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CLIFFORD
CHANCE
                                                                  Exhibit 10.23


                        MEMBERS OF THE COMPLETEL GROUP

                                 AS BORROWERS

                          GOLDMAN SACHS INTERNATIONAL

                                    PARIBAS

                               AS LEAD ARRANGERS

                                    PARIBAS

                               AS FACILITY AGENT

                                    PARIBAS

                               AS SECURITY AGENT

                                      AND

                                    OTHERS

               -------------------------------------------------
                             AMENDED AND RESTATED
                               (EURO)265,000,000
                               CREDIT AGREEMENT
               -------------------------------------------------


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                                   CONTENTS
Clause                                                                    Page


1.  Definitions And Interpretation........................................  1

2.  The Facilities........................................................ 26

3.  Utilisation Of The Tranche A Term Facility............................ 28

4.  Interest Periods For Term Advances.................................... 31

5.  Payment And Calculation Of Interest On Term Advances.................. 32

6.  Utilisation Of The Revolving Facility................................. 33

7.  Payment And Calculation Of Interest On Revolving Advances............. 36

8.  Conversion And Working Capital Facility............................... 37

9.  Market Disruption And Alternative Interest Rates...................... 38

10. Notification.......................................................... 39

11. Repayment Of The Term Facilities...................................... 39

12. Repayment Of The Revolving Facility................................... 40

13. Cancellation And Prepayment........................................... 40

14. Mandatory Prepayment.................................................. 43

15. Taxes................................................................. 45

16. Tax Receipts.......................................................... 46

17. Increased Costs....................................................... 48

18. Illegality............................................................ 49

19. Mitigation............................................................ 50

20. Representations....................................................... 50

21. Financial And Other Information....................................... 56

22. Financial Condition................................................... 59

23. Covenants............................................................. 63

24. Events Of Default..................................................... 70

25. Guarantee And Indemnity............................................... 74

26. Commitment Commission And Fees........................................ 78

27. Costs And Expenses.................................................... 79

28. Default Interest And Break Costs...................................... 80

29. Parent's Indemnities.................................................. 81

30. Currency Of Account And Payment....................................... 82

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31. Payments............................................................... 82

32. Set-Off................................................................ 84

33. Sharing................................................................ 85

34. The Facility Agent, The Lead Arrangers And The Participants............ 86

35. Assignments And Transfers.............................................. 91

36. Additional Borrowers................................................... 95

37. Additional Guarantors.................................................. 95

38. Calculations And Evidence Of Debt...................................... 96

39. Remedies And Waivers, Partial Invalidity............................... 97

40. Notices................................................................ 98

41. Counterparts........................................................... 99

42. Amendments............................................................. 99

43. Governing Law..........................................................101

44. Jurisdiction...........................................................101

45. EIF Risk Participation.................................................102

Schedule 1 The Original Parties............................................103
    Part A.................................................................103
    Part B.................................................................103
    Part C.................................................................105

Schedule 2 Form Of Transfer Certificate....................................106

Schedule 3 Conditions Precedent............................................109

Schedule 4 Notice Of Drawdown..............................................114

Schedule 5 Existing Encumbrances, Guarantees And Indemnities...............116
    Part A  Existing Encumbrances..........................................116
    Part B  Guarantees And Indemnities.....................................121

Schedule 6 Form Of Compliance Certificate..................................123

Schedule 7 Original Shareholders...........................................125

Schedule 8 Form Of Borrower And Guarantor Accession Memorandum.............126
    Part A  Memorandum.....................................................126
    Part B  Form Of Guarantor Accession Memorandum.........................128

Schedule 9 Additional Conditions Precedent.................................130

Schedule 10 Material Agreements............................................132

Schedule 11 Mandatory Costs................................................133

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Schedule 12 Margin Adjustment............................................. 135

Schedule 13 Existing Bank Accounts........................................ 137

Schedule 14 Form Of Charge Over Business (Nantissement De Fonds
            De Commerce) To Be Executed By Completel Services
            S.A.S. In Accordance With Clause 23.11.3...................... 139

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THIS AGREEMENT originally dated 6 January 2000 and set out below as amended and
restated as of the Effective Date, is made on 17 March 2000

BETWEEN

(1)  COMPLETEL EUROPE N.V. (the "Parent");

(2)  COMPLETEL S.A.S. in its capacity as the obligors' agent (the "Obligors'
     Agent");

(3)  THE COMPANIES listed in Part A of Schedule 1 as, and in their capacity as,
     borrowers hereunder (the "Original Borrowers");

(4)  THE COMPANIES listed in Part B of Schedule 1 as, and in their capacity as,
     original  guarantors hereunder (the "Original Guarantors");

(5)  GOLDMAN SACHS INTERNATIONAL and PARIBAS as lead arrangers of the Facilities
     (the "Lead Arrangers");

(6)  PARIBAS as facility agent for the Participants (the "Facility Agent");

(7)  PARIBAS as security agent for the Banks (the "Security Agent");

(8)  EUROPEAN INVESTMENT FUND as risk participant (the "EIF"); and

(9) THE BANKS (as defined below).

IT IS AGREED as follows.

1.  DEFINITIONS AND INTERPRETATION

1.1 Definitions
    In this Agreement:

    "AART" shall have the meaning as set out in Clause 22 (Financial Condition);
    and for the purpose of sub-clause 6.2.5(ii), as varied therein.

    "Additional Borrower" means any company which has become an additional
    borrower in accordance with Clause 36 (Additional Borrowers).

    "Additional Guarantor" means any company which has become an additional
    guarantor in accordance with Clause 37 (Additional Guarantors).

    "Additional Obligor" means an Additional Borrower or Additional Guarantor.

    "Advance" means a Revolving Advance or a Term Advance.

    "Agents" means the Facility Agent and the Security Agent; and "Agent" means
    any one of them.

    "Amendment Agreement" means the Supplemental Deed dated 17 March 2000
    pursuant to which the parties thereto agreed to amend this Agreement and the
    Subordination, Security Agency and Intercreditor Deed.


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    "Annualised EBITDA" shall have the meaning as set out in Clause 22
    (Financial Condition).

    "Annualised Direct Client Revenues" shall have the meaning as set out in
    Clause 22 (Financial Condition).

    "Annualised Net Revenue" means, on any date of determination, the aggregate
    of Direct Client Revenues and Indirect Client Revenues calculated from the
    aggregate of such revenues as indicated in the three most recently delivered
    monthly management statements delivered pursuant to Clause 21.3 (Monthly
    Management Statements) and multiplied by four.

    "Applicable Interest Rate" means, in relation to any Advance, the Taux
    Effectif Global, as defined by Art. L313-1 of the French Code de la
    Consommation applicable to such Advance, as determined by the Facility Agent
    three Business Days prior to the proposed day for such Advance.

    "Applicable Margin" means:

    (a)  in relation to the Tranche A Term Facility, 3.75 per cent. per annum
         subject to Schedule 12 (Margin Adjustment); and

    (b)  in relation to the Revolving Facility and the Tranche B Term Facility,
         3.00 per cent. per annum subject to Schedule 12 (Margin Adjustment).
         "ART" means the Autorite de Regulation des Telecommunications (or any
         successor entity).

    "Authorised Signatory" means, in relation to an Obligor or proposed Obligor,
    any person (I) who is duly authorised (in such manner as may be reasonably
    acceptable to the Facility Agent); and (II) in respect of whom the Facility
    Agent has received a certificate either (a) delivered pursuant to paragraph
    A1(c) of Schedule 3 (Conditions Precedent); or (b) signed by a director or
    another Authorised Signatory of such Obligor or proposed Obligor setting out
    the name and signature of such person and confirming such person's authority
    to act.

    "Available Commitment" means, in relation to a Bank at any time, the
    aggregate of its Available Tranche A Term Commitment and Available Revolving
    Commitment.

    "Available Revolving Commitment" means, in relation to a Bank at any time
    and save as otherwise provided herein, its Revolving Commitment at such time
    less its share of the Revolving Advances which are then outstanding and not
    due for repayment, provided that such amount shall not be less than zero.

    "Available Revolving Facility" means, at any time, the aggregate amount of
    the Available Revolving Commitments adjusted, in the case of any proposed
    drawdown, so as to take into account:


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    (a)  any reduction in the Revolving Commitment of a Bank pursuant to the
         terms hereof;

    (b)  any Revolving Advance which, pursuant to any other drawdown, is to be
         made; and

    (c)  any Revolving Advance which is due to be repaid,

    on or before the proposed drawdown date.

    "Available Tranche A Term Commitment" means, in relation to a Bank at any
    time and save as otherwise provided herein, its Tranche A Term Commitment at
    such time less the aggregate of its share of the Tranche A Term Advances
    which are then outstanding.

    "Available Tranche A Term Facility" means, at any time, the aggregate amount
    of the Available Tranche A Term Commitments adjusted, in the case of any
    proposed drawdown, so as to take into account any reduction in the Tranche A
    Term Commitment of a Bank on or before the proposed drawdown date pursuant
    to the terms hereof.

    "Bank" means any financial institution:

    (a)  named in Part C of Schedule 1 (The Banks); or

    (b)  which has become a party hereto in accordance with Clause 35.4
         (Assignments by Banks) or Clause 35.5 (Transfers by Participants), and
         which has not ceased to be a party hereto in accordance with the terms
         hereof.

    "Bank Accounts" means all accounts maintained by the Obligor Group with any
    financial institution (other than those accounts which are the subject of a
    Permitted Encumbrance).

    "Borrower Accession Memorandum" means a memorandum substantially in the form
    set out in Part A of Schedule 8 (Form of Borrower and Guarantor Accession
    Memorandum).

    "Borrowers" means the Original Borrowers and any Additional Borrowers.

    "Business Day" means:

    (a)  a day (other than a Saturday or Sunday) which is not a public holiday
         and on which banks generally are open for business in Frankfurt, Paris
         and London; and

    (b)  (in relation to any date for payment or purchase of a sum denominated
         in euro) the Trans-European Automated Real-Time Gross Settlement
         Express Transfer System (TARGET), or any successor thereto, is
         operating credit and transfer instructions in respect of payments in
         euro.


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    "Business Plan" means the annual management base case for the Group
    delivered to the Facility Agent pursuant to Clause 2.3 (Conditions
    Precedent) as set out in Appendix 1 to the Information Memorandum.

    "Business Plan Report" the report prepared by Analysys Inc. dated 12
    November 1999 on the Business Plan for the Group and addressed to Goldman
    Sachs and Paribas.

    "Capital Expenditure" means any expenditure or obligations as determined in
    accordance with US GAAP.

    "Cash Equivalent Investments" means:

    (a)  debt securities denominated in sterling, in dollars or in euros ("Other
         Currency") issued by the United Kingdom, the United States of America
         or any Participating Member State which are not convertible into any
         other form of security;

    (b)  debt securities denominated in sterling or any Other Currency which are
         not convertible into any other form of security, rated P-1 (Moody's
         Investor Services Inc.) or A-1 (Standard & Poors' Corporation) (or any
         equivalent successor rating) which are not issued or guaranteed by any
         member of the Group;

    (c)  certificates of deposit denominated in sterling or any Other Currency
         issued by, and acceptances by, banking institutions authorised under
         applicable legislation of any Participating Member State which at the
         time of making such issue or acceptances, have outstanding debt
         securities rated as provided in paragraph (b) above; and

    (d)  such other securities (if any) as are approved in writing by the
         Facility Agent.

    "CECC" means CompleTel ECC B.V..

    "Charge over High Yield Account" means the charge agreement in respect of
    the High Yield Account dated on or about the date hereof in the agreed form.

    "Commitment" means, in relation to a Bank at any time, the aggregate of its
    Tranche A Term Commitment and its Revolving Commitment.

    "Compliance Certificate" means a certificate substantially in the form set
    out in Schedule 6 (Form of Compliance Certificate).

    "Computer System" means any computer hardware or software or any equipment
    operated by electronic means with embedded software.

    "Constructed" means, in relation to MAN-Network, that such fibre network has
    been installed in duct either leased by or owned by the Group and that such
    wireless transmission network has been installed as part of the French
    Network or the German Network; and in relation to any Leased Capacity
    therein, that the Lease Agreement


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    under which such duct, capacity or line is leased has come into full force
    and effect (and all conditions (if any) therein have been satisfied in all
    material respects).

    "Conversion Available Amount" means 141,000,000.

    "Converted Amount" means the amount as defined in Clause 8.2 (Conversion and
    the Tranche B Term Facility).

    "Conversion Date" means 30 December 2002.

    "Credit Facility Documents" means the Finance Documents and the Intercompany
    CECC Facility Agreement.

    "Customer" means any person who has entered into a contract to use the MAN-
    Network in Germany or France and any other person using the services of any
    member of the Group pursuant to a contract including, without limitation,
    information or internet services.

    "Debt Service Coverage Ratio" shall have the meaning as set out in Clause 22
    (Financial Condition).

    "Direct Client Revenues" means the aggregate of revenues (net of allowance
    for bad debts) of each member of the Group from Customers (other than
    Indirect Client Revenues).

    "Dispute" means any dispute referred to in Clause 44 (Jurisdiction).

    "Due Diligence Reports" means the legal due diligence report prepared by
    Norton Rose (as counsel to the Group) in relation to factual matters, other
    than regulatory matters, concerning CompleTel SAS, CompleTel Services SAS
    and Acces Solutions Internet dated 6 December 1999; and the due diligence
    report prepared by Clifford Chance in relation to factual matters, other
    than regulatory matters, concerning CompleTel GmbH dated 31 December 1999,
    each addressed to the Lead Arrangers, the Agents and the Banks.

    "EBITDA" shall have the meaning as set out in Clause 22 (Financial
    Condition).

    "Effective Date" shall have the meaning given to this term in the Amendment
    Agreement.

    "Effective Global Rate" shall have the meaning set out in sub-clause 2.7.1
    of Clause 2.7 (French Borrowers: Effective Global Rate of Return).

    "EMU" means Economic and Monetary Union as contemplated in the Treaty on
    European Union.

    "EMU Legislation" means legislative measures of the European Union for the
    introduction of, changeover to or operation of the euro in one or more
    member states, being in part legislative measures to implement EMU.


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    "Encumbrance" means (a) a mortgage, charge, pledge, lien or other
    encumbrance securing any obligation of any person, (b) any arrangement with
    a financial institution under which money or claims to, or the benefit of,
    an account with such institution may be applied, set off or made subject to
    a combination of accounts so as to effect discharge of any sum owed or
    payable to such institution or (c) any other type of preferential
    arrangement (including any title transfer and retention arrangement) having
    a similar effect.

    "Environmental Claim" means any claim, proceeding or investigation by any
    person pursuant to any Environmental Law.

    "Environmental Law" means any law applicable to the Telecoms Business
    undertaken by the Group which relates to the pollution or protection of the
    environment or harm to or the protection of human health or the health of
    animals or plants.

    "Environmental Permits" means any permit, licence, consent, approval and
    other authorisation and the filing of any notification, report or assessment
    required under any Environmental Law for the operation of the Telecoms
    Business undertaken by the Group.

    "EURIBOR" means, in relation to any amount to be advanced to, or owing by,
    an Obligor under the Finance Documents in euro on which interest for a given
    period is to accrue:

    (a)  the percentage rate per annum equal to the offered quotation which
         appears on the page of the Telerate Screen which displays the rate of
         the Banking Federation of the European Union for euro (being currently
         page 248) for such period as of 11.00 a.m. (Brussels time) on the
         Quotation Date for such period or, if such page or such service shall
         cease to be available, such other page or such other service for the
         purpose of displaying an average rate of the Banking Federation of the
         European Union as the Facility Agent, after consultation with the Banks
         and the Obligors' Agent, shall reasonably select; or

    (b)  if no quotation for euro for the relevant period is displayed and the
         Facility Agent has not selected an alternative service on which a
         quotation is displayed, the arithmetic mean (rounded upwards to four
         decimal places) of the rates (as notified to the Facility Agent) at
         which each of the Reference Banks was offering to prime banks in the
         European interbank market deposits in euro of an equivalent amount and
         for such period as of 11.00 a.m. (Brussels time) on the Quotation Date.

    "Event of Default" means any circumstance described as such in Clause 24
    (Events of Default).

    "Excess Cash Flow" means, in respect of any financial year of the Parent,
    EBITDA for such financial year of the Group less:


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    (a)  Capital Expenditure incurred by any member of the Group during such
         period;

    (b)  any amount actually paid or due and payable in respect of taxes by any
         member of the Group during such period; and

    (c)  any payments made by any member of the Group in respect of principal,
         interest and other charges on Permitted Indebtedness during such
         period,

    plus or, as the case may be, minus (i) any decrease or increase in the
    aggregate working capital of the Group or (ii) any amounts paid or received
    in respect of extraordinary or exceptional items.

    "Existing Bank Accounts" means each of the accounts set out in Schedule 13
    (Existing Bank Accounts).

    "Exposure" means, at any time:

    (a)  in relation to a Bank, the aggregate of its Available Commitment and
         its share of the Loan at such time less, in the case of a Participating
         Lender, the aggregate of the Participated Portions of such aggregate
         amount at such time; and

    (b)  in relation to the EIF, the aggregate of the amount of the Participated
         Portions of all Participating Lenders. "Facilities" means the Term
         Facilities and the Revolving Facility, and "Facility" means any one of
         them.

    "Facility Office" means, in relation to the Facility Agent, the office
    identified with its signature below or such other office as it may select by
    notice and, in relation to any Participant, the office notified by it to the
    Facility Agent in writing prior to the date hereof (or, in the case of a
    Transferee, at the end of the Transfer Certificate to which it is a party as
    Transferee) or such other office as it may from time to time select by
    notice to the Facility Agent provided that such Participant shall not be
    entitled to receive (i) any payment under Clause 15 (Taxes); or (ii) any
    greater payment under Clause 17 (Increased Costs) as a result of such change
    in office.

    "Finance Documents" means this Agreement, the Amendment Agreement, the
    Intercreditor Agreement, the Security Documents, any Borrower Accession
    Memorandum, any Guarantor Accession Memorandum, any fee letter delivered
    pursuant to Clause 26 (Commitment Commission and Fees), any Hedging
    Agreement and any other document designated as such by the Facility Agent
    and the Obligors' Agent.

    "Finance Parties" means the Agents, the Lead Arrangers and the Banks.

    "Financial Indebtedness" means (without double counting) any indebtedness
    for or in respect of:


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    (a)  moneys borrowed;

    (b)  any amount raised by acceptance under any acceptance credit facility;

    (c)  any amount raised pursuant to any note purchase facility or the issue
         of bonds, notes, debentures, loan stock or any similar instrument;

    (d)  any amount raised pursuant to any issue of shares which are expressed
         to be redeemable;

    (e)  the amount of any liability in respect of any lease or hire purchase
         contract which would, in accordance with US GAAP, be treated as a
         finance or capital lease;

    (f)  any amount raised under any other transaction (including any forward
         sale or purchase agreement) having the commercial effect of a
         borrowing;

    (g)  any documentary or standby letter of credit facility or performance
         bond facility other than in respect of a trading liability;

    (h)  any interest rate swap, currency swap, forward foreign exchange
         transaction, cap, floor, collar or option transaction or any other
         treasury transaction or any combination thereof or any other
         transaction entered into in connection with protection against or
         benefit from fluctuation in any rate or price (and the amount of the
         Financial Indebtedness in relation to any such transaction shall be
         calculated by reference to the mark-to-market valuation of such
         transaction at the relevant time);

    (i)  the amount of any liability which is deferred for a period of 180 days
         or more after the relevant asset or service was supplied pursuant to
         any deferred purchase agreement;

    (j)  receivables sold or discounted (other than on a non-recourse basis);

    (k)  any agreement or option to re-acquire an asset if one of the primary
         reasons for entering into such agreement or option is to raise finance;
         and

    (l)  any guarantee, underwriting or indemnity for any of the items referred
         to in paragraphs (a) to (k) above.

    "Financial Quarter" means, in relation to the Group, those periods ending on
    31 March, 30 June, 30 September and 31 December in the financial year of the
    Parent.

    "France" means the Republic of France.

    "France Accounts" means all Bank Accounts held with account banks in France.

    "French Borrower" means CompleTel Services S.A.S. or CompleTel S.A.S..

    "French Network" means the telecoms networks comprising MAN-Network of the
    Group installed in accordance with the relevant licences relating thereto in
    each of the



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    following markets of France: Paris, Lyon, Marseille, Lille, Toulouse,
    Grenoble and Nice (and any other city agreed to be considered part of the
    network in accordance with sub-Clause 6.2.3).

    "German Network" means the telecoms networks comprising MAN-Network of the
    Group installed in accordance with the relevant licences relating thereto in
    each of the following markets of Germany: Munich, Nuremberg, Berlin and
    Essen (and any other city agreed to be considered part of the network in
    accordance with sub-Clause 6.2.3).

    "Germany" means the Federal Republic of Germany.

    "Group" means the Parent and its subsidiaries from time to time and
    CompleTel SPC II until such time as it ceases to be an Obligor pursuant to
    provisions of Clause 37.3 (Resignation of CompleTel SPC II as an Original
    Guarantor).

    "Guarantors" means each of the Original Guarantors and each Additional
    Guarantor.

    "Guarantor Accession Memorandum" means a memorandum substantially in the
    form set out in Part B of Schedule 8 (Form of Borrower and Guarantor
    Accession Memorandum).

    "Hedge Counterparty" means any Bank party to this Agreement from time to
    time or any affiliate of such a Bank.

    "Hedging Agreement" means each of the agreements entered into or to be
    entered into between a Borrower and a Hedge Counterparty for the purposes of
    hedging interest rate liabilities in accordance with Clause 23.12 (Hedging
    Programme).

    "High Yield Bonds" means the $147,500,000 14 per cent. senior discount notes
    due 2009 of the Parent.

    "High Yield Account" shall have the meaning given to this term in the Charge
    over High Yield Account.

    "Indirect Client Revenues" means the aggregate of revenues (net of allowance
    for bad debts) of each member of the Group derived from resale without a
    direct connection.

    "Information Memorandum" means the document concerning the Original Obligors
    which was prepared in relation to this transaction and which the Parent
    authorised to be distributed by the Lead Arrangers to selected banks during
    November 1999; updated, as the case may be, by further information delivered
    on or after the date thereof to the Facility Agent and identified as
    supplemental.

    "Instructing Group" means a Participant or Participants whose Exposures
    amount in aggregate to more than sixty-six and two thirds per cent. of the
    Total Exposures.

    "Intellectual Property" means all patents, trade marks, service marks,
    designs, business names, copyrights, design rights, moral rights,
    inventions, confidential information, knowhow and other intellectual
    property rights and interests, whether


<PAGE>

    registered or unregistered, and the benefit of all licences, applications,
    rights to use now or hereafter belonging to the any member of the Group and
    required for the Telecoms Business undertaken by the Group.

    "Intercompany CECC Facility Agreement" means, in relation to a French
    Borrower, an intercompany loan agreement dated on or around the date hereof
    and made between CECC and such French Borrower in the agreed form.

    "Intercompany Loan Security Agreement" means the agreement delivered
    pursuant to paragraph 22 of Schedule 3 (Condition Precedent).

    "Interconnection Agreements" means the interconnection agreements set out in
    Schedule 10 (Material Agreements).

    "Intercreditor Agreement" means the subordination, security agency and
    intercreditor deed in the agreed form dated on or around the date hereof and
    made between the Original Borrowers, the Original Guarantors, the Facility
    Agent, the Security Agent and others.

    "Interest Period" means, save as otherwise provided herein:

    (a)  any of those periods mentioned in Clause 4.1 (Interest Periods); and

    (b)  in relation to an Unpaid Sum, any of those periods mentioned in Clause
         28.1 (Default Interest Periods).

    "Invested Capital" shall have the meaning as set out in Clause 22 (Financial
    Condition).

    "IPO" means an initial public offering of shares by the Parent or any
    holding company of the Parent.

    "Lease Agreement" means any lease agreement entered into by a member of the
    Group in respect of Leased Capacity.

    "Leased Capacity" means capacity or lines comprising the French Network or
    German Network and leased to a member of the Group pursuant to a lease
    agreement (for the purposes of sub-clause 22.1.6 only, other than capacity
    or lines leased for the purpose of providing of digital subscriber lines).

    "Licences" means relevant French and German fixed or wireless telecoms
    licences issued by any governmental or Regulatory Authority or
    authorisations of any governmental or Regulatory Authority necessary in
    connection with the carrying on of the Telecoms Business undertaken by the
    Group including, without limitation, as at the date hereof the licences
    delivered by the ART under articles L.33-1 and L.34-1 of the Code de Postes
    et Telecommunications, and the licences granted by the RegTP under sections
    6 para. (1) no. 1 and 2 of the Telekommunikationsgesetz and "Licence" means
    any of them.


<PAGE>

    "Loan" means, at any time, the aggregate of the Term Loans and the Revolving
    Loan.

    "Long Term" means, in relation to a Lease Agreement, a Lease Agreement where
    the lease thereunder is for a period of at least five years.

    "Mandatory Cost Rate" means the rate determined in accordance with Schedule
    11 (Mandatory Costs).

    "MAN-Network" means the network comprising duct, fibre optic cable (in each
    case, for the purposes of sub-clause 22.1.6 only, other than digital
    subscriber lines), Leased Capacity and wireless path route owned or
    controlled by a member of the Group used in the assembly of its transmission
    network of the French Network and German Network.

    "Material Adverse Change" means a material and adverse change in either (a)
    the financial condition or business of the Obligor Group (taken as a whole);
    or (b) the ability of the Obligor Group (taken as a whole) to perform its
    payment and other material obligations under the Credit Facility Documents.

    "Material Adverse Effect" means a material adverse effect on (a) the
    financial condition or business of the Obligor Group (taken as a whole); (b)
    the ability of the Obligor Group (taken as a whole) to perform its payment
    and other material obligations under the Credit Facility Documents; or (c)
    the legality, validity or binding effect of the Credit Facility Documents.

    "Material Agreement" means each Interconnection Agreement, Long Term Lease
    Agreement in relation to fibre and Supply and Operational Agreement.

    "Material Subsidiary" means, at any time, a subsidiary of the Parent which:

    (a)  is an Original Obligor (other than CompleTel SPC II if at such time it
         is not an Obligor pursuant to Clause 37.3 (Resignation of Completel SPC
         II as an Original Guarantor);

    (b)  has revenues representing 5 per cent. or more of the consolidated
         revenues of the Group;

    (c)  has book assets representing 5 per cent. or more of the consolidated
         book assets of the Group; or

    (d)  any Additional Borrower,

    in each of paragraphs (b) and (c) above calculated on a consolidated basis.

    Compliance with the conditions set out in paragraphs (b) and (c) shall be
    determined by reference to the most recent Compliance Certificate supplied
    by the Parent and the most recently delivered quarterly financial statements
    pursuant to Clause 21.2 (Quarterly Management Statements).


<PAGE>

    "Necessary Authorisations" means all approvals, authorisations and licences
    from, all rights granted by and all filings, registrations and agreements
    with any person including, without limitation, any government or other
    regulatory authority or third party necessary for the construction,
    maintenance and operation of the Telecoms Business undertaken by the Group
    (other than Licences and Material Agreements).

    "Net Cash Proceeds" means, with respect to any disposal, lease or other
    transfer of any asset an amount equal to the gross proceeds in cash and cash
    equivalents of such disposal, lease or asset transfer net (to the extent
    applicable) of:

    (a)  legal fees, accountant's fees, consultant and other customary fees and
         other costs and expenses actually and reasonably incurred in connection
         with such disposal, lease or asset transfer;

    (b)  any income, capital gains, value-added or other taxes paid or
         reasonably estimated to be payable as a result thereof; and

    (c)  any Financial Indebtedness which is required to be repaid out of, or as
         a result of, such disposal and any amount required to establish, in
         accordance with market practice, a reasonable reserve for any
         indemnities in respect of such disposal.

    "Notice of Drawdown" means a notice substantially in the form set out in
    Schedule 4 (Notice of Drawdown).

    "Obligor Group" means the group comprising the Obligors from time to time.

