EXHIBIT 2.8
                                                                  EXECUTION COPY


                    PRINCIPAL PAYING AGENT, CONVERSION AGENT,
                          CONVERSION CALCULATION AGENT
                             AND REGISTRAR AGREEMENT


                               Dated 30 March 2000

                                     between

                       VERSATEL TELECOM INTERNATIONAL N.V.

                                       and

                                  ING BANK N.V.


                                   relating to

                                 EUR 360,000,000
                          4 % Senior Convertible Notes
                                    due 2005





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              This Agreement is made on 30 March 2000 between VERSATEL TELECOM
INTERNATIONAL N.V. as issuer of the Notes referred to below (the "Issuer"), and
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;

                              W I T N E S S E T H :
                              - - - - - - - - - -

              WHEREAS, the Issuer will issue 4% Senior Convertible Notes due
2005 (the "Notes") in the aggregate initial principal amount of up to EUR
360,000,000 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

              WHEREAS, 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:

                             ARTICLE I - 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 (as defined below) ,
Clearstream (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.

                            ARTICLE II - APPOINTMENTS

              The Issuer hereby appoints the Bank to act as registrar (the
"Registrar"), 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

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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.

                             ARTICLE III - THE NOTES

              Section 3.1 - Form of the Notes (a) 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 l (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.

              (b) 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 Clearstream Banking, societe anonyme
("Clearstream") 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 and Clearstream, 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.

              (c) 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

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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 or by facsimile 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 or by
facsimile by or on behalf of the Registrar as is required under the applicable
regulations and conventions of Euroclear and Clearstream respectively, pursuant
to an order delivered by the Issuer to the Registrar, and signed by one of the
Issuer's authorized signatories.

                              ARTICLE IV - PAYMENT

              Section 4.1 - Payment to the Paying Agent (a) 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.

              (b) 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.

              (c) 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.

              (d) Any funds paid by or on behalf of the Issuer to the Paying
Agent pursuant to 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

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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 Clearstream 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 and 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 payments 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.

              ARTICLE V - NOTIFICATION 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.

                              ARTICLE VI - 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

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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.

                             ARTICLE VII - 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 the 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 or Clearstream as the case may be (if applicable).

              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 Agent 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 Clearstream
Participant or Euroclear 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 Clearstream; (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 shall 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 Clearstream
Participant.

              Section 7.3 - Notification to the Conversion Agent (a) As soon as
possible upon receipt of the notification 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

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Conversion Right has been exercised, confirming transfer in accordance with such
Conversion Notice of the relevant Ordinary Shares.

              (b) 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.

                  ARTICLE VIII - 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.

              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 the 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.


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                       ARTICLE IX - 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 or 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 the
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.

                       ARTICLE X - DUTIES OF THE REGISTRAR

              Section 10.1 - The Registrar (a) 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

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in Accreted Principal Amount in 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.

              (b) 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 (a) 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, Clearstream and the Registrar, any applicable transfer restrictions
imposed by law and the regulations of Euroclear and Clearstream 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 Clearstream will be notified by the common depository for
Euroclear and Clearstream 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.

              (b) 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).

              (c) 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 U.S. Securities Act of 1933, 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.


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                    ARTICLE XI - 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 reasonably 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.

              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
merchant. 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 in good faith.

                           ARTICLE XII - 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.


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              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.

                    ARTICLE XIII - 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.

                           ARTICLE XIV - 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.

              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.


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              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 of
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 Paying 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 Paying 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.

              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

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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 act 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 Replacement 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 or by facsimile by two duly authorized signatories of the
Issuer, and authenticated manually or by facsimile or on behalf of the Registrar
as is required under the applicable regulations and conventions of Euroclear and
Clearstream, 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.

                       ARTICLE XV - 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.


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              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 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 commencing 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 nor 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.

                              ARTICLE XVI - 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.
              Bijlmerplein 888
              1102 BD Amsterdam
              The Netherlands
<PAGE>
                                                                              14


              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.

               ARTICLE XVII - 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
         Noteholders; 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 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
<PAGE>
                                                                              15


              (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.

