                      E-49
<PAGE>   32

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer. Terms used in this certificate and not
otherwise defined in the Agency Agreement have the meanings set forth in
Regulation S under the Securities Act.

<TABLE>
<S>                                            <C>

Dated:                                         [Name of Transferor]
---------------------------------------------
                                               By:
                                               ---------------------------------------------
                                               Name:
                                               ---------------------------------------------
                                               Title:
                                               ---------------------------------------------
                                               Telephone No:
                                               -----------------------------------------
</TABLE>

Please print name and address (including zip code number)

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

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

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

                                      E-50
<PAGE>   33

                                     EXHIBIT 4 TO THE RULE 144A DEFINITIVE NOTES

     Any holder of Notes other than a foreign purchaser outside the United
States must include as an attachment to this Conversion Notice a letter
addressed to the Issuer if, at the time of such conversion, such Notes are
"restricted securities" within the meaning of Rule 144 under the Securities Act
stating that such holder agrees that if it should offer, resell or otherwise
transfer any ordinary shares issued upon conversion of its beneficial interests
in the Notes within the time period referred to in Rule 144(k) under the
Securities Act after the original issuance of the Notes, it will do so only (i)
to the Issuer or any subsidiary thereof, (ii) outside the United States in
compliance with Rule 903 or 904 under the Securities Act (and not in a
pre-arranged transaction resulting in the resale of such interests in the Notes
into the United States), or (iii) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act (if available), in each case in
accordance with any applicable securities laws of any state or the United States
or any other jurisdiction. Such attachment shall also include a statement by
such holder acknowledging that (i) it understands that the ordinary shares
issued upon conversion are "restricted securities" as defined in Rule 144(a)(3)
under the Securities Act and, as such, they are not fungible with any other
issued and outstanding ordinary shares or American Depositary Shares of the
Issuer and (ii) it agrees that so long as such ordinary shares issued upon
conversion are restricted securities, it will not deposit such ordinary shares
in an unrestricted American Depositary Receipt facility.

                                EUR 300,000,000

                     4.0% Convertible Senior Notes due 2004

                      VERSATEL TELECOM INTERNATIONAL N.V.

                               CONVERSION NOTICE

         (Please read the notes overleaf before completing this Notice)

Name:
--------------------------------------------------------------------------------

Date:
--------------------------------------------------------------------------------

Address:
--------------------------------------------------------------------------------

Signature:
--------------------------------------------------------------------------------

     Delivery of the Conversion Notice will constitute confirmation by the
holder of a beneficial interest in the Notes to be converted of VersaTel Telecom
International N.V. ("the Issuer") that the information and the representations
in the Conversion Notice are true and accurate on the date of delivery.

To: VersaTel Telecom International N.V.

     I/We, being the holders of a beneficial interest in the Notes specified
below, hereby irrevocably elect to convert such Notes into ordinary shares
nominal value NLG 0.05 each of VersaTel Telecom International N.V. in bearer
form (the "Ordinary Shares") in accordance with Condition 5 of the Terms and
Conditions of the Notes (the "Terms and Conditions") and apply for the Ordinary
Shares to be delivered on conversion.

1.   Total principal amount of Notes to be converted:  ______________

2.   I/we hereby request that the Ordinary Shares (together with any other
     securities, property or cash) required to be delivered upon conversion be
     delivered  ______________ .

                                      E-51
<PAGE>   34

3.   I/We hereby declare that all approvals, consents and authorizations (if
     any) required by the laws of The Netherlands to be obtained by me/us prior
     to the said conversion have been obtained and are in full force and effect
     and that any applicable condition thereto has been complied with by me/us.

4.   At the time of signing and delivery of this Conversion Notice, I/we
     represent and agree that I/we, or the person who has an interest in the
     Notes to be converted, is

     A)   not a "U.S. person" and is obtaining such Ordinary Shares upon
        conversion in an "offshore transaction" (as such terms are defined in
        Regulation S under the United States Securities Act of 1933, as amended
        (the "Securities Act")) and is domiciled or has residence outside the
        United States (which term, as used herein means the United States of
        America (including the States and the District of Columbia, its
        territories, its possessions and other areas subject to its
        jurisdictions));

                                      E-52
<PAGE>   35

                                                                        ANNEX 2B

                     FORM OF DEFINITIVE NOTE (REGULATION S)

Amount                  ISINV                  Certificate No.

EUR

                      VERSATEL TELECOM INTERNATIONAL N.V.
                                EUR 300,000,000
                         4.0% Convertible Senior Notes
                                    due 2004

     The Notes in respect of which this Certificate is issued are in registered
form and form the series designated as specified i n the title (the "Notes") of
VersaTel Telecom International N.V. (the "Issuer").

     The Issuer hereby certifies that           is, at the date hereof entered
in the register of Noteholders as the holder of Notes in the initial principal
amount of EUR (           euro) or such other amount as is shown from time to
time on the register of Noteholders as being represented by this Certificate and
is duly endorsed (for information purposes only). Notes may accrete in
accordance with the terms and conditions (the "Conditions") set out in EXHIBIT 1
hereto, as these Conditions are modified by the provisions of this Certificate.
The aggregate amount of Notes outstanding represented hereby may from time to
time be increased or decreased to reflect transfers or exchanges. For value
received, the Issuer promises to pay the person who appears at the relevant time
on the register of Noteholders as holder of the Note in respect of which this
Certificate is issued such amount or amounts as shall become due in respect of
such Notes and otherwise to comply with the Conditions, as referred below.

     The Notes are constituted by, and have the benefit of the terms and
conditions (the "Conditions") set out in EXHIBIT 1 hereto.

     The Notes are convertible into fully-paid ordinary shares of the Issuer,
nominal value NLG 0.05 per ordinary share (the "Ordinary Shares") in bearer form
subject to and in accordance with the Conditions.

     Terms defined in the Conditions shall have the same meaning in this
Certificate.

     This Certificate is evidence of entitlement only. Title to the Notes passes
only by a written deed of transfer signed by the transferor and transferee in
the form attached as EXHIBIT 2 followed by due registration in the register of
Noteholders and only the duly registered holder is entitled to payments on Notes
in respect of which this Certificate is issued.

     The Conditions, in so far as they apply to the Notes in respect of which
this Certificate is issued, are hereby modified to the extent set forth below.

TRANSFER

     Transfers of interests in the Notes with respect to which this Certificate
is issued shall be made in accordance with the Conditions and the Agency
Agreement.

     A person transferring the Notes in respect of which this Certificate is
issued must provide the Registrar with a written order containing instructions
and such other information as the Company and the Registrar may require to
complete, execute and deliver Certificates.

     The provisions of Condition 2 will otherwise apply, except that new
Certificates to be issued upon transfer of Notes will, within 21 days of receipt
by Registrar or an Agent of the form of transfer attached to this Certificate,

                                      E-53
<PAGE>   36

be mailed by uninsured mail at the risk of the holders entitled to the relevant
Notes to the addresses specified in the form of transfer.

     NEITHER THE NOTES EVIDENCED HEREBY NOR THE ORDINARY SHARES ISSUABLE UPON
CONVERSION OF THE NOTES HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
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) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
"OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S (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 ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OR THIS
NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS
(THE "RESALE RESTRICTION TERMINATION DATE "), OFFER, SELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO THE ISSUER, (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, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH 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 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 ISSUER
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 IT, AND (II) IN CERTAIN
OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OR TRANSFER IN THE FORM
ATTACHED HERETO AS EXHIBIT 3 IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
ISSUER. 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 MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.

     The foregoing legend may be deleted from certificates in respect of these
Notes issued after the date which is the 40th day after the later of the
commencement of the offering of the Notes and the closing date for the Notes.

     The statements set out in the legend above are an integral part of the
Notes in respect of which this Certificate is issued and by acceptance hereof
the holder of the Notes evidenced by this Certificate or any owner of an
interest in such Notes agrees to be subject to and bound by the terms of such
legend. Certificates issued in respect of Notes pursuant to Section 14.12 of the
Agency Agreement need not bear the legend above.