    "Obligors" means the Borrowers and the Guarantors; and "Obligor" means any
    of them.

    "Official Rate" means, in relation to any Advance, the taux de l'usure
    calculated by the Banque de France (as provided in Article L.313-3 of the
    French Code de la Consommation and implementing laws) and published in the
    Journal Officiel of the French Republic applicable to floating rate loans
    made for an initial duration exceeding two years for the quarter preceding
    that in which such Advance is proposed to be made.

    "Operational" means, in relation to a market, the commercial launch to the
    public in France or, as the case may be, Germany.

    "Original Financial Statements" means the audited consolidated financial
    statements of the Parent for its financial year ended 31 December 1998.

    "Original Obligors" means the Original Borrowers and the Original
    Guarantors.

    "Original Shareholders" means certain indirect shareholders of the Parent as
    set out in Schedule 7 (Original Shareholders).

    "Participants" means the Banks and the EIF.


<PAGE>

    "Participated Portion" means, in relation to a Participating Lender, such
    Participating Lender's Available Commitment and/or share of the Loan for the
    time being benefiting from the risk participation assumed by the EIF
    pursuant to the Participation Agreement.

    "Participating Lender" means Paribas in its capacity as grantor of a risk
    participation to the EIF and/or any other Bank which has become a party to
    the Participation Agreement in accordance with Clause 35.5 (Transfers by
    Participants).

    "Participating Member State" means any member state which has adopted the
    euro as its lawful currency at the relevant time.

    "Participation Agreement" means the participation agreement dated on or
    about the date of the Amendment Agreement and entered into between Paribas
    as Participating Lender, the EIF and the Facility Agent, and any other Bank
    which  has become a party to the Participation Agreement in accordance with
    Clause 35.5 (Transfers by Participants).

    "Permitted Acquisition" means:

    (a)  the purchase, subscription or acquisition of any shares of a member of
         the Group by a member of the Obligor Group provided that immediately
         upon the purchase, subscription or acquisition thereof, such shares are
         secured substantially on the terms of the relevant Security Document
         applicable to such shares prior to such purchase, subscription or
         acquisition;

    (b)  any purchase or acquisition of assets (other than of shares) of a
         member of the Group by a member of the Obligor Group, provided that
         immediately upon the purchase or acquisition thereof, (i) where such
         asset was secured under the terms of a Security Document, such asset
         continues to be secured substantially in the terms of the relevant
         Security Document applicable to such asset prior to such purchase or
         acquisition; and (ii) where such asset was not so secured, security
         thereover is granted to the extent that can be required pursuant to
         Clause 23.11 (Security);

    (c)  any acquisition of a new Licence (including for the purposes of this
         paragraph Licences that also may be desirable, in addition to those
         that are necessary, in connection with the carrying on of such Telecoms
         Business) or extension of any existing Licence (including for the
         purposes of this paragraph Licences that also may be desirable, in
         addition to those that are necessary, in connection with the carrying
         on of such Telecoms Business) in connection with the business of the
         Group;

    (d)  the acquisition of OK-Cable GmbH provided that the consideration paid
         in respect of such acquisition does not exceed $175,000 and further
         provided that on or before 24 March 2000, the shares of OK-Cable GmbH
         are secured, to the extent legally possible and commercially
         practicable, in favour of the


<PAGE>

         Finance Parties to secure all or any obligations of the Obligors under
         the Credit Facility Documents; and

    (e)  with the prior consent of an Instructing Group.

    "Permitted Disposal" means (i) any disposal of shares in an Obligor or
    Material Subsidiary insofar as permitted by Clause 23.17 (Mergers); and (ii)
    any disposal (other than a disposal of the shares in an Obligor or Material
    Subsidiary insofar as not permitted by Clause 23.17 (Mergers)):

    (a)  by a member of the Group to a member of the Obligor Group provided that
         immediately upon the purchase or acquisition thereof, where such asset
         was secured under the terms of a Security Document, such asset
         continues to be secured substantially in the terms of the relevant
         Security Document applicable to such asset prior to such purchase or
         acquisition (whether directly or indirectly by way of share pledge);

    (b)  on arm's length terms in the ordinary course of business;

    (c)  on arm's length terms of any surplus, worn out or obsolete assets or
         assets not otherwise required for the efficient operation of the
         business of any member of the Group;

    (d)  with the prior consent of an Instructing Group;

    (e)  which constitutes a Permitted Distribution or a Permitted Encumbrance;

    (f)  the application of cash in payments which are not otherwise restricted
         by the terms of the Finance Documents; and

    (g)  disposals other than those referred to in the above paragraphs of this
         definition for a consideration in aggregate for the Group not exceeding
         1,000,000 in any financial year.

    "Permitted Distribution" means any payment to the Parent to be applied by
    the Parent towards:

    (a)  any interest payments falling due in respect of the High Yield Bonds
         and due on or after 15 February 2004 or in respect of any other
         Permitted Indebtedness specified in paragraph (g) of the definition of
         Permitted Indebtedness of the Parent provided that in each case such
         payment is made directly into the High Yield Account;

    (b)  within a reasonable period of receipt, corporate, accounting, audit and
         other similar expenses actually incurred by the Parent up to an
         aggregate annual amount to be received by the Parent equal to the
         aggregate amount of such expenses assumed for the purpose of the
         Business Plan;


<PAGE>

    (c)  payment of management fees (including to CableTel Management Inc. of
         management fees of 105% of all allocated costs, expenses, charges and
         disbursements) incurred to the extent set out in the Business Plan;

    (d)  tax liabilities of the Parent; and

    (e)  with the prior consent of an Instructing Group.

    "Permitted Encumbrance" means (other than any Encumbrance over any shares in
    an Obligor or a Material Subsidiary):

    (a)  any Encumbrance specified in Part A to Schedule 5 (Existing
         Encumbrances, Guarantees and Indemnities), if the principal amount
         thereby secured is not increased;

    (b)  any Encumbrance over or affecting any asset acquired by a member of the
         Group after the date hereof and subject to which such asset is
         acquired, if:

         (i)    such Encumbrance was not created in contemplation of the
                acquisition of such asset by a member of the Group; and

         (ii)   the amount thereby secured has not been increased in
                contemplation of, or since the date of, the acquisition of such
                asset by a member of the Group;

    (c)  any Encumbrance imposed by any taxation or governmental authority in
         respect of amounts which are being contested in good faith and not yet
         payable and for which adequate reserves have been set aside in the
         books of the Group in respect of the same in accordance with US GAAP;

    (d)  any Encumbrance over or affecting any asset of any company which
         becomes a member of the Group after the date hereof, where such
         Encumbrance is created prior to the date on which such company becomes
         a member of the Group, if:

         (i)    such Encumbrance was not created in contemplation of the
                acquisition of such company; and

         (ii)   the amount thereby secured has not been increased in
                contemplation of, or since the date of, the acquisition of such
                company;

    (e)  any Encumbrance arising under or evidenced by a Security Document;

    (f)  any Encumbrance arising with the prior consent of an Instructing Group;

    (g)  any netting or set-off arrangement entered into by any member of the
         Group in the normal course of its banking arrangements for the purpose
         of netting debit and credit balances;


<PAGE>

    (h)  any title transfer or retention of title arrangement entered into by
         any member of the Group in the normal course of its trading activities
         on the counterparty's standard or usual terms including, for the
         avoidance of doubt, any such arrangement arising pursuant to the Supply
         and Operational Agreements;

    (i)  any lien arising by operation of law and in the normal course of
         business;

    (j)  any Encumbrances arising from any finance or capital leases in respect
         of indefeasible rights of use comprising MAN-Network;

    (k)  any Encumbrance created by a member of the Group in substitution for an
         existing Encumbrance which is a Permitted Encumbrance; and

    (l)  any Encumbrance not included within any of the above paragraphs of this
         definition and securing indebtedness in aggregate not exceeding
         3,000,000.

    "Permitted Guarantees" means any guarantees or indemnities:

    (a)  arising under the Finance Documents;

    (b)  constituting Permitted Indebtedness or given by a member of the Group
         in respect of Permitted Indebtedness of any member of the Obligor Group
         (other than the Parent) (other than under paragraphs (f) or (g) of the
         definition thereof);

    (c)  granted, other than in respect of Financial Indebtedness, in the
         ordinary course of business on arm's length terms;

    (d)  with the prior consent of an Instructing Group; and

    (e)  specified in Part B to Schedule 5 (Existing Encumbrances, Guarantees
         and Indemnities), to the extent the amount guaranteed or indemnified
         thereby is not increased.

    "Permitted Indebtedness" means any Financial Indebtedness incurred or to be
    incurred:

    (a)  under the Finance Documents;

    (b)  by any Obligor and owing to another member of the Obligor Group,
         provided that the proceeds of any such Financial Indebtedness incurred
         by the Parent are directly or indirectly credited to the High Yield
         Account;

    (c)  in respect of trade indebtedness and accrued expenses incurred in the
         ordinary course of business;

    (d)  under any Subordinated High Yield Loans, Subordinated Shareholder Loans
         or Subordinated Parent Loans;


<PAGE>

    (e)  under hedging agreements between a Borrower and any of the Banks
         entered into in order to hedge interest rate risks under the Facilities
         and permitted in accordance with Clause 23.12 (Hedging Programme);

    (f)  under the High Yield Bonds;

    (g)  under further issues of high yield notes by the Parent on terms
         satisfactory to the Participants provided that (i) the maximum
         aggregate gross amount at any time shall not exceed $350,000,000 or, if
         a minimum of $50,000,000 (in aggregate) of further equity is paid to
         members of the Obligor Group (other than the Parent) other than from
         other members of the Obligor Group (other than the Parent) for
         investment in the Telecoms Business of the Obligor Group (other than
         the Parent), $450,000,000; (ii) the net proceeds thereof are
         downstreamed to the Obligor Group (other than the Parent) by way of
         Subordinated High Yield Loans; (iii) at the time of issue the financial
         covenants set out in Clause 22 (Financial Condition) are being, and
         will immediately following the issue continue to be, met; and (iv) at
         the time of issue no Potential Event of Default or Event of Default has
         occurred and is continuing or would result from the issue of such high
         yield notes;

    (h)  with the prior consent of an Instructing Group;

    (i)  in respect of any non-speculative hedging arrangements entered into in
         the ordinary course of business for the genuine hedging of the relevant
         underlying transaction, provided that, in the case of any such
         arrangements in relation to other Permitted Indebtedness, such
         arrangements are subject to the terms of the Intercreditor Agreement;

    (j)  any deposits or prepayments received by a member of the Group from a
         Customer in respect of its services;

    (k)  permitted pursuant to Clause 23.15 (Loans and Guarantees); or under an
         Intercompany CECC Facility Agreement; or under finance or capital
         leases in respect of indefeasible rights of use comprising MAN-Network;
         and

    (l)  up to a maximum of 7,000,000 or its equivalent in other currencies and
         not included in paragraphs (a) to (k) above.

    "Permitted Investments" means investments:

    (a)  in Cash Equivalent Investments in an aggregate amount not at any time
         exceeding 5,000,000;

    (b)  in Cash Equivalent Investments of the proceeds of any IPO, or a high
         yield issue permitted pursuant to paragraph (g) of the definition of
         "Permitted Indebtedness" in Cash Equivalent Investments; and

    (c)  with the prior consent of an Instructing Group.


<PAGE>

    "Permitted Loans" means:

    (a)  loans from one member of the Obligor Group to another member of the
         Obligor Group, provided that the proceeds of any such loans to the
         Parent are directly or indirectly credited to the High Yield Account;

    (b)  loans to employees or directors of members of the Group in an aggregate
         maximum amount at any time outstanding of 2,000,000; and

    (c)  with the prior consent of an Instructing Group.

    "Potential Event of Default" means any event which will become (with the
    passage of time, the giving of notice or any combination thereof in each
    case as set out in Clause 24 (Events of Default)) an Event of Default.

    "Prepayment Account" means an account bearing interest at market rates for
    such an amount in the name of the relevant Obligor with the Security Agent
    (or such other person as the Facility Agent may reasonably require) which is
    pledged, charged or assigned to the Security Agent pursuant to the Security
    Documents to secure all amounts due under the Credit Facility Documents and
    from which the only withdrawals which may be made by the relevant Obligor
    are to repay amounts due to the Finance Parties under this Agreement or
    otherwise permitted under this Agreement.

    "Proportion" means, in relation to a Participant, the proportion borne by
    its Exposure to the Total Exposures (or, if the Total Exposures are then
    zero, by its Exposure to the Total Exposures immediately prior to their
    reduction to zero).

    "Qualifying Bank" means a person, being a bank or Bank, which is:

    (a)  a French credit institution authorised to carry out banking services by
         the French Credit Institutions Committee (Comite des Etablissements de
         Credit et des Entreprises d'Investissement); or

    (b)  a foreign credit institution authorised by the French Credit
         Institutions Committee to open a branch in France for the provision of
         banking services; or

    (c)  a credit institution or financial institution having its registered
         head office (siege social) in a member state of the European Economic
         Area ("EEA") which either has a branch in France for the provision of
         banking services or provides such services in France directly from its
         home jurisdiction (libre prestation de services) following notification
         of the intention of such credit institution or financial institution to
         do so sent by the central banking authority of the relevant EEA member
         state to the Banque de France and the acknowledgement thereof by the
         Banque de France; or

    (d)  a credit institution or financial institution not falling within
         paragraphs (a) to (c) above and which does not conduct banking
         operations on a habitual basis in France as set out in French Law No
         84.46 of 24 January 1984.


<PAGE>

    "Quotation Date" means, in relation to any period for which an interest rate
    is to be determined under the Finance Documents, the day on which quotations
    would ordinarily be given by prime banks in the European interbank market
    for deposits in euro (or the currency of any Unpaid Sum) for delivery on the
    first day of that period, provided that, if, for any such period, quotations
    would ordinarily be given on more than one date, the Quotation Date for that
    period shall be the last of those dates.

    "Reference Banks" means the principal Paris offices of Barclays Bank PLC,
    Citibank N.A. and Credit Lyonnais or such banks as may be appointed as such
    by the Facility Agent with the consent of Obligors' Agent (such consent not
    to be unreasonably withheld).

    "Relevant Laws" means the French Code des Postes et Telecommuncations and
    all decrees (decrets) and ordinances (arretes) issued pursuant thereto, the
    German Telekommunikationsgesetz and all ordinances (Verordnungen) issued
    pursuant thereto, those laws of France or Germany that relate to the
    regulation of competition or antitrust in so far as they apply to Telecoms
    Business undertaken by the Group or the operation of the French Network or
    the German Network, each as amended or replaced from time to time, and all
    other laws of France or Germany now or in the future relating to Telecoms
    Business carried on by the Group or relating to telecommunications and
    applicable to the Group.

    "Regulatory Authorities" means the regulatory agencies of France and Germany
    responsible for the monitoring, supervising or regulation of Telecoms
    Business, including, without limitation, the ART and the Reg TP including
    their successors and assignors.

    "Reg TP" means the Regulierungsbehorde fur Telecommunikation und Post (or
    any successor entity).

    "Renewed Advance" means a Revolving Advance which is used to refinance a
    maturing Revolving Advance and which is not more than the amount of such
    maturing Revolving Advance and is to be drawn on the day such maturing
    Revolving Advance is to be repaid.

    "Repayment Date" means, in relation to any Revolving Advance, save as
    otherwise provided herein, the last day of the Term thereof.

    "Repeated Representations" means each of the representations set out in
    Clause 20.1 (Status) to 20.6 (Audited Financial Statements), and 20.22
    (Intellectual Property) to 20.24 (Good Title to Assets) and 20.26 (Dutch
    Obligors).

    "Revolving Advance" means an advance made or to be made by the Banks under
    the Revolving Facility.

    "Revolving Commitment" means, in relation to a Bank at any time and save as
    otherwise provided herein, the amount set opposite its name under the
    heading "Revolving Commitment" in Part C of Schedule 1 (The Banks).


<PAGE>

    "Revolving Facility" means:

    (a)  until the Conversion Date, the Tranche B Revolving Facility; and

    (b)  thereafter, the Working Capital Facility.

    "Revolving Loan" means, at any time, the aggregate principal amount of the
    outstanding Revolving Advances.

    "Revolving Termination Date" means 31 December 2006.

    "Route km" means the kilometres of the telecommunications path over which
    MAN-Network is installed as part of the French Network and German Network,
    and for the purposes of determining the Route km of the wireless path route
    owned or controlled by a member of the Group, means the kilometre path as
    measured by the line of sight between the transmitter transmitting and that
    receiving the relevant signal.

    "SAS Account" means the account number 30026/00350/0000715634J/11 maintained
    by CompleTel S.A.S. with the Security Agent.

    "Security Documents" means each of the security documents set out under
    Section C. of Schedule 3 (Conditions Precedent) together with any other
    document entered into by any member of the Group creating or evidencing
    security for all or any part of the obligations of the Obligors or any of
    them under any of the Credit Facility Documents whether by way of personal
    covenant, charge, security interest, mortgage, pledge or otherwise.

    "Senior Debt Leverage Ratio" shall have the meaning as set out in Clause 22
    (Financial Condition).

    "Senior Interest Coverage Ratio" shall have the meaning as set out in Clause
    22 (Financial Condition).

    "Subordinated Parent Loans" means any loan made to the Parent by its direct
    or indirect shareholders on subordinated terms reasonably satisfactory to an
    Instructing Group.

    "Subordinated Shareholder Loans" means any loans made by the Parent (funded
    by the Parent from equity contributions to the Parent or Subordinated Parent
    Loans) to any of the Borrowers, and (i) subordinated under the terms of the
    Intercreditor Agreement; and (ii) the rights of the Parent in relation
    thereto assigned in favour of the Security Agent on the terms of an
    Intercompany Loan Security Agreement.

    "Subordinated High Yield Loans" means any loans made by the Parent (funded
    by the Parent by way of a high yield issue) to any of the Borrowers, and (i)
    subordinated under the terms of the Intercreditor Agreement; and (ii) the
    rights of the Parent in relation thereto assigned in favour of the Security
    Agent on the terms of an Intercompany Loan Security Agreement.


<PAGE>

    "Supply and Operational Agreements" means each agreement specified as such
    in Schedule 10 (Material Agreements) and any replacement thereof.

    "Syndication Date" means the day specified by the Lead Arrangers as the day
    on which primary syndication of the Facilities is completed.

    "Telecoms Business" means the development, ownership or operation of one or
    more telephone, telecommunications or information systems or the provision
    of telephony, telecommunication or information or internet services and any
    related, ancillary or complementary business.

    "Term" means, save as otherwise provided herein, in relation to any
    Revolving Advance, the period for which such Revolving Advance is borrowed,
    as specified in the Notice of Drawdown relating thereto.

    "Term Advance" means a Tranche A Term Advance and/or a Tranche B Term
    Advance.

    "Term Facilities" means the Tranche A Term Facility and the Tranche B Term
    Facility and "Term Facility" means any one of them.

    "Term Loans" means the Tranche A Term Loan and the Tranche B Term Loan and
    "Term Loan" means any one of them.

    "Term Repayment Date" means each of the dates specified in Clause 11.1 (Term
    Repayment Instalments), provided that if such date is not a Business Day, it
    shall be deemed to be the next succeeding Business Day in the calendar month
    or, if none, it shall be deemed to be the immediately preceding Business
    Day.

    "Total Exposures" means, at any time, the aggregate of the Participants'
    Exposures.

    "Total Interest Coverage Ratio" shall have the meaning as set out in Clause
    22 (Financial Condition).

    "Total Senior Debt" shall have the meaning as set out in Clause 22
    (Financial Condition).

    "Tranche A Term Advance" means an advance (as from time to time
    consolidated, divided or reduced by repayment) made or to be made by the
    Banks under the Tranche A Term Facility.

    "Tranche A Term Availability Period" means, in relation to the Tranche A
    Term Facility, the period from and including the date hereof to and
    including the earlier of (a) 31 December 2000 and (b) the first Business Day
    on which the Available Tranche A Term Commitment of each of the Banks is
    zero.

    "Tranche A Term Commitment" means, in relation to a Bank at any time and
    save as otherwise provided herein, the amount set opposite its name under
    the heading "Tranche A Term Commitment" in Part C of Schedule 1 (The Banks).


<PAGE>

    "Tranche A Term Facility" means the euro term loan facility granted to the
    Borrowers under sub-clause 2.1.1 of Clause 2.1 (Grant of the Facilities).

    "Tranche A Term Loan" means, at any time, the aggregate principal amount of
    outstanding Tranche A Term Advances.

    "Tranche B Revolving Facility" means the euro revolving loan facility
    granted to the Borrowers under paragraph (a) of sub-clause 2.1.2 of Clause
    2.1 (Grant of the Facilities).

    "Tranche B Term Advance" means an advance (as from time to time
    consolidated, divided or reduced by repayment) made or to be made by the
    Banks under the Tranche B Term Facility.

    "Tranche B Term Facility" means the euro term loan facility granted to the
    Borrowers under paragraph (b)(ii) of sub-clause 2.1.2 of Clause 2.1 (Grant
    of the Facilities).

    "Tranche B Term Loan" means, at any time, the principal amount of the
    outstanding Tranche B Term Advances.

    "Transfer Certificate" means a certificate substantially in the form set out
    in Schedule 2 (Form of Transfer Certificate) signed by a Participant, a
    Transferee and, in the case of the EIF, the Participating Lender under
    which:

    (a)  such Participant seeks to procure the transfer to such Transferee of
         all or a part of such Participant's rights, benefits and obligations
         under the Finance Documents and, in the case of a Participating Lender
         or the EIF, the Participation Agreement upon and subject to the terms
         and conditions set out in Clause 35.3 (Assignment and Transfers by
         Participants); and

    (b)  such Transferee undertakes to perform the obligations it will assume as
         a result of delivery of such certificate to the Facility Agent as
         contemplated in Clause 35.5 (Transfers by Participants).

    "Transfer Date" means, in relation to any Transfer Certificate, the date for
    the making of the transfer as specified in such Transfer Certificate.

    "Transferee" means a person to which a Participant seeks to transfer by
    novation all or part of such Participant's rights, benefits and obligations
    under the Finance Documents and, in the case of a Participating Lender or
    the EIF, under the Participation Agreement pursuant to Clause 35.3
    (Assignment and Transfers by Participants).

    "Treaty on European Union" means the Treaty of Rome of 25 March 1957, as
    amended by the Single European Act 1986 and the Maastricht Treaty (which was
    signed at Maastricht on 7 February 1992 and came into force on 1 November
    1993).

    "Unpaid Sum" means the unpaid balance of any of the sums referred to in
    Clause 28.1 (Default Interest Periods).


<PAGE>

    "US GAAP" means generally accepted accounting principles and practices in
    the USA.

    "Working Capital Facility" means the euro revolving loan facility granted to
    the Borrowers under paragraph (b)(i) of sub-clause 2.1.2 of Clause 2.1
    (Grant of the Facilities).

    "Year 2000 Compliant" means, in relation to any Computer System, that any
    reference to or use of a date before, on or after 31 December 1999 in the
    operation of that Computer System will not have an adverse effect on the use
    of that Computer System.

1.2 Interpretation
    Any reference in this Agreement to:

    an "affiliate" of any person shall be construed as a reference to the
    ultimate holding company of that person or an entity of which that person or
    its ultimate holding company (a) has direct or indirect control or (b) owns
    directly or indirectly more than twenty per cent. (20%) of the share capital
    or similar rights of ownership;

    a document in an "agreed form", is a reference to such document either (i)
    in a form previously agreed in writing by or on behalf of the Obligors'
    Agent and the Facility Agent or (ii) otherwise in form and substance
    satisfactory to an Instructing Group acting reasonably;

    an "Agent", a "Lead Arranger", any "Bank", any "Participating Lender" or any
    "Participant" shall be construed so as to include its and any subsequent
    successors and permitted transferees in accordance with their respective
    interests;

    a transaction between a person and another person being on "arm's length
    terms" shall be construed as a reference to a transaction on terms that are
    fair and reasonable to and in the best interest of the first-mentioned
    person;

    a "change of control" shall be construed as:

    (a)  prior to the IPO, when the Original Shareholders taken together cease
         to own or control directly or indirectly 51 per cent. of the issued
         share capital of the Parent; and

    (b)  thereafter, when:

         (i)    a person or group of persons (acting together) each of which are
                not Original Shareholders, own or control in aggregate 30 per
                cent. or more of the issued share capital of the Parent unless
                at such time the Original Shareholders together own or control
                directly or indirectly in aggregate a greater proportion of the
                issued share capital of the Parent; or

         (ii)   during any period of two consecutive calendar years, individuals
                who, at the beginning of such period, constituted the board of
                directors of the Parent (together with any new directors whose
                election was approved by


<PAGE>

                a vote of 51 per cent. of the directors then in office), cease,
                for any reason, to constitute a majority of such board of
                directors then in office;

    "continuing", in relation to an Event of Default, shall be construed as a
    reference to an Event of Default which has not been waived and, in relation
    to a Potential Event of Default, one which has not been remedied within the
    relevant grace period or waived;

    the "date hereof" or the "date of this Agreement" shall be construed as a
    reference to 6 January 2000;

    the "equivalent" on any date in one currency (the "first currency") of an
    amount denominated in another currency (the "second currency") is a
    reference to the amount of the first currency which could be purchased with
    the amount of the second currency at the spot rate of exchange quoted by the
    Facility Agent at or about 11:00 a.m. on such date for the purchase of the
    first currency with the second currency;

    a "holding company" of a company or corporation shall be construed as a
    reference to any company or corporation of which the first-mentioned company
    or corporation is a subsidiary;

    "indebtedness" shall be construed so as to include any obligation (whether
    incurred as principal or as surety) for the payment or repayment of money,
    whether present or future, actual or contingent;

    a "law" shall be construed as any law (including common or customary law),
    statute, constitution, decree, judgment, treaty, regulation, directive, bye-
    law, order or any other legislative measure of any government,
    supranational, local government, statutory or regulatory body or court;

    a "member state" shall be construed as a reference to a member state of the
    European Union;

    a "month" is a reference to a period starting on one day in a calendar month
    and ending on the numerically corresponding day in the next succeeding
    calendar month save that:

    (a)  if any such numerically corresponding day is not a Business Day, such
         period shall end on the immediately succeeding Business Day to occur in
         that next succeeding calendar month or, if none, it shall end on the
         immediately preceding Business Day; and

    (b)  if there is no numerically corresponding day in that next succeeding
         calendar month, that period shall end on the last Business Day in that
         next succeeding calendar month,

    (and references to "months" shall be construed accordingly);

    "novate" or "novation" shall be construed as an assignment of rights and an
    assumption of obligations;


<PAGE>

    a "person" shall be construed as a reference to any person, firm, company,
    corporation, government, state or agency of a state or any association or
    partnership (whether or not having separate legal personality) of two or
    more of the foregoing;

    "repay" (or any derivative form thereof) shall, subject to any contrary
    indication, be construed to include "prepay" (or, as the case may be, the
    corresponding derivative form thereof);

    a "subsidiary" of a company or corporation shall be construed as a reference
    to any company or corporation:

    (a)  more than half the issued share capital of which is beneficially owned,
         directly or indirectly, by the first-mentioned company or corporation;
         or

    (b)  which is a subsidiary of another subsidiary of the first-mentioned
         company or corporation;

    a "successor" shall be construed so as to include a permitted assignee or
    successor in title of such party and any person who under the laws of its
    jurisdiction of incorporation or domicile has assumed the rights and
    obligations of such party under this Agreement or to which, under such laws,
    such rights and obligations have been transferred;

    "tax" shall be construed so as to include any tax, levy, impost, deduction,
    duty or other charge of a similar nature (including any penalty or interest
    payable in connection with any failure to pay or any delay in paying any of
    the same);

    "VAT" shall be construed as a reference to value added tax including any
    similar tax which may be imposed in place thereof from time to time;

    a "wholly-owned subsidiary" of a company or corporation shall be construed
    as a reference to any company or corporation which has no other shareholders
    or members except that other company or corporation and that other company's
    or corporation's wholly-owned subsidiaries or persons acting on behalf of
    that other company or corporation or its wholly-owned subsidiaries; and

    the "winding-up", "dissolution" or "administration" of a company or
    corporation shall be construed so as to include any equivalent or analogous
    proceedings under the law of the jurisdiction in which such company or
    corporation is incorporated or any jurisdiction in which such company or
    corporation carries on business including the seeking of liquidation,
    winding-up, reorganisation, dissolution, administration, arrangement,
    adjustment, protection or relief of debtors.