                 ARTICLE XVIII - 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.

                           ARTICLE XIX - COUNTERPARTS

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


<PAGE>
                                                                              16


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

                                    VERSATEL TELECOM INTERNATIONAL N.V.

                                             /s/ R. Gary Mesch
                                    --------------------------------------------
                                    Name:    R. Gary Mesch
                                    Title:   CEO


                                    ING BANK N.V.

                                             /s/ H. Frank
                                    --------------------------------------------
                                    Name:    Harald Frank
                                    Title:   Authorized Signatory


<PAGE>


                                                                         Annex 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 2005 (the "Notes"), in the
aggregate principal amount of Euro 300.0 million or up to Euro 360.0 million
including the over-allotment option will be issued by VersaTel Telecom
International N.V. (the "Company" or "VersaTel") in amounts of Euro 1,000 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, VersaTel's 11?% Senior Dollar Notes due 2009, VersaTel's
11?% Senior Euro Notes due 2009 and VersaTel's 4% Senior Convertible Notes due
2004 (collectively, the "Existing Notes") and VersaTel's 11 1/4% Senior Notes
due 2010. The Notes will mature on March 30, 2005 and be payable at a price of
126.6642% of the initial principal amount. The Notes will bear interest at 4%
per annum from March 30, 2000, payable in arrears annually on March 30 of each
year, commencing on March 30, 2001.

         At any time on or after May 9, 2000 up to and including March 16, 2005,
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 16.4582
Ordinary Shares per Euro 1,000 initial principal amount (and not their Accreted
Principal Amount) (representing a conversion price of Euro 60.76 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 March 30, 2003, 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 March 30, 2000 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 Euro
1,000 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

<PAGE>
                                                                               2

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 Clearstream, or a nominee thereof. 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 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 Clearstream, 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 Clearstream. 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 Clearstream in the Notes will be represented by book entries on the records
of Euroclear and Clearstream, 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
Clearstream will credit, on its respective book-entry registration and transfer
system, the respective principal amounts of the Notes

<PAGE>
                                                                               3


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 Clearstream 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 Clearstream
Participants or persons that may hold interests through Euroclear Participants
or Clearstream 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 Clearstream (with respect to
Euroclear Participants' and Clearstream Participants' interest)

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

(5)      So long as Euroclear, Clearstream or a nominee thereof is the
registered holder and owner of a Global Note, Euroclear, Clearstream or such
nominee, as the case may be, will be considered the sole and holder of 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, Clearstream or a nominee
thereof will not be permitted unless either (i) Euroclear or Clearstream
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 Clearstream Participants shall be effected in accordance with
procedures established by Euroclear and Clearstream, as applicable.


<PAGE>
                                                                               4


(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 he 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 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 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 Dale 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 Clearstream.

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 March 30, 2000 at the rate of 4% per annum
(the "Rate of Interest"), payable annually in arrears on March 30 of each year
subject as provided in Condition 6.

<PAGE>
                                                                               5


(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 March 30, 2005 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
March 30, 2003, 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
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.


<PAGE>
                                                                               6


         "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, jointstock 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 May 9, 2000 up to and including March 16,
2005; 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.

(5)      The price at which Ordinary Shares will be delivered by the Company to
Noteholders upon conversion will be Euro 60.76 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 16.4582
Ordinary Shares will be delivered upon conversion of each Note in the principal
amount of Euro 1,000, 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.


<PAGE>
                                                                               7


(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
Clearstream, 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 Clearstream Participant,
as the case may be, who is shown in the records of Euroclear or Clearstream, 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 Clearstream, 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 agent with respect to the Company's bearer shares (currently
ING Bank N.V.) to Euroclear or Clearstream, 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

<PAGE>
                                                                               8


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 Clearstream 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.

<PAGE>
                                                                               9


"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.

(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
("verdwijnende 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 ss.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

<PAGE>
                                                                              10


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).