     If a holder of a beneficial interest in this Note wishes at any time to
exchange its interest in this Note for an interest in the Restricted Note, or to
transfer its interest in this Note to a Person who wishes to take delivery
thereof in the form of an interest in such Restricted Note, such holder may,
subject to the rules and procedures of Euroclear or Cedel, to the extent
applicable, and to the requirements set forth in the following sentence,
exchange or cause the exchange or transfer or cause the transfer of such
interest for an equivalent beneficial interest in such
                                      E-54
<PAGE>   37

Restricted Note. Upon receipt by the Registrar at its office in Amsterdam of (1)
instructions given in accordance with the procedures of Euroclear or Cedel, to
the extent applicable, from or on behalf of a beneficial owner of an interest in
this Note directing the Registrar to credit or cause to be credited a beneficial
interest in the Restricted Note in an amount equal to the beneficial interest in
this Note to be exchanged or transferred, (2) a written order given in
accordance with the procedures of Euroclear or Cedel, as the case may be,
containing information regarding the account with Eurooclear or Cedel to be
credited with such increase and the name of such account, and (3) prior to or on
the 40th day after the later of the commencement of the offering of the Notes
and the closing date for the Notes (the "Restricted Period"), a certificate in
the form of EXHIBIT 3 given by the holder of such beneficial interest and
stating that the person transferring such interest in this Note reasonably
believes that the person acquiring such interest in such Restricted Note if a
Qualified Institutional Buyer (as defined in Rule 144A) and is obtaining such
beneficial interest in a transaction meeting the requirements of Rule 144A and
any applicable securities laws of any state of the United States or any other
jurisdiction, the Registrar shall promptly deliver appropriate instructions to
Euroclear or Cedel, or their nominee, or the custodian for Euroclear or Cedel,
as the case may be, to reduce or reflect on its records a reduction of this Note
by the aggregate principal amount of the beneficial interest in this Note to be
exchanged or transferred, and the Registrar shall promptly deliver appropriate
instructions to Euroclear or Cedel, or their nominee, or the custodian for
Euroclear or Cedel, as the case may be (to the extent applicable), concurrently
with such reduction, to increase or reflect on its records an increase of the
principal amount of such Restricted Note by the aggregate principal amount of
the beneficial interest in this Note to be so exchanged or transferred, and to
credit or cause to be credited to the account of the person specified in such
instructions a beneficial interest in such Restricted Note equal to the
reduction in the principal amount of this Note. After the expiration of the
Restricted Period, the certification requirements set forth in clause (3) of the
second sentence of this paragraph no longer apply to such transfers.

     [In case of a definitive note held through Euroclear or Cedel, the
foregoing language may be appropriately modified.]

     Any beneficial interest in this Note that is transferred to a person who
takes delivery in the form of an interest in the Restricted Note will, upon
transfer, cease to be an interest in this Note and become an interest in the
Restricted Note and, accordingly will thereafter the subject to all transfer
restrictions and other procedures applicable to beneficial interests in such
Restricted Note for as long as it remains such an interest.

CONVERSION

     The Conversion Right attaching to Notes in respect of which this
certificate is issued may be exercised by the presentation to or to the order of
any Conversion Agent of one or more Conversion Notices in the form attached as
EXHIBIT 4 duly completed by or on behalf of a holder of such Note. The exercise
of the Conversion Right shall be notified by the Conversion Agent to the Issuer
and the holder of this Certificate. The provisions of Condition 5 shall
otherwise apply.

PAYMENTS

     Payments of Accreted Principal Amount in respect of Notes represented by
this Certificate will be made against presentation and, if no further payment
falls to be made in respect of the Notes, surrender of this Certificate to or to
the order of the Paying Agent.

NOTICES

     So long as the Notes are represented by this Certificate, notices to
Noteholder shall be given by delivery as required by the Conditions except that
so long as the Notes are listed on the AEX, and the rules of that exchange so
require, notices shall also be published in a leading newspaper having general
circulation in the Netherlands.

     This Certificate shall not be valid for any purpose until authenticated by
or on behalf of the Registrar.

     This Certificate is governed by, and shall be construed in accordance with,
Netherlands law.

                                      E-55
<PAGE>   38

     IN WITNESS whereof the Issuer has caused this Certificate to be signed on
its behalf.

VERSATEL TELECOM INTERNATIONAL N.V.

<TABLE>
<S>                                                <C>
--------------------------------------------       --------------------------------------------
By:                                                By:
Name:                                              Name:
Title:                                             Title:
</TABLE>

CERTIFICATE OF AUTHENTICATION

     Certified that the above-named holder is at the date hereof entered in the
register of Noteholders as holder of the above-mentioned principal amount of
Notes.

ING BANK N.V., AS REGISTRAR

------------------------------------------------------
By:
Authorised Signatory

Dated:

                                      E-56
<PAGE>   39

                                 EXHIBIT 2 TO THE DEFINITIVE NOTE (REGULATION S)

                               FORMS OF TRANSFER

     FOR VALUE RECEIVED the undersigned hereby transfers the following principal
amounts of Notes in respect of which the Certificates are issued, and all rights
in respect thereof, to the transferee(s) listed below:

<TABLE>
<CAPTION>
        PRINCIPAL AMOUNT TRANSFERRED                         NAME ADDRESS AND ACCOUNT
        ----------------------------                         ------------------------
<S>                                                <C>
                                                   For payments of transferee

Dated:                                             Certifying Signature:
--------------------------------------------       -------------------------------

Name:
--------------------------------------------
                                              OR*
--------------------------------------------
Duly authorized officer

--------------------------------------------
Duly authorized officer

Accepted by:

--------------------------------------------
Duly authorized officer
</TABLE>

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

* Where the transfer is a corporation, this form of transfer must be endorsed
  under its common seal or under the hand of two of its officers duly authorized
  in writing.

Note:

     (i)   A representative of the Noteholder should state the capacity in which
           he signs, e.g. executor.

     (ii)   The signature of the person effecting a transfer shall conform to
            any list of duly authorized specimen signatures supplied by the
            registered holder or be certified by a recognised bank, notary
            public or in such other manner as the Registrar may require.

     (iii)  This form of transfer should be dated as of the date it is deposited
            with the relevant Registrar.

                                      E-57
<PAGE>   40

                                 EXHIBIT 3 TO THE DEFINITIVE NOTE (REGULATION S)

        FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM UNRESTRICTED NOTE
                               TO RESTRICTED NOTE

VersaTelecom International N.V.
c/o ING Bank N.V.
Bijlmermeerplein 888
1102 BD Amsterdam-Zuidoost

                   RE: 4.0% SENIOR CONVERTIBLE NOTES DUE 2004
              (THE "NOTES") OF VERSATEL TELECOM INTERNATIONAL N.V.

     Reference is hereby made to the Agency Agreement dated as of December 17,
1999 (the "Agency Agreement") between VersaTel Telecom International N.V. and
ING Bank N.V., as Paying Agent, Conversion Agent, Conversion Calculation Agent
and registrar. Capitalized terms used but not defined herein shall have the
meanings given them in the Agency Agreement.

     This letter relates to  ______________ (being any integral multiple of
1,000) principal amount of the Notes beneficially held through interests in the
Unrestricted Note (Common Code No. 10546834) with [Euroclear] [Cedel] in the
name of  ______________ (the "Transferor") [Euroclear] [Cedel] account number
 ______________ . The transferor hereby requests that on [INSERT DATE] such
beneficial interest in the Unrestricted Note be [transferred] [exchanged] for an
interest in the Restricted Note (Common Code Number 10546842) in the same
principal denomination [and be transferred to  ______________ [Euroclear]
[Cedel] account no. ______________ ]. If this is a partial transfer, a minimum
of 1,000 and any integral multiple of 1,000 in excess thereof of the
Unrestricted Note will remain outstanding.

     In connection with such request, and in respect of such Notes, the
Transferor does hereby certify that such Notes are being transferred in
accordance with Rule 144A under the Securities Act to a transferee that the
transferor reasonably believes is purchasing the Notes for its own account or an
account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.

<TABLE>
<S>                                                <C>

Dated:                                             [Name of Transferor]
--------------------------------------------
                                                   By:
                                                   --------------------------------------------
                                                   Name:
                                                   --------------------------------------------
                                                   Title:
                                                   --------------------------------------------
                                                   Telephone No:
                                                   -----------------------------------------
</TABLE>

Please print name and address (including zip code number)

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

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

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

                                      E-58
<PAGE>   41

                                     EXHIBIT 4 TO DEFINITIVE NOTE (REGULATION S)

     Any holder of Notes other than a foreign purchaser outside the United
States must include as an attachment to this Conversion Notice a letter
addressed to the Issuer if, at the time of such conversion, such Notes are
"restricted securities" within the meaning of Rule 144 under the Securities Act
stating that such holder agrees that if it should offer, resell or otherwise
transfer any ordinary shares issued upon conversion of its beneficial interests
in the Notes within the time period referred to in Rule 144(k) under the
Securities Act after the original issuance of the Notes, it will do so only (i)
to the Issuer or any subsidiary thereof, (ii) outside the United States in
compliance with Rule 903 or 904 under the Securities Act (and not in a
pre-arranged transaction resulting in the resale of such interests in the Notes
into the United States), or (iii) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act (if available), in each case in
accordance with any applicable securities laws of any state or the United States
or any other jurisdiction. Such attachment shall also include a statement by
such holder acknowledging that (i) it understands that the ordinary shares
issued upon conversion are "restricted securities" as defined in Rule 144(a)(3)
under the Securities Act and, as such, they are not fungible with any other
issued and outstanding ordinary shares or American Depositary Shares of the
Issuer and (ii) it agrees that so long as such ordinary shares issued upon
conversion are restricted securities, it will not deposit such ordinary shares
in an unrestricted American Depositary Receipt facility.