1.3 Currency Symbols and Definitions

    1.3.1  "$" and "dollars" denote lawful currency of the United States of
           America.

    1.3.2  "EURO" or "euro" means the single currency unit of the European Union
           as constituted by the Treaty on European Union as referred to in EMU


<PAGE>

              Legislation and "euro unit" means the currency unit of the euro as
              defined in EMU Legislation.

    1.3.3     "(Pounds)" or "sterling" denote lawful currency of the United
              Kingdom.

1.4 Agreements and Statutes
    Any reference in this Agreement to:

    1.4.1     this Agreement or any other agreement or document shall be
              construed as a reference to this Agreement or, as the case may be,
              such other agreement or document as the same may have been, or may
              from time to time be, amended, varied, novated or supplemented,
              including for the avoidance of doubt as amended pursuant to the
              Amendment Agreement; and

    1.4.2     a statute or treaty shall be construed as a reference to such
              statute or treaty as the same may have been, or may from time to
              time be, amended or, in the case of a statute, re-enacted.

1.5 Headings
    Clause and Schedule headings are for ease of reference only.

1.6 Time
    Any reference in this Agreement to a time of day shall, unless a contrary
    indication appears, be a reference to London time.

2.  THE FACILITIES

2.1 Grant of the Facilities
    The Banks grant to the Borrowers, upon the terms and subject to the
    conditions hereof:

    2.1.1     Tranche A Term Facility: a euro term loan facility in an aggregate
              amount of (Euro) 105,000,000; and

    2.1.2     (a)  Tranche B Revolving Facility: a euro revolving loan facility
                   in an aggregate amount of (Euro) 160,000,000 until the
                   Conversion Date; and

              (b)  thereafter:

                   (i)    Working Capital Facility: a euro revolving loan
                          facility in an aggregate amount of (Euro) 19,000,000;
                          and

                   (ii)   Tranche B Term Facility: a euro term loan facility,
                          subject to Clause 8.2 (Conversion and Tranche B Term
                          Facility), up to an aggregate amount of (Euro)
                          141,000,000.

2.2 Purpose and Application

    The Facilities are intended for the financing of the development of the
    Telecoms Business of the Group in France and Germany in accordance with the
    Business Plan and, accordingly, each Borrower shall apply all amounts raised
    by it hereunder in or


<PAGE>

    towards satisfaction of such requirements and none of the Finance Parties or
    the EIF shall be obliged to concern themselves with such application.

2.3 Conditions Precedent

    Save as the Participants may otherwise agree, none of the Borrowers may
    deliver any Notice of Drawdown unless the Facility Agent has confirmed to
    the Obligors' Agent and the Participants that it has received all of the
    documents and other evidence listed in Schedule 3 (Conditions Precedent) and
    that each is, in form and substance, satisfactory to the Facility Agent
    (acting reasonably).

2.4 Participants' Obligations Several

    The obligations of each Participant are several and the failure by a
    Participant to perform its obligations hereunder shall not affect the
    obligations of an Obligor towards any other party hereto nor shall any other
    party be liable for the failure by such Participant to perform its
    obligations hereunder.

2.5 Participants' Rights Several

    The rights of each Participant are several and any debt arising hereunder at
    any time from an Obligor to any of the other parties hereto shall be a
    separate and independent debt.  Each such party shall be entitled to protect
    and enforce its individual rights arising out of this Agreement
    independently of any other party (so that it shall not be necessary for any
    party hereto to be joined as an additional party in any proceedings for this
    purpose).

2.6 Nature of Obligors' rights and obligations hereunder

    2.6.1  CompleTel S.A.S. as Obligors' Agent: Each Obligor (other than
           CompleTel S.A.S.) by its execution of this Agreement or a Borrower
           Accession Memorandum or a Guarantor Accession Memorandum irrevocably
           appoints CompleTel S.A.S. to act on its behalf as its agent in
           relation to the Finance Documents and irrevocably authorises (i)
           CompleTel S.A.S. on its behalf to supply all information concerning
           itself contemplated by this Agreement or the Amendment Agreement to
           the Finance Parties and the EIF and to give all notices and
           instructions (including, in the case of a Borrower, Notices of
           Drawdown), to execute on its behalf any Borrower Accession Memorandum
           or Guarantor Accession Memorandum and to make such agreements capable
           of being given or made by any Obligor notwithstanding that they may
           affect such Obligor, without further reference to or the consent of
           such Obligor and (ii) each Finance Party and the EIF to give any
           notice, demand or other communication to such Obligor pursuant to the
           Credit Facility Documents to CompleTel S.A.S. on its behalf, and in
           each case such Obligor shall be bound thereby as though such Obligor
           itself had given such notices and instructions (including, without
           limitation, any Notices of Drawdown) or executed or made such
           agreements or received any such notice, demand or other
           communication.

    2.6.2  Obligors' Agent's acts binding: Every act, omission, agreement,
           undertaking, settlement, waiver, notice or other communication given
           or made by the


<PAGE>

           Obligors' Agent or given to the Obligors' Agent under this Agreement
           or the Amendment Agreement, or in connection with this Agreement or
           the Amendment Agreement (whether or not known to any other Obligor
           and whether occurring before or after such other Obligor became an
           Obligor under this Agreement or the Amendment Agreement) shall be
           binding for all purposes on all other Obligors as if the other
           Obligors had expressly made, given or concurred with the same. In the
           event of any conflict between any notices or other communications of
           the Obligors' Agent and any other Obligor, those of the Obligors'
           Agent shall prevail.

    2.6.3  Resignation of Obligors' Agent: An Obligors' Agent may resign its
           appointment hereunder by giving not less than ten Business Days'
           prior written notice to that effect to the Facility Agent, provided
           that no such resignation shall be effective until a successor
           consents in writing to the Facility Agent to be appointed.

2.7 French Borrowers:  Effective Global Rate of Return

    2.7.1  For the purposes of Articles L.313-1 to L.313-6 of the French Code de
           la Consommation, the parties hereto acknowledge that, as a result of
           (i) the variation of the rate of interest and in the Mandatory Costs
           Rate during the period of utilisation and repayment of the
           Facilities; and (ii) the selection by the Borrower of floating
           interest rates and the fluctuation of such rates, it is not possible
           at the date hereof to determine the actual percentage rate of
           interest (Taux Effectif Global) (the "Effective Global Rate") within
           the meaning of the said Articles.

    2.7.2  For the purpose of application of articles L 313-1, R 313-1 and R
           313-2 of the Code de la Consommation, it is specified for indicative
           purposes that, for a full utilisation of the Facilities as per
           schedule in Clause 3.2.3 for each Financial Quarter, for Interest
           Periods or Terms (as applicable) of three months, and taking into
           account the rate of three-month EURIBOR on 3 January 2000 of 3.338%
           per year, the Effective Global Rate of the Facilities would, at such
           date, be 7.39% per year, and the periodic interest rate (taux de
           periode) would be 1.8474%. Such indicative rates include EURIBOR plus
           the Applicable Margin (calculated on the assumption that the
           Mandatory Costs Rate is zero, and that no adjustment will be made
           pursuant to Schedule 12 (Margin Adjustment), as well as any fees,
           costs and other expenses (including legal expenses) due by any
           Borrower in respect of this Agreement which the Code de la
           Consommation, as interpreted on the date hereof, require to be taken
           into account.

3.  UTILISATION OF THE TRANCHE A TERM FACILITY

    3.1 Drawdown Conditions for Tranche A Term Advances

    A Tranche A Term Advance will be made by the Banks to a Borrower if:


<PAGE>

3.1.1  not more than ten nor less than four Business Days before 11:00 a.m.
       Paris time on the proposed date for the making of such Tranche A Term
       Advance, the Facility Agent has received a completed Notice of Drawdown
       from such Borrower;

3.1.2  the proposed date for the making of such Tranche A Term Advance is a
       Business Day within the Tranche A Term Availability Period;

3.1.3  the proposed date for the making of such Tranche A Term Advance is not
       less than ten Business Days after the date upon which the previous
       Tranche A Term Advance (if any) was made;

3.1.4  the proposed amount of such Tranche A Term Advance is (a) (if less than
       the Available Tranche A Term Facility) a minimum amount of (Euro)
       5,000,000 and an integral multiple of (Euro) 1,000,000 or (b) equal to
       the amount of the Available Tranche A Term Facility;

3.1.5  the conditions set out in Clause 3.2 (Tranche A Term Facility
       Availability Tests) are satisfied;

3.1.6  the Repeated Representations are true in all material respects on and as
       of the proposed date for the making of such Tranche A Term Advance before
       and after giving effect to such and to the application of the proceeds
       therefrom, as though made on and as of such date unless such Repeated
       Representation refers specifically to an earlier date;

3.1.7  no Event of Default or Potential Event of Default has occurred and is
       continuing or would result from the making of such Tranche A Term
       Advance;

3.1.8  the making of such Tranche A Term Advance would not result in more than
       15 Term Advances being outstanding as of the proposed date for making
       such Tranche A Term Advance; and

3.1.9  each Advance requested by a French Borrower shall also be requested
       jointly by CECC and if, on the proposed date for the making of such
       Advance:

       (a)  the Official Rate is greater than or equal to the Applicable
            Interest Rate, the Advance shall be made to that French Borrower and
            not to CECC; or

       (b)  the Official Rate is less than the Applicable Interest Rate,

            (i)  the Advance shall be made to CECC and not to that French
                 Borrower;


<PAGE>

         (ii)   that French Borrower will be deemed to have requested an amount
                equal to the Advance to be disbursed to it under the
                Intercompany CECC Facility Agreement by CECC on the proposed
                date for the making of such Advance;

         (iii)  CECC shall on such date be obliged to advance an amount equal to
                such Advance to that French Borrower under the Intercompany CECC
                Facility Agreement; and

         (iv)   accordingly CECC shall direct the Facility Agent to make the
                Advance directly to the French Borrower in satisfaction of its
                obligation under the Intercompany CECC Facility Agreement.

3.2 Tranche A Term Facility Availability Tests

    The following are the conditions for the purposes of sub-clause 3.1.5 above
    and sub-clause 6.2.2 below:

    3.2.1  On the proposed date for making the proposed Advance, the Obligors'
           Agent has confirmed to the Facility Agent that the Group is
           Operational in at least the markets of Paris, Lyon, Marseille and
           Lille in the French Network and at least two of the four markets
           comprising the German Network; and

    3.2.2  On the date of delivery of the relevant Notice of Drawdown, and on
           the proposed date for making of the proposed Advance, Total Senior
           Debt expressed as a percentage of the aggregate of Invested Capital
           and Total Senior Debt as set out below for the relevant Financial
           Quarter in which the proposed Advance is to be made will not be
           exceeded, such percentage to be calculated on the basis that the
           amount of Total Senior Debt is adjusted to take account of the
           proposed Advance and any other changes to Total Senior Debt which
           will occur on or before the date of the proposed Advance:

           Financial Quarter ending         Total Senior Debt expressed as a
                                         percentage of the aggregate of Invested
                                            Capital and Total Senior Debt (%)
           31 March 2000                                   35
           30 June 2000                                    40
           30 September 2000                               47
           31 December 2000                                50

           provided that this condition shall only apply if, following the
           making of the proposed Advance, the Tranche A Term Loan will be an
           amount equal to or greater than 47 million.

    3.2.3  On the date of delivery of the relevant Notice of Drawdown, and on
           the proposed date for making of the proposed Advance, the aggregate
           amount of the Tranche A Term Loan and the Tranche B Revolving Loan as
           set out below for the relevant Financial Quarter in which the
           proposed Advance is to be made will not be exceeded, such aggregate
           amount to be calculated on the


<PAGE>

              basis that the amount of the Tranche A Term Loan, or as the case
              may be, Tranche B Revolving Loan is adjusted to take account of
              the proposed Advance and any other changes to the Tranche A Loan
              and/or the Tranche B Revolving Loan which will occur on or before
              the date of the proposed Advance:


              Financial Quarter Ending         Aggregate Amount of Tranche A
                                          Term Loan and Tranche B Revolving Loan
                                                       (Euro million)

              31 December 1999                               47
              31 March 2000                                  47
              30 June 2000                                   118
              30 September 2000                              166
              31 December 2000                               213
              31 March 2001                                  213
              30 June 2001                                   237
              30 September 2001                              237
              31 December 2001                               237
              31 March 2002                                  237
              30 June 2002                                   265

3.3 Each Bank's Participation in Tranche A Term Advances

    Each Bank will participate through its Facility Office in each Tranche A
    Term Advance made pursuant to Clause 3.1 (Drawdown Conditions for Tranche A
    Term Advances) in the proportion borne by its Available Tranche A Term
    Commitment to the Available Tranche A Term Facility immediately prior to the
    making of that Tranche A Term Advance.

3.4 Reduction of Available Tranche A Term Commitment

    If a Bank's Available Tranche A Term Commitment is reduced in accordance
    with the terms hereof after the Facility Agent has received the Notice of
    Drawdown for a Tranche A Term Advance and such reduction was not taken into
    account in the Available Tranche A Term Facility, then the amount of that
    Tranche A Term Advance shall be reduced accordingly.

4.  INTEREST PERIODS FOR TERM ADVANCES

4.1 Interest Periods

    The period for which a Term Advance is outstanding shall be divided into
    successive periods each of which (other than the first, which shall begin on
    the day such Term Advance is made) shall start on the last day of the
    preceding such period.

4.2 Duration

    The duration of each Interest Period shall, save as otherwise provided
    herein, be one, two, three or six months or such other period as may be
    agreed to by the Facility Agent acting on the instructions of all the Banks
    and the EIF, in each case as a


<PAGE>

    Borrower to which such Term Advance is made may by not less than four
    Business Days' prior notice to the Facility Agent select, provided that:

    4.2.1  if such Borrower fails to give such notice of its selection in
           relation to an Interest Period, the duration of that Interest Period
           shall, subject to sub-clauses 4.2.2 and 4.2.3, be three months;

    4.2.2  a Borrower (or the Obligors' Agent on its behalf) may select an
           Interest Period of less than one month if necessary to ensure that
           there are sufficient Tranche A Term Advances which have and, as the
           case may be, the Tranche B Term Advances which have, an Interest
           Period ending on a Term Repayment Date for the Borrowers to make the
           repayment due on that date; and

    4.2.3  prior to the Syndication Date, Interest Periods shall be one month
           (or, if less, of such duration as is necessary to end on the
           Syndication Date) or such other period as the Lead Arrangers and such
           Borrower may agree.

4.3 Consolidation of Term Advances

    If two or more Interest Periods relating to the same Term Facility and to
    the same Borrower end at the same time, then, on the last day of those
    Interest Periods, the Term Advances to which they relate shall be
    consolidated into and treated as a single Term Advance.

4.4 Division of Term Advances

    The Borrower to which a Term Advance is made may, by not less than four
    Business Days' prior notice to the Facility Agent, direct that any such Term
    Advance shall, at the beginning of any Interest Period relating thereto, be
    divided into (and thereafter, save as otherwise provided herein, treated in
    all respects as) two or more Term Advances in such amounts (in aggregate,
    equalling the amount of the Term Advance being so divided) as shall be
    specified by such Borrower in such notice, provided that such Borrower shall
    not be entitled to make such a direction if:

    4.4.1  as a result of so doing there would be more than 15 outstanding Term
           Advances and Revolving Advances; or

    4.4.2  any Term Advance thereby coming into existence would be of an amount
           of less than (Euro) 15,000,000.

5.  PAYMENT AND CALCULATION OF INTEREST ON TERM ADVANCES

5.1 Payment of Interest
    On the last day of each Interest Period the Borrower to which such Term
    Advance has been made shall pay accrued interest on the Term Advance to
    which such Interest Period relates.

5.2 Calculation of Interest
    The rate of interest applicable to a Term Advance from time to time during
    an Interest Period relating thereto shall be the rate per annum which is the
    sum of:


<PAGE>

    5.2.1  the Applicable Margin;

    5.2.2  the Mandatory Cost Rate in respect thereof at such time; and

    5.2.3  EURIBOR on the Quotation Date therefor.

6.  UTILISATION OF THE REVOLVING FACILITY

6.1 Drawdown Conditions for Revolving Advances
    A Revolving Advance will be made by the Banks to a Borrower if:

    6.1.1  not more than ten nor less than four Business Days before the
           proposed date for the making of such Revolving Advance, the Facility
           Agent has received a completed Notice of Drawdown from such Borrower;

    6.1.2  the proposed date for the making of such Revolving Advance is a
           Business Day falling (a) after 31 May 2000; and (b) one month or more
           before the Revolving Termination Date;

    6.1.3  the proposed date for the making of such Revolving Advance is not
           less than five Business Days after the date upon which the previous
           Revolving Advance (if any) was made;

    6.1.4  the proposed amount of such Revolving Advance is (a) (if less than
           the Available Revolving Facility) a minimum amount of (Euro)
           2,000,000 and an integral multiple of (Euro) 1,000,000 or (b) equal
           to the amount of the Available Revolving Facility;

    6.1.5  the proposed Term of the Revolving Advance requested is a period of
           (a) one, two, three or six months or such other period as may be
           agreed to by the Facility Agent acting on the instructions of all the
           Banks and the EIF in each case ending on or before the Revolving
           Termination Date; or (b) in relation to a Revolving Advance to be
           made prior to the Conversion Date, such other period of less than one
           month, if necessary to ensure that there are Revolving Advances which
           have a Term ending on the Conversion Date in an aggregate amount of
           less than or equal to the Conversion Available Amount, provided that
           prior to the Syndication Date, only periods of one month or a period
           previously approved by the Lead Arrangers may be chosen; and

    6.1.6  the conditions set out in Clause 6.2 (Revolving Facility Availability
           Tests) are satisfied;

    6.1.7  (save in relation to a Renewed Advance) the Repeated Representations
           are true in all material respects on and as of the proposed date for
           the making of such Revolving Advance before and after giving effect
           to such and to the application of the proceeds therefrom, as though
           made on and as of such date;


<PAGE>

    6.1.8     no Event of Default or (save in relation to a Renewed Advance)
              Potential Event of Default has occurred and is continuing or would
              result from the making of such Revolving Advance; and

    6.1.9     each Advance (including for the avoidance of doubt a Renewed
              Advance) requested by a French Borrower shall also be requested
              jointly by CECC and if, on the proposed date for the making of
              such Advance:

              (a)  the Official Rate is greater than or equal to the Applicable
                   Interest Rate, the Advance shall be made to that French
                   Borrower and not to CECC; or

              (b)  the Official Rate is less than the Applicable Interest Rate,

                   (i)    the Advance shall be made to CECC and not to that
                          French Borrower;

                   (ii)   that French Borrower will be deemed to have requested
                          an amount equal to the Advance to be disbursed to it
                          under the Intercompany CECC Facility Agreement by CECC
                          on the proposed date for the making of such Advance;

                   (iii)  CECC shall on such date be obliged to advance an
                          amount equal to such Advance to that French Borrower
                          under the Intercompany CECC Facility Agreement; and

                   (iv)   accordingly CECC shall direct the Facility Agent to
                          make the Advance directly to the French Borrower in
                          satisfaction of its obligation under the Intercompany
                          CECC Facility Agreement.

    then, save as otherwise provided herein, such Revolving Advance will be made
    in accordance with the provisions hereof.

6.2 Revolving Facility Availability Tests
    The following are the conditions for the purposes of sub-Clause 6.1.6 above.

    6.2.1     The Tranche A Term Facility is fully utilised.

    6.2.2     The conditions set out in Clause 3.2 (Tranche A Term Facility
              Availability Tests) are satisfied in respect of each Revolving
              Advance.

    6.2.3     The Obligors' Agent has confirmed to the Facility Agent that the
              markets of Grenoble, Nice and Toulouse are Operational in the
              French Network and the remaining two markets are Operational in
              the German Network; provided that in satisfaction of this
              condition the Parent shall have the right to substitute up to two
              different markets from those specified, where (a) such markets are
              Operational; (b) that the substitute market is expected to
              generate comparable EBITDA and expected to require comparable
              Capital Expenditure as the original market; (c) the budget for
              such market has been determined in all


<PAGE>

              material respects in accordance with the Group's past
              methodologies; and (d) all Licences as necessary for that market
              have been obtained.

    6.2.4     The Annualised Net Revenue calculated at any time no later than 30
              September 2000 is at least (Euro) 20,800,000.

    6.2.5     On the date of delivery of the relevant drawdown request, and on
              the proposed date for the making of the proposed Revolving Advance
              where the proposed date for making of the proposed Revolving
              Advance is a date:

              (i)    on or prior to 31 December 2000, Total Senior Debt
                     expressed as a percentage of the aggregate of Invested
                     Capital and Total Senior Debt as set out below for the
                     relevant Financial Quarter in which the proposed Revolving
                     Advance is to be made will not be exceeded, such percentage
                     to be calculated on the basis that the amount of Total
                     Senior Debt is adjusted to take account of the proposed
                     Revolving Advance and other changes to the Total Senior
                     Debt which will occur on or before the date of the proposed
                     Advance:
<TABLE>
<CAPTION>

                     Financial Quarter ending          Total Senior Debt expressed as a
                                                    percentage of the aggregate of Invested
                                                       Capital and Total Senior Debt (%)
                     <S>                            <C>
                     30 June 2000                                           40
                     30 September 2000                                      47
                     31 December 2000, 31
                     March 2001, 30 June 2001
                     and 30 September 2001; or                              50
</TABLE>

              (ii)   on or after 1 January 2001 and on or prior to 30 September
                     2001 either the condition set out in sub-paragraph (i)
                     above is satisfied; or the ratio of Total Senior Debt to
                     AART as set out below for the relevant Financial Quarter in
                     which the proposed Revolving Advance is to be made will not
                     be exceeded, such ratio to be calculated: (I) on the basis
                     of the AART as calculated by reference to the aggregate
                     AART set out in the three most recently delivered monthly
                     management statements of the Group, or (in the event that
                     the most recently delivered financial statements are
                     quarterly financial statements) as set out in the quarterly
                     financial statements of the Group, in either case as
                     multiplied by four; and (II) on the basis that the amount
                     of the Total Senior Debt is adjusted to take account of the
                     proposed Revolving Advance and any other changes to the
                     Total Senior Debt which will occur on or before the date of
                     the proposed Advance:


<PAGE>

<TABLE>
<CAPTION>
                     Financial Quarter ending                                        Total Senior Debt to AART
                     <S>                                                    <C>
                     31 March 2001                                                            2.25 : 1
                     30 June 2001                                                             2.00 : 1
                     30 September 2001                                                      1.75 : 1; or
</TABLE>

              (iii)  on or after 1 October 2001, the Senior Debt Leverage Ratio
                     as set out below for the relevant Financial Quarter in
                     which the proposed Revolving Advance is to be made will not
                     be exceeded, such ratio to be calculated: (I) on the basis
                     of the Annualised EBITDA as calculated by reference to the
                     most recently delivered quarterly financial statements of
                     the Group; and (II) on the basis that the amount of Total
                     Senior Debt is adjusted to take account of the proposed
                     Revolving Advance and any other changes to the Total Senior
                     Debt which will occur on or before the date of the proposed
                     Advance:
<TABLE>
<CAPTION>
                     Financial Quarter ending                                       Senior Debt Leverage Ratio
                     <S>                                                    <C>
                     31 December 2001                                                        6.50: 1
                     31 March 2002                                                           5.00:1
                     30 June 2002                                                            4.50:1
                     30 September 2002                                                       4.50:1
                     31 December 2002                                                        3.50:1
                     31 March 2003                                                           3.00:1
                     Thereafter, 31 March, 30 June, 30 September and 31                      2.50:1
                     December.
</TABLE>

6.3 Each Bank's Participation in Revolving Advances

    Each Bank will participate through its Facility Office in each Revolving
    Advance made pursuant to this Clause 6 in the proportion borne by its
    Available Revolving Commitment to the Available Revolving Facility
    immediately prior to the making of that Revolving Advance.

6.4 Reduction of Available Revolving Commitment

    If a Bank's Revolving Commitment is reduced in accordance with the terms
    hereof after the Facility Agent has received the Notice of Drawdown for a
    Revolving Advance and such reduction was not taken into account in the
    Available Revolving Facility, then the amount of that Revolving Advance
    shall be reduced accordingly.

7.  PAYMENT AND CALCULATION OF INTEREST ON REVOLVING ADVANCES

7.1 Payment of Interest
    On the Repayment Date relating to each Revolving Advance the Borrower to
    which such Revolving Advance has been made shall pay accrued interest on
    that Revolving Advance.


<PAGE>

7.2 Calculation of Interest
    The rate of interest applicable to a Revolving Advance from time to time
    during its Term shall be the rate per annum which is the sum of:

    7.2.1     the Applicable Margin;

    7.2.2     the Mandatory Cost Rate in respect thereof at such time; and

    7.2.3     EURIBOR on the Quotation Date therefor.

8.  CONVERSION AND WORKING CAPITAL FACILITY

8.1 Conversion Notice

    The Obligors' Agent may deliver a notice to the Facility Agent specifying
    the length of the Interest Period applicable to the Tranche B Term Advance
    made available pursuant to Clause 8.2.2 on the Conversion Date, provided
    that such notice is received by the Facility Agent no later than four
    Business Days prior to the Conversion Date, and in the absence of such
    notice, the Interest Period shall be three months.

8.2 Conversion and the Tranche B Term Facility

    8.2.1     The Revolving Advances outstanding as at the Conversion Date in an
              aggregate amount equal to the Conversion Available Amount or, if
              less, the aggregate amount of all Revolving Advances outstanding
              on the Conversion Date shall be converted into Tranche B Term
              Advances as follows:

    8.2.2     First, Revolving Advances whose Term ends on the Conversion Date
              shall be automatically converted into a single Tranche B Term
              Advance under the Tranche B Term Facility with an initial Interest
              Period as determined in accordance with Clause 8.1 (Conversion
              Notice); and

    8.2.3     Secondly, Revolving Advances whose Term ends on a date falling
              after the Conversion Date shall remain outstanding as Revolving
              Advances until the last day of their Term when they shall be
              converted in whole or in part into Tranche B Term Advances in
              chronological order until such time as the aggregate amount of
              Tranche B Term Advances is in an amount equal to the Conversion
              Available Amount or, if less, the aggregate amount of all
              Revolving Advances outstanding on the Conversion Date provided
              that the first Interest Period of each such Tranche B Term Advance
              (converted pursuant to this Clause 8.2.3) shall end at the same
              time as the Interest Period of the outstanding Tranche B Term
              Advance converted pursuant to Clause 8.2.2 (or, as the case may
              be, as consolidated with previous Tranche B Term Advances
              converted pursuant to this Clause 8.2.3); and


<PAGE>

    8.2.4     Thirdly, the Tranche B Revolving Facility shall be reduced to an
              amount equal to the Working Capital Facility (and the Revolving
              Commitment of each of the Banks shall be reduced rateably) and any
              Revolving Advances (or any part thereof) not converted pursuant to
              sub-clauses 8.2.2 and/or 8.2.3 shall remain outstanding under the
              Working Capital Facility and shall be repaid on the Repayment Date
              applicable thereto.

9.  MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

9.1 Market Disruption
    If, in relation to any Advance:

    9.1.1     EURIBOR is to be determined by reference to Reference Banks and at
              or about 11.00 a.m. on the Quotation Date for the relevant
              Interest Period or Term none of the Reference Banks supplies a
              rate for the purpose of determining EURIBOR for the relevant
              Interest Period or Term; or

    9.1.2     before the close of business in Paris on the Quotation Date for
              the relevant Interest Period or Term the Facility Agent has been
              notified by a Bank or each of a group of Banks to whom in
              aggregate more than fifty per cent. or more of such Advance is
              owed (or, in the case of an undrawn Advance, if made, would be
              owed) that the EURIBOR rate does not accurately reflect the cost
              of funding its participation in such Advance,

    then, the Facility Agent shall notify the Obligors' Agent, the relevant
    Borrower and the Participants of such event and, notwithstanding anything to
    the contrary in this Agreement, Clause 9.2 (Substitute Interest Period and
    Interest Rate) shall apply to such Advance.