(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 Euro 1,000 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):

Accreted Principal Amount = (Previous Accreted Principal Amount
X(1 + ((r Xd)/p)) -- AI


<PAGE>
                                                                              11


         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, Euro 1,000), as set out
                                     below:

            Interest Payment Date         Accreted Principal Amount (Euro)
            ---------------------         ---------------------------------
            March 30, 2001                          1,045.00
            March 30, 2002                          1,093.83
            March 30, 2003                          1,146.80
            March 30, 2004                          1,204.28
            March 30, 2005                          1,266.64



_______________
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.

         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


<PAGE>
                                                                              12


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 Clearstream in euro. The amount of payments to Euroclear and Clearstream
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 Clearstream 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 Clearstream 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.

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
<PAGE>
                                                                              13


(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
<PAGE>
                                                                              14


(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 he 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 Clearstream 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 Clearstream, 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 Clearstream and Euroclear.


<PAGE>
                                                                              15


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.

(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?%) 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.

<PAGE>
                                                                              16


         The Unrestricted Notes have been accepted for clearance through
Euroclear and Clearstream under Common Code number 010972671 and have been
assigned Identification Number ("ISIN") XSO109726710. The Restricted Notes have
been accepted for clearance by Euroclear and Clearstream under Common Code
number 10972728 and have been assigned ISIN XSO109727288.





<PAGE>




                                                                        Annex 2A


                       Form of Definitive Note (Rule 144A)

                                                       ISIN No. XS0109727288
                                                     Common Code No. 010972728
                                                          Certificate No.


                       VERSATEL TELECOM INTERNATIONAL N.V.
                                       EUR
                           4% Senior Convertible Notes
                                    due 2005

         The Notes in respect of which this 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 _________ 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

<PAGE>
                                                                               2

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.

         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, TRANSFERED, 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

<PAGE>
                                                                               3


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 HOLDER OR BENEFICIAL OWNER OF SHARES RECEIVED UPON CONVERSION OF THIS NOTE
MAY NOT DEPOSIT OR CAUSE TO BE DEPOSITED SUCH SHARES INTO VERSATEL TELECOM
INTERNATIONAL N.V.'S AMERICAN DEPOSITARY RECEIPT FACILITY OR ANY OTHER
UNRESTRICTED AMERICAN DEPOSITARY RECEIPT FACILITY FOR SO LONG AS SUCH SHARES ARE
"RESTRICTED SECURITIES" (WITHIN THE MEANING OF RULE 144(a)(3) THAT ARE NOT
ELIGIBLE FOR SALE PURSUANT TO RULE 144(k) 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

<PAGE>
                                                                               4


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 Clearstream, 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 Clearstream, 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 Clearstream, to the extent applicable,
containing information regarding the Euroclear or Clearstream 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 904 of Regulation S or Rule 144 under the Securities
Act, the Registrar shall promptly deliver appropriate instructions to Euroclear
or Clearstream, 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 Clearstream, or their nominee, or the custodian for
Euroclear or Clearstream, 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
Clearstream, 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
Clearstream, 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

<PAGE>
                                                                               5


restrictions and other procedures applicable to beneficial interests 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
Exihibit 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.


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

VERSATEL TELECOM INTERNATIONAL N.V.


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


<PAGE>
                                                                               6


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:

Authorised Signatory

Dated:

<PAGE>



                                    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:

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


* 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 recognises 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.

<PAGE>



                                    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% Senior Convertible Notes due 2005
              (the "Notes") of VersaTel Telecom International N.V.


         Reference is hereby made to the Agency Agreement dated as of March 30,
2000 (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 EUR ____________(being any integral multiple of
EUR 1,000) principal amount of Notes beneficially held through interests in the
Restricted Note (Common Code Number 010972728) with Euroclear and/or Clearstream
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. 010972671) in the same principal denomination [and be
transferred to ____________([Euroclear] [Clearstream] account no. _______)]. If
this is a partial transfer, a minimum amount of EUR 1,000 and any integral
multiple of EUR 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 and in accordance
              with Rule 903 or 904 or Regulation S under the Securities Act,
              and;



<PAGE>
                                                                               2

         (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


         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.