                     4.0% Convertible Senior Notes due 2004
                      VERSATEL TELECOM INTERNATIONAL N.V.
                               CONVERSION NOTICE
         (Please read the notes overleaf before completing this Notice)

Name:
--------------------------------------------------------------------------------

Date:
--------------------------------------------------------------------------------

Address:
--------------------------------------------------------------------------------

Signature:
--------------------------------------------------------------------------------

     Delivery of the Conversion Notice will constitute confirmation by the
holder of a beneficial interest in the Notes to be converted of VersaTel Telecom
International N.V. ("the Issuer") that the information and the representations
in the Conversion Notice are true and accurate on the date of delivery.

To: VersaTel Telecom International N.V.

     I/We, being the holders of a beneficial interest in the Notes specified
below, hereby irrevocably elect to convert such Notes into ordinary shares
nominal value NLG 0.05 each of VersaTel Telecom International N.V. in bearer
form (the "Ordinary Shares") in accordance with Condition 5 of the Terms and
Conditions of the Notes (the "Terms and Conditions") and apply for the Ordinary
Shares to be delivered on conversion.

1.   Total principal amount of Notes to be converted:  ______________

2.   I/we hereby request that the Ordinary Shares (together with any other
     securities, property or cash) required to be delivered upon conversion be
     delivered to  ______________

                                      E-59
<PAGE>   42

3.   I/We hereby declare that all approvals, consents and authorizations (if
     any) required by the laws of The Netherlands to be obtained by me/us prior
     to the said conversion have been obtained and are in full force and effect
     and that any applicable condition thereto has been complied with by me/us.

4.   At the time of signing and delivery of this Conversion Notice, I/we
     represent and agree that I/we, or the person who has an interest in the
     Notes to be converted, is

     A)  not a "U.S. person" and is obtaining such Ordinary Shares upon
         conversion in an "offshore transaction" (as such terms are defined in
         Regulation S under the United States Securities Act of 1933, as amended
         (the "Securities Act")) and is domiciled or has residence outside the
         United States (which term, as used herein means the United States of
         America (including the States and the District of Columbia, its
         territories, its possessions and other areas subject to its
         jurisdictions)); or

     B)  a Qualified Institutional Buyer as defined in Rule 144A under the
         Securities Act (in favor of the Issuer in the form referred to above).

PLEASE NOTE:

(i)  This Conversion Notice will be void unless the introductory details,
     Sections 1,2,3 and 4 are completed.

(ii) Your attention is drawn to Condition 5 of the Terms and Conditions with
     respect to the conditions precedent which must be fulfilled before the
     Notes specified above will be treated as effectively eligible for
     conversion.

(iii) Transfer of shares or other securities or property will be made at the
      risk and expense of the converting Noteholder and the converting
      Noteholder will be required to prepay the expenses of, and submit any
      necessary documents required in order to effect, despatch in the manner
      specified.

(iv) If as contemplated by the Terms and Conditions the converting Noteholder
     becomes entitled to additional Ordinary Shares (together with any other
     securities, property or cash), they will be delivered or dispatched in the
     same manner as the Ordinary Shares or other securities, property and cash
     previously issued or paid pursuant to the relevant Conversion Notice.

For Agent's use only:

1.   Note conversion identification reference

2.   Conversion Date:  ______________

3.   Aggregate principal amount of Notes in respect of which Notes have been
     deposited for conversion:  ______________

4.   Conversion Price on Conversion Date:  ______________

5.   Number of Ordinary Shares deliverable:  ______________
     (disregard fractions)

NOTE: The Conversion Agent must complete items 1 to 5.

                                      E-60
<PAGE>   43

                                                                        ANNEX 3A

                         FORM OF RULE 144A GLOBAL NOTE

                       CERTIFICATE No.

                      VERSATEL TELECOM INTERNATIONAL N.V.
                                EUR 300,000,000
                         4.0% Convertible Senior Notes
                                    due 2004

     The Notes in respect of which this Global Certificate is issued are in
registered form and form the series designated as specified in the title (the
"NOTES") of VERSATEL TELECOM INTERNATIONAL N.V. (the "ISSUER").

     The Issuer hereby certifies that The Bank of New York depository (nominees)
Limited is, at the date thereof, entered in the register of Noteholders as the
holder of Notes in the initial principal amount up to EUR 300,000,000 (three
hundred million euro) or such other amount as is shown from time to time on the
register of Noteholders as being represented by this Global Certificate and is
duly endorsed (for information purposes only) in the third column of SCHEDULE A
to this Global Certificate. Notes may accrete in accordance with the terms and
conditions (the "CONDITIONS") set out in EXHIBIT 1 hereto, as these Conditions
are modified by the provisions of this Global Certificate. The aggregate amount
of Notes outstanding represented hereby may from time to time be increased or
decreased to reflect transfers or exchanges; provided that the aggregate
principal amount of Notes outstanding and represented by this and any other
Global Certificate shall not exceed such amount. For value received, the Issuer
promises to pay the person who appears at the relevant time on the register of
Noteholders as holder of the Notes in respect of which this Certificate is
issued such amount or amounts as shall become due in respect of such Notes and
otherwise to comply with the Conditions, as referred to below.

     The Notes are constituted by and have the benefit of the Conditions.

     The Notes are convertible into fully-paid ordinary shares of the Company,
nominal value NLG 0.05 per ordinary share (the "ORDINARY SHARES"), in bearer
form subject to and in accordance with the Conditions.

     Terms defined in the Conditions shall have the same meaning in this Global
Certificate. This Global Certificate is evidence of entitlement only. Title to
the Notes passes only by a written deed of transfer signed by the transferor and
transferee in the form attached as EXHIBIT 2 followed by due registration in the
register of Noteholders and only the duly registered holder is entitled to
payments on Notes in respect of which this Global Certificate is issued.

     The Conditions, in so far as they apply to the Notes in respect of which
this Global Certificate is issued, are hereby modified to the extent set forth
below.

TRANSFER

     Transfer of interests in the Notes with respect to which this Global
Certificate is issued shall be made in accordance with the Conditions and the
Agency Agreement.

     The Agents will not accept the deposit of this Global Certificate for
transfer of any Notes save in the case of transfer into the name of a holder on
behalf of Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear system ("EUROCLEAR"), Cedelbank, societe anonyme
("CEDEL") or an alternative clearing system (as defined under "NOTICES" below)
unless either (1) Euroclear or Cedel notifies the Issuer that it is unwilling or
unable to continue as a clearing system in connection with a Global Note and a
successor clearing system is not appointed by the Issuer within 90 days after
its receipt of such notice or (2) the Issuer shall have determined in its sole
discretion that the Notes shall no longer be represented by Global Notes.
                                      E-61
<PAGE>   44

     In such circumstances, the Issuer will cause sufficient definite
Certificates to be executed and delivered to the Registrar for completion,
authentication and dispatch to the relevant Noteholders. A person with an
interest the Notes in respect of which this Global Certificate is issued must
provide the Registrar with a written order containing instructions and such
other information as the Issuer and the Registrar may require to complete,
execute and deliver such definitive Certificates.

     The provisions of Condition 2 will otherwise apply, except that new
Certificates to be issued upon transfer of Notes will, within 21 days of receipt
by the Registrar or an Agent of the form of transfer attached to this Global
Certificate, be mailed by uninsured mail at the risk of the holders entitled to
the relevant Notes to be addressed specified in the form of transfer.

     NEITHER THE NOTES EVIDENCED HEREBY NOR THE ORDINARY SHARES ISSUABLE UPON
CONVERSION OF THE NOTES HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT "), OR ANY STATE OR OTHER SECURITIES
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) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
"OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S, (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 ISSUER OR ANY
AFFILIATE OF THE ISSUER 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 LAWS
(THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO THE ISSUER, (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, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH 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 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 ISSUER
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 IT, AND (II) IN CERTAIN
OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OR TRANSFER IN THE FORM
ATTACHED HERETO AS EXHIBIT 3 IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
ISSUER. 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 MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.

     The statements set out in the legend above are an integral part of the
Notes in respect of which this Global Certificate is issued and by acceptance
hereof the holder of the Notes evidenced by this Global Certificate or any owner
of an interest in such Notes agrees to be subject to and bound by the terms of
such legend. Upon the
                                      E-62
<PAGE>   45

transfer or exchange of these Notes or the replacement of Certificates issued in
respect of these Notes, the Registrar will only deliver Certificates with
respect to these Notes that bear the legend above unless there is delivered to
the Registrar and the Issuer such satisfactory evidence, which may include an
opinion of counsel, as may reasonably be required by the Issuer, that neither
such legend nor the restrictions on transfer set forth herein are required to
ensure compliance with the provisions of the Securities Act.