9.2 Substitute Interest Period and Interest Rate

    If either sub-clause 9.1.1 or 9.1.2 of Clause 9.1 (Market Disruption)
    applies to an Advance, then unless a substitute basis has been agreed in
    accordance with Clause 9.3 (Alternative Rate) (i) the duration of the
    relevant Interest Period or Term shall be one month or, if less, such that
    it shall end on the next succeeding Term Repayment Date (in the case of a
    Term Advance) or the earlier of the Conversion Date and the Revolving
    Termination Date (in the case of a Revolving Advance); and (ii) the rate of
    interest applicable to each Bank's portion of such Advance during the
    relevant Interest Period or Term shall (subject to any agreement reached
    pursuant to Clause 9.3 (Alternative Rate)) be the rate per annum which is
    the sum of:

    9.2.1     the Applicable Margin;

    9.2.2     the Mandatory Cost Rate in respect thereof at such time; and

    9.2.3     the rate per annum notified to the Facility Agent by such Bank
              before the last day of such Interest Period or Term to be that
              which expresses as a percentage rate per annum the cost to such
              Bank of funding from whatever sources it may


<PAGE>

              reasonably select its portion of such Advance during such Interest
              Period or Term.

9.3  Alternative Rate

     If (a) either of those events mentioned in sub-clauses 9.1.1 and 9.1.2 of
     Clause 9.1 (Market Disruption) occurs in relation to an Advance or (b) by
     reason of circumstances affecting the European interbank market during any
     period of three consecutive Business Days EURIBOR is not available for euro
     to prime banks in the European interbank market, then if the Facility Agent
     or the Obligors' Agent so requires, the Facility Agent and the Obligors'
     Agent shall enter into negotiations in good faith with a view to agreeing a
     substitute basis (i) for determining the rates of interest from time to
     time applicable to the Advances and/or (ii) upon which the Advances may be
     maintained (whether in euro or some other currency) thereafter and any such
     substitute basis that is agreed shall take effect in accordance with its
     terms and be binding on each party hereto, provided that the Facility Agent
     may not agree any such substitute basis without the prior consent of each
     Bank and the EIF.

10.  NOTIFICATION

10.1 Advances
     Not less than three Business Days before the first day of an Interest
     Period or Term, the Facility Agent shall notify each Participant of the
     Facility that is to be utilised, the name of the relevant Borrower, the
     proposed amount of the relevant Advance, the proposed length of the
     relevant Interest Period or Term and the aggregate principal amount of the
     relevant Advance allocated to such Bank pursuant to Clause 3.3 (Each Bank's
     Participation in Tranche A Term Advances) or Clause 6.3 (Each Bank's
     Participation in Revolving Advances) and, in the case of the EIF, the share
     of the relevant Advance in relation to which it is liable under the
     Participation Agreement.

10.2 Interest Rate Determination
     The Facility Agent shall promptly notify the relevant Borrower and the
     Participants of each determination of EURIBOR, the Mandatory Cost Rate and
     the Applicable Margin.

10.3 Changes to Advances or Interest Rates
     The Facility Agent shall promptly notify the relevant Borrower and the
     Participants of any change to (a) the proposed length of an Interest Period
     or Term or (b) any interest rate occasioned by the operation of Clause 9
     (Market Disruption and Alternative Interest Rates).

11.  REPAYMENT OF THE TERM fACILITIES

11.1 Term Repayment Instalments
     The Parent shall procure (and each Borrower which has drawn a Term Advance
     shall repay its share of each Term Loan in order to ensure) that each Term
     Loan is repaid in instalments on each Term Repayment Date set out in the
     table below.  The amount to be repaid shall:


<PAGE>

     (a)  in the case of the Tranche A Term Loan, be equal to the relevant
          percentage of the Tranche A Term Loan outstanding as at the last day
          of the Tranche A Term Availability Period; and
     (b)  in the case of the Tranche B Term Loan, be equal to the relevant
          percentage of the Converted Amount,

     in each case, as set out in the table below.

     Term Repayment Date         Percentage of Tranche A Term Loan and Tranche
                                   B Term Loan (%) as at the relevant date

     30 June 2003                                     10
     31 December 2003                                 10
     30 June 2004                                     12.5
     31 December 2004                                 12.5
     30 June 2005                                     12.5
     31 December 2005                                 12.5
     30 June 2006                                     15
     31 December 2006                                 15

11.2 Selection of Term Advances

     In relation to a Term Repayment Date, the repayment shall firstly comprise
     Term Advances whose Interest Periods end on such Term Repayment Date, as
     selected by the Obligors' Agent by not less than four Business Days' notice
     to the Facility Agent, provided that if the Obligors' Agent fails to give
     such notice, the Facility Agent shall select the Term Advances to be wholly
     or partially repaid.

12.  REPAYMENT OF THE REVOLVING FACILITY
     Each Borrower to which a Revolving Advance has been made shall repay the
     Revolving Advance made to it in full on the Repayment Date relating
     thereto.

13.  CANCELLATION AND PREPAYMENT

13.1 Cancellation of the Term Facility

     The Obligors' Agent may (subject to the provisions of this Clause), by
     giving to the Facility Agent not less than ten Business Days' prior notice
     to that effect, cancel the whole or any part (being a minimum amount of
     (Euro) 5,000,000 and an integral multiple of (Euro) 1,000,000) of the
     Available Tranche A Term Facility provided that such amount shall be
     applied pro rata in cancellation of the Available Tranche A Term Facility
     and the Available Revolving Facility on such date. Any such cancellation
     shall reduce the Available Tranche A Term Commitments and, as the case may
     be, the Available Revolving Commitments of the Banks rateably.

13.2 Prepayment of the Term Loans

     Subject to Clause 13.6 (Pro-rata Requirement), the Borrower to which a Term
     Advance has been made may, if it has given to the Facility Agent not less
     than ten Business Days' prior notice to that effect through the Obligors'
     Agent, prepay the whole of any Term Advance or any part of any Term Advance
     (being a minimum


<PAGE>

     amount of (Euro) 5,000,000 and an integral multiple of (Euro) 1,000,000).
     Any prepayment so made after the last day of the Tranche A Term
     Availability Period shall satisfy pro tanto the obligations under Clause
     11.1 (Term Repayment Instalments) in inverse chronological order.

13.3 Cancellation of the Revolving Facility

     Subject to Clause 13.6 (Pro-rata Requirement), the Obligors' Agent may, by
     giving to the Facility Agent not less than ten Business Days' prior notice
     to that effect, cancel the whole or any part (being a minimum amount of
     (Euro) 5,000,000 and an integral multiple of (Euro) 1,000,000) of the
     Available Revolving Facility. Any such cancellation shall reduce the
     Available Revolving Commitments of the Banks rateably.

13.4 Prepayment of the Revolving Loan

     Subject to Clause 13.6 (Pro-rata Requirement), the Borrower to which a
     Revolving Advance has been made may, by giving to the Facility Agent
     through the Obligors' Agent not less than ten Business Days prior notice to
     that effect, prepay the whole or any part of a Revolving Advance (being an
     amount such that such Revolving Advance will be reduced by a minimum amount
     of (Euro) 5,000,000 and an integral multiple of (Euro) 1,000,000).

13.5 Notice of Cancellation or Prepayment

     Any notice of cancellation or prepayment given by a Borrower pursuant to
     this Clause 13 shall be irrevocable, shall specify the date upon which such
     cancellation or prepayment is to be made and the amount of such
     cancellation or prepayment and, in the case of a notice of prepayment,
     shall oblige the relevant Borrower to make such prepayment on such date.

13.6 Pro-rata Requirement

     The Parent shall ensure that on the date of any prepayment of the Tranche A
     Term Loan, or as the case may be the Tranche B Term Loan, in accordance
     with Clause 13.2 (Prepayment of the Term Loans):

     13.6.1  if such date is prior to the Conversion Date,

             (a)  the Revolving Commitments of the Banks shall be cancelled pro-
                  rata by an amount in accordance with Clause 13.3 (Cancellation
                  of the Revolving Facility); or

             (b)  in the event that such Commitments are, or are reduced to,
                  zero, the Revolving Loan shall be prepaid and thereupon the
                  Revolving Commitments of the Banks shall be cancelled in an
                  equal or remaining amount in accordance with Clause 13.3
                  (Cancellation of the Revolving Facility) and/or Clause 13.4
                  (Prepayment of the Revolving Loan);

             in each case such amount (the "Revolving Amount") shall be such
             that the ratio of the amount to be applied in prepayment of the
             Term Loan to the Revolving Amount is equal to the ratio of the
             Tranche A Term Facility to the Tranche B Term Facility; and


<PAGE>

     13.6.2   if such date is on or after the Conversion Date, the other Term
              Loan shall be prepaid in accordance with Clause 13.2 (Prepayment
              of the Term Loans) in an amount such that the ratio of the two
              amounts to be prepaid is equal to the ratio, as applicable, of the
              Tranche A Term Loan to the Tranche B Term Loan at that time.

13.7 Repayment of a Bank's Share of the Loan
     If:

     13.7.1   any sum payable to any Participant by an Obligor is required to be
              increased pursuant to Clause 15.1 (Tax Gross-up) or Clause 15.3
              (EIF Taxes); or

     13.7.2   any Participant claims indemnification from the Parent under
              Clause 15.2 (Tax Indemnity) or Clause 17.1 (Increased Costs); or

     13.7.3   any Bank does not agree a substitute basis under Clause 9.3
              (Alternative Rate), the Obligors' Agent may, whilst such
              circumstance continues, give the Facility Agent at least ten
              Business Days notice (which notice shall be irrevocable) of its
              intention to:

              (i)    where sub-clauses 13.7.1, 13.7.2 or 13.7.3 relate to the
                     whole of a Bank's participation in the Facilities, to
                     procure the repayment of such Bank's share of the Loan; or

              (ii)   where sub-clauses 13.7.1 or 13.7.2 relate only to the EIF's
                     Participated Portion of a Bank's share of the Facilities,
                     to procure the repayment of such Participated Portion of
                     such Bank's share of the Loan.

     On the last day of each current Interest Period or Term each Borrower to
     which an Advance has been made shall repay such Bank's portion or, as the
     case may be, such Participated Portion of the Advance to which such
     Interest Period or Term relates. Any repayment of a Term Advance so made
     after the last day of the Term Availability Period shall reduce rateably
     the remaining obligations under Clause 11.1 (Term Repayment Instalments).

13.8 No Further Advances

     A Bank for whose account a repayment is to be made under Clause 13.7
     (Repayment of a Bank's Share of the Loan) shall not be obliged to
     participate, in the case of a repayment to be made under paragraph (i) of
     Clause 13.7 (Repayment of a Bank's Share of the Loan), in the making of
     Advances or, in the case of a repayment to be made under paragraph (ii) of
     Clause 13.7 (Repayment of a Bank's Share of the Loan), in the making of
     such share of Advances relating to such Participated Portion on or after
     the date upon which the Facility Agent receives the Obligors' Agent's
     notice of its intention to procure the repayment of such Bank's share of
     the Loan or, as the case may be, such Participated Portion of such Bank's
     share of the Loan, and such Bank's Available Tranche A Term Commitment and
     Available Revolving Commitment or, as the case may be, such Participated
     Portion of such Bank's Available Tranche A Term Commitment and Available
     Revolving Commitment shall be reduced to zero.


<PAGE>

13.9  No Other Repayments
      The Borrowers shall not repay all or any part of the Loan except at the
      times and in the manner expressly provided for in this Agreement.

13.10 No Reborrowing of the Term Facilities
      None of the Borrowers shall be entitled to reborrow any amount of the Term
      Facilities which is repaid.

14.   Mandatory Prepayment

14.1  Excess Cash Flow

      With respect to each immediately preceding financial year of the Parent,
      commencing with the financial year ending on 31 December 2001, the Parent
      shall on the Business Day immediately succeeding the date on which the
      consolidated financial statements for such financial year are delivered by
      the Parent pursuant to the provisions of Clause 21.1 (Annual Statements)
      or should have been delivered in accordance with the provisions thereof,
      apply 50 per cent. of Excess Cash Flow for such financial year in
      prepayment of the Loan in accordance with Clause 14.4 (Application of
      Prepayments).

14.2  Asset Disposals and Insurance Proceeds
      The Parent shall procure that an amount equal to 100 per cent. of:

      (a)  the Net Cash Proceeds of any disposal, lease or transfer of any asset
           of any member of the Group (other than a Permitted Disposal); and

      (b)  the proceeds of any insurance claims other than those payable to a
           third party,

      in each case to the extent that such proceeds are not applied in or
      towards the carrying on of the Telecoms Business as permitted by this
      Agreement within 180 days of receipt of such proceeds, shall promptly be
      applied in prepayment of the Loan in accordance with Clause 14.4
      (Application of Prepayments).

14.3  Change of Control

      14.3.1  The Parent shall (itself or through the Obligors' Agent), promptly
              upon it becoming aware that a change of control has occurred, or
              will or is reasonably likely to occur, give written notice thereof
              to the Participants (through the Facility Agent).

      14.3.2  Upon the occurrence of a change of control, the Borrowers shall
              immediately repay in full the Term Loans and Revolving Loan
              outstanding at such time and all other amounts owing hereunder and
              the Commitments of the Banks shall be irrevocably cancelled.

14.4  Application of Prepayments

      14.4.1  Any prepayment made under Clause 14.1 (Excess Cash Flow) or Clause
              14.2 (Asset Disposals and Insurance Proceeds) shall be applied:

              (a)  if such date is prior to the Conversion Date:


<PAGE>

                   (i)    against the Tranche A Term Loan; and

                   (ii)   by a cancellation of the Revolving Commitments of the
                          Banks pro-rata; or in the event that at such time such
                          Commitments are, or are reduced to, zero, the
                          Revolving Loan shall be prepaid and thereupon the
                          Revolving Commitments of the Banks shall be cancelled;

                   in the ratio that the Tranche A Term Facility bears to the
                   Tranche B Term Facility; and

              (b)  if such date is on or after the Conversion Date, against the
                   Tranche A Term Loan and the Tranche B Term Loan in the ratio
                   that the Tranche A Term Loan bears to the Tranche B Term Loan
                   at that time; provided that if on such date the Term Loans
                   have been prepaid in full, shall be applied in cancellation
                   of the Revolving Commitments of the Banks pro-rata and then
                   in repayment and cancellation of the Revolving Loan and the
                   Revolving Commitments of the Banks pro-rata.

     14.4.2   Any prepayment of Term Loans shall satisfy the remaining
              obligations under Clause 11.1 (Term Repayment Instalments) in
              inverse chronological order.

14.5 Prepayment Account

     If Clause 13.6 (Pro-rata Requirement), Clause 14.1 (Excess Cash Flow) or
     Clause 14.2 (Asset Disposals and Insurance Proceeds) would require the
     Parent to procure the prepayment of any Advance otherwise than at the end
     of an Interest Period or Term, the Parent can elect (by written notice to
     the Facility Agent to be received no later than one Business Day prior to
     the date on which the prepayment obligation would, but for this Clause
     14.5, arise) to credit such amount to the Prepayment Account on the date on
     which the prepayment obligation but for this Clause 14.5 would arise and to
     prepay the Term Advance and/or Revolving Advance at the first occurring end
     of an Interest Period relative to the Term Advance to be repaid or date on
     which a Revolving Advance matures. Following any such election and provided
     the required payment is made to the Prepayment Account, the obligation to
     prepay the relevant Term Advance and/or Revolving Advance will not arise
     until the first occurring end of an Interest Period relative to the Term
     Advance to be repaid or date on which a Revolving Advance matures (and for
     the avoidance of doubt interest shall continue to accrue on such Advances
     until the end of the applicable Interest Period or Term). The Obligors'
     Agent on behalf of the Parent and the other Obligors hereby authorises the
     Facility Agent to withdraw monies from the Prepayment Account and apply
     such monies against prepayments which are due to be made hereunder, or upon
     the occurrence of an Event of Default in respect of which a notice has been
     given pursuant to Clause 24.19 (Acceleration and Cancellation) against
     amounts due and payable under the Finance Documents. Following the
     satisfaction of the obligations pursuant to this Clause 14.5 with respect
     to any deposit made to the Prepayment Account, any interest accrued on such
     deposit shall be paid to the Obligors' Agent, provided that at such time no
     Event of Default has occurred and is continuing in which case such interest
     shall not be paid


<PAGE>

     to the Obligors' Agent but the Obligors' Agent may direct the Facility
     Agent to apply such interest in satisfaction of the interest which has
     accrued in relation to the outstanding Advances.

15.  TAXES

15.1 Tax Gross-up

     All payments to be made by an Obligor to any Finance Party or the EIF under
     the Finance Documents shall be made free and clear of and without deduction
     for or on account of tax. If any Obligor is required to make such a payment
     subject to the deduction or withholding of tax, the sum payable by such
     Obligor (in respect of which such deduction or withholding is required to
     be made) shall be increased to the extent necessary to ensure that such
     Finance Party or, as the case may be, the EIF receives a sum net of any
     deduction or withholding equal to the sum which it would have received had
     no such deduction or withholding been made or required to be made.

15.2 Tax Indemnity

     Without prejudice to Clause 15.1 (Tax Gross-up), if any Finance Party or
     the EIF is required to make any payment of or on account of tax on or in
     relation to any sum received or receivable under the Finance Documents
     (including any sum deemed for purposes of tax to be received or receivable
     by such Finance Party or, as the case may be, the EIF whether or not
     actually received or receivable) or if any liability in respect of any such
     payment is asserted, imposed, levied or assessed against any Finance Party
     or the EIF, the Parent shall, upon demand of the Facility Agent and
     delivery of a written explanation of the nature of the tax due or paid by
     such Finance Party or, as the case may be, the EIF, promptly indemnify the
     Finance Party or, as the case may be, the EIF which suffers a loss or
     liability as a result against such payment or liability, together with any
     interest, penalties, costs and expenses payable or incurred in connection
     therewith, other than any such interest, penalties, costs or expenses
     arising as a result of a failure by the Finance Party or, as the case may
     be, the EIF to make payment of tax when, to the best of its knowledge and
     belief, it was due provided that this Clause 15.2 shall not apply to:

     15.2.1   any tax imposed on and calculated by reference to the net income
              actually received or receivable by such Finance Party or, as the
              case may be, the EIF (but, for the avoidance of doubt, not
              including any sum deemed for purposes of tax to be received or
              receivable by such Finance Party or, as the case may be, the EIF
              but not actually receivable) by the jurisdiction in which such
              Finance Party or, as the case may be, the EIF is incorporated or
              any jurisdiction or jurisdictions in which such Finance Party or,
              as the case may be, the EIF is resident for the purpose of
              assessing such tax; or

     15.2.2   any tax imposed on and calculated by reference to the net income
              of the Facility Office of such Finance Party or, as the case may
              be, the EIF actually received or receivable by such Finance Party
              or, as the case may be, the EIF (but, for the avoidance of doubt,
              not including any sum deemed for purposes of tax to be received or
              receivable by such Finance Party or, as the case may


<PAGE>

              be, the EIF but not actually receivable) by the jurisdiction in
              which its Facility Office is located.

15.3 EIF Taxes
     If:

     15.3.1   a Participating Lender (or the Facility Agent on its behalf) is
              required to make any deduction or withholding of tax from any sum
              payable by it to the EIF under the Participation Agreement; or

     15.3.2   the EIF (or the Facility Agent on its behalf) is required to make
              any payment of or on account of tax on or in relation to any sum
              received or receivable under the Participation Agreement
              (including any sum deemed for purposes of tax to be received or
              receivable by the EIF whether or not actually received or
              receivable) or if any liability in respect of any such payment is
              asserted, imposed, levied or assessed against the EIF (other than
              as set out in sub-clauses 15.2.1 and 15.2.2 of Clause 15.2 (Tax
              Indemnity) to the extent such sub-clauses apply to the EIF),

     the Obligors shall, upon demand of the Facility Agent and delivery of a
     written explanation of the nature of the tax due or paid, promptly pay to
     such Participating Lender such amount as may be necessary to ensure that
     upon payment by such Participating Lender to the EIF under the
     Participation Agreement, the EIF will actually have received, in aggregate,
     a net amount equal to the full amount which it would have received had such
     sum not been made subject to such deduction, withholding, payment or
     liability.

15.4 Claims by Participants
     A Participant intending to make a claim or, in the case of the EIF, to
     request a Participating Lender to make a claim pursuant to Clause 15.2 (Tax
     Indemnity) or Clause 15.3. (EIF Taxes) shall notify the Facility Agent of
     the event giving rise to the claim, whereupon the Facility Agent shall
     notify the Obligors' Agent thereof.

15.5 Qualifying Banks
     Each Bank warrants that it is a Qualifying Bank as at the date it becomes a
     party to this Agreement.

16.  TAX RECEIPTS

16.1 Notification of Requirement to Deduct Tax

     If, at any time, an Obligor is required by law to make any deduction or
     withholding from any sum payable by it under the Finance Documents (or if
     thereafter there is any change in the rates at which or the manner in which
     such deductions or withholdings are calculated), such Obligor shall
     promptly notify the Facility Agent.

16.2 Evidence of Payment of Tax
     If an Obligor makes any payment under the Finance Documents in respect of
     which it is required to make any deduction or withholding, it shall pay the
     full amount required


<PAGE>

     to be deducted or withheld to the relevant taxation or other authority
     within the time allowed for such payment under applicable law and shall
     deliver to the Facility Agent for each Participant, within thirty days of
     issue thereof, an original receipt (or a certified copy thereof) issued by
     such authority evidencing the payment to such authority of all amounts so
     required to be deducted or withheld in respect of that Participant's share
     of such payment.

16.3 Tax Credit Payment
     If an additional payment is made under Clause 15 (Taxes) by an Obligor for
     the benefit of any Finance Party or the EIF and such Finance Party or, as
     the case may be, the EIF, in its sole discretion acting in good faith,
     determines that it has obtained (and has derived full use and benefit from)
     a credit against, a relief or remission for, or repayment of, any tax,
     then, if and to the extent that such Finance Party or, as the case may be,
     the EIF, in its sole opinion acting in good faith, determines that:

     16.3.1   such credit, relief, remission or repayment is in respect of or
              calculated with reference to the additional payment made pursuant
              to Clause 15 (Taxes); and

     16.3.2   its tax affairs for its tax year in respect of which such credit,
              relief, remission or repayment was obtained have been finally
              settled,

     such Finance Party or, as the case may be, the EIF shall, to the extent
     that it can do so without prejudice to the retention of the amount of such
     credit, relief, remission or repayment, pay to such Obligor such amount as
     such Finance Party or, as the case may be, the EIF shall, in its sole
     opinion acting in good faith, determine to be the amount which will leave
     such Finance Party or, as the case may be, the EIF (after such payment) in
     no worse after-tax position than it would have been in had the additional
     payment in question not been required to be made by such Obligor.

16.4 Tax Credit Clawback
     If any Finance Party or the EIF makes any payment to an Obligor pursuant to
     Clause 16.3 (Tax Credit Payment) and such Finance Party or, as the case may
     be, the EIF subsequently determines, in its sole opinion acting in good
     faith, that the credit, relief, remission or repayment in respect of which
     such payment was made was not available or has been withdrawn or that it
     was unable to use such credit, relief, remission or repayment in full, such
     Obligor shall reimburse such Finance Party or, as the case may be, the EIF
     such amount as such Finance Party or, as the case may be, the EIF
     determines, in its sole opinion acting in good faith, is necessary to place
     it in the same after-tax position as it would have been in if such credit,
     relief, remission or repayment had been obtained and fully used and
     retained by such Finance Party or, as the case may be, the EIF.

16.5 Tax and Other Affairs
     No provision of this Agreement shall interfere with the right of any
     Finance Party or the EIF to arrange its tax or any other affairs in
     whatever manner it thinks fit, oblige any Finance Party or the EIF to claim
     any credit, relief,


<PAGE>

     remission or repayment in respect of any payment under Clause 15 (Taxes) in
     priority to any other credit, relief, remission or repayment available to
     it except that the Finance Party's or, as the case may be, the EIF's sole
     reason (acting in good faith) for claiming such credit, relief, remission
     or repayment shall not be its obligation to make a tax credit payment under
     Clause 16.3 (Tax Credit Payment) nor oblige any Finance Party or the EIF to
     disclose any information relating to its tax or other affairs or any
     computations in respect thereof.

17.  INCREASED COSTS

17.1 Increased Costs
     If, by reason of (a) any change in law or in its interpretation or
     administration and/or (b) compliance with any request or requirement (with
     which banks generally habitually comply) relating to the maintenance of
     capital or any other request from or requirement of any central bank or
     other fiscal, monetary, regulatory or other authority:

     17.1.1   a Bank or any holding company of such Bank or the EIF is unable to
              obtain the rate of return on its capital which it would have been
              able to obtain but for such Bank's or, as the case may be, the
              EIF's entering into or assuming or maintaining a commitment or
              participation or performing its obligations under the Finance
              Documents or the Participation Agreement;

     17.1.2   a Bank or any holding company of such Bank or the EIF incurs a
              cost as a result of such Bank's or, as the case may be, the EIF's
              entering into or assuming or maintaining a commitment or
              participation or performing its obligations under the Finance
              Documents or the Participation Agreement; or

     17.1.3   there is any increase in the cost to a Bank or any holding company
              of such Bank or the EIF of funding or maintaining or participating
              in such Bank's or, as the case may be, the EIF's share of the
              Advances or any Unpaid Sum,

     then the Parent shall, from time to time on demand of the Facility Agent,
     promptly pay to the Facility Agent for the account of that Bank or, as the
     case may be, the EIF amounts sufficient to indemnify that Bank or the EIF
     or to enable that Bank to indemnify its holding company from and against,
     as the case may be, (i) such reduction in the rate of return of capital,
     (ii) such cost or (iii) such increased cost. Any demand shall be
     accompanied by particulars (in reasonable detail) of the circumstances
     giving rise to the demand and a calculation (in reasonable detail) of the
     amount demanded.

17.2 Increased Costs Claims
     A Participant intending to make a claim pursuant to Clause 17.1 (Increased
     Costs) shall notify the Facility Agent of the event giving rise to such
     claim, whereupon the Facility Agent shall notify the Obligors' Agent
     thereof.

17.3 Exclusions
     Notwithstanding the foregoing provisions of this Clause 17, no Participant
     shall be entitled to make any claim under this Clause 17 in respect of any
     cost, increased cost or liability (a) compensated by Clause 15 (Taxes); (b)
     included within the Mandatory Cost Rate; (c) attributable to any tax or
     change in the rate of tax on the overall net


<PAGE>

     income of a Bank or the holding company of such Bank or the EIF (or the
     overall net income of a division or branch of such Bank or the holding
     company of such Bank or the EIF); (d) attributable to a law or regulation
     which at the date of this Agreement is scheduled to be implemented after
     the date of this Agreement; (e) attributable to the period commencing 90
     days after the Facility Office of the relevant Bank or the holding company
     of such Bank or the EIF becomes aware of the increased cost to the date
     that any claim is made under Clause 17.2 (Increased Costs Claims) where
     such claim is made after such 90 day period; or (f) attributable solely to
     the gross negligence or wilful misconduct of the relevant Bank or the
     holding company of such Bank or the EIF.