Dated: ____________________
                                        [Name of Transferor]

                                        By:
                                           ---------------------
                                        Name:
                                        Title:
                                        Telephone No.:

Please print name and address
  (including zip code number)     ----------------------------------

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

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


<PAGE>


                                      Exhibit 4 to the Rule 144A Definitive 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 o

                      4% Senior Convertible Notes due 2005
                      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.



<PAGE>
                                                                               2


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 ______.

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.


<PAGE>
                                                                               3


(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.


<PAGE>




                                                                        Annex 2B


                     Form of Definitive Note (Regulation S)

                              Isin No. XS0109726710
                            Common Code No. 010972671

                                                        Certificate No.


                       VERSATEL TELECOM INTERNATIONAL N.V.
                                       EUR
                           4% Senior Convertible Notes
                                    due 2005

              The Notes in respect of which this 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 _________ 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.



<PAGE>
                                                                               2


              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.

              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

<PAGE>
                                                                               3


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 HOLDER OR BENEFICIAL OWNER OF SHARES RECEIVED UPON CONVERSION OF THIS NOTE
MAY NOT DEPOSIT OR CAUSE TO BE DEPOSITED SUCH SHARES INTO VERSATEL TELECOM
INTERNATIONAL N.V.'S AMERICAN DEPOSITARY RECEIPT FACILITY OR ANY OTHER
UNRESTRICTED AMERICAN DEPOSITARY RECEIPT FACILITY FOR SO LONG AS SUCH SHARES ARE
"RESTRICTED SECURITIES" (WITHIN THE MEANING OF RULE 144(a)(3) THAT ARE NOT
ELIGIBLE FOR SALE PURSUANT TO RULE 144(k) 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


<PAGE>
                                                                               4


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 Clearstream, 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 Clearstream, 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 Clearstream, to
the extent applicable, containing information regarding the Euroclear or
Clearstream 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 904 of Regulation S
or Rule 144 under the Securities Act, the Registrar shall promptly deliver
appropriate instructions to Euroclear or Clearstream, 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 Clearstream, or their
nominee, or the custodian for Euroclear or Clearstream, 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 Clearstream, 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
Clearstream, the foregoing language may be appropriately modified]


<PAGE>
                                                                               5


              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

              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.


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


<PAGE>
                                                                               6


VERSATEL TELECOM INTERNATIONAL N.V.


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


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:

<PAGE>



                                    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:

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


* 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 recognises 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.

<PAGE>



                                    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% Senior Convertible Notes due 2005
              (the "Notes") of VersaTel Telecom International N.V.


              Reference is hereby made to the Agency Agreement dated as of March
30, 2000 (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 EUR ____________(being any integral
multiple of EUR 1,000) principal amount of Notes beneficially held through
interests in the Restricted Note (Common Code Number 010972728) with Euroclear
and/or Clearstream 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. 010972671) in the same principal
denomination [and be transferred to ____________([Euroclear] [Clearstream]
account no. _______)]. If this is a partial transfer, a minimum amount of EUR
1,000 and any integral multiple of EUR 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 and in
                   accordance with Rule 903 or 904 or Regulation S under the
                   Securities Act, and;



<PAGE>
                                                                               2


              (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


              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.

Dated: ____________________
                                        [Name of Transferor]

                                        By:
                                           ---------------------
                                        Name:
                                        Title:
                                        Telephone No.:

Please print name and address
  (including zip code number)     ----------------------------------

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

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

<PAGE>


                                      Exhibit 4 to the Rule 144A Definitive 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 o
                      4% Senior Convertible Notes due 2005
                      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.



<PAGE>
                                                                               2


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 ______ .

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.


<PAGE>
                                                                               3


(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.

<PAGE>


                                                                        ANNEX 3A


                          Form of Rule 144A Global Note


                                 CERTIFICATE No.

                              Isin No. XS0109727288
                            Common Code No. 010972728

                       VERSATEL TELECOM INTERNATIONAL N.V.

                                      EUR o
                           4% Senior Convertible Notes
                                    due 2005

              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 o
(o 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.



<PAGE>
                                                                               2


              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"), Clearstreambank, societe anonyme
("Clearstream") or an alternative clearing system (as defined under "Notices"
below) unless either (1) Euroclear or Clearstream 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

              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.