     If a holder of a beneficial interest in this Note wishes at any time to
exchange its interest in this Note for an interest in the Unrestricted Note, or
to transfer its interest in this Note to a Person who wishes to take delivery
thereof in the form of an interest in such Unrestricted Note, such holder may,
subject to the rules and procedures of Euroclear and Cedel, to the extent
applicable, and to the requirements set forth in the following sentence,
exchange or cause the exchange or transfer or cause the transfer of such
interest for an equivalent beneficial interest in such Unrestricted Note. Upon
receipt by the Registrar at its office in Amsterdam of (1) instructions given in
accordance with the procedures of Euroclear and Cedel, to the extent applicable,
from or on behalf of a holder of a beneficial interest in this Note, directing
the Registrar to credit or cause to be credited a beneficial interest in the
Unrestricted Note in an amount equal to the beneficial interest in this Note to
be exchanged or transferred, (2) a written order given in accordance with the
procedures of Euroclear or Cedel, to the extent applicable, containing
information regarding the Euroclear or Cedel account to be credited with such
increase and the name of such account, and (3) a certificate in the form of
Exhibit 3 given by the holder of such beneficial interest stating that the
exchange or transfer of such interest has been made pursuant to and in
accordance with Rule 903 or Rule 904 of Regulation S or Rule 144 under the
Securities Act, the Registrar shall promptly deliver appropriate instructions to
Euroclear or Cedel, as the case may be, or their nominee, to reduce or reflect
on its records a reduction of this Note by the aggregate principal amount of the
beneficial interest in this Note to be so exchanged or transferred from the
relevant participant, and the Registrar shall promptly deliver appropriate
instructions to Euroclear or Cedel, or their nominee, or the custodian for
Euroclear or Cedel, as the case may be (to the extent applicable), concurrently
with such reduction, to increase or reflect on its records an increase of the
principal amount of such Unrestricted Note by the aggregate principal amount of
the beneficial interest in this Note to be so exchanged or transferred, and to
credit or cause to be credited to the account of the person specified in such
instructions (which shall be the agent member of Euroclear or Cedel, or both, as
the case may be) a beneficial interest in such Unrestricted Note equal to the
reduction in the principal amount of this Note.

     Any beneficial interest in this Note that is transferred to a person who
takes delivery in the form of an interest in the Unrestricted Note will, upon
transfer, cease to be an interest in this Note and become an interest in the
Unrestricted Note and, accordingly, will thereafter be subject to all transfer
restrictions and other procedures applicable to beneficial interests in such
Unrestricted Note for as long as it remains such an interest.

CONVERSION

     Subject to the requirements of Euroclear and Cedel, the Conversion Right
attaching to Notes in respect of which this Global Certificate is issued may be
exercised by the presentation to or to the order of any Conversion Agent of one
or more Conversion Notices in the form attached as EXHIBIT 4 duly completed by
or on behalf of a holder of a book-entry interest in such Note. Deposit of this
Global Certificate with the Conversion Agent together with the relevant
Conversion Notice shall not be required. The exercise of the Conversion Right
shall be notified by the Conversion Agent to the Issuer and the holder of this
Global Certificate. The provisions of Condition 5 shall otherwise apply.

     Where the Notes represented by this Global Certificate are to be converted,
the Conversion Notice need not be signed except for the letter referred to in
Exhibit 4. In such case, delivery of the Conversion Notice will constitute
confirmation by the holder of a book-entry interest in the Notes to be converted
that the information and the representations in the Conversion Notice are true
and accurate on the date of delivery.

PAYMENTS

     Payments of Accreted Principal Amount in respect of Notes represented by
this Global Certificate will be made against presentation and, if no further
payment falls to be made in respect of the Notes, surrender of this

                                      E-63
<PAGE>   46

Global Certificate to or to the order of the Principal Paying Agent or such
other Paying Agent as shall have been notified to the Noteholder for such
purpose.

NOTICES

     So long as the Notes are represented by this Global Certificate and this
Global Certificate is held on behalf of Euroclear or Cedel, notices to
Noteholders may be given by delivery of the relevant notice to the relevant
clearing system(s) for communication by it to entitled accountholders in
substitution for notification as required by the Conditions except that, so long
as the Notes are listed on the AEX and the rules of that exchange so require,
notices shall also be published in a leading newspaper having general
circulation in the Netherlands.

ENFORCEMENT

     Unless this certificate is presented by an authorized representative of the
Issuer or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of The Bank of New York depository
(nominees) Limited or in such other name is requested by an authorized
representative of The Bank of New York depository (nominees) Limited, ANY
TRANSFER, PLEDGE, OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner thereof The Bank of New York
depository (nominees) Limited has an interest herein.

     This Global Certificate shall not be valid for any purpose until
authenticated by or on behalf of the Registrar.

     This Global Certificate is governed by, and shall be construed in
accordance with Netherlands law.

     IN WITNESS whereof the Issuer has caused this Global Certificate to be
signed on its behalf.

17 December 1999

VERSATEL TELECOM INTERNATIONAL N.V.

<TABLE>
<S>                                                <C>
By:                                                By:
--------------------------------------------       --------------------------------------------
    Name:                                              Name:
    Title:                                             Title:
</TABLE>

CERTIFICATE OF AUTHENTICATION

     Certified that the above-named holder is at the date hereof entered in the
register of Noteholders as holder of the above-mentioned principal amount of
Note

ING BANK N.V., AS REGISTRAR

------------------------------------------------------
BY:
AUTHORIZED SIGNATORY
DATED:

                                      E-64
<PAGE>   47

                         SCHEDULE A TO THE GLOBAL NOTE

SCHEDULE OF REDUCTIONS OR INCREASE IN PRINCIPAL AMOUNT OF NOTES IN RESPECT OF
WHICH THIS GLOBAL CERTIFICATE IS ISSUED

     The following reductions/increases in the principal amount of Notes in
respect of which this Global Certificate is issued have been made as a result of
(i) exercise of the Conversion Right attaching to Notes, or (ii) repayment or
cancellation of Notes, or (iii) transfers of Notes (including transfers if
interests between Global Certificates), or (iv) exchanges of interests in the
Notes represented by this Global Certificate for definitive Certificates as set
out in the agency Agreement or (v) conversion on the Maturity Date pursuant to
the Conversion Right.

<TABLE>
<S>                      <C>                     <C>                     <C>
Date of Conversion/      Amount of decrease/     Principal amount of     Notation made by or
Redemptions or Can-      increase in             and number of Notes     on behalf of the
cellations/Transfer/     principal amount of     evidenced by this       Registrar following
Exchange (stating        and number of Notes     Global Certificate      such
which)                   evidenced by this       following such          decrease/increase
                         Global Certificate      decrease/increase
</TABLE>

                                      E-65
<PAGE>   48

                                        EXHIBIT 2 TO THE GLOBAL NOTE (RULE 144A)

                                FORM OF TRANSFER

     FOR VALUE RECEIVED the undersigned hereby transfers the following principal
amounts of Notes in respect of which the Global Certificate is issued, and all
rights in respect thereof, to the transferee(s) listed below:

<TABLE>
<S>                                                <C>
PRINCIPAL AMOUNT TRANSFERRED                       NAME, ADDRESS AND ACCOUNT

                                                   FOR PAYMENTS OF TRANSFEREE

Dated:                                             Certifying Signature:
--------------------------------------------       -------------------------------

Name:
--------------------------------------------

                                              OR*

--------------------------------------------
Duly authorized officer

--------------------------------------------
Duly authorized officer

Accepted by:

--------------------------------------------
Duly authorized officer
</TABLE>

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

* Where the transfer is a corporation, this form of transfer must be endorsed
  under its common seal or under the hand of two of its officers duly authorized
  in writing.

Note:

     (i)   A representative of the Noteholder should state the capacity in which
           he signs, e.g. executor.

     (ii)   The signature of the person effecting a transfer shall conform to
            any list of duly authorized specimen signatures supplied by the
            registered holder or be certified by a recognised bank, notary
            public or in such other manner as the Registrar may require.

     (iii)  This form of transfer should be dated as of the date it is deposited
            with the relevant Transfer Agent.

                                      E-66
<PAGE>   49

                                        EXHIBIT 3 TO THE GLOBAL NOTE (RULE 144A)

                 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM
                      RESTRICTED NOTE TO UNRESTRICTED NOTE

Versatel Telecom International N.V.
c/o ING Bank N.V.
Bijlmermeerplein 888
1102 BD Amsterdam-Zuidoost

                   RE: 4.0% SENIOR CONVERTIBLE NOTES DUE 2004
              (THE "NOTES") OF VERSATEL TELECOM INTERNATIONAL N.V.

     Reference is hereby made to the Agency Agreement dated as of December 17,
1999 (the "Agency Agreement") between VersaTel Telecom International N.V. and
ING Bank N.V., as Paying Agent, Conversion Agent, Conversion Calculation Agent
and Registrar. Capitalized terms used but not defined herein shall have the
meanings given them in the Agency Agreement.