18.  ILLEGALITY

18.1 Bank Illegality
     If, at any time, it is or will become unlawful for a Bank to make, fund or
     allow to remain outstanding all or part of its share of the Advances, then
     that Bank shall, promptly after becoming aware of the same, deliver to the
     Obligors' Agent through the Facility Agent a notice to that effect and:

     18.1.1   such Bank shall not thereafter be obliged to participate in the
              making of any Advances and the amount of its Available Tranche A
              Term Commitment and Available Revolving Commitment shall be
              immediately reduced to zero; and

     18.1.2   if the Facility Agent on behalf of such Bank so requires, the
              Parent shall procure that each Borrower which has drawn an Advance
              shall on such date as the Facility Agent shall have specified
              (being not earlier than the latest date permitted by law) repay
              such Bank's share of any outstanding Advances together with
              accrued interest thereon and all other amounts owing to such Bank
              under the Finance Documents and any repayment of Term Advances so
              made after the last day of the Trance A Availability Period shall
              reduce rateably the remaining obligations under Clause 11.1 (Term
              Repayment Instalments).

18.2 EIF Illegality
     If, at any time, it is or will become unlawful for the EIF to allow to
     remain outstanding, maintain or perform its obligations under the
     Participation Agreement, then the EIF shall, promptly upon becoming aware
     of the same, deliver to the Obligors' Agent and each Participating Lender
     through the Facility Agent a notice to that effect and:

     18.2.1   an amount of the Available Tranche A Term Commitment and Available
              Revolving Commitment of each Participating Lender equal to the
              EIF's Participated Portion shall be cancelled; and

     18.2.2   if the Facility Agent on behalf of the EIF so requires, the Parent
              shall procure that each Borrower which has drawn an Advance shall
              on such date as the Facility Agent shall have specified (being not
              earlier than the latest date


<PAGE>

     permitted by law) repay the EIF's Participated Portion of each
     Participating Lender's share of any outstanding Advances together with
     accrued interest thereon and all other amounts owing to such Participating
     Lender in respect of such Participated Portion under the Finance Documents
     and any repayment of Term Advances so made after the last day of the
     Tranche A Availability Period shall reduce rateably the remaining
     obligations under Clause 11.1 (Term Repayment Instalments).

19.  MITIGATION
     If, in respect of any Participant, circumstances arise which would or would
     upon the giving of notice result in:

     19.1.1   an increase in any sum payable to it or for its account pursuant
              to Clause 15.1 (Tax Gross-up) or Clause 15.3 (EIF Taxes);

     19.1.2   a claim for indemnification pursuant to Clause 15.2 (Tax
              Indemnity) or Clause 17.1 (Increased Costs); or

     19.1.3   the reduction of its Available Commitment to zero or, in relation
              to the EIF, the cancellation of an amount of the Available
              Commitment of each Participating Lender equal to the EIF's
              Participated Portion or any repayment to be made pursuant to
              Clause 18 (Illegality),

     then, without in any way limiting, reducing or otherwise qualifying the
     rights of such Participant or the obligations of the Obligors under any of
     the Clauses referred to above, such Participant shall promptly upon
     becoming aware of such circumstances notify the Facility Agent and, in the
     case of the EIF, each Participating Lender thereof and, in consultation
     with the Facility Agent and the Obligors' Agent and, in the case of the
     EIF, each Participating Lender and to the extent that it can do so lawfully
     and without prejudice to its own position, take reasonable steps (including
     a change of location of its Facility Office or, in the case of a Bank, the
     transfer of its rights, benefits and obligations under the Finance
     Documents or, in the case of the EIF, the transfer of the rights, benefits
     and obligations of each Participating Lender under the Finance Documents in
     respect of each such Participating Lender's Participated Portion, together
     with a corresponding release of the Participation Agreement, in each case
     to another financial institution acceptable to the Obligors' Agent and
     willing to participate in the Facilities) to mitigate the effects of such
     circumstances, provided that such Participant shall be under no obligation
     to take any such action if, in the opinion of such Participant (acting
     reasonably), to do so might have any adverse effect upon its business,
     operations or financial condition (other than any minor costs and expenses
     of an administrative nature).

20.  REPRESENTATIONS

     Each Obligor makes the representations and warranties set out in Clause
     20.1 (Status) to Clause 20.28 (Business, Business Plan, Reports). The
     Original Obligors acknowledge that the Finance Parties and the EIF have
     entered into this Agreement in


<PAGE>

     reliance on those representations and warranties. The representations and
     warranties shall be qualified to the extent set out in the disclosure
     letter from the Obligors' Agent to the Facility Agent dated the same date
     as this Agreement.

20.1 Status
     It is a corporation duly organised or incorporated under the laws of its
     jurisdiction of incorporation.

20.2 Governing Law and Judgments
     In any proceedings taken in its jurisdiction of incorporation in relation
     to the Credit Facility Documents, the choice of English law as the
     governing law of the Credit Facility Documents expressed to be governed by
     English law and any judgment obtained in England in relation to any such
     Credit Facility Document will be recognised and enforced, subject to the
     qualifications contained in the legal opinions referred to in Schedule 3
     (Conditions Precedent) or in Schedule 1 to the Amendment Agreement.

20.3 Binding Obligations
     The obligations expressed to be assumed by it in the Credit Facility
     Documents are legal and valid obligations binding on it and enforceable
     against it in accordance with the terms thereof subject to the
     qualifications contained in the legal opinions referred to in Schedule 3
     (Conditions Precedent) or in Schedule 1 to the Amendment Agreement and
     mandatory provisions of law affecting creditors rights generally.

20.4 Execution of the Finance Documents
     Its execution of the Credit Facility Documents and its exercise of its
     rights and performance of its obligations thereunder do not and will not:

     20.4.1   conflict in any material respect with any agreement, mortgage,
              bond or other instrument or treaty to which it is a party or which
              is binding upon it or any of its assets;

     20.4.2   conflict with its constitutive documents; or

     20.4.3   conflict in any material respect with any applicable law.

     It has the power to enter into the Credit Facility Documents and all
     corporate action required to authorise the execution of the Credit Facility
     Documents and the performance of its obligations thereunder has been duly
     taken.

20.5 No Material Proceedings
     No action or administrative proceeding of or before any court or agency
     including, without limitation, the Regulatory Authorities has been started
     or threatened against it which is reasonably likely to have a Material
     Adverse Effect.

20.6 Audited Financial Statements
     In the case of the most recent audited annual consolidated financial
     statements of the Parent delivered in accordance with Clause 21.1 (Annual
     Statements) they:


<PAGE>

      20.6.1   were prepared in accordance with US GAAP consistently applied;

      20.6.2   disclose all liabilities (contingent or otherwise) and all
               unrealised or anticipated losses of any member of the Group
               required to be disclosed in accordance with US GAAP; and

      20.6.3   save as disclosed therein, fairly present in all material
               respects the financial condition and operations of the Group
               during the relevant financial year.

20.7  No Material Adverse Change
      Since the date of the Original Financial Statements, there has been no
      Material Adverse Change.

20.8  Validity and Admissibility in Evidence
      All acts, conditions and things required to be done, fulfilled and
      performed by it in order (a) to enable it lawfully to enter into, exercise
      its rights under and perform and comply with the obligations expressed to
      be assumed by it in the Credit Facility Documents, (b) to ensure that the
      obligations expressed to be assumed by it in the Credit Facility Documents
      are legal, valid, binding and enforceable and (c) to make the Credit
      Facility Documents admissible in evidence in its jurisdiction of
      incorporation have been done, fulfilled and performed subject in the case
      of (a), (b) and (c) above to the qualifications contained in the legal
      opinions referred to in Schedule 3 (Conditions Precedent) and mandatory
      provisions of law affecting creditors rights generally.

20.9  Claims Pari Passu
      Under the laws of its jurisdiction of incorporation in force at the date
      hereof, the claims of the Finance Parties against it under the Credit
      Facility Documents will rank at least pari passu with the claims of all
      its other unsecured and unsubordinated creditors save those whose claims
      are mandatorily preferred solely by any bankruptcy, insolvency,
      liquidation or other similar laws of general application.

20.10 No Filing or Stamp Taxes
      Under the laws of its jurisdiction of incorporation in force at the date
      hereof, it is not necessary that the Credit Facility Documents be filed,
      recorded or enrolled with any court or other authority in such
      jurisdiction (other than Security Documents which by their terms are
      required to be filed and/or registered) or that any stamp, registration or
      similar tax be paid (other than stamp, registration and similar taxes as
      are specified herein or in the Security Documents) on or in relation to
      the Credit Facility Documents subject to the qualifications contained in
      the legal opinions referred to in Schedule 3 (Conditions Precedent).

20.11 No Deduction or Withholding
      Under the laws of its jurisdiction of incorporation in force at the date
      hereof, it will not be required to make any deduction or withholding from
      any payment it may make under the Finance Documents subject to the
      qualifications contained in the legal opinions referred to in Schedule 3
      (Conditions Precedent) but excluding for these


<PAGE>

      purposes the qualification contained in paragraph 8(viii) of the legal
      opinion issued by Clifford Chance Punder.

20.12 No Winding-up
      Neither the Parent nor any Material Subsidiary has taken any corporate
      action nor have any other steps been taken or legal proceedings been
      started or (to the best of its knowledge and belief) threatened against
      the Parent or any Material Subsidiary for its winding-up, dissolution,
      administration or re-organisation (whether by voluntary arrangement,
      scheme of arrangement or otherwise) or for the appointment of a receiver,
      administrator, administrative receiver, conservator, custodian, trustee or
      similar officer of it or of any or all of its assets or revenues.

20.13 No Material Defaults
      No member of the Group is in breach of or in default under any Material
      Agreement to which it is a party or which is binding on it or any of its
      assets to an extent or in a manner which is reasonably likely to have a
      Material Adverse Effect.

20.14 Information Memorandum
      As of the date of the Information Memorandum (i) the factual information
      contained in the Information Memorandum relating to the Group and any
      written factual information relating to the Group supplied on or after the
      date of the Information Memorandum by the Obligors to the Facility Agent
      and identified specifically as supplemental to the Information Memorandum,
      taken as a whole, is true, complete and accurate in all material respects;
      (ii) to the best of the Obligors' knowledge and belief, nothing has been
      omitted that would make any material factual information relating to the
      Group contained in the Information Memorandum untrue or misleading in any
      material respect in light of the circumstances under which it was made;
      and (iii) all forecasts made by the Obligors in relation to the Group are
      believed by the Obligors to be reasonable, and the financial projections
      contained therein have been prepared in good faith on the basis of
      assumptions which the Obligors believed were reasonable as of the date of
      such projections.

20.15 Environmental Compliance
      Each member of the Group has duly performed and observed in all material
      respects all Environmental Law, Environmental Permits and all other
      material covenants, conditions, restrictions or agreements directly or
      indirectly concerned with any contamination, pollution or waste or the
      release or discharge of any toxic or hazardous substance in connection
      with any real property which is or was at any time owned, leased or
      occupied by any member of the Group or on which any member of the Group
      has conducted any activity where failure to do so might reasonably be
      expected to have a Material Adverse Effect.

20.16 Environmental Claims
      No Environmental Claim has been commenced or (to the best of its knowledge
      and belief) is threatened against any member of the Group where such claim
      is reasonably likely to be determined against such member of the Group and
      would be reasonably likely, if so determined, to have a Material Adverse
      Effect.


<PAGE>

20.17 Encumbrances
      Save for Permitted Encumbrances, no Encumbrance exists over all or any of
      the present or future revenues or assets of any member of the Group.

20.18 Ownership of the Obligors
      Each of the Obligors (other than the Parent) is a wholly-owned subsidiary
      of the Parent.

20.19 Ownership of the Parent
      The Original Shareholders are indirect shareholders in the Parent in the
      proportions set out in Schedule 7 (Original Shareholders).

20.20 Licences and Necessary Authorisations

      20.20.1 It (a) has obtained the Licences and, to the extent failure to
              obtain might reasonably be expected to have a Material Adverse
              Effect, any Necessary Authorisations, and (b) at all times, has
              not violated, has complied with, and is in compliance with each
              Relevant Law, the Licences and the terms of any Necessary
              Authorisations to the extent any such violation or non-compliance
              would not reasonably be expected to have a Material Adverse
              Effect.

      20.20.2 There are no facts or circumstances of which it is aware which
              would be reasonably likely to result in such Licences or any
              Necessary Authorisations being revoked, suspended, amended,
              varied, withdrawn or not renewed in a manner that might reasonably
              be expected to have a Material Adverse Effect.

      20.20.3 So far as it is aware, none of the Licences or any Necessary
              Authorisations are the subject of any pending or threatened
              proceedings or revocation to the extent such proceedings or
              revocation might reasonably be expected to have a Material Adverse
              Effect.

20.21 Security Interest

      20.21.1 There is no security interest over any of its assets ranking in
              priority ahead, or having equal ranking, with the security
              specified in any of the Security Documents (other than pursuant to
              paragraph (a) of the definition of "Permitted Encumbrances").

      20.21.2 The shares of any Group member which are subject to an Encumbrance
              under the Security Documents are fully paid and not subject to any
              option to purchase or similar rights and the constitutional
              documents of any such Group member do not restrict or inhibit
              (whether absolutely, partly, under a discretionary power or
              otherwise) any transfer of such shares pursuant to enforcement of
              the Security Documents.

20.22 Intellectual Property
      It is not aware of any adverse circumstance relating to validity,
      subsistence or use of any of its Intellectual Property which could
      reasonably be expected to have a Material Adverse Effect.


<PAGE>

20.23 Information Management
      The Group at all times maintains an integrated enterprise wide information
      management system save to the extent that failure to do so would not
      reasonably be expected to have a Material Adverse Effect.

20.24 Good Title to Assets
      It has good title to or valid leases of or other appropriate licence,
      authorisation or consent to use its assets necessary to carry on its
      business as presently conducted.

20.25 Year 2000

      20.25.1 It believes that all Computer Systems used, owned or operated by
              any member of the Group are Year 2000 Compliant or, if not Year
              2000 Compliant, such failure would not reasonably be expected to
              have a Material Adverse Effect.

      20.25.2 Each of the Group's suppliers (which are of material importance to
              the business and operations of the Group) has represented to the
              Group that the Computer Systems supplied by it to the Group are
              Year 2000 Compliant in all material respects.

20.26 Dutch Obligors
      Each Original Borrower incorporated in the Netherlands (the "Dutch
      Borrower") is in compliance with The Netherlands Act on the Supervision of
      Credit Institutions 1992 (Wet Toezicht Kredietwezen 1992, hereinafter, the
      "WTK") and, to the extent applicable, complies with and will at all times
      comply with the requirements for exemption as set out in the Ministerial
      Regulation of 4th February 1993 (the "Regulation") in implementation of
      Article 1 paragraph 3 of WTK as in effect - retroactively - from 1st
      January 1993 and published in the Official State Gazette (Staatscourant)
      No. 29 of 11th February 1993 and exempting from banking supervision
      exercised by the Netherlands' Central Bank (De Nederlandsche Bank N.V.;
      "DNB") Netherlands finance companies (such as the Dutch Borrower) subject
      to the conditions set out in the Regulation being met.

      The Dutch Borrower has not received from DNB a notice within the meaning
      of article 7 of the Regulation by which DNB sets a period within which the
      Dutch Borrower must comply with the provisions of the Regulation.

20.27 Existing Bank Accounts
      The Existing Bank Accounts are all the accounts held by members of the
      Obligor Group with financial institutions as at the date hereof.

20.28 Business, Business Plan and Reports

      20.28.1 It only engages in activities which relate to the carrying on of a
              Telecoms Business.

      20.28.2 All material written factual information in the possession of the
              Group relating to the Licences and the Material Agreements has
              been disclosed for the purposes of the preparation of the Due
              Diligence Reports.


<PAGE>

20.29 Repetition of Representations
      Except to the extent that a Repeated Representation speaks of a particular
      date, the Repeated Representations shall be repeated by the relevant
      Obligor by reference to the facts and circumstances then existing, (i) on
      the first day of each Interest Period; (ii) on each date on which an
      Advance (including a Renewed Advance) is or is to be made; (iii) on each
      date on which a company becomes (or it is proposed that a company becomes)
      an Additional Guarantor; and Clause 20.14 (Information Memorandum) and
      sub-clause 20.28.2 of Clause 20.28 (Business, Business Plan and Reports)
      shall be deemed to be so repeated on the Syndication Date and on the date
      of execution of the Participation Agreement.

21.   FINANCIAL AND OTHER INFORMATION

21.1  Annual Statements
      The Parent shall as soon as the same become available: (i) but in any
      event within 120 days after the end of each of its financial years,
      deliver to the Facility Agent in sufficient copies for the Participants
      consolidated financial statements of the Group for such financial year,
      audited by Arthur Andersen or another major firm of auditors of
      international repute and without any material qualification by such
      auditors; and (ii), if prepared, deliver to the Facility Agent in
      sufficient copies for the Participants the unconsolidated annual financial
      statements of each Borrower (or on a consolidated basis, as the case may
      be) for its financial year (on an audited basis if so prepared).

21.2  Quarterly Management Statements
      The Parent shall as soon as the same become available, but in any event
      within 45 days after the end of each quarter of each of its financial
      years, deliver to the Facility Agent in sufficient copies for the
      Participants its management statements for such period prepared on a
      consolidated basis in the agreed form or containing information of the
      same type and to the same level of detail as the agreed form and shall
      include, without limitation, details of Direct Client Revenues and
      Indirect Client Revenues generated during such period.

21.3  Monthly Management Statements

      The Parent shall as soon as the same become available, but in any event
      within 30 days after the end of each month (other than the month ending at
      the end of a quarter of the financial year of the Parent, when delivery of
      such statements shall be at the discretion of the Parent), deliver to the
      Facility Agent in sufficient copies for the Participants its monthly
      accounts for such period prepared on a consolidated basis in the agreed
      form or containing information of the same type and to the same level of
      detail as the agreed form and shall include, without limitation, details
      of Direct Client Revenues and Indirect Client Revenues generated during
      such period.

21.4  Requirements as to Financial Statements
      The Parent shall ensure that each of its financial statements delivered by
      it pursuant to this Clause 21 (other than Clause 21.1(ii) and Clause 21.3
      (Monthly Management Statements) is certified by an Authorised Signatory of
      the Parent as fairly presenting in all material respects the financial
      condition of the Group as at the end of the period to


<PAGE>

      which those financial statements relate and of the results of the Group's
      operations during such period.

21.5  Compliance Certificates
      The Parent shall ensure that each set of its financial statements
      delivered by it pursuant to Clause 21.1 (Annual Statements) and Clause
      21.2 (Quarterly Management Statements) is accompanied by a Compliance
      Certificate (a) in the case of a Compliance Certificate delivered with its
      annual financial statements (i) signed by its auditors or (ii) signed by
      two duly authorised officers of the Group together with a confirmation (in
      a form in accordance with current practices of such auditors) signed by
      the auditors confirming that they have audited the annual financial
      statements in accordance with generally accepted auditing standards in the
      United States of America, confirming that they are aware of the covenants
      set out in sub-clauses 22.1.1 to 22.1.5 inclusive and sub-clauses 22.1.7
      to 22.1.9 inclusive of Clause 22.1 (Financial Condition and MAN-Network
      Construction) and providing negative assurance regarding the compliance of
      the Parent with such covenants; and (b) in the case of a Compliance
      Certificate delivered with its quarterly financial statements, by two duly
      authorised officers of the Group.

21.6  Information in respect of the Licences
      Each Obligor shall promptly, after receipt or despatch of the same,
      deliver (or through the Obligors' Agent) to the Facility Agent copies of
      all material correspondence with the Relevant Authorities relating to any
      breach or possible revocation, suspension, amendment, variation or
      withdrawal of a Licence.

21.7  Material Agreements
      The Obligors' Agent shall notify the Facility Agent promptly upon the
      execution of a Material Agreement after the date hereof and supply the
      Facility Agent with a copy thereof.

21.8  Other Financial Information
      Each Obligor shall from time to time on the request of the Facility Agent,
      furnish the Facility Agent with such information about the financial
      condition of the Group as the Facility Agent or any Participant (through
      the Facility Agent) may reasonably require.

21.9  Budget
      The Obligors' Agent shall, within 30 days of the commencement of each
      financial year of the Parent, deliver to the Facility Agent in sufficient
      copies for the Participants a budget for the Group for such financial year
      approved by the direct or indirect shareholders of the Parent and in the
      agreed form or containing information of the same type and to the same
      level of detail as the agreed form.

21.10 Accounting Policies
      The Parent shall ensure that each set of financial statements delivered by
      the Parent in respect of the consolidated Group pursuant to this Clause 21
      is prepared using accounting policies, practices, procedures and reference
      periods consistent with those applied in the preparation of the Original
      Financial Statements unless, in relation to any


<PAGE>

      such set of financial statements, the Parent notifies the Facility Agent
      that there have been one or more changes in any such accounting policies,
      practices, procedures or reference periods and shall deliver all
      subsequent financial statements in accordance with such changes provided
      that for a period of 60 days from such date the Facility Agent shall
      negotiate with the Obligors' Agent in good faith to agree amendments to
      the requirements as to financial condition and/or the financial
      definitions set out in Clause 22 (Financial Conditions) to reflect such
      changes; and during such periods and in the event that no agreement is
      reached the Parent shall ensure that its auditors provide:

      21.10.1 a description of the changes and the adjustments which would be
              required to be made to those financial statements in order to
              cause them to use the accounting policies, practices, procedures
              and reference periods upon which the Original Financial Statements
              were prepared; and

      21.10.2 sufficient information, in such detail and format as may be
              reasonably required by the Facility Agent, to enable the
              Participants to make an accurate comparison between the financial
              position indicated by those financial statements and the Original
              Financial Statements,

      and any reference in this Agreement to those financial statements shall be
      construed as a reference to those financial statements as adjusted to
      reflect the basis upon which the Original Financial Statements were
      prepared.

21.11 Material Proceedings
      Each Obligor shall promptly notify the Facility Agent of any action or
      administration proceeding of or before any court or agency including,
      without limitation, any Regulatory Authority which has been started or
      threatened in writing against it and which is reasonably likely to be
      determined against it and if so determined would be reasonably likely to
      have a Material Adverse Effect or that purports to affect the legality,
      validity, binding effect or enforceability of the Credit Facility
      Documents.

21.12 Notification of Events of Default
      The Obligors' Agent shall promptly inform the Facility Agent of the
      occurrence of any Event of Default or Potential Event of Default and, upon
      receipt of a written request to that effect from the Facility Agent,
      confirm to the Facility Agent that, save as previously notified to the
      Facility Agent or as notified in such confirmation, no Event of Default or
      Potential Event of Default has occurred which is continuing.

21.13 Access to Books and Records
      The Parent shall ensure that any representative or professional adviser to
      the Facility Agent may at reasonable times during normal business hours
      and on reasonable notice by the Facility Agent to the Parent, have access
      (to the extent not restricted by law or any confidentiality requirements
      to which any member of the Group is subject) to the Group's property and
      be provided with copies of reasonably required books, records, accounts,
      documents, computer programmes, data or other information in the


<PAGE>

      possession of or available to it subject to any reasonable confidentiality
      undertaking required by it or any legal, regulatory or licence
      requirements.

22.   FINANCIAL CONDITION

22.1  Financial Condition and MAN-Network Construction
      The Parent shall ensure that the financial condition of the Group shall be
      such that:

      22.1.1  Maximum Senior Debt Percentage: On the last day of each Financial
              Quarter to and including 31 December 2000 which ends on each of
              the dates specified below, the Total Senior Debt expressed as a
              percentage of the aggregate of Invested Capital and Total Senior
              Debt shall not exceed the percentage specified below opposite such
              date; and

              after 31 December 2000, the financial condition of the Group on
              the last day of each Financial Quarter shall comply with at least
              one of the requirements as to financial condition set out in this
              Clause 22.1.1 and in Clause 22.1.2.

<TABLE>
<CAPTION>
              Financial Quarter ending                      Total Senior Debt expressed as a
                                                         percentage of the aggregate of Invested
                                                            Capital and Total Senior Debt (%)
              <S>                                        <C>
              31 March 2000                                          35
              30 June 2000                                           40
              30 September 2000                                      47
              31 December 2000, 31 March 2001,
              30 June 2001 and 30 September 2001                     50
</TABLE>

      22.1.2  Total Senior Debt to AART: On the last day of each Financial
              Quarter which ends on each of the dates specified below (in the
              event that the financial condition of the Group does not on such
              date comply with the requirements set out in Clause 22.1.1), the
              ratio of Total Senior Debt to AART shall not exceed the amount
              specified below opposite such date.
<TABLE>
<CAPTION>
              Financial Quarter ending                    Total Senior Debt to AART
              <S>                                      <C>
              31 March 2001                                        2.25 : 1
              30 June 2001                                         2.00 : 1
              30 September 2001                                    1.75 : 1
</TABLE>

      22.1.3  Senior Debt Leverage Ratio: On the last day of each Financial
              Quarter which ends on each of the dates specified below, the
              Senior Debt Leverage Ratio shall not exceed the amount specified
              below opposite such date.
<TABLE>
<CAPTION>
              Financial Quarter ending                      Senior Debt Leverage Ratio
              <S>                                      <C>
              31 December 2001                                     6.50: 1
              31 March 2002                                        5.00:1
              30 June 2002                                         4.50:1

</TABLE>



<PAGE>

<TABLE>
<CAPTION>
              Financial Quarter ending                             Senior Debt Leverage Ratio
              <S>                                               <C>
              30 September 2002                                                4.50:1
              31 December 2002                                                 3.50:1
              31 March 2003                                                    3.00:1
              Thereafter, 31 March, 30 June, 30 September and 31               2.50:1
              December
</TABLE>

      22.1.4  Annualised Direct Client Revenues: On the last day of each
              Financial Quarter which ends on each of the dates specified below,
              the Annualised Direct Client Revenues are not less than the amount
              specified below opposite such date.
<TABLE>
<CAPTION>
              Financial Quarter ending                   Annualised Direct Client Revenues
                                                                 ((Euro) million)
<S>                                                    <C>
              31 December 1999                                       4.7
              31 March 2000                                          7.5
              30 June 2000                                            20
              30 September 2000                                       33
              31 December 2000                                        46
              31 March 2001                                          62.5
              30 June 2001                                           83.5
              30 September 2001                                      112
</TABLE>

      22.1.5  Annualised EBITDA: On the last day of each Financial Quarter which
              ends on each of the dates specified below, Annualised EBITDA is
              not less than the amount specified below opposite such date.
<TABLE>
<CAPTION>
              Financial Quarter ending                                 Annualised EBITDA
                                                                        ((Euro) million)
              <S>                                                    <C>
              31 December 1999                                              (56.8)
              31 March 2000                                                (66.250)
              30 June 2000                                                 (66.250)
              30 September 2000                                            (66.250)
              31 December 2000                                               (55)
              31 March 2001                                                 (26.5)
              30 June 2001                                                  (11.3)
              30 September 2001                                              12.3
</TABLE>

      22.1.6  MAN-Network Constructed: On the last day of each Financial Quarter
              which ends on each of the dates specified below, the minimum Route
              km amount of MAN-Network (for the purposes of the definition of
              MAN-Network in this Clause 22.1.6 only Leased Capacity provided
              pursuant to a Long Term Lease Agreement shall be included, but not
              other Leased Capacity) which shall be Constructed in aggregate in
              the French Network and the German Network, is not less than the
              amount set out below opposite such date provided that not


<PAGE>

              more than 25% of such Route km comprises Leased Capacity leased on
              Long Term Lease Agreements.
<TABLE>
<CAPTION>
              Financial Quarter ending                      Minimum MAN-Network Constructed
                                                                        (Route km)
              <S>                                                    <C>
              31 December 1999                                             160
              31 March 2000                                                222
              30 June 2000                                                 400
              30 September 2000                                            540
              31 December 2000                                             580
              31 March 2001                                                590
              30 June 2001                                                 615
              30 September 2001                                            683
              31 December 2001                                             715
              31 December 2002                                             770
              31 December 2003                                             810
              31 December 2004                                             840
              31 December 2005                                             860
              31 December 2006                                             870
</TABLE>

      22.1.7  Senior Interest Cover Ratio: On the last day of each Financial
              Quarter which ends on each of the dates specified below, the
              Senior Interest Cover Ratio shall not be less than the amount
              specified below opposite such date.
<TABLE>
<CAPTION>
              Financial Quarter ending                                       Senior Interest Cover Ratio
              <S>                                                    <C>
              31 December 2001                                                         2.00
              31 March 2002                                                            2.50
              30 June 2002                                                             3.00
              30 September 2002                                                        3.00
              31 December 2002                                                         3.50
              Thereafter, 31 March, 30 June, 30 September and 31                       4.00
              December
</TABLE>

      22.1.8  Total Interest Coverage Ratio: On the last day of each Financial
              Quarter which ends on each of the dates specified below, the Total
              Interest Coverage Ratio shall not be less than the amount
              specified below opposite such date.
<TABLE>
<CAPTION>
              Financial Quarter ending                                 Total Interest Coverage Ratio
              <S>                                                    <C>
              31 December 2001                                                    2.00
              31 March 2002                                                       2.50
              30 June 2002                                                        3.00
              30 September 2002                                                   3.00
              Thereafter, 31 March, 30 June, 30 September and 31                  3.50
              December
</TABLE>


<PAGE>

      22.1.9  Debt Service Cover Ratio: On the last day of each Financial
              Quarter which ends on each of the dates specified below, the Debt
              Service Coverage Ratio shall not be less than the amount specified
              below opposite such date.
<TABLE>
<CAPTION>
              Financial Quarter ending                                 Debt Service Coverage Ratio
              <S>                                                    <C>
              31 March 2003                                                      1.50
              30 June 2003                                                       1.50
              30 September 2003                                                  1.50
              31 December 2003                                                   1.50
              31 March 2004                                                      1.60
              30 June 2004                                                       1.60
              30 September 2004                                                  1.60
              31 December 2004                                                   1.60
              31 March 2005                                                      1.70
              30 June 2005                                                       1.70
              30 September 2005                                                  2.00
              31 December 2005                                                   2.00
              31 March 2006                                                      2.25
              30 June 2006                                                       2.50
              30 September 2006                                                  2.50
</TABLE>

22.2  Financial Definitions
      In Clause 22.1 (Financial Condition) the following terms have the
      following meanings:

      "AART" means the annualised adjusted revenue test comprising, on any date
      of determination, the aggregate of:

      (a)  1.0 x Direct Client Revenues ; and

      (b)  0.75 x Indirect Client Revenues,

      in each case for the relevant Financial Quarter multiplied by four.