<PAGE>
                                                                               3


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, TRANSFERED, 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

<PAGE>
                                                                               4


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 HOLDER OR BENEFICIAL OWNER OF SHARES RECEIVED UPON CONVERSION OF THIS NOTE
MAY NOT DEPOSIT OR CAUSE TO BE DEPOSITED SUCH SHARES INTO VERSATEL TELECOM
INTERNATIONAL N.V.'S AMERICAN DEPOSITARY RECEIPT FACILITY OR ANY OTHER
UNRESTRICTED AMERICAN DEPOSITARY RECEIPT FACILITY FOR SO LONG AS SUCH SHARES ARE
"RESTRICTED SECURITIES" (WITHIN THE MEANING OF RULE 144(a)(3) THAT ARE NOT
ELIGIBLE FOR SALE PURSUANT TO RULE 144(k) 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 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 Clearstream, 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 Clearstream, 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 Clearstream, to
the extent applicable, containing information regarding the Euroclear or
Clearstream 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

<PAGE>
                                                                               5


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 Clearstream, 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
Clearstream, or their nominee, or the custodian for Euroclear or Clearstream, 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 Clearstream, 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 Clearstream, 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.


<PAGE>
                                                                               6


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 Clearstream,
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.


<PAGE>
                                                                               7


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

30 March 2000

VERSATEL TELECOM INTERNATIONAL N.V.

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




<PAGE>
                                                                               8


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:


<PAGE>



                          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>
<CAPTION>

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


<PAGE>



                                        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:

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


* 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 recognises 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.

<PAGE>



                                        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% Senior Convertible Notes due 2005
              (the "Notes") of VersaTel Telecom International N.V.


              Reference is hereby made to the Agency Agreement dated as of March
30, 2000 (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 EUR ____________ (being any integral multiple of EUR
1,000) principal amount of Notes beneficially held through interests in the
Restricted Note (Common Code Number 010972728) with Euroclear and/or Clearstream
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. 010972671) in the same principal denomination [and be
transferred to _____ [Euroclear][Clearstream](account no. _______)]. If this is
a partial transfer, a minimum amount of EUR 1,000 and any integral multiple of
EUR 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 and in accordance
              Rule 903 or 904 or Regulation S under the Securities Act,;



<PAGE>
                                                                               2


         (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




<PAGE>
                                                                               3


              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.

Dated: ____________________
                                        [Name of Transferor]

                                        By:
                                           ---------------------
                                        Name:
                                        Title:
                                        Telephone No.:

Please print name and address
  (including zip code number)     ----------------------------------

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

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

<PAGE>



                                          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 o

                      4% Senior Convertible Notes due 2005

                       VERSATEL TELECOM INTERNATIONAL N.V.

                                CONVERSION NOTICE

          (Please read the notes overleaf before competing this Notice)

Name:
     -------------------------
Date:
     -------------------------

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

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


<PAGE>
                                                                               2


              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
Clearstream Bank ("Clearstream"), 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 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 Clearstream.

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/Clearstream to ______ (account no.) to the order of
     _____ (Euroclear/Clearstream 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
<PAGE>
                                                                               3


         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.

<PAGE>


                                                                        ANNEX 3B

                        Form of Regulation S Global Note


                              Isin No. XS0109726710
                            Common Code No. 010972671
                                 CERTIFICATE No.

                       VERSATEL TELECOM INTERNATIONAL N.V.

                                      EUR o
                           4% Senior Convertible Notes
                                    due 2005

                  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
o (o 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.

<PAGE>
                                                                               2

                  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"), Clearstream Banking,
societe anonyme ("Clearstream") or an alternative clearing system (as defined
under "Notices" below) unless either (1) Euroclear or Clearstream 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.