     This letter relates to  ______________  (being any integral multiple of
1,000) principal amount of Notes beneficially held through interests in the
Restricted Note (Common Code Number 10546842) with Euroclear and/or Cedel in the
name of  ______________  (the "Transferor") account number  ______________ . The
transferor hereby requests that on [INSERT DATE] such beneficial interest in the
Restricted Note be [transferred] [exchanged] for an interest in the Unrestricted
Note (Common Code No. 10546834) in the same principal denomination [and be
transferred, to   ______________ [Euroclear] [Cedel] (account
no.  ______________ )]. If this is a partial transfer, a minimum amount of 1,000
and any integral multiple of 1,000 in excess thereof of the Restricted Note will
remain outstanding.

     In connection with such request and in respect of such Notes the Transferor
does hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Notes and the Conditions and accordingly
the Transferor further certifies that:

(A)(l)  the offer of the Notes was not made to a person in the United States;
       such transfer is being made pursuant to and in accordance Rule 903 or 904
       or Regulation S under the Securities Act;

     (2)   either (a) at the time the buy order was originated, the transferee
        was outside the United States or we and any person acting on our behalf
        reasonably believed that the transferee 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 the Transferor nor
        any person acting on our behalf knows that the transaction was
        prearranged with a buyer in the United States,

     (3)   no directed selling efforts have been made in contravention of the
        requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
        and

     (4)   the transaction is not part of a plan or scheme to evade the
        registration requirements of the Securities Act.

OR

(B) such transfer is being made in accordance with Rule 144 under the Securities
     Act

                                      E-67
<PAGE>   50

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer. Terms used in this certificate and not
otherwise defined in the Agency Agreement have the meanings set forth in
Regulation S under the Securities Act.

<TABLE>
<S>                                            <C>

 Dated:                                        [Name of Transferor]
---------------------------------------------
                                               By:
                                               ---------------------------------------------
                                               Name:
                                               ---------------------------------------------
                                               Title:
                                               ---------------------------------------------
                                               Telephone No:
                                               -----------------------------------------
</TABLE>

Please print name and address (including zip code number)

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

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

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

                                      E-68
<PAGE>   51

                                          EXHIBIT 4 TO THE RULE 144A GLOBAL NOTE

     Any holder of Notes other than a foreign purchaser outside the United
States must include as an attachment to this Conversion Notice a letter
addressed to the Issuer if, at the time of such conversion, such Notes are
"restricted securities" within the meaning of Rule 144 under the Securities Act
stating that such holder agrees that if it should offer, resell or otherwise
transfer any ordinary shares issued upon conversion of its beneficial interests
in the Notes within the time period referred to in Rule 144(k) under the
Securities Act after the original issuance of the Notes, it will do so only (i)
to the Issuer or any subsidiary thereof, (ii) outside the United States in
compliance with Rule 903 or 904 under the Securities Act (and not in a
pre-arranged transaction resulting in the resale of such interests in the Notes
into the United States), or (iii) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act (if available), in each case in
accordance with any applicable securities laws of any state or the United States
or any other jurisdiction. Such attachment shall also include a statement by
such holder acknowledging that (i) it understands that the ordinary shares
issued upon conversion are "restricted securities" as defined in Rule 144(a)(3)
under the Securities Act and, as such, they are not fungible with any other
issued and outstanding ordinary shares or American Depositary Shares of the
Issuer and (ii) it agrees that so long as such ordinary shares issued upon
conversion are restricted securities, it will not deposit such ordinary shares
in an unrestricted American Depositary Receipt facility.

                                EUR 300,000,000

                     4.0% Convertible Senior Notes due 2004

                      VERSATEL TELECOM INTERNATIONAL N.V.

                               CONVERSION NOTICE

         (Please read the notes overleaf before completing this Notice)

Name:
--------------------------------------------------------------------------------

Date:
--------------------------------------------------------------------------------

Address:
--------------------------------------------------------------------------------

Signature:
--------------------------------------------------------------------------------

     Delivery of the Conversion Notice will constitute confirmation by the
holder of a beneficial interest in the Notes to be converted of VersaTel Telecom
International N.V. ("the Issuer") that the information and the representations
in the Conversion Notice are true and accurate on the date of delivery.

     As the Notes to be converted are represented by a Global Note and the Notes
are cleared through Morgan Guaranty Trust Company of New York, Brussels office,
as operator of the Euroclear system ("Euroclear") and/or Cedel Bank, ("Cedel"),
the Conversion Notice must be signed by or on behalf of the beneficial owner of
the Notes and sent to the Conversion Agent on behalf of the Issuer.

To: VersaTel Telecom International N.V.

     I/We, being the holders of a beneficial interest in the Notes specified
below, hereby irrevocably elect to convert such Notes into ordinary shares
nominal value NLG 0.05 each of VersaTel Telecom International N.V. in

                                      E-69
<PAGE>   52

bearer form (the "Ordinary Shares") in accordance with Condition 5 of the Terms
and Conditions of the Notes (the "Terms and Conditions") and apply for the
Ordinary Shares to be delivered on conversion.

1.   Total principal amount of Notes to be converted:  ______________

     These Notes represent a co-ownership/beneficial interest in the Global Note
     held by Euroclear or Cedel.

2.   I/We hereby request that the Ordinary Shares (together with any other
     securities, property or cash) required to be delivered upon conversion be
     delivered via Euroclear/Cedel to  ______________ (account no.) to the order
     of  ______________ (Euroclear/Cedel member).

3.   I/We hereby declare that all approvals, consents and authorizations (if
     any) required by the laws of The Netherlands to be obtained by me/us prior
     to the said conversion have been obtained and are in full force and effect
     and that any applicable condition thereto has been complied with by me/us.

4.   At the time of signing and delivery of this Conversion Notice, I/we
     represent and agree that I/we, or the person who has an interest in the
     Notes to be converted, is

     (A)  not a "U.S. person" and is obtaining such Ordinary Shares upon
        conversion in an "offshore transaction" (as such terms are defined in
        Regulation S under the United States Securities Act of 1993, as amended
        (the "Securities Act")) and is domiciled or has residence outside the
        United States (which term, as used herein, means the United States of
        America (including the States and the District of Columbia, its
        territories, its possessions and other areas subject to its
        jurisdiction));

     (B)  a Qualified Institutional Buyer as defined in Rule 144A under the
          Securities Act (in which event such Qualified Institutional Buyer will
          be required to execute a letter in favor of the Company in the form
          referred to above.

PLEASE NOTE:

(i)  This Conversion Notice will be void unless the introductory details,
     Sections 1, 2, 3 and 4 are completed.

(ii) Your attention is drawn to Condition 5 of the Terms and Conditions with
     respect to the conditions precedent which must be fulfilled before the
     Notes specified above will be treated as effectively eligible for
     conversion.

(iii) Transfer of shares or other securities or property will be made at the
      risk and expense of the converting Noteholder and the converting
      Noteholder will be required to prepay the expenses of, and submit any
      necessary documents required in order to effect, despatch in the manner
      specified.

(iv) If as contemplated by the Terms and Conditions the converting Noteholder
     becomes entitled to additional Ordinary Shares (together with any other
     securities, property or cash), they will be delivered or dispatched in the
     same manner as the Ordinary Shares or other securities, property and cash
     previously issued or paid pursuant to the relevant Conversion Notice.

For Agent's use only:

1.   Note conversion identification reference:

2.   Conversion Date:  ______________

3.   Aggregate principal amount of Notes in respect of which Notes have been
     deposited for conversion:  ______________

4.   Conversion Price on Conversion Date:  ______________

5.   Number of Ordinary Shares deliverable:  ______________
     (disregard fractions)

NOTE: The Conversion Agent must complete items 1 to 5.

                                      E-70
<PAGE>   53

                                                                        ANNEX 3B

                        FORM OF REGULATION S GLOBAL NOTE

          ISIN NO.                  CERTIFICATE NO.

                      VERSATEL TELECOM INTERNATIONAL N.V.

                                EUR 300,000,000
                         4.0% Convertible Senior Notes
                                    due 2004

     The Notes in respect of which this Global Certificate is issued are in
registered form and form the series designated as specified in the title (the
"NOTES") of VERSATEL TELECOM INTERNATIONAL N.V. (the "ISSUER").

     The Issuer hereby certifies that The Bank of New York depository (nominees)
Limited is, at the date thereof, entered in the register of Noteholders as the
holder of Notes in the initial principal amount up to EUR 300,000,000 (three
hundred million euro) or such other amount as is shown from time to time on the
register of Noteholders as being represented by this Global Certificate and is
duly endorsed (for information purposes only) in the third column of SCHEDULE A
to this Global Certificate. Notes may accrete in accordance with the terms and
conditions (the "CONDITIONS") set out in EXHIBIT 1 hereto, as these Conditions
are modified by the provisions of this Global Certificate.