      "Annualised EBITDA" means (i) for any period ending on or before 30
      September 2001, EBITDA calculated for the relevant Financial Quarter,
      multiplied by four; and (ii) thereafter, EBITDA calculated on an
      historical twelve months rolling basis.

      "Annualised Direct Client Revenues" means, on any date of determination,
      Direct Client Revenues in respect of any Financial Quarter ending on such
      date multiplied by four.

      "Debt Service Coverage Ratio" means, on any date of determination,
      Annualised EBITDA divided by the aggregate of any cash interest paid on
      and scheduled repayments of Permitted Indebtedness paid by any member of
      the Group in respect of the period of twelve months ending on that date.

      "EBITDA" means net loss or income of the Group, plus interest expense,
      less interest income, less unrealised foreign currency exchange gains,
      plus unrealised foreign


<PAGE>

      currency exchange losses, less other non-cash income, plus other non-cash
      expenses, plus taxes, plus depreciation and amortisation.

      "Invested Capital" means the aggregate of (i) fully paid up cash equity
      and (ii) the proceeds of the High Yield Bonds as at the closing date
      thereof and of any future high yield issue of the Group, in each case net
      of any original issue discount, provided that such capital is immediately
      upon receipt to be and is invested in Cash Equivalent Investments or the
      Obligor Group (other than the Parent) in the form of equity, Subordinated
      High Yield Loans or Subordinated Shareholders Loans.

      "Senior Debt Leverage Ratio" means, on any date of determination, the
      ratio of Total Senior Debt to Annualised EBITDA.

      "Senior Interest Coverage Ratio" means, on any date of determination,
      Annualised EBITDA divided by any interest paid in relation to Total Senior
      Debt in respect of the period of twelve months ending on such date.

      "Total Interest Coverage Ratio" means, on any date of determination,
      Annualised EBITDA divided by cash interest paid on Financial Indebtedness
      (other than indebtedness falling within paragraphs (b), (c), (d), (e),
      (i), (j) and (k) of the definition of "Permitted Indebtedness") of each
      member of the Group in respect of the period of twelve months ending on
      such date.

      "Total Senior Debt" means, at any time, the aggregate of all amounts
      outstanding under the Facilities and all other amounts of Financial
      Indebtedness of each member of the Group ranking pari passu therewith
      (other than indebtedness falling within paragraphs (b), (c), (d), (e),
      (f), (g), (i), (j) and (k) of the definition of "Permitted Indebtedness").

22.3  Accounting Terms
      All accounting expressions which are not otherwise defined herein shall be
      construed in accordance with generally accepted accounting principles in
      the United States.

23.   COVENANTS

23.1  Maintenance of Legal Validity and Authorisation

      23.1.1  Each Obligor shall obtain and comply in all material respects with
              the terms of and do all that is necessary to maintain in full
              force and effect all authorisations, approvals, licences,
              consents, exemptions required in or by the laws of its
              jurisdiction of incorporation including, without limitation, any
              Relevant Laws to enable it lawfully to enter into and perform its
              obligations under the Credit Facility Documents and to ensure the
              legality, validity, enforceability or admissibility in evidence in
              its jurisdiction of incorporation of the Credit Facility Documents
              and, on reasonable request of the Facility Agent, supply copies
              (certified by an Authorised Signatory of the relevant Obligor as
              true, complete and up to date) of any such authorisations,
              approvals, licences, consents and exemptions.


<PAGE>

      23.1.2  Each Obligor shall (a) obtain the Licences and (to the extent that
              failure to obtain or maintain might reasonably be expected to have
              a Material Adverse Effect) any Necessary Authorisations required
              at such time for the carrying on of its business, and (b) take all
              reasonable steps to ensure that any Necessary Authorisations are
              not revoked, suspended, amended, varied, withdrawn or not renewed
              in a manner that might reasonably be expected to have a Material
              Adverse Effect.

23.2  Insurance
      The Parent shall procure that each member of the Group maintains
      insurances on and in relation to its business and assets with reputable
      underwriters or insurance companies against such risks and to such extent
      as is usual for companies carrying on a business such as that carried on
      by such member of the Group.

23.3  Environmental Compliance
      The Parent shall ensure that each member of the Group shall comply in all
      material respects with all Environmental Law and obtain and maintain any
      Environmental Permits and take all reasonable steps in anticipation of
      known or expected future changes to or obligations under the same, breach
      of which (or failure to obtain, maintain or take which) might reasonably
      be expected to have a Material Adverse Effect.

23.4  Environmental Claims
      The Obligors' Agent shall inform the Facility Agent in writing as soon as
      reasonably practicable upon becoming aware of the same if any
      Environmental Claim has been commenced or (to the best of the knowledge
      and belief of any member of the Group) is threatened against any member of
      the Group in any case where such claim would be reasonably likely, if
      determined against such member of the Group, to have a Material Adverse
      Effect or of any facts or circumstances which will or are reasonably
      likely to result in any Environmental Claim being commenced or threatened
      against any member of the Group in any case where such claim would be
      reasonably likely, if determined against such member of the Group, to have
      a Material Adverse Effect.

23.5  Claims Pari Passu
      Each Obligor shall ensure that at all times the claims of the Finance
      Parties and the EIF against it under the Credit Facility Documents rank at
      least pari passu with the claims of all its other unsecured and
      unsubordinated creditors save those whose claims are mandatorily preferred
      by any bankruptcy, insolvency, liquidation or other similar laws of
      general application.

23.6  Consents and Approvals
      The Parent shall, procure that each member of the Group shall comply with
      all applicable laws, rules, regulations and orders and obtain and maintain
      all governmental and regulatory consents, licences, authorisations and
      approvals, including the Licences and other Necessary Authorisations to
      the extent any non-compliance would reasonably be expected to have a
      Material Adverse Effect.


<PAGE>

23.7  Conduct and Change of Business of the Group

      23.7.1  The Parent shall ensure that each member of the Group has the
              right and is duly qualified to conduct Telecoms Business as it is
              conducted from time to time.

      23.7.2  The Parent shall ensure that each member of the Group keeps and
              maintains books, records and accounts to the extent as is usual
              for companies carrying on a business such as that carried on by
              such member of the Group.

      23.7.3  The Parent shall ensure that substantially all the business of the
              Group (taken as a whole) comprises Telecoms Business in France and
              Germany (not including the internet business of iPcenta Limited);
              and that such Telecoms Business is managed and operated in all
              material respects in accordance with the Licences, the Business
              Plan and applicable laws including, without limitation, any
              Relevant Laws.

23.8  Filing of Tax Returns
      The Parent shall ensure that each member of the Group files all tax
      returns required to be filed in all jurisdictions in which they are
      situated or carry on business or otherwise subject to pay tax and will
      promptly pay all taxes (including any applicable stamp duty payable in
      relation to the Finance Documents) which are due and payable on such
      returns or any assessment made against them (other than those being
      contested in good faith).

23.9  Year 2000 Compliance
      The Parent shall use its reasonable endeavours to ensure that all Computer
      Systems owned or operated by any member of the Group are Year 2000
      Compliant where the failure of any such system to be Year 2000 Compliant
      would reasonably be expected to have a Material Adverse Effect.

23.10 Guarantors

      23.10.1 The Parent shall ensure that each member of the Group that is not
              an Original Guarantor as soon as reasonably practicable upon
              becoming a Material Subsidiary accedes hereto as an Additional
              Guarantor in accordance with Clause 37 (Additional Guarantors) to
              the extent legally permissible and commercially practicable.

      23.10.2 The Parent shall ensure at all times by reference to the most
              recent quarterly statements delivered pursuant to Clause 21.2
              (Quarterly Management Statements) that to the extent legally
              permissible and commercially practicable the aggregate book assets
              and the aggregate revenues of the Guarantors comprise respectively
              at least 80% of the consolidated book assets and consolidated
              revenues of the Group; and accordingly the Parent shall procure
              that additional subsidiaries that are not Material Subsidiaries
              accede as Additional Guarantors as necessary to the extent legally
              permissible and commercially practicable.


<PAGE>

23.11 Security

      23.11.1 The Parent shall ensure that each member of the Group which is a
              Material Subsidiary shall at its own expense take all such action
              as the Security Agent may reasonably require (to the extent
              legally possible and commercially practicable) for the purpose of
              perfecting or protecting the Security Agent's rights under and
              preserving the security interests intended to be created or
              evidenced by any of the Credit Facility Documents and following
              the making of any declaration pursuant to Clause 24.19
              (Acceleration and Cancellation) or 24.20 (Advances Due on Demand)
              for facilitating the realisation of any such security or any part
              thereof.

      23.11.2 Each Obligor shall, and shall procure that each member of the
              Group which is a Material Subsidiary shall, to the extent legally
              possible and commercially practicable and as reasonably required
              by the Facility Agent from time to time, promptly create or
              procure the creation of security over any assets acquired after
              the date hereof including, without limitation each Material
              Agreement in favour of the Finance Parties to secure all or any of
              the obligations of the Obligors under the Credit Facility
              Documents.

      23.11.3 The Parent shall procure that CompleTel Services S.A.S. shall
              enter into, and CompleTel Services S.A.S. covenants to enter into,
              with the Security Agent, as soon as practicable (and in any event
              within 15 days) after CompleTel Services S.A.S. (a) enters into
              its first contract for the provision of services and (b) has
              acquired the equipment necessary to fulfil its obligations
              thereunder, a Nantissement de Fonds de Commerce (Charge over
              Business Agreement) substantially in the form of Schedule 14 (Form
              of Charge over Business Agreement to be entered into between
              CompleTel Services S.A.S. and the Security Agent pursuant to
              Clause 23.11.3).

      23.11.4 The Parent shall procure that CompleTel ECC B.V. and each other
              member of the Group which owns any trademark of the Group shall
              create, and CompleTel ECC B.V. and each such other member of the
              Group covenants to create, in favour of the Security Agent (a) as
              soon as practicable and in any event within 30 days of the date
              hereof, security over all trademarks of the Group registered at
              the date hereof in France and Germany; (b) as soon as practicable
              and in any event within 30 days of the date of registration
              thereof, security over all further trademarks of the Group
              registered at any time in France and Germany; and (c) as soon as
              practicable and in any event within 30 days of any member of the
              Group launching services under the CompleTel name in any other
              jurisdiction, security over all trademarks of the Group registered
              in any such other jurisdiction, and in each case such security
              shall be in form and substance satisfactory to the Security Agent,
              acting reasonably.

23.12 Hedging Programme
      The Parent shall procure that commencing three months from the date of the
      Credit Agreement, each time upon which the Loan reaches an amount or
      multiple of (Euro) 50

<PAGE>

      million an Obligor as soon as practicable enters into hedging arrangements
      with the Hedging Banks with respect to interest payments under the Credit
      Agreement with respect to 50% of such increase in the Loan and for an
      initial period of not less than three years.

23.13 Use of Proceeds
      The Parent shall ensure that, in the case of an IPO as set out in
      paragraph 2(b) of Schedule 12 (Margin Adjustment), a further raising of
      equity investment or a high yield issue in accordance with paragraph (g)
      of the definition of "Permitted Indebtedness", the proceeds received by it
      shall be used for Cash Equivalent Investments or investment in Telecoms
      Business of the Obligor Group in France or Germany.

23.14 Negative Pledge
      The Parent shall ensure that no member of the Group shall create or permit
      to subsist any Encumbrance over all or any of its present or future
      revenues or assets other than a Permitted Encumbrance.

23.15 Loans and Guarantees
      The Parent shall ensure that no member of the Group, without the prior
      written consent of an Instructing Group, shall (i) make any loans (other
      than Permitted Loans), (ii) grant any credit (save in the ordinary course
      of business) or (ii) (other than Permitted Guarantees) give any guarantee
      or indemnity (except as required hereby) to or for the benefit of any
      person or otherwise voluntarily assume any liability, whether actual or
      contingent, in respect of any obligation of any other person other than
      another member of the Obligor Group, save that this Agreement shall not
      restrict any such loan, grant of credit, guarantee, indemnity or other
      voluntary assumption of any liability in respect of amounts at any time
      outstanding which do not exceed in aggregate, for the Group together
      (Euro) 2,500,000 or equivalent.

23.16 Disposals
      The Parent shall ensure that (disregarding sales of stock in trade in the
      ordinary course of business) no member of the Group shall sell, lease,
      transfer or otherwise dispose of, by one or more transactions or series of
      transactions (whether related or not), the whole or any part of its
      revenues or its assets other than a Permitted Disposal.

23.17 Mergers
      The Parent shall ensure that no member of the Group shall, without the
      prior written consent of an Instructing Group, merge or consolidate with
      any other person, enter into any demerger transaction or participate in
      any other type of corporate reconstruction save for (i) mergers between
      members of the Obligor Group (other than with the Parent) where the
      surviving entity assumes the rights and obligations of the merged or
      consolidated entities and (ii) solvent intra Group reorganisations (other
      than with the Parent) provided that in each case upon such merger,
      consolidation or solvent intra Group reorganisation, the Parent ensures
      that all the shares of each member of the Group are subject to an
      Encumbrance in substantially the same form as the relevant Security
      Documents prior to such merger, consolidation or solvent reorganisation.


<PAGE>

23.18 Investments
      The Parent shall procure that no member of the Group shall:

      23.18.1 purchase, subscribe for or otherwise acquire any shares (or other
              securities or any interest therein) in any other company or agree
              to do any of the foregoing; or

      23.18.2 purchase or otherwise acquire any assets (other than in the
              ordinary course of business) or (without limitation to any of the
              foregoing) acquire any business or interest therein or agree to do
              so; or

      23.18.3 form, or enter into, any partnership, consortium, joint venture or
              other like arrangement or agree to do so,

      other than, in each case, a Permitted Investment or a Permitted
      Acquisition.

23.19 Financial Indebtedness
      The Parent shall ensure that no member of the Group shall, incur, create
      or permit to subsist or have outstanding any Financial Indebtedness or
      enter into any agreement or arrangement whereby it is entitled to incur,
      create or permit to subsist any Financial Indebtedness other than, in
      either case, Permitted Indebtedness.

23.20 Constitutional Documents
      The Parent shall ensure that no member of the Group agrees to any
      amendment or variation of its memorandum or articles of association or
      other constitutional documents from the form as delivered pursuant to
      Clause 2.3 (Conditions Precedent) or otherwise, as the case may be, as at
      the date hereof, which might be reasonably likely to have a Material
      Adverse Effect or which would confer on any person a right which if
      exercised might be reasonably likely to result in an Event of Default or
      which might be reasonably likely to have a Material Adverse Effect.

23.21 Transactions with Affiliates
      The Parent shall ensure that no member of the Group agrees to enter into
      any transactions or series of transactions with any affiliate (not being a
      member of the Obligor Group), other than on arm's length terms.

23.22 Intercompany CECC Facility Agreements
      The Parent shall ensure that the members of the Group who are parties to
      the Intercompany CECC Facility Agreements shall comply with the terms
      thereof and shall not amend, without the prior consent of an Instructing
      Group, the terms thereof.

23.23 Dividends and Other Distributions
      The Parent shall ensure that no member of the Group (other than the
      Parent) shall, without the prior written consent of an Instructing Group
      pay, make or declare any dividend or other distribution in respect of any
      financial year of such member of the Group to the Parent or to a person
      who is not a member of the Obligor Group or make any payment of interest
      on any Financial Indebtedness to the Parent or to another member of the
      Group who is not an Obligor other than a Permitted Distribution.


<PAGE>

23.24 Bank Accounts

      23.24.1 The Parent shall (a)(i) use its reasonable endeavours to procure
              that at all times the France Accounts are charged or pledged to
              the Security Agent under a Security Document on terms reasonably
              satisfactory to the Facility Agent; and (ii) ensure that those
              France Accounts not subject to the charge or pledge in paragraph
              (i) above are operated only as receiving accounts and that debits
              shall only be made for the purposes of transferring monies
              standing to their credit to the SAS Account; and (b) ensure that
              at all times the account holder of each of the France Accounts
              (other than the SAS Account) gives an irrevocable payment
              instruction to the account bank requiring a transfer to the SAS
              Account of all funds standing to the credit of each of the other
              France Accounts, such transfer to be made at monthly intervals.

      23.24.2 The Parent shall (i) use its reasonable endeavours to procure that
              at all times the Bank Accounts (other than the France Accounts)
              are charged or pledged to the Security Agent under a Security
              Document on terms reasonably satisfactory to the Facility Agent;
              and (ii) ensure that those Bank Accounts (other than the France
              Accounts) not subject to the charge or pledge in paragraph (i)
              above are operated only as receiving accounts and that debits
              shall only be made for the purposes of transferring monies
              standing to their credit to the SAS Account and that at all times
              the account holder of such accounts gives an irrevocable payment
              instruction to the account bank requiring a transfer to the SAS
              Account of all funds standing to the credit of each such account,
              such transfer to be made at monthly intervals.

      23.24.3 A member of the Obligor Group may open a new bank account in
              addition to the Existing Bank Accounts provided that firstly
              details of such account are delivered to the Facility Agent and
              that it is pledged or charged and operated on the terms of sub-
              clauses 23.24.1 and 23.24.2 of this Clause 23.24.

23.25 German Obligors
      Without prejudice to any of the obligations imposed under such covenants
      on any Obligor which is not incorporated in Germany whether or not related
      to any Obligor incorporated in Germany, the covenants given under Clause
      23.7 (Conduct and Change of Business of the Group), Clause 23.15 (Loans
      and Guarantees), Clause 23.16 (Disposals), Clause 23.17 (Mergers), Clause
      23.18 (Investments), Clause 23.19 (Financial Indebtedness), Clause 23.21
      (Transactions with Affiliates) and Clause 23.23 (Dividends and other
      Distributions) (the "Relevant Restrictive Covenants") shall not be given
      by any Obligor incorporated in Germany (each a "German Obligor") or any of
      its subsidiaries incorporated in Germany from time to time (together with
      each German Obligor, the "German Group"), provided always that:

      23.25.1 The German Obligor shall give the Facility Agent not less than 40
              Business Days' prior written notice of the intention of any member
              of the German Group to carry out any of the acts or take any of
              the steps referred to in the Relevant Restrictive Covenants.


<PAGE>

      23.25.2 The Facility Agent shall be entitled within 15 Business Days of
              receipt of the German Obligor's notice under sub-clause 23.25.1 to
              request the German Obligor to supply to the Facility Agent in
              sufficient copies for the Participants any relevant information in
              connection with the proposed action or steps referred to in such
              notice.

      23.25.3 The Facility Agent shall notify the German Obligor, within 15
              Business Days of receipt of the German Obligor's notice under sub-
              clause 23.25.1, or if additional information has been requested by
              the Facility Agent within the prescribed time, within 15 Business
              Days of receipt of such information, whether the proposed action
              or steps under sub-clause 23.25.1 may, in the opinion of the
              Facility Agent (acting with the prior consent of an Instructing
              Group), have a Material Adverse Effect or otherwise adversely
              affect the interests of the Finance Parties and the EIF under the
              Finance Documents.

      23.25.4 If the Facility Agent notifies the German Obligor under sub-clause
              23.25.1 that, in its opinion, the proposed action or steps
              specified in the German Obligor's notice delivered under sub-
              clause 23.25.1 may have a Material Adverse Effect or otherwise
              adversely affect the interests of the Finance Parties or the EIF
              under the Finance Documents and the relevant member of the German
              Group nevertheless takes such action or steps under sub-clause
              23.25.1, the Facility Agent shall be entitled to make (and, if so
              instructed by an Instructing Group, shall make) the declaration,
              request and/or instruction set out in Clause 24.20 (Advances Due
              on Demand).

23.26 Shareholders of German Obligors
      Each Obligor which is a shareholder of a German Obligor which has provided
      a guarantee or security under any of the Finance Documents and which is
      constituted in the form of a German Limited liability company
      (Gesellschaft mit beschrnkter Haftung - "GmbH") or a limited partnership
      (Kommanditgesellschaft) where the general partner (Komplementr) is a GmbH
      ("GmbH & Co. KG") undertakes that with respect to such German Obligor no
      increase of capital (Stammkapital) out of retained earnings
      (Kapitalerhohung aus Gesellschaftsmitteln) after the date hereof will be
      effected without the prior written consent of the Facility Agent (acting
      on behalf of an Instructing Group).

24.   EVENTS OF DEFAULT
      Each of Clause 24.1 (Failure to Pay) to Clause 24.18 (Material Adverse
      Change) describes circumstances which constitute an Event of Default for
      the purposes of this Agreement.

24.1  Failure to Pay
      Any sum due from an Obligor or the Obligors under the Finance Documents is
      not paid on the due date at the time, in the currency and in the manner
      specified therein unless such failure to pay is caused by administrative
      or technical error and payment is made


<PAGE>

     within three Business Days from the date the Facility Agent notifies the
     relevant Obligor of such failure.

24.2 Misrepresentation
     Any representation or statement made or deemed to be made by an Obligor in
     the Finance Documents or in any notice or other document, certificate or
     statement delivered by it pursuant thereto or in connection therewith is or
     proves to have been incorrect or misleading in any material respect when
     made or deemed to be made and in the event that the act or circumstance
     which led to such representation or warranty being incorrect or misleading
     is capable of remedy, such action (if any) as the Facility Agent may
     require shall not have been taken within 30 days of the Facility Agent
     notifying the person who made or was deemed to have made or repeated such
     representation or warranty of such act or circumstance and such required
     action.

24.3 Specific Covenants
     An Obligor fails duly to perform or comply with any of the obligations
     expressed to be assumed by it in Clause 21 (Financial and other
     Information), Clause 23.5 (Claims Pari Passu), Clause 23.7 (Conduct and
     Change of Business of the Group) (other than Clause 23.7.2), Clause 23.13
     (Use of Proceeds), Clause 23.16 (Disposals), Clause 23.17 (Mergers), Clause
     23.18 (Investments) or Clause 23.23 (Dividends and Other Distributions).

24.4 Financial Condition
     At any time any of the requirements of Clause 22.1 (Financial Condition) is
     not satisfied.

24.5 Other Obligations
     An Obligor fails duly to perform or comply with any other obligation
     expressed to be assumed by it in the Finance Documents and such failure, if
     capable of remedy, is not remedied within thirty days after the Facility
     Agent has given notice thereof to such Obligor.

24.6 Cross Default
     Any Financial Indebtedness of any member of the Group is not paid when due
     (or within any applicable grace period), any Financial Indebtedness of any
     member of the Group is declared to be or otherwise becomes due and payable
     prior to its specified maturity, any commitment for any Financial
     Indebtedness of any member of the Group is cancelled or suspended by a
     creditor of any member of the Group or any creditor of any member of the
     Group becomes entitled to declare any Financial Indebtedness of any member
     of the Group due and payable prior to its specified maturity, provided that
     it shall not constitute an Event of Default if the aggregate amount of all
     such Financial Indebtedness is less than (Euro) 5,000,000 (or its
     equivalent in other currencies).

24.7 Insolvency and Rescheduling
     Any Obligor is unable to pay its debts as they fall due, commences
     negotiations with its creditors generally with a view to the general
     readjustment or rescheduling of its


<PAGE>

      indebtedness or makes a general assignment for the benefit of or a
      composition with its creditors generally.

24.8  Winding-up
      Other than as permitted by Clause 23.17 (Mergers), any Obligor takes any
      corporate action or other steps are taken or legal proceedings are started
      (unless the same are frivolous, vexatious or an abuse of the process of
      the court) for its winding-up, dissolution, administration or re-
      organisation (whether by way of voluntary arrangement, scheme of
      arrangement or otherwise) or for the appointment of a liquidator,
      receiver, administrator, administrative receiver, conservator, custodian,
      trustee or similar officer of it or of any material part of or all of its
      revenues and assets.

24.9  Execution or Distress
      Any execution or distress is levied against, or an encumbrancer takes
      possession of, the whole or any material part of, the property,
      undertaking or assets of any Obligor or any event occurs which under the
      laws of any jurisdiction has a similar or analogous effect.

24.10 Failure to Comply with Final Judgment
      Any Obligor fails within 28 days to comply with or pay any sum due from it
      under any final judgment or any final order made or given by any court of
      competent jurisdiction provided that if such judgment or order is for a
      monetary amount it is for an aggregate amount of at least (Euro) 500,000.

24.11 Governmental Intervention
      By or under the authority of any government, (a) the management of any
      Obligor is wholly or partially displaced or the authority of any Obligor
      in the conduct of its business is wholly or partially curtailed or (b) all
      or a majority of the issued shares of any Obligor or the whole or any part
      (the book value of which is twenty per cent. or more of the book value of
      the whole) of its revenues or assets is seized, nationalised, expropriated
      or compulsorily acquired.

24.12 Ownership of the Obligors
      Any Obligor (other than the Parent) ceases to be a direct or indirect
      wholly-owned subsidiary of the Parent other than to the extent wound-up as
      permitted by Clause 24.8 (Winding-up).

24.13 The Group's Business
      The Group (taken as a whole) ceases to carry on the Telecoms Business.

24.14 Repudiation
      Any Credit Facility Document or the security intended to be constituted by
      or the subordination effected under any of the Credit Facility Documents
      is repudiated by any person (other than a Finance Party or the EIF) or any
      person (other than a Finance Party or the EIF) does or causes to be done
      any act or thing evidencing an intention to repudiate any Finance Document
      or any such security or subordination or any Credit Facility Document is
      not or ceases to be in full force and effect or the validity or
<PAGE>

       applicability thereof to any sums due or to become due thereunder is
       disaffirmed by or on behalf of any Obligor, save that there shall not be
       an Event of Default under this Clause 24.14 by virtue of any of the
       matters contained in the qualifications to the legal opinions referred to
       in Schedule 3 (Conditions Precedent) or in Schedule 1 to the Amendment
       Agreement.

24.15  Illegality
       At any time any Obligor no longer has the legal power to perform its
       material obligations under the Credit Facility Documents to which it is a
       party or to own its material assets or to carry on its business to a
       material extent or at any time it is or becomes unlawful for an Obligor
       to perform or comply with any or all of its material obligations under
       any Credit Facility Document to which it is a party or any of the
       material obligations of an Obligor thereunder are not or cease to be
       legal, valid, binding and enforceable.