                  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.
<PAGE>
                                                                               3

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, TRANSFERED, 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,CERTIFICATIN
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
<PAGE>
                                                                               4

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 TERMINATINO 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 HOLDER OR BENEFICIAL OWNER OF SHARES RECEIVED UPON CONVERSION OF THIS NOTE
MAY NOT DEPOSIT OR CAUSE TO BE DEPOSITED SUCH SHARES INTO VERSATEL TELECOM
INTERNATIONAL N.V.'S AMERICAN DEPOSITARY RECEIPT FACILITY OR ANY OTHER
UNRESTRICTED AMERICAN DEPOSITARY RECEIPT FACILITY FOR SO LONG AS SUCH SHARES ARE
"RESTRICTED SECURITIES" (WITHIN THE MEANING OF RULE 144(a)(3) THAT ARE NOT
ELIGIBLE FOR SALE PURSUANT TO RULE 144(k) 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 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
Clearstream, 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
Clearstream, 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 Clearstream, as
the case may be, containing information regarding the account with Euroclear or
Clearstream 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
<PAGE>
                                                                               5

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
Institutinal 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 Clearstream, their nominee, or the custodian for Euroclear or
Clearstream, 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 Clearstream, their nominee, or
the custodian for Euroclear or Clearstream, 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 Clearstream, 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-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.
<PAGE>
                                                                               6

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
Clearstream, 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.
<PAGE>
                                                                               7

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

30 March 2000

VERSATEL TELECOM INTERNATIONAL N.V.


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



<PAGE>
                                                                               8

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:

<PAGE>

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


<PAGE>

                                     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:

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


* 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 recognises 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.

<PAGE>

                                     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% Senior Convertible Notes due 2005 (the "Notes") of
                      VersaTel Telecom International N.V.

                  Reference is hereby made to the Agency Agreement dated as of
March 30, 2000 (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 EUR ____ (being any integral multiple
of EUR 1,000) principal amount of the Notes beneficially held through interests
in the Unrestricted Note (Common Code No. 010972671) with
[Euroclear][Clearstream] in the name of ________ (the "Transferor")
[Euroclear][Clearstream] 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 010972728) in the same principal denomination [and be transferred to
_______ [Euroclear][Clearstream] (account no. _________)]. If this is a partial
transfer, a minimum of EUR 1,000 and any integral multiple of EUR 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 Securties 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.



<PAGE>
                                                                               2

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

Dated:
       ------------------------
                                               Name of Transferor
                                               By:
                                                   ----------------------
                                               Name:
                                               Title:
                                               Telephone No.:

Please print name and address (including zip code number)
                                                          -----------------
                                                          -----------------

<PAGE>

                                         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 o

                      4 % Senior Convertible Notes due 2005

                       VERSATEL TELECOM INTERNATIONAL N.V.

                                CONVERSION NOTICE

          (Please read the notes overleaf before competing this Notice)
Name:
      -------------------------
Date:
      -------------------------
Address:
         ----------------------
Signature:
           --------------------


<PAGE>
                                                                               2

                  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
Clearstream Banking, societe anonyme ("Clearstream"), 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 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 Clearstream.

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/Clearstream to ______ (account no.) to the order of
     _____ (Euroclear/Clearstream 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
<PAGE>
                                                                               3

         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.



<PAGE>

                                               Exhibit A to the Agency Agreement
                                               ---------------------------------


                  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 360,000,000

                      4 % Senior Convertible Notes due 2005

                       VERSATEL TELECOM INTERNATIONAL N.V.

                                CONVERSION NOTICE

         (Please read the notes overleaf before completing this Notice)

Name:
      -------------------------
Date:
      -------------------------
Address:
         ----------------------
Signature:
           --------------------

<PAGE>

                                                                               2

                  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
Clearstream Banking, societe anonyme ("Clearstream"), 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
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 Clearstream.

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/Clearstream to ______ (account no.) to the order
      of _____ (Euroclear/Clearstream 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
<PAGE>

                                                                               3

      (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: _________

<PAGE>

                                                                               4

4.    Conversion Price on Conversion Date: _________
5.    Number of Ordinary Shares deliverable: _________
      (disregard fractions)

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


<PAGE>

                                               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 360,000,000
                     4% Senior Convertible Notes due 2005 of
                       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) is suable
(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.


<PAGE>

                                               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% Senior Convertible Notes due 2005 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



<PAGE>

                                                                               2

(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.