     The aggregate amount of Notes outstanding represented hereby may from time
to time be increased or decreased to reflect transfers or exchanges; provided
that the aggregate principal amount of Notes outstanding and represented by this
and any other Global Certificate shall not exceed such amount. For value
received, the Issuer promises to pay the person who appears at the relevant time
on the register of Noteholders as holder of the Notes in respect of which this
Certificate is issued such amount or amounts as shall become due in respect of
such Notes and otherwise to comply with the Conditions, as referred to below.

     The Notes are constituted by and have the benefit of the Conditions.

     The Notes are convertible into fully-paid ordinary shares of the Company,
nominal value NLG 0.05 per ordinary share (the "ORDINARY SHARES"), in bearer
form subject to and in accordance with the Conditions.

Terms defined in the Conditions shall have the same meaning in this Global
Certificate. This Global Certificate is evidence of entitlement only. Title to
the Notes passes only by a written deed of transfer signed by the transferor and
transferee in the form attached as EXHIBIT 2 followed by due registration in the
register of Noteholders and only the duly registered holder is entitled to
payments on Notes in respect of which this Global Certificate is issued.

     The Conditions, in so far as they apply to the Notes in respect of which
this Global Certificate is issued, are hereby modified to the extent set forth
below.

TRANSFER

     Transfer of interests in the Notes with respect to which this Global
Certificate is issued shall be made in accordance with the Conditions and the
Agency Agreement.

     The Agents will not accept the deposit of this Global Certificate for
transfer of any Notes save in the case of transfer into the name of a holder on
behalf of Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear system ("EUROCLEAR"), Cedelbank, societe anonyme
("CEDEL") or an alternative clearing system (as defined under "NOTICES" below)
unless either (1) Euroclear or Cedel notifies the Issuer that it is unwilling or
unable to continue as a clearing system in connection with a Global Note and a
successor clearing

                                      E-71
<PAGE>   54

system is not appointed by the Issuer within 90 days after its receipt of such
notice or (2) the Issuer shall have determined in its sole discretion that the
Notes shall no longer be represented by Global Notes.

     In such circumstances, the Issuer will cause sufficient definite
Certificates to be executed and delivered to the Registrar for completion,
authentication and dispatch to the relevant Noteholders. A person with an
interest the Notes in respect of which this Global Certificate is issued must
provide the Registrar with a written order containing instructions and such
other information as the Issuer and the Registrar may require to complete,
execute and deliver such definitive Certificates.

     The provisions of Condition 2 will otherwise apply, except that new
Certificates to be issued upon transfer of Notes will, within 21 days of receipt
by the Registrar or an Agent of the form of transfer attached to this Global
Certificate, be mailed by uninsured mail at the risk of the holders entitled to
the relevant Notes to be addressed specified in the form of transfer.

     NEITHER THE NOTES EVIDENCED HEREBY NOR THE ORDINARY SHARES ISSUABLE UPON
CONVERSION OF THE NOTES HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
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) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
"OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S, (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 ISSUER OR ANY
AFFILIATE OF THE ISSUER 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 LAWS
(THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO THE ISSUER, (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, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH 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 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 ISSUER
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 IT, AND (II) IN CERTAIN
OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OR TRANSFER IN THE FORM
ATTACHED HERETO AS EXHIBIT 3 IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
ISSUER. 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 MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.

                                      E-72
<PAGE>   55

     The foregoing legend may be deleted from certificates in respect of these
Notes issued after the date which is the 40th day after the later of the
commencement of the offering of the Notes and the closing date for the Notes.

     The statements set out in the legend above are an integral part of the
Notes in respect of which this Global Certificate is issued and by acceptance
hereof the holder of the Notes evidenced by this Global Certificate or any owner
of an interest in such Notes agrees to be subject to and bound by the terms of
such legend. Certificates issued in respect of Notes issued pursuant to Section
14.12 of the Agency Agreement need not bear the legend above.

     If a holder of a beneficial interest in this Note wishes at any time to
exchange its interests in this Note for an interest in the Restricted Note, or
to transfer its interest in this Note to a Person who wishes to take delivery
thereof in the form of an interest in such Restricted Note, such holder may,
subject to the rules and procedures of Euroclear or Cedel, to the extent
applicable, and to the requirements set forth in the following sentence,
exchange or cause the exchange or transfer or cause the transfer of such
interest for an equivalent beneficial interest in such Restricted Note. Upon
receipt by the Registrar at its office in Amsterdam of (1) instructions given in
accordance with the procedures of Euroclear or Cedel, to the extent applicable,
from or on behalf of a beneficial owner of an interest in this Note directing
the Registrar to credit or cause to be credited a beneficial interest in the
Restricted Note in an amount equal to the beneficial interest in this Note to be
exchanged or transferred, (2) a written order given in accordance with the
procedures of Euroclear of Cedel, as the case may be, containing information
regarding the account with Euroclear or Cedel to be credited with such increase
and the name of such account, and (3) prior to or on the 40th day after the
later of the commencement of the offering of the Notes and the closing date for
the Notes (the "RESTRICTED PERIOD"), a certificate in the form of Exhibit 3
given by the holder of such beneficial interest and stating that the person
transferring such interest in this Note reasonably believes that the person
acquiring such interest in such Restricted Note is a Qualified Institutional
Buyer (as defined in Rule 144A) and is obtaining such beneficial interest in a
transaction meeting the requirements of Rule 144A and any applicable securities
laws of any state of the United States or any other jurisdiction, the Registrar
shall promptly deliver appropriate instructions to Euroclear or Cedel, their
nominee, or the custodian for Euroclear or Cedel, as the case may be, to reduce
or reflect on its records a reduction of this Note by the aggregate principal
amount of the beneficial interest in this Note to be exchanged or transferred,
and the Registrar shall promptly deliver appropriate instructions to Euroclear
or Cedel, their nominee, or the custodian for Euroclear or Cedel, as the case
may be (to the extent applicable), concurrently with such reduction, to increase
or reflect on its records an increase of the principal amount of such Restricted
Note by the aggregate principal amount to be beneficial interest in this Note to
be so exchanged or transferred, and to credit or cause to be credited to the
account of the person specified in such instructions a beneficial interest in
such Restricted Note equal to the reduction in the principal amount of this
Note. After the expiration of the Restricted Period, the certification
requirements set forth in clause (3) of the second sentence of this paragraph no
longer apply to such transfers.

     Any beneficial interest in this Note that is transferred to a person who
takes delivery in the form of an interest in the Restricted Note will, upon
transfer, cease to be an interest in this Note and become an interest in the
Restricted Note and, accordingly, will thereafter be subject to all transfer
restrictions and other procedures applicable to beneficial interests in such
Restricted Note for as long as it remains such an interest.

CONVERSION

     Subject to the requirements of Euroclear and Cedel, the Conversion Right
attaching to Notes in respect of which this Global Certificate is issued may be
exercised by the presentation to or to the order of any Conversion Agent of one
or more Conversion Notices in the form attached as EXHIBIT 4 duly completed by
or on behalf of a holder of a book-entry interest in such Note. Deposit of this
Global Certificate with the Conversion Agent together with the relevant
Conversion Notice shall not be required. The exercise of the Conversion Right
shall be notified by the Conversion Agent to the Issuer and the holder of this
Global Certificate. The provisions of Condition 5 shall otherwise apply.

     Where the Notes represented by this Global Certificate are to be converted,
the Conversion Notice need not be signed. In such case, delivery of the
Conversion Notice will constitute confirmation by the holder of a book-

                                      E-73
<PAGE>   56

entry interest in the Notes to be converted that the information and the
representations in the Conversion Notice are true and accurate on the date of
delivery.

PAYMENTS

     Payments of Accreted Principal Amount in respect of Notes represented by
this Global Certificate will be made against presentation and, if no further
payment falls to be made in respect of the Notes, surrender of this Global
Certificate to or to the order of the Principal Paying Agent or such other
Paying Agent as shall have been notified to the Noteholder for such purpose.

NOTICES

     So long as the Notes are represented by this Global Certificate and this
Global Certificate is held on behalf of Euroclear or Cedel, notices to
Noteholders may be given by delivery of the relevant notice to the relevant
clearing system(s) for communication by it to entitled accountholders in
substitution for notification as required by the Conditions except that, so long
as the Notes are listed on the AEX and the rules of that exchange so require,
notices shall also be published in a leading newspaper having general
circulation in the Netherlands.

ENFORCEMENT

     Unless this certificate is presented by an authorized representative of the
Issuer or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of The Bank of New York depository
(nominees) Limited or in such other name is requested by an authorized
representative of The Bank of New York depository (nominees) Limited, ANY
TRANSFER, PLEDGE, OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner thereof The Bank of New York
depository (nominees) Limited has an interest herein.

     This Global Certificate shall not be valid for any purpose until
authenticated by or on behalf of the Registrar.

     This Global Certificate is governed by, and shall be construed in
accordance with Netherlands law.

     IN WITNESS whereof the Issuer has caused this Global Certificate to be
signed on its behalf.

17 December 1999

VERSATEL TELECOM INTERNATIONAL N.V.