24.16  Security
       The Security Documents cease to confer valid and enforceable Encumbrances
       of the type described therein over the assets referred to therein.

24.17  Material Agreements and Licences
       (a) Any Material Agreement is amended or breached in a manner which might
       reasonably be expected to have a Material Adverse Effect other than with
       the prior consent of an Instructing Group, (b) any Licence is amended or
       is breached in a manner which might reasonably be expected to have a
       Material Adverse Effect or (c) any Licence or Material Agreement is not
       renewed or is suspended or terminated without the obtaining of a
       replacement (unless no longer required).

24.18  Material Adverse Change
       Any event or circumstance occurs which would constitute a Material
       Adverse Change.

24.19  Acceleration and Cancellation
       Upon the occurrence of an Event of Default and at any time thereafter
       whilst it is continuing, the Facility Agent may (and, if so instructed by
       an Instructing Group, shall) by notice to the Obligors' Agent:

       24.19.1  declare all or any part of the Advances to be immediately due
                and payable (whereupon the same shall become so payable together
                with accrued interest thereon and any other sums then owed by
                the Borrowers under the Finance Documents) or declare all or any
                part of the Advances to be due and payable on demand of the
                Facility Agent; and/or

       24.19.2  declare that any undrawn portion of the Facilities shall be
                cancelled, whereupon the same shall be cancelled and the
                Available Commitment of each Bank shall be reduced to zero.

24.20  Advances Due on Demand If, pursuant to Clause 24.19 (Acceleration and
       Cancellation), the Facility Agent declares all or any part of the
       Advances to be due and payable on demand of the
<PAGE>

     Facility Agent, then, and at any time thereafter, the Facility Agent may
     (and, if so instructed by an Instructing Group, shall) by notice to the
     Borrowers:

     24.20.1  require repayment of all or such part of the Advances on such date
              as it may specify in such notice (whereupon the same shall become
              due and payable on the date specified together with accrued
              interest thereon and any other sums then owed by the Borrowers
              under the Finance Documents) or withdraw its declaration with
              effect from such date as it may specify; and/or

     24.20.2  select as the duration of any Interest Period or Term which begins
              whilst such declaration remains in effect a period of six months
              or less.

25.  GUARANTEE AND INDEMNITY

25.1 Guarantee and Indemnity
     Each of the Guarantors irrevocably and unconditionally jointly and
     severally:

     25.1.1   guarantees to each Finance Party and the EIF and agrees to pay
              from time to time on demand by the Facility Agent any and every
              sum or sums of money which each Borrower is at any time liable to
              pay to any Finance Party and/or the EIF under or pursuant to the
              Credit Facility Documents and which has become due and payable but
              has not been paid at the time such demand is made; and

     25.1.2   agrees as a primary obligation to indemnify each Finance Party and
              the EIF from time to time on demand from and against any loss
              incurred by any Finance Party and/or the EIF as a result of any of
              the obligations of each Borrower guaranteed or purported to be
              guaranteed by it under or pursuant to the Credit Facility
              Documents being or becoming void, voidable, unenforceable or
              ineffective as against such Borrower whether or not known to any
              Finance Party and/or the EIF or any other person, the amount of
              such loss being the amount which the person or persons suffering
              it would otherwise have been entitled to recover from such
              Borrower.

     Each Guarantor shall pay any sum due hereunder within 5 Business Days of
     written notice to the Guarantor.

25.2 Additional Security
     The obligations of each Guarantor herein contained shall be in addition to
     and independent of every other security which any Finance Party and/or the
     EIF may at any time hold in respect of any Obligor's obligations under the
     Credit Facility Documents.

25.3 Continuing Obligations
     The obligations of each Guarantor herein contained shall constitute and be
     continuing obligations notwithstanding any settlement of account or other
     matter or thing whatsoever and shall not be considered satisfied by any
     intermediate payment or satisfaction of all or any of the obligations of
     the Obligors under the Credit Facility
<PAGE>

     Documents and shall continue in full force and effect until final payment
     in full of all amounts owing by any Obligor under the Credit Facility
     Documents and total satisfaction of all the Obligors' actual and contingent
     obligations under the Credit Facility Documents.

25.4 Obligations not Discharged
     Neither the obligations of each Guarantor herein contained nor the rights,
     powers and remedies conferred in respect of each Guarantor upon any Finance
     Party and/or the EIF by the Credit Facility Documents or by law shall be
     discharged, impaired or otherwise affected by:

     25.4.1   the winding-up, dissolution, administration or re-organisation of
              any Obligor or any other person or any change in its status,
              function, control or ownership;

     25.4.2   any of the obligations of any Obligor or any other person under
              the Credit Facility Documents or under any other security taken in
              respect of any of its obligations under the Credit Facility
              Documents being or becoming illegal, invalid, unenforceable or
              ineffective in any respect;

     25.4.3   time or other indulgence being granted or agreed to be granted to
              any Obligor or any other person in respect of its obligations
              under the Credit Facility Documents or under any such other
              security;

     25.4.4   any amendment to, or any variation, waiver or release of, any
              obligation of any Obligor or any other person under the Credit
              Facility Documents or under any such other security;

     25.4.5   any failure to take, or fully to take, any security contemplated
              hereby or otherwise agreed to be taken in respect of any Obligor's
              obligations under the Credit Facility Documents;

     25.4.6   any failure to realise or fully to realise the value of, or any
              release, discharge, exchange or substitution of, any security
              taken in respect of any Obligor's obligations under the Credit
              Facility Documents; or

     25.4.7   any other act, event or omission which, but for this Clause 25.4,
              might operate to discharge, impair or otherwise affect any of the
              obligations of each Guarantor herein contained or any of the
              rights, powers or remedies conferred upon any of the Finance
              Parties and/or the EIF by the Credit Facility Documents or by law.

25.5 Settlement Conditional
     Any settlement or discharge between an Obligor and any of the Finance
     Parties and/or the EIF shall be conditional upon no security or payment to
     any Finance Party and/or the EIF by an Obligor or any other person on
     behalf of an Obligor being avoided or reduced by virtue of any laws
     relating to bankruptcy, insolvency, liquidation or similar laws of general
     application and, if any such security or payment is so avoided or
<PAGE>

     reduced, each Finance Party and the EIF shall be entitled to recover the
     value or amount of such security or payment from such Obligor subsequently
     as if such settlement or discharge had not occurred.

25.6 Exercise of Rights
     Neither any Finance Party nor the EIF shall be obliged before exercising
     any of the rights, powers or remedies conferred upon them in respect of any
     Guarantor by the Credit Facility Documents or by law:

     25.6.1   to make any demand of any Obligor;

     25.6.2   to take any action or obtain judgment in any court against any
              Obligor;

     25.6.3   to make or file any claim or proof in a winding-up or dissolution
              of any Obligor; or

     25.6.4   to enforce or seek to enforce any other security taken in respect
              of any of the obligations of any Obligor under the Credit Facility
              Documents.

25.7 Deferral of Guarantor's Rights
     Each of the Guarantors agrees that, so long as any amounts are or may be
     owed by an Obligor under the Finance Documents or an Obligor is under any
     actual or contingent obligations under the Credit Facility Documents, it
     shall not without the prior written consent of the Facility Agent exercise
     any rights which it may at any time have by reason of performance by it of
     its obligations under the Credit Facility Documents:

     25.7.1   to be indemnified by an Obligor; and/or

     25.7.2   to claim any contribution from any other guarantor of any
              Obligor's obligations under the Credit Facility Documents; and/or

     25.7.3   to take the benefit (in whole or in part and whether by way of
              subrogation or otherwise) of any rights of the Finance Parties and
              the EIF under the Credit Facility Documents or of any other
              security taken pursuant to, or in connection with, the Credit
              Facility Documents by all or any of the Finance Parties or the
              EIF.

25.8 Suspense Accounts
     All moneys received, recovered or realised by a Participant by virtue of
     Clause 25.1 (Guarantee and Indemnity) may, in that Participant's
     discretion, be credited to an interest bearing suspense account and may be
     held in such account for so long as such Participant thinks fit pending the
     application from time to time (as such Participant may think fit) of such
     moneys in or towards the payment and discharge of any amounts owing by an
     Obligor to such Participant under the Credit Facility Documents. Interest
     shall accrue on monies from time to time standing to the credit of any
     suspense account at the rate agreed between the relevant Guarantor and the
     Facility Agent.
<PAGE>

25.9   French Limitations
       The maximum liability of each Guarantor incorporated in France (a "French
       Guarantor") under this Clause 25 (Guarantee and Indemnity) shall at no
       time exceed an amount equal to the maximum financial capacity of such
       French Guarantor, such maximum financial capacity being limited to the
       higher of (a) the borrowing of such Guarantor under this Agreement and
       (b) 85% of the Net Worth of such French Guarantor calculated and
       certified by the statutory auditors of such French Guarantor on the basis
       of the last audited financial statements available at the date of the
       relevant payment hereunder, where "Net Worth" means the shareholders'
       equity (including, the share capital, share premium, legal and statutory
       reserves, other reserves, profits and losses carried forward, investment
       subsidies and regulated provisions) ("Capitaux propres") of such French
       Guarantor.

25.10  German Limitations
       Each Finance Party and the EIF agrees that the enforcement of the
       guarantee and indemnity contained in Clause 25 (Guarantee and Indemnity)
       (the "Guarantee") shall at all times be limited if and to the extent
       that, in relation to an Obligor which has provided such Guarantee and
       which is constituted in the form of a German limited liability Company
       (Gesellschaft mit beschrankter Haftung - "GmbH") or a limited partnership
       (Kommanditgesellschaft) where the general partner (Komplementar) is a
       GmbH ("GmbH & Co. KG") such enforcement and the subsequent application of
       proceeds towards the obligations secured by the Guarantee would otherwise
       lead to the situation that such Obligor does not have sufficient assets
       to maintain its capital (Stammkapital) provided that for the purposes of
       the calculation of the net assets the following balance sheet items shall
       be adjusted as follows:

       (a)  loans provided to such Obligor by any members of the Group as far as
            such loans are subordinated or qualify under Section 32a of the
            German Act on Limited Liability Companies (Gesetz betreffend die
            Gesellschaften mit beschrankter Haftung - "GmbH-Gesetz") and Section
            172a of the German Commercial Code (Handelsgesetzbuch - "HGB") shall
            be disregarded; and

       (b)  loans and other contractual liabilities incurred in violation of the
            provisions of the Credit Facility Documents shall be disregarded.

       In addition, an Obligor which has provided a Guarantee hereunder and
       which is constituted in the form of a GmbH or a GmbH & Co. KG shall
       realise, if and to the extent legally permitted and, in respect of the
       relevant Obligor's business, not unreasonable, in a situation where (i)
       such Obligor does not have sufficient assets to maintain its capital
       (Stammkapital) and (ii) a Finance Party and/or the EIF would (but for the
       above sub-paragraph of this Clause 25.10) be entitled to enforce the
       Guarantee, any and all of its assets that are shown in the balance sheet
       with a book value (Buchwert) that is significantly lower than the market
       value of the asset if such asset is not necessary for the relevant
       Obligor's business (betriebsnotwendig).
<PAGE>

26.    COMMITMENT COMMISSION AND FEES

26.1   Commitment Commission on the Tranche A Term Facility
       The Parent and each of the Borrowers, jointly and severally, shall pay to
       the Facility Agent for account of each Bank a commitment commission on
       the amount of such Bank's Available Tranche A Term Commitment less, in
       the case of the Participating Lender, the Traded Proportion (as defined
       in the Participation Agreement) of such commitment commission from day to
       day during the Tranche A Term Availability Period, such commitment
       commission to be calculated at the rate of 0.875 per cent. per annum or
       if the events set out in paragraph 2(b) of Schedule 12 (Margin
       Adjustment) occur, 1.00 per cent. per annum and shall be payable in
       arrear on the last day (the "Payment Date") of each successive period of
       three months which commences and ends during the Tranche A Term
       Availability Period and on the last day of the Tranche A Term
       Availability Period; provided that if the events set out in paragraph
       2(b) of Schedule 12 (Margin Adjustment) occur during the last four
       Business Days preceding the Payment Date, the adjustment in the
       commitment commission shall commence on the Payment Date.

26.2   Commitment Commission on the Revolving Facility
       The Parent and each of the Borrowers jointly and severally shall pay to
       the Facility Agent for account of each Bank a commitment commission on
       the amount of such Bank's Available Revolving Commitment less, in the
       case of the Participating Lender, the Traded Proportion (as defined in
       the Participation Agreement) of such commitment commission from day to
       day during the period beginning on the date hereof and ending on the
       Revolving Termination Date, such commitment commission to be calculated
       at the rate of 0.875 per cent. per annum or if the events set out in
       paragraph 2(b) of Schedule 12 (Margin Adjustment) occur, 1.00 per cent.
       per annum and shall be payable in arrear on the last day (the "Payment
       Date") of each successive period of three months which commences and ends
       during such period and on the Revolving Termination Date; provided that
       if the events set out in paragraph 2(b) of Schedule 12 (Margin
       Adjustment) occur during the last four Business Days preceding the
       Payment Date, the adjustment in the commitment commission shall commence
       on the Payment Date.

26.3   Arrangement Fee
       The Parent shall pay to the Facility Agent the fees specified in the
       letter dated on or about the date hereof from the Lead Arrangers to the
       Parent at the times, and in the amounts, specified in such letter.

26.4   Facility Agency and Security Agency Fee
       The Parent shall pay to the Facility Agent and the Security Agent for its
       own account the facility agency and security agency fees specified in the
       letter dated on or about the date hereof from the Facility Agent and
       Security Agent to the Obligors' Agent at the times, and in the amounts,
       specified in such letter.

26.5   The Parent and the Borrowers, jointly and severally, shall pay to the
       Facility Agent for the account of the EIF the Traded Proportion of the
       commitment commission referred
<PAGE>

     to in Clause 26.1 and 26.2 on the Participated Portion of the Participating
     Lender's Available Tranche A Term Commitment and Available Revolving
     Commitment calculated and payable on the same days as it is calculated and
     payable pursuant to Clause 26.1 and 26.2.

26.6 The Parent and the Borrowers, jointly and severally, shall pay the Facility
     Agent for the account of EIF amounts falling due under Clauses 5.1 (Payment
     of Interest), 7.1 (Payment of Interest) and 28.2 (Default Interest) in
     accordance with, to the extent payable, the provisions of the Participation
     Agreement (and such other documents entered into in connection therewith).

27.  COSTS AND EXPENSES

27.1 Transaction Expenses
     The Parent shall, from time to time within ten days of a written demand of
     the Facility Agent, reimburse each of the Agents and each of the Lead
     Arrangers for all reasonable costs and expenses (including legal fees)
     together with any VAT thereon properly incurred by it in connection with
     the negotiation, preparation and execution of the Credit Facility Documents
     and the Participation Agreement, (including, without limitation, in respect
     of the agreed fees and expenses of Analsys Inc. in connection with the
     preparation of the Business Plan Report) and the completion of the
     transactions therein contemplated as well as the costs of syndication (save
     for any Transferee legal costs).

27.2 Preservation and Enforcement of Rights
     The Parent shall, from time to time on demand of the Facility Agent,
     reimburse the Finance Parties and the EIF for all costs and expenses
     (including legal fees) on a full indemnity basis together with any VAT
     thereon incurred in or in connection with the preservation and/or
     enforcement of any of the rights of the Finance Parties and the EIF under
     the Finance Documents and any document referred to in the Finance Documents
     (including, for the avoidance of doubt, the Participation Agreement).

27.3 Stamp Taxes
     The Parent shall pay all stamp, registration and other taxes to which the
     Finance Documents, any other document referred to in the Finance Documents
     (including, for the avoidance of doubt, the Participation Agreement) or any
     judgment given in connection therewith is or at any time may be subject
     (other than those imposed by reason of assignment or novation) and shall,
     from time to time on demand of the Facility Agent, indemnify the Finance
     Parties and the EIF against any liabilities, costs, claims and out of
     pocket expenses resulting from any failure to pay or any delay in paying
     any such tax.

27.4 Participants' Liabilities for Costs
     If the Parent fails to perform any of its obligations under this Clause 27,
     each Participant shall, in its Proportion, indemnify each of the Agents and
     the Lead Arrangers against any loss incurred by any of them as a result of
     such failure.
<PAGE>

28.  DEFAULT INTEREST AND BREAK COSTS

28.1 Default Interest Periods
     If any sum due and payable by an Obligor hereunder is not paid on the due
     date therefor in accordance with Clause 31 (Payments) or if any sum due and
     payable by an Obligor under any judgment of any court in connection
     herewith is not paid on the date of such judgment, the period beginning on
     such due date or, as the case may be, the date of such judgment and ending
     on the date upon which the obligation of such Obligor to pay such sum is
     discharged shall be divided into successive periods, each of which (other
     than the first) shall start on the last day of the preceding such period
     and the duration of each of which shall (except as otherwise provided in
     this Clause 28) be selected by the Facility Agent but which shall not be
     more than three months.

28.2 Default Interest
     An Unpaid Sum shall bear interest during each Interest Period in respect
     thereof at the rate per annum which is one per cent. per annum above the
     percentage rate which would apply to it if such Unpaid Sum had been an
     Advance in the amount and currency of such Unpaid Sum and for the same
     Interest Period, provided that if such Unpaid Sum relates to an Advance
     which became due and payable on a day other than the last day of an
     Interest Period or Term relating thereto:

     28.2.1   the first Interest Period applicable to such Unpaid Sum shall be
              of a duration equal to the unexpired portion of the current
              Interest Period or Term relating to that Advance; and

     28.2.2   the percentage rate of interest applicable thereto from time to
              time during such period shall be that which exceeds by one per
              cent. the rate which would have been applicable to it had it not
              so fallen due, save that the Applicable Margin shall be, or be
              deemed to be, the highest rate specified in the definition
              thereof.

28.3 Payment of Default Interest
     Any interest which shall have accrued under Clause 28.2 (Default Interest)
     in respect of an Unpaid Sum shall be due and payable and shall be paid by
     the Obligor owing such Unpaid Sum on the last day of each Interest Period
     in respect thereof or on such other dates as the Facility Agent may specify
     by notice to such Obligor.

28.4 Break Costs
     If any Bank or the Facility Agent on its behalf receives or recovers all or
     any part of such Bank's share of an Advance or Unpaid Sum otherwise than on
     the last day of an Interest Period or Term relating thereto, the Parent
     shall pay to the Facility Agent on demand for account of such Bank an
     amount equal to the amount (if any) by which (a) the additional interest
     which would have been payable on the amount so received or recovered had it
     been received or recovered on the last day of that Interest Period or Term
     exceeds (b) the amount of interest which in the reasonable opinion of the
     Facility Agent would have been payable to the Facility Agent on the last
     day of that Interest Period or Term in respect of a euro deposit equal to
     the amount so received or
<PAGE>

     recovered placed by it with a prime bank in the European interbank market
     for a period starting on the third Business Day following the date of such
     receipt or recovery and ending on the last day of that Interest Period or
     Term.

29.  PARENT'S INDEMNITIES

29.1 Parent's Indemnity
     The Parent undertakes to indemnify:

     29.1.1   each Finance Party and the EIF against any cost, claim, loss,
              expense (including legal fees reasonably incurred) or liability
              together with any VAT thereon, which it may sustain or incur as a
              consequence of the occurrence of any Event of Default or any
              default in payment by any Obligor of any sum under the Credit
              Facility Documents;

     29.1.2   each Participant against any cost or loss it may suffer under
              Clause 27.4 (Participants' Liabilities for Costs) or Clause 34.5
              (Indemnification);

     29.1.3   each Bank against any cost or loss it may suffer or incur as a
              result of its funding or making arrangements to fund its portion
              of an Advance requested by any Borrower but not made (other than
              by reason of negligence or wilful default by the Facility Agent or
              any Bank) by reason of the operation of any one or more of the
              provisions hereof; and

     29.1.4   each Bank against any cost or loss it may suffer or any reduction
              in its return on capital that it would have been able to obtain
              but for entering into or performing its obligations under this
              Agreement as a result of any minimum reserve requirements imposed
              on it by the European Central Bank in relation to an Advance or
              funding an Advance.

     Any amount payable by the Parent under this Clause 29.1 is payable within 5
     Business Days of demand by the relevant Finance Party or, as the case may
     be, the EIF. Any demand must be accompanied by available invoices and (in
     the absence of invoices) a calculation in reasonable detail of the amount
     so payable.

29.2 Indemnity to EIF

     29.2.1   The Parent undertakes to:

                    (i)  indemnify the EIF against each and every sum paid or
                         payable by the EIF under the Participation Agreement to
                         the extent such amount would be payable by the EIF
                         under the terms of the Participation Agreement in
                         effect on the Effective Date and the Parent shall pay
                         to the EIF forthwith upon demand an amount equal to
                         such sums; and

                    (ii) hold harmless the EIF on demand from and against all
                         actions, proceedings, liabilities, costs, claims,
                         losses, damages and reasonable expenses (including
                         legal fees reasonably incurred) (collectively, the
                         "Indemnified Amounts") which the EIF may at
<PAGE>

                         any time incur or sustain in connection with or arising
                         out of the Participation Agreement other than any
                         Indemnified Amounts incurred, sustained or arising by
                         reason of the gross negligence or wilful misconduct of
                         the EIF.

     29.2.2   Any demand must be accompanied by available invoices and (in the
              absence of invoices) a calculation in reasonable detail of the
              amount so payable.

     29.2.3   This indemnity shall be a contractual obligation between the
              Parent and the EIF which exists separately from and in addition to
              any subrogation into the rights of the Banks that the EIF may be
              entitled to (it being understood, for the avoidance of doubt, that
              the EIF shall not be entitled to duplicate recoveries by reason of
              this paragraph).

29.3 Currency Indemnity
     If any sum (a "Sum") due from an Obligor under the Finance Documents or any
     order or judgment given or made in relation thereto has to be converted
     from the currency (the "First Currency") in which such Sum is payable into
     another currency (the "Second Currency") for the purpose of:

     29.3.1   making or filing a claim or proof against such Obligor;

     29.3.2   obtaining or enforcing an order or judgment in any court or other
              tribunal,

     the Parent shall indemnify each person to whom such Sum is due from and
     against any loss suffered or incurred as a result of any discrepancy
     between (a) the rate of exchange used for such purpose to convert such Sum
     from the First Currency into the Second Currency and (b) the rate or rates
     of exchange available to such person at the time of receipt of such Sum.

30.  CURRENCY OF ACCOUNT AND PAYMENT

     The euro is the currency of account and payment for each and every sum at
     any time due from an Obligor hereunder, provided that:

     30.1.1   each payment in respect of costs and expenses shall be made in the
              currency in which the same were incurred; and

     30.1.2   each payment pursuant to Clause 15.2 (Tax Indemnity), Clause 15.3
              (EIF Taxes), Clause 17.1 (Increased Costs) or Clause 29.1
              (Parent's Indemnity) shall be made in the currency specified by
              the party claiming thereunder.

31.  PAYMENTS

31.1 Payments to the Facility Agent
     On each date on which this Agreement requires an amount to be paid by an
     Obligor, a Bank or the EIF, such Obligor, such Bank or, the EIF, as the
     case may be, shall make the same available to the Facility Agent for value
     on the due date at such time and in
<PAGE>

     such funds and to such account with such bank as the Facility Agent shall
     specify from time to time.

31.2 Payments by the Facility Agent

     31.2.1   Save as otherwise provided herein, each payment received by the
              Facility Agent pursuant to Clause 31.1 (Payments to the Facility
              Agent) shall:

              (a)   in the case of a payment received for the account of a
                    Borrower, be made available by the Facility Agent to such
                    Borrower by application:

                    (i)  first, in or towards payment the same day of any amount
                         then due from such Borrower hereunder to the person
                         from whom the amount was so received; and

                    (ii) secondly, in or towards payment the same day to the
                         account of such Borrower as such Borrower shall have
                         previously notified to the Facility Agent for this
                         purpose; and

              (b)   in the case of any other payment, be made available by the
                    Facility Agent to the person entitled to receive such
                    payment in accordance with this Agreement or the
                    Participation Agreement (in the case of a Participant, for
                    the account of its Facility Office) for value the same day
                    by transfer to such account of such person with such bank in
                    Paris as such person shall have previously notified to the
                    Facility Agent.

     31.2.2   A payment will be deemed to have been made by the Facility Agent
              on the date on which it is required to be made under this
              Agreement if the Facility Agent has, on or before that date, taken
              steps to make that payment in accordance with the regulations or
              operating procedures of the clearing or settlement system used by
              the Facility Agent in order to make the payment.

31.3 No Set-off
     All payments required to be made by an Obligor hereunder shall be
     calculated without reference to any set-off or counterclaim and shall be
     made free and clear of and without any deduction for or on account of any
     set-off or counterclaim unless required by law.

31.4 Clawback
     Where a sum is to be paid hereunder to the Facility Agent for account of
     another person, the Facility Agent shall not be obliged to make the same
     available to that other person until it has been able to establish to its
     satisfaction that it has actually received such sum, but if it does so and
     it proves to be the case that it had not actually received such sum, then
     the person to whom such sum was so made available shall on request refund
     the same to the Facility Agent together with an amount sufficient to
     indemnify the Facility Agent against any cost or loss it may have suffered
     or incurred by reason of its having paid out such sum prior to its having
     received such sum.
<PAGE>

31.5 Partial Payments
     If and whenever a payment is made by an Obligor hereunder and the Facility
     Agent receives an amount less than the due amount of such payment the
     Facility Agent may apply the amount received towards the obligations of the
     Obligors under this Agreement in the following order:

     31.5.1   first, in or towards payment of any unpaid costs and expenses of
              each of the Facility Agent and the Lead Arrangers due hereunder;

     31.5.2   secondly, in or towards payment pro rata of any accrued interest
              (including any element of such amounts payable to EIF) due but
              unpaid including amounts payable in respect of accrued interest
              due but unpaid pursuant to Clause 29.2 (Indemnity to EIF);

     31.5.3   thirdly, in or towards payment pro rata of any principal due but
              unpaid including amounts payable in respect of principal due but
              unpaid pursuant to Clause 29.2 (Indemnity to EIF); and

     31.5.4   fourthly, in or towards payment pro rata of any other sum due but
              unpaid including amounts payable in respect of any other sum due
              but unpaid pursuant to Clause 29.2 (Indemnity to EIF).

31.6 Variation of Partial Payments
     The order of partial payments set out in Clause 31.5 (Partial Payments)
     shall override any appropriation made by the Obligor to which the partial
     payment relates but the order set out in sub-clauses 31.5.2, 31.5.3 and
     31.5.4 of Clause 31.5 (Partial Payments) may be varied if agreed by all the
     Participants.

31.7 Business Days

     31.7.1   Any payment or conversion of Advances hereunder which is due to be
              made on a day that is not a Business Day shall be made on the next
              Business Day in the same calendar month (if there is one) or the
              preceding Business Day (if there is not).

     31.7.2   During any extension of the due date for payment of any principal
              or an Unpaid Sum under this Agreement interest is payable on the
              principal at the rate payable on the original due date.

32.  SET-OFF

32.1 Contractual Set-off
     If an Event of Default has occurred and is continuing, each Obligor
     authorises each Participant to apply any credit balance to which such
     Obligor is entitled on any account of such Obligor with such Participant in
     satisfaction of any sum due and payable from such Obligor to such
     Participant under the Finance Documents but unpaid. For this purpose, each
     Participant is authorised to purchase with the moneys standing to the
     credit of any such account such other currencies as may be necessary to
     effect such
<PAGE>

     application. Each Participant shall notify the Obligor's Agent (giving full
     details) forthwith upon the exercise or purported exercise of any right of
     set off.

32.2 Set-off not Mandatory
     No Participant shall be obliged to exercise any right given to it by Clause
     32.1 (Contractual Set-off).