<TABLE>
<S>                                                <C>
By:                                                By:
--------------------------------------------       --------------------------------------------
Name:                                              Name:
Title:                                             Title:
</TABLE>

                                      E-74
<PAGE>   57

CERTIFICATE OF AUTHENTICATION

     Certified that the above-named holder is at the date hereof entered in the
register of Noteholders as holder of the above-mentioned principal amount of
Note.

ING BANK N.V., AS REGISTRAR

------------------------------------------------------
By:
Authorized Signatory

Dated:

                                      E-75
<PAGE>   58

                                   SCHEDULE A

SCHEDULE OF REDUCTIONS OR INCREASE IN PRINCIPAL AMOUNT OF NOTES IN RESPECT OF
WHICH THIS GLOBAL CERTIFICATE IS ISSUED

     The following reductions/increases in the principal amount of Notes in
respect of which this Global Certificate is issued have been made as a result of
(i) exercise of the Conversion Right attaching to Notes, or (ii) repayment or
cancellation of Notes, or (iii) transfers of Notes (including transfers if
interests between Global Certificates), or (iv) exchanges of interests in the
Notes represented by this Global Certificate for definitive Certificates as set
out in the Agency Agreement or (v) conversion on the Maturity Date pursuant to
the Conversion Right.

<TABLE>
<S>                      <C>                     <C>                     <C>
Date of Conversion/      Amount of decrease/     Principal amount of     Notation made by or
Redemptions or           increase in             and number of Notes     on behalf of the
Cancellations/Transfer/  principal amount of     evidenced by this       Registrar following
Exchange (stating        and number of Notes     Global Certificate      such
which)                   evidenced by this       following such          decrease/increase
                         Global Certificate      decrease/increase
</TABLE>

                                      E-76
<PAGE>   59

                                     EXHIBIT 2 TO THE GLOBAL NOTE (REGULATION S)

                                FORM OF TRANSFER

     FOR VALUE RECEIVED the undersigned hereby transfers the following principal
amounts of Notes in respect of which the Global Certificate is issued, and all
rights in respect thereof, to the transferee(s) listed below:

<TABLE>
<CAPTION>
                                                         NAME, ADDRESS AND ACCOUNT
        PRINCIPAL AMOUNT TRANSFERRED                     FOR PAYMENTS OF TRANSFEREE
        ----------------------------                     --------------------------
<S>                                             <C>

Dated:                                          Certifying Signature:
--------------------------------------------    -------------------------------

Name:
--------------------------------------------

                                            OR*

--------------------------------------------
Duly authorized officer

--------------------------------------------
Duly authorized officer

Accepted by:

--------------------------------------------
Duly authorized officer
</TABLE>

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

* Where the transfer is a corporation, this form of transfer must be endorsed
  under its common seal or under the hand of two of its officers duly authorized
  in writing.

Note:

     (i)   A representative of the Noteholder should state the capacity in which
           he signs, e.g. executor.

     (ii)   The signature of the person effecting a transfer shall conform to
            any list of duly authorized specimen signatures supplied by the
            registered holder or be certified by a recognised bank, notary
            public or in such other manner as the Registrar may require.

     (iii)  This form of transfer should be dated as of the date it is deposited
            with the relevant Transfer Agent.

                                      E-77
<PAGE>   60

                                     EXHIBIT 3 TO THE GLOBAL NOTE (REGULATION S)

                 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM
                      UNRESTRICTED NOTE TO RESTRICTED NOTE

VersaTelecom International N.V.
c/o ING Bank N.V.
Bijlmermeerplein 888
1102 BD Amsterdam-Zuidoost

                   RE: 4.0% SENIOR CONVERTIBLE NOTES DUE 2004
              (THE "NOTES") OF VERSATEL TELECOM INTERNATIONAL N.V.

     Reference is hereby made to the Agency Agreement dated as of December 17,
1999 (the "Agency Agreement") between VersaTel Telecom International N.V. and
ING Bank N.V., as Paying Agent, Conversion Agent, Conversion Calculation Agent
and registrar. Capitalized terms used but not defined herein shall have the
meanings given them in the Agency Agreement.

     This letter relates to  ______________ (being any integral multiple of
1,000) principal amount of the Notes beneficially held through interests in the
Unrestricted Note (Common Code No. 10546834) with [Euroclear] [Cedel] in the
name of  ______________ (the "Transferor") [Euroclear] [Cedel] account number
 ______________ . The transferor hereby requests that on [INSERT DATE] such
beneficial interest in the Unrestricted Note be [transferred] [exchanged] for an
interest in the Restricted Note (Common Code Number 10546842) in the same
principal denomination [and be transferred to  ______________ [Euroclear]
[Cedel] (account no.  ______________ )]. If this is a partial transfer, a
minimum of 1,000 and any integral multiple of 1,000 in excess thereof of the
Unrestricted Note will remain outstanding.

     In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such Notes are being transferred in
accordance with Rule 144A under the Securities Act to a transferee that the
transferor reasonably believes is purchasing the Notes for its own account or an
account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.

<TABLE>
<S>                                                <C>
Dated:                                             Name of Transferor:
--------------------------------------------       -------------------------------

                                                   By:
                                                   --------------------------------------------
                                                       Name:
                                                       Title:
                                                       Telephone No.:
</TABLE>

Please print name and address (including zip code number)

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                                      E-78
<PAGE>   61

                                         EXHIBIT 4 TO GLOBAL NOTE (REGULATION S)

     Any holder of Notes other than a foreign purchaser outside the United
States must include as an attachment to this Conversion Notice a letter
addressed to the Issuer if, at the time of such conversion, such Notes are
"restricted securities" within the meaning of Rule 144 under the Securities Act
stating that such holder agrees that if it should offer, resell or otherwise
transfer any ordinary shares issued upon conversion of its beneficial interests
in the Notes within the time period referred to in Rule 144(k) under the
Securities Act after the original issuance of the Notes, it will do so only (i)
to the Issuer or any subsidiary thereof, (ii) outside the United States in
compliance with Rule 903 or 904 under the Securities Act (and not in a
pre-arranged transaction resulting in the resale of such interests in the Notes
into the United States), or (iii) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act (if available). In each case in
accordance with any applicable securities laws of any state or the United States
or any other jurisdiction. Such attachment shall also include a statement by
such holder acknowledging that (i) it understands that the ordinary shares
issued upon conversion are "restricted securities" as defined in Rule 144(a)(3)
under the Securities Act and, as such, they are not fungible with any other
issued and outstanding ordinary shares or American Depositary Shares of the
Issuer and (ii) it agrees that so long as such ordinary shares issued upon
conversion are restricted securities, it will not deposit such ordinary shares
in an unrestricted American Depositary Receipt facility].

                                EUR 300,000,000

                     4.0% Convertible Senior Notes due 2004

                      VERSATEL TELECOM INTERNATIONAL N.V.

                               CONVERSION NOTICE

         (Please read the notes overleaf before competing this Notice)

Name:
--------------------------------------------------------------------------------

Date:
--------------------------------------------------------------------------------

Address:
--------------------------------------------------------------------------------

Signature:
--------------------------------------------------------------------------------

     Delivery of the Conversion Notice will constitute confirmation by the
holder of a beneficial interest in the Notes to be converted of VersaTel Telecom
International N.V. ("the Issuer") that the information and the representations
in the Conversion Notice are true and accurate on the date of delivery.

     As the Notes to be converted are represented by a Global Note and the Notes
are cleared through Morgan Guaranty Trust Company of New York, Brussels office,
as operator of the Euroclear system ("Euroclear") and/or Cedel Bank, societe
anonyme ("Cedel"), the Conversion Notice must be signed by or on behalf of the
beneficial owner of the Notes and sent to the Conversion Agent on behalf of the
Issuer.

                                      E-79
<PAGE>   62

To: VersaTel Telecom International N.V.

     I/We, being the holders of a beneficial interest in the Notes specified
below, hereby irrevocably elect to convert such Notes into ordinary shares
nominal value NLG 0.05 each of VersaTel Telecom International N.V. in bearer
form (the "Ordinary Shares") in accordance with Condition 5 of the Terms and
Conditions of the Notes (the "Terms and Conditions") and apply for the Ordinary
Shares to be delivered on conversion.

1.   Total principal amount of Notes to be converted:  ______________  .

     These Notes represent a co-ownership/beneficial interest in the Global Note
     held by Euroclear or Cedel.

2.   I/We hereby request that the Ordinary Shares (together with any other
     securities, property or cash) required to be delivered upon conversion be
     delivered via Euroclear/Cedel to  ______________ (account no.) to the order
     of  _____________________ (Euroclear/Cedel member).

3.   I/We hereby declare that all approvals, consents and authorizations (if
     any) required by the laws of The Netherlands to be obtained by me/us prior
     to the said conversion have been obtained and are in full force and effect
     and that any applicable condition thereto has been complied with by me/us.

4.   At the time of signing and delivery of this Conversion Notice, I/we
     represent and agree that I/we, or the person who has an interest in the
     Notes to be converted, is

     (A)  not a "U.S. person" and is obtaining such Ordinary Shares upon
        conversion in an "offshore transaction" (as such terms are defined in
        Regulation S under the United States Securities Act of 1933, as amended
        (the "Securities Act")) and is domiciled or has residence outside the
        United States (which term, as used herein means the United States of
        America (including the States and the District of Columbia, its
        territories, its possessions and other areas subject to its
        jurisdictions));

     (B)  a Qualified Institutional Buyer as defined in Rule 144A under the
        Securities Act (in which event such Qualified Institutional Buyer will
        be required to execute a letter in favor of the Issuer in the form
        referred to above).

PLEASE NOTE:

(i)  This Conversion Notice will be void unless the introductory details,
     Sections 1, 2, 3 and 4 are completed.

(ii) Your attention is drawn to Condition 5 of the Terms and Conditions with
     respect to the conditions precedent which must be fulfilled before the
     Notes specified above will be treated as effectively eligible for
     conversion.

(iii) Transfer of shares or other securities or property will be made at the
     risk and expense of the converting Noteholder and the converting Noteholder
     will be required to prepay the expenses of, and submit any necessary
     documents required in order to effect, despatch in the manner specified.

(iv) If as contemplated by the Terms and Conditions the converting Noteholder
     becomes entitled to additional Ordinary Shares (together with any other
     securities, property or cash), they will be delivered or dispatched in the
     same manner as the Ordinary Shares or other securities, property and cash
     previously issued or paid pursuant to the relevant Conversion Notice.

For Agent's use only:

1.   Note conversion identification reference

2.   Conversion Date:  ______________

3.   Aggregate principal amount of Notes in respect of which Notes have been
     deposited for conversion:  ______________

4.   Conversion Price on Conversion Date:  ______________

5.   Number of Ordinary Shares deliverable:  ______________
     (disregard fractions)

NOTE: The Conversion Agent must complete items 1 to 5.

                                      E-80
<PAGE>   63

                                               EXHIBIT A TO THE AGENCY AGREEMENT

                                EUR 300,000,000
                     4.0% Convertible Senior Notes due 2004
                      VERSATEL TELECOM INTERNATIONAL N.V.
                               CONVERSION NOTICE
         (Please read the notes overleaf before completing this Notice)

Name:
--------------------------------------------------------------------------------

Date:
--------------------------------------------------------------------------------

Address:
--------------------------------------------------------------------------------

Signature:
--------------------------------------------------------------------------------

     Delivery of the Conversion Notice will constitute confirmation by the
holder of a beneficial interest in the Notes to be converted of VersaTel Telecom
International N.V. ("the Issuer") that the information and the representations
in the Conversion Notice are true and accurate on the date of delivery.

     [The following paragraph only needs to be inserted if Conversion Notice
relates to a Global Note.] As the Notes to be converted are represented by a
Global Note and the Notes are cleared through Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear system ("Euroclear")
and/or Cedel bank, societe anonyme ("Cedel"), the Conversion Notice must be
signed by or on behalf of the benefical owner of the Notes and sent to the
Conversion Agent on behalf of the Issuer.

To: VersaTel Telecom International N.V.

     I/We, being the holders of a beneficial interest in the Notes specified
below, hereby irrevocably elect to convert such Notes into ordinary shares
nominal value NLG 0.05 each of VersaTel Telecom International N.V. in bearer
form (the "Ordinary Shares") in accordance with Condition 5 of the Terms and
Conditions of the Notes (the "Terms and Conditions") and apply for the Ordinary
Shares to be delivered on conversion.

1.   Total principal amount of Notes to be converted:  ______________

     These Notes represent a co-ownership/beneficial interest in the Global Note
     held by Euroclear or Cedel.

2.   I/we hereby request that the Ordinary Shares (together with any other
     securities, property or cash) required to be delivered upon conversion be
     delivered via Euroclear/Cedel to  ______________ (account no.) to the order
     of  ______________ (Euroclear/Cedel member).

3.   I/We hereby declare that all approvals, consents and authorizations (if
     any) required by the laws of The Netherlands to be obtained by me/us prior
     to the said conversion have been obtained and are in full force and effect
     and that any applicable condition thereto has been complied with by me/us.

4.   At the time of signing and delivery of this Conversion Notice, I/we
     represent and agree that I/we, or the person who has an interest in the
     Notes to be converted, is

                                      E-81
<PAGE>   64

     (A)  not a "U.S. person" and is obtaining such Ordinary Shares upon
          conversion in an "offshore transaction" (as such terms are defined in
          Regulation S under the United States Securities Act of 1933, as
          amended (the "Securities Act")) and is domiciled or has residence
          outside the United States (which term, as used herein means the United
          States of America (including the States and District of Columbia, its
          territories, its possessions and other areas subject to its
          jurisdictions));

     (B)  a Qualified Institutional Buyer as defined in Rule 144A under the
          Securities Act (in which event such Qualified Institutional Buyer will
          be required to execute a letter in favor of the Issuer in the form
          referred to above).

PLEASE NOTE:

(i)  This conversion Notice will be void unless the introductory details,
     Sections 1, 2, 3 and 4 are completed.

(ii) Your attention is drawn to Condition 5 of the Terms and Conditions with
     respect to the conditions precedent which must be fulfilled before the
     Notes specified above will be treated as effectively eligible for
     conversion.

(iii) Transfer of shares or other securities or property will be made at the
     risk and expense of the converting Noteholder and the converting Noteholder
     will be required to pre-pay the expenses of, and submit any necessary
     documents required in order to effect, despatch in the manner specified.

(iv) If as contemplated by the Terms and Conditions the converting Noteholder
     becomes entitled to additional Ordinary Shares (together with any other
     securities, property or cash), they will be delivered or dispatched in the
     same manner as the Ordinary Shares or other securities, property and cash
     previously issued or paid pursuant to the relevant Conversion Notice.

For Agent's use only:

1.   Note conversion identification reference:

2.   Conversion Date:  ______________

3.   Aggregate principal amount of Notes in respect of which Notes have been
     deposited for conversion:  ______________

4.   Conversion Price on Conversion Date:  ______________

5.   Number of Ordinary Shares deliverable:  ______________
     (disregard fractions)

NOTE: The Conversion Agent must complete items 1 to 5.

                                      E-82
<PAGE>   65

                                               EXHIBIT B TO THE AGENCY AGREEMENT

          Form of notification to be sent by facsimile transmission by
                      the Conversion Agent to the Issuer,
                     the Dividend Agent and the Registrar.
                                EUR 300,000,000
                         4.0% Convertible Senior Notes
                      VERSATEL TELECOM INTERNATIONAL N.V.

To:  ________________________________________

To: VERSATEL TELECOM INTERNATIONAL N.V.

     Note conversion identification reference:

     (A)

     (B)

     (C)

     (D)

     (E)

Regards

Conversion Agent

Explanation

     Against the letter (A) to (E) inclusive will be inserted the following
information with respect to the relevant Conversion Notice.

     (A)  =    name and address of converting holders of a beneficial interest
               in the Notes

     (B)  =    total principal amount of Notes to be converted by the same

     (C)  =    number of Ordinary Shares (excluding fractions) issuable

     (D)  =    the Conversion Date and the Conversion Price in respect of the
               conversion

     (E)   =    name and address of person to who Ordinary Shares are to be
                transferred or dispatched and the manner of transfer or
                dispatch.

                                      E-83
<PAGE>   66

                                               EXHIBIT C TO THE AGENCY AGREEMENT

           Form of notification to be sent by facsimile transmission
          by the Dividend Agent to the Conversion Agent which has sent
                         the relevant Conversion Notice
                                EUR 360,000,000
                   4.0% Convertible Senior Notes due 2004 of
                      VERSATEL TELECOM INTERNATIONAL N.V.

To: ING Bank N.V.
    As Conversion Agent

To: [          ] Attention: [          ])
    [          ] Attention: [          ])

     (A)

     (B)  (i)

        (ii)

        (iii)

     (C)

     (D)

Regards,

ING BANK N.V., AS DIVIDEND AGENT

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

By:

Name:

Title:

Explanation

     Against the letters (A) to (D) inclusive must be inserted the following
information with respect to the delivery of Ordinary Shares upon conversion:

     (A)  =    the identification code and number of the Agent who forwarded the
               copy of the Conversion Notice in respect of the Notes that have
               been converted.

     (B)  =    number of Ordinary Shares delivered upon conversion

     (C)  =    the date of transfer or despatch of the Ordinary Shares or the
               date the same were made available at the head office of the
               Paying Agent

     (D)  =    (if applicable) the name and address of the person to whom or to
               whose order the Ordinary Shares were transferred or despatched
               and, if applicable, the address to which and the manner in which
               they were transferred or despatched.

                                      E-84