33.  SHARING

33.1 Payments to Participants
     If a Participant (a "Recovering Bank") applies any receipt or recovery from
     an Obligor to a payment due under this Agreement and such amount is
     received or recovered other than in accordance with Clause 31 (Payments),
     then such Recovering Bank shall:

     33.1.1   notify the Facility Agent of such receipt or recovery;

     33.1.2   at the request of the Facility Agent, promptly pay to the Facility
              Agent an amount (the "Sharing Payment") equal to such receipt or
              recovery less any amount which the Facility Agent determines may
              be retained by such Recovering Bank as its share of any payment to
              be made in accordance with Clause 31.5 (Partial Payments).

33.2 Redistribution of Payments
     The Facility Agent shall treat the Sharing Payment as if it had been paid
     by the relevant Obligor and distribute it between the Finance Parties and
     the EIF (other than the Recovering Bank) in accordance with Clause 31.5
     (Partial Payments).

33.3 Recovering Bank's Rights
     The Recovering Bank will be subrogated into the rights of the parties which
     have shared in a redistribution pursuant to Clause 33.2 (Redistribution of
     Payments) in respect of the Sharing Payment (and the relevant Obligor shall
     be liable to the Recovering Bank in an amount equal to the Sharing
     Payment).

33.4 Repayable Recoveries
     If any part of the Sharing Payment received or recovered by a Recovering
     Bank becomes repayable and is repaid by such Recovering Bank, then:

     33.4.1   each party which has received a share of such Sharing Payment
              pursuant to Clause 33.2 (Redistribution of Payments) shall, upon
              request of the Facility Agent, pay to the Facility Agent for
              account of such Recovering Bank an amount equal to its share of
              such Sharing Payment; and

     33.4.2   such Recovering Bank's rights of subrogation in respect of any
              reimbursement shall be cancelled and the relevant Obligor will be
              liable to the reimbursing party for the amount so reimbursed.
<PAGE>

33.5 Exception
     This Clause 33 shall not apply if the Recovering Bank would not, after
     making any payment pursuant hereto, have a valid and enforceable claim
     against the relevant Obligor.

33.6 Recoveries Through Legal Proceedings
     If any Participant intends to commence any action in any court it shall
     give prior notice to the Facility Agent and the other Participants. If any
     Participant shall commence any action in any court to enforce its rights
     hereunder and, as a result thereof or in connection therewith, receives any
     amount, then such Participant shall not be required to share any portion of
     such amount with any Participant which has the legal right to, but does
     not, join in such action or commence and diligently prosecute a separate
     action to enforce its rights in another court.

34.  the Facility Agent, the Lead Arrangers and the Participants

34.1 Appointment of the Facility Agent
     Each of the Lead Arrangers and the Participants hereby appoints the
     Facility Agent to act as its Facility Agent in connection herewith and
     authorises the Facility Agent to exercise such rights, powers, authorities
     and discretions as are specifically delegated to the Facility Agent by the
     terms hereof together with all such rights, powers, authorities and
     discretions as are reasonably incidental thereto.

34.2 Facility Agent's Discretions
     The Facility Agent may:

     34.2.1   assume, unless it has, in its capacity as Facility Agent for the
              Participants, received notice to the contrary from any other party
              hereto, that (a) any representation made or deemed to be made by
              an Obligor in connection with the Credit Facility Documents is
              true, (b) no Event of Default or Potential Event of Default has
              occurred, (c) no Obligor is in breach of or default under its
              obligations under the Credit Facility Documents and (d) any right,
              power, authority or discretion vested herein upon an Instructing
              Group, the Participants or any other person or group of persons
              has not been exercised;

     34.2.2   assume that (a) the Facility Office of each Participant is that
              notified to it by such Participant in writing and (b) the
              information provided by each Participant pursuant to Clause 40
              (Notices), Clause 34.14 (Banks' Mandatory Cost Details) and
              Schedule 11 (Mandatory Costs) is true and correct in all respect
              until it has received from such Participant notice of a change to
              the Facility Office or any such information and act upon any such
              notice until the same is superseded by a further notice;

     34.2.3   engage and pay for the advice or services of any lawyers,
              accountants, surveyors or other experts whose advice or services
              may to it seem necessary, expedient or desirable and rely upon any
              advice so obtained;
<PAGE>

    34.2.4    rely as to any matters of fact which might reasonably be expected
              to be within the knowledge of an Obligor upon a certificate signed
              by or on behalf of such Obligor;

    34.2.5    rely upon any communication or document believed by it to be
              genuine;

    34.2.6    refrain from exercising any right, power or discretion vested in
              it as Facility Agent hereunder unless and until instructed by an
              Instructing Group as to whether or not such right, power or
              discretion is to be exercised and, if it is to be exercised, as to
              the manner in which it should be exercised;

     34.2.7   refrain from acting in accordance with any instructions of an
              Instructing Group to begin any legal action or proceeding arising
              out of or in connection with this Agreement until it shall have
              received such security as it may require (whether by way of
              payment in advance or otherwise) for all costs, claims, losses,
              expenses (including legal fees) and liabilities together with any
              VAT thereon which it will or may expend or incur in complying with
              such instructions;

     34.2.8   assume that the rate as expressed to be the Official Rate in any
              Notice of Drawdown is accurate as of the proposed date of the
              Advance requested therein; and

     34.2.9   assume (unless it has specific notice to the contrary) that any
              notice or request made by the Obligors' Agent is made on behalf of
              all the Obligors.

34.3 Facility Agent's Obligations
     The Facility Agent shall:

     34.3.1   promptly inform each Participant of the contents of any notice or
              document received by it in its capacity as Facility Agent from an
              Obligor under the Finance Documents;

     34.3.2   promptly notify each Participant of the occurrence of any Event of
              Default or any default by an Obligor in the due performance of or
              compliance with its obligations under the Credit Facility
              Documents of which the Facility Agent has notice from any other
              party hereto;

     34.3.3   save as otherwise provided herein, act as agent hereunder in
              accordance with any instructions given to it by an Instructing
              Group, which instructions shall be binding on the Lead Arrangers
              and the Participants; and

     34.3.4   if so instructed by an Instructing Group, refrain from exercising
              any right, power or discretion vested in it as Facility Agent
              hereunder.

     The Facility Agent's duties under the Finance Documents are solely
     mechanical and administrative in nature.
<PAGE>

34.4 Excluded Obligations
     Notwithstanding anything to the contrary expressed or implied herein,
     neither the Facility Agent nor any of the Lead Arrangers shall:

     34.4.1   be bound to enquire as to (a) whether or not any representation
              made or deemed to be made by an Obligor in connection with the
              Credit Facility Documents is true, (b) the occurrence or otherwise
              of any Event of Default or Potential Event of Default, (c) the
              performance by an Obligor of its obligations under the Credit
              Facility Documents or (d) any breach of or default by an Obligor
              of or under its obligations under the Credit Facility Documents;

     34.4.2   be bound to account to any Participant for any sum or the profit
              element of any sum received by it for its own account;

     34.4.3   be bound to disclose to any other person any information relating
              to any member of the Group if (a) such person, on providing such
              information, expressly stated to the Facility Agent or, as the
              case may be, the Lead Arrangers, that such information was
              confidential or (b) such disclosure would or might in its opinion
              constitute a breach of any law or be otherwise actionable at the
              suit of any person;

     34.4.4   be under any obligations other than those for which express
              provision is made herein; or

     34.4.5   be or be deemed to be a fiduciary for any other party hereto.

34.5 Indemnification
     Each Participant shall, in its Proportion, from time to time on demand by
     the Facility Agent, indemnify the Facility Agent against any and all costs,
     claims, losses, expenses (including legal fees) and liabilities together
     with any VAT thereon which the Facility Agent may incur, otherwise than by
     reason of its own gross negligence or wilful misconduct, in acting in its
     capacity as facility agent hereunder (other than any which have been
     reimbursed by the Parent pursuant to Clause 29.1 (Parent's Indemnity)).

34.6 Exclusion of Liabilities
     None of the Facility Agent and the Lead Arrangers accepts any
     responsibility:

     34.6.1   for the adequacy, accuracy and/or completeness of the Information
              Memorandum or any other information supplied by the Facility Agent
              or the Lead Arrangers, by an Obligor or by any other person in
              connection with the Credit Facility Documents or any other
              agreement, arrangement or document entered into, made or executed
              in anticipation of, pursuant to or in connection with the Credit
              Facility Documents;

     34.6.2   for the legality, validity, effectiveness, adequacy or
              enforceability of the Credit Facility Documents or any other
              agreement, arrangement or document
<PAGE>

                entered into, made or executed in anticipation of, pursuant to
                or in connection with the Credit Facility Documents; or

       34.6.3   for the exercise of, or the failure to exercise, any judgement,
                discretion or power given to any of them by or in connection
                with the Credit Facility Documents or any other agreement,
                arrangement or document entered into, made or executed in
                anticipation of, pursuant to or in connection with the Credit
                Facility Documents.

       Accordingly, none of the Facility Agent and the Lead Arrangers shall be
       under any liability in respect of such matters, save in the case of gross
       negligence or wilful misconduct.

34.7   No Actions
       Each of the Participants agree that it will not assert or seek to assert
       against any director, officer or employee of the Facility Agent or any
       Lead Arranger any claim it might have against any of them in respect of
       the matters referred to in Clause 34.6 (Exclusion of Liabilities).

34.8   Business with the Group
       The Facility Agent and each of the Lead Arrangers may accept deposits
       from, lend money to and generally engage in any kind of banking or other
       business with any member of the Group.

34.9   Resignation
       The Facility Agent may (after consultation with the Obligors' Agent)
       resign its appointment hereunder at any time without assigning any reason
       therefor by giving not less than thirty days' prior written notice to
       that effect to each of the other parties hereto, provided that no such
       resignation shall be effective until a successor for such Facility Agent
       is appointed in accordance with the succeeding provisions of this Clause
       34.

34.10  Removal of Facility Agent
       An Instructing Group may with the prior written consent of the Obligors'
       Agent (such consent not to be unreasonably withheld) remove the Facility
       Agent from its role as facility agent hereunder by giving notice to that
       effect to each of the other parties hereto. Such removal shall take
       effect only when a successor to the Facility Agent is appointed in
       accordance with the terms hereof.

34.11  Successor Facility Agent
       If the Facility Agent gives notice of its resignation pursuant to Clause
       34.9 (Resignation) or the Facility Agent is removed pursuant to Clause
       34.10 (Removal of Facility Agent) then any reputable and experienced bank
       or other financial institution may be appointed as a successor Facility
       Agent provided that, (i) in the case of Clause 34.9 (Resignation) such
       successor is a Bank selected by the resigning Facility Agent or, if not a
       Bank, is a financial institution selected with the prior consent of the
       Obligors' Agent; and (ii) in the case of Clause 34.10 (Removal of
       Facility Agent) such
<PAGE>

       successor is appointed with the prior written consent of the Obligors'
       Agent (such consent not to be unreasonably withheld).

34.12  Rights and Obligations
       If a successor to the Facility Agent is appointed under the provisions of
       Clause 34.11 (Successor Facility Agent), then (a) the retiring or
       departing Facility Agent shall be discharged from any further obligation
       hereunder but shall remain entitled to the benefit of the provisions of
       this Clause 34 and (b) its successor and each of the other parties hereto
       shall have the same rights and obligations amongst themselves as they
       would have had if such successor had been a party hereto.

34.13  Own Responsibility
       It is understood and agreed by each Participant that at all times it has
       itself been, and will continue to be, solely responsible for making its
       own independent appraisal of and investigation into all risks arising
       under or in connection with the Credit Facility Documents including, but
       not limited to:

       34.13.1  the financial condition, creditworthiness, condition, affairs,
                status and nature of each member of the Group;

       34.13.2  the legality, validity, effectiveness, adequacy and
                enforceability of the Credit Facility Documents and any other
                agreement, arrangement or document entered into, made or
                executed in anticipation of, pursuant to or in connection with
                the Credit Facility Documents;

       34.13.3  whether such Participant has recourse, and the nature and extent
                of that recourse, against an Obligor or any other person or any
                of their respective assets under or in connection with the
                Credit Facility Documents, the transactions therein contemplated
                or any other agreement, arrangement or document entered into,
                made or executed in anticipation of, pursuant to or in
                connection with the Credit Facility Documents; and

       34.13.4  the adequacy, accuracy and/or completeness of the Information
                Memorandum and any other information provided by the Facility
                Agent or the Lead Arrangers, an Obligor, or by any other person
                in connection with the Finance Documents, the transactions
                contemplated therein or any other agreement, arrangement or
                document entered into, made or executed in anticipation of,
                pursuant to or in connection with the Credit Facility Documents.

       Accordingly, each Participant acknowledges to the Facility Agent and the
       Lead Arrangers that it has not relied on and will not hereafter rely on
       the Facility Agent and the Lead Arrangers or any of them in respect of
       any of these matters.

34.14  Banks' Mandatory Cost Details
       Each Bank will supply the Facility Agent with such information and in
       such detail as the Facility Agent may require in order to calculate the
       Mandatory Cost Rate in accordance with Schedule 11 (Mandatory Costs).
<PAGE>

34.15  Agency Division Separate
       In acting as Facility Agent hereunder for the Participants, the Facility
       Agent shall be regarded as acting through its agency division which shall
       be treated as a separate entity from any other of its divisions or
       departments and, notwithstanding the foregoing provisions of this Clause
       34, any information received by some other division or department of the
       Facility Agent may be treated as confidential and shall not be regarded
       as having been given to the Facility Agent's agency division.

35.    ASSIGNMENTS AND TRANSFERS

35.1   Binding Agreement
       The Finance Documents shall be binding upon and enure to the benefit of
       each party hereto and its or any subsequent successors and Transferees.

35.2   No Assignments and Transfers by the Obligors
       No Obligor shall be entitled to assign or transfer all or any of its
       rights and obligations under the Credit Facility Documents other than
       pursuant to a merger in accordance with Clause 23.17 (Mergers).

35.3   Assignment and Transfers by Participants
       Any Bank may, at any time, assign all or any of its rights in respect of
       its Exposure (in an amount equal to or greater than (Euro) 2,500,000
       (except for an assignment or transfer by the Participating Lender to EIF
       which may be of lesser amounts) hereunder or any Participant may, at any
       time, transfer in accordance with Clause 35.5 (Transfers by Participants)
       all or any part of its Exposure, rights and obligations hereunder to a
       Qualifying Bank or to the EIF, in each case provided that:

       35.3.1 after the Syndication Date and unless an Event of Default has
              occurred and is continuing, it has obtained the prior consent of
              the Parent, such consent not to be unreasonably withheld or
              delayed;

       35.3.2 the assignee or transferee is, on the effective date of the
              assignment or transfer, a Qualifying Bank or is the EIF;

       35.3.3 if the assignment or transfer is by a Bank of all or any part of
              the Participated Portion of such Bank's rights and obligations as
              a Participating Lender, it has obtained the prior consent of the
              EIF, such consent not to be unreasonably withheld or delayed;

       35.3.4 such assignment or transfer will not, as a consequence of laws or
              regulations in force at that time, result in any amount being
              required to be prepaid under Clause 18 (Illegality);

       35.3.5 the proposed assignees or transferee would not be entitled to
              receive (i) any payment under Clause 15 (Taxes); or (ii) a greater
              payment under Clause 17 (Increased Costs) than the assigning or
              transferring Participant would have been entitled to receive on
              such date under such Clauses with respect to the rights and/or
              obligations assigned or transferred; and
<PAGE>

      35.3.6  any assignment or transfer shall be pro rata across the Tranche A
              Term Facility and Tranche B Revolving Facility, or as the case may
              be the Tranche A Term Facility, Tranche B Term Facility and the
              Working Capital Facility other than an assignment or transfer by
              the Participating Lender to EIF in accordance with the provisions
              of the Participation Agreement,

      and no Obligor shall be obliged to pay any amount under Clause 15 (Taxes)
      or which it would not otherwise have been obliged to pay hereunder as a
      result of any assignment or transfer by any Participant which does not
      comply with the requirements of this Clause 35.3. The Participating Lender
      shall not increase the aggregate amount of the Loan which benefits from
      the risk participation assumed by the EIF pursuant to the Participation
      Agreement as of the Effective Date without the prior consent of the
      Parent, such consent not to be unreasonably withheld. For the avoidance of
      doubt, this shall not limit the ability of any Participating Lenders to
      assign or transfer all or any part of the Participated Portion of such
      Participant's rights and obligations to another Participant as long as it
      satisfies the conditions in Clause 35.3.

35.4  Assignments by Banks
      If any Bank assigns all or any of its rights and benefits under the
      Finance Documents in accordance with Clause 35.3 (Assignments and
      Transfers by Participants), then, unless and until the assignee has
      delivered a notice to the Facility Agent confirming in favour of the
      Facility Agent, the Lead Arrangers and the other Participants that it
      shall be under the same obligations towards each of them as it would have
      been under if it had been an original party hereto as a Bank (whereupon
      such assignee shall become a party hereto as a "Bank"), the Facility
      Agent, the Lead Arrangers and the other Participants shall not be obliged
      to recognise such assignee as having the rights against each of them which
      it would have had if it had been such a party hereto.

35.5  Transfers by Participants

      35.5.1  If any Participant wishes to transfer all or any part of its
              Exposure or of its rights, benefits and/or obligations as a
              Participating Lender under the Finance Documents and, in the case
              of a Participating Lender and the EIF, under the Participation
              Agreement as contemplated in Clause 35.3 (Assignments and
              Transfers by Participants) to a Qualifying Bank then such transfer
              may be effected by the delivery to the Facility Agent of a duly
              completed Transfer Certificate executed by such Participant, the
              relevant Transferee and, in the case of a transfer by the EIF, the
              Participating Lenders, and such transfer shall take effect in
              accordance with sub-clause 35.5.2 of this Clause 35.5, on the
              later of the Transfer Date specified in such Transfer Certificate
              and the fifth Business Day after (or such earlier Business Day
              endorsed by the Facility Agent on such Transfer Certificate
              falling on or after) the date of delivery of such Transfer
              Certificate to the Facility Agent.

      35.5.2  Any transfer pursuant to a Transfer Certificate shall take effect
              as follows:

              (a)  in the case of a transfer by a Bank of an Exposure to a
                   Transferee participating as a Bank:


<PAGE>

         (i)    an assignment to the Transferee by such Bank of its rights under
                the Finance Documents in relation to the transferred Exposure;
                and

         (ii)   a transfer to and assumption by the Transferee of such Bank's
                obligations under the Finance Documents in relation to the
                transferred Exposure, such Bank being released from such
                obligations to the extent of such Exposure;

    (b)  in the case of a transfer by a Bank of all or any of its rights and
         obligations as a Participating Lender to a Transferee participating as
         a Participating Lender:

         (i)    an assignment to the Transferee by such Bank of the rights of
                such Bank under the Finance Documents and the Participation
                Agreement in relation to the share of such Bank's Participated
                Portion of the Facilities to be transferred; and

         (ii)   a transfer to and assumption by the Transferee of such Bank's
                obligations under the Finance Documents and the Participation
                Agreement in relation to the share of such Bank's Participated
                Portion of the Facilities to be transferred, such Bank being
                released from such obligations to the extent of the Participated
                Portion being transferred;

    (c)  in the case of a transfer by the EIF of an Exposure to a Transferee
         participating as a Bank:

         (i)    an assignment to the Transferee by each Participating Lender of
                such Participating Lender's rights under the Finance Documents
                in respect of any part of such Participating Lender's
                Participated Portion of the Facilities corresponding to the
                transferred Exposure;

         (ii)   a transfer to and assumption by the Transferee of each
                Participating Lender's obligations under the Finance Documents
                in respect of any part of such Participating Lender's
                Participated Portion of the Facilities corresponding to the
                transferred Exposure such Participating Lender being released
                from such obligations to the extent of such Participated
                Portion; and

         (iii)  a release of the respective rights and obligations inter se of
                each Participating Lender and the EIF under the Participation
                Agreement corresponding to the transferred Exposure; and

    (d)  in the case of each transfer pursuant to paragraphs (i) , (ii) or (iii)
         of sub-clause 35.5.2(a), (b) and (c):

         (i)    the Facility Agent, the Lead Arrangers, the Transferee and the
                other Participants shall acquire the same rights and benefits
                and


<PAGE>

                          assume the same obligations between themselves as they
                          would have acquired and assumed had the Transferee
                          been an original party hereto as a Bank with the
                          rights and/or obligations acquired or assumed by it as
                          a result of such transfer and to that extent the
                          Facility Agent, the Lead Arrangers and the relevant
                          Participant shall each be released from further
                          obligations to each other under the Finance Documents;
                          and

                   (ii)   such Transferee shall become a party hereto as a
                          "Bank".

      35.5.3  Each Transfer Certificate shall identify in relation to each
              transfer contemplated thereby:

              (a)  the transferring Participant;

              (b)  the principal amount of the Exposure or the rights and
                   obligations to be transferred by it;

              (c)  if they are held by it as a Bank, whether or not they form
                   part of a Participated Portion;

              (d)  if they are held by the EIF, the identity of any Participated
                   Lender to whose Participated Portion they relate and, if
                   there is more than one such Participating Lender, the
                   respective principal amounts of the portions of the Exposure
                   to be transferred relating to their respective Participated
                   Portions;

              (e)  the Transferee; and

              (f)  if they are to be received by it as a Participating Lender,
                   the principal amount to form part of a Participated Portion.

35.6  Assignment and Transfer Fees
      On any date after the Syndication Date upon which an assignment takes
      effect pursuant to Clause 35.4 (Assignments by Banks) or a transfer takes
      effect pursuant to Clause 35.5 (Transfers by Participants) the relevant
      assignee or Transferee shall pay to the Facility Agent for its own account
      a fee of (Euro) 2,000.

35.7  Disclosure of Information
      Any Participant may, having obtained the prior consent of the Parent (such
      consent not to be unreasonably withheld or delayed) disclose to any
      person:

      35.7.1  to (or through) whom such Participant assigns or transfers (or may
              potentially assign or transfer) all or any of its rights and
              obligations under the Finance Documents or, in the case of the
              EIF, the Participation Agreement;

      35.7.2    with (or through) whom such Participant enters into (or may
                potentially enter into) any sub-participation in relation to, or
                any other transaction under which


<PAGE>

              payments are to be made by reference to, the Finance Documents or
              any Obligor; or

      35.7.3  to whom information may be required to be disclosed by any
              applicable law,

      such information about any Obligor or the Group and the Finance Documents
      as such Participant shall consider reasonably appropriate subject to the
      prospective person referred to in sub-clause 35.7.1 and 35.7.2 first
      entering into a confidentiality undertaking.

35.8  Notification
      The Facility Agent shall within five Business Days of receiving a Transfer
      Certificate notify the Obligors' Agent of any assignment or transfer
      completed pursuant to this Clause 35.

36.   ADDITIONAL BORROWERS

36.1  Request for Additional Borrower
      The Parent may request that any of its direct or indirect wholly-owned
      subsidiaries become an Additional Borrower by delivering to the Facility
      Agent a Borrower Accession Memorandum duly executed by the Obligors' Agent
      and such subsidiary, together with the documents and other evidence listed
      in Schedule 9 (Additional Conditions Precedent) in relation to such
      subsidiary.

36.2  Borrower Conditions Precedent
      A subsidiary, in respect of which the Obligors' Agent has delivered a
      Borrower Accession Memorandum to the Facility Agent, shall become an
      Additional Borrower and assume all the rights, benefits and obligations of
      a Borrower as if it had been an Original Borrower on the Business Day
      following the date on which the Facility Agent notifies the Obligors'
      Agent (copied to each of the Participants) that:

      36.2.1  an Instructing Group has accepted the Obligors' Agent's request in
              respect of such subsidiary (other than where the Obligors' Agent
              has certified to the Facility Agent that the purpose of such
              subsidiary acceding as an Additional Borrower is solely for good
              faith and reasonable tax or treasury management purposes); and

      36.2.2  it has received, in form and substance reasonably satisfactory to
              it, all documents and other evidence listed in Schedule 9
              (Additional Conditions Precedent) in relation to such subsidiary,

      unless on such date an Event of Default or Potential Event of Default is
      continuing or would occur as a result of such subsidiary becoming an
      Additional Borrower.

37.   ADDITIONAL GUARANTORS

37.1  Request for Additional Guarantor
      The Obligors' Agent may request that any of the Parent's subsidiaries
      become an Additional Guarantor by delivering to the Facility Agent a
      Guarantor Accession


<PAGE>

      Memorandum duly executed by the Obligors' Agent and such subsidiary,
      together with the documents and other evidence listed in Schedule 9
      (Additional Conditions Precedent) in relation to such subsidiary.

37.2  Guarantor Conditions Precedent
      A company, in respect of which the Obligors' Agent has delivered a
      Guarantor Accession Memorandum to the Facility Agent, shall became an
      Additional Guarantor and assume all the rights, benefits and obligations
      of a Guarantor as if it had been an original party hereto as a Guarantor
      on the date on which the Facility Agent notifies the Obligors' Agent that
      it has received, in form and substance reasonably satisfactory to it, all
      the documents and other evidence listed in Schedule 9 (Additional
      Conditions Precedent).

37.3  Resignation of CompleTel SPC II as an Original Guarantor
      CompleTel SPC II shall cease to be an Original Guarantor and shall be
      released from all its obligations under this Agreement and any of the
      Security Documents to which it is a party on the date that the Facility
      Agent confirms to it that the Facility Agent has received from CompleTel
      SPC II a letter confirming that the circumstances set out in sub-Clause
      37.3.1 are true and correct as at the date thereof and requesting its
      resignation as an Original Guarantor, provided that on such date:

      37.3.1  CompleTel GmbH is a direct wholly owned subsidiary of an Obligor
              (other than CompleTel SPC II) and that all the shares in CompleTel
              GmbH are secured substantially on the terms of the Security
              Document dated at or around the date hereof entered into by
              CompleTel Holding I BV and CompleTel SPC II in relation to its
              shares in CompleTel GmbH.

      Each of the Security Agent and the Facility Agent shall as soon as
      reasonably practicable execute and do all such assurances, acts or things
      as the Obligors' Agent acting in good faith may reasonably require to
      release CompleTel SPC II from its obligations under this Agreement and the
      Security Documents to which it is a party; provided that CompleTel SPC II
      has indemnified each of the Security Agent and the Facility Agent for all
      costs and expenses (including legal fees) together with VAT thereon, as
      reasonably determined by them, to be incurred in connection therewith.

38.   CALCULATIONS AND EVIDENCE OF DEBT

38.1  Basis of Accrual
      Interest and commitment commission shall accrue from day to day and shall
      be calculated on the basis of a year of 360 days (or, in any case where
      market practice differs, in accordance with market practice) and the
      actual number of days elapsed.

38.2  Quotations
      If on any occasion a Reference Bank or Participant fails to supply the
      Facility Agent with a quotation required of it under the foregoing
      provisions of this Agreement, the rate for which such quotation was
      required shall be determined from those quotations which are supplied to
      the Facility Agent, provided that, in relation to determining


<PAGE>

      EURIBOR, this Clause 38.2 shall not apply if only one Reference Bank
      supplies a quotation.

38.3  Evidence of Debt
      Each Participant shall maintain in accordance with its usual practice
      accounts evidencing the amounts from time to time lent by and owing to it
      hereunder.

38.4  Control Accounts
      The Facility Agent shall maintain on its books a control account or
      accounts in which shall be recorded (a) the amount of any Advance or any
      Unpaid Sum and each Participant's share therein, (b) the amount of all
      principal, interest and other sums due or to become due from an Obligor
      and each Participant's share therein and (c) the amount of any sum
      received or recovered by the Facility Agent hereunder and each
      Participant's share therein.

38.5  Prima Facie Evidence
      In any legal action or proceeding arising out of or in connection with
      this Agreement, the entries made in the accounts maintained pursuant to
      Clause 38.3 (Evidence of Debt) and Clause 38.4 (Control Accounts) shall,
      in the absence of manifest error, be prima facie evidence of the existence
      and amounts of the specified obligations of the Obligors.

38.6  Certificates of Participants
      A certificate of a Participant as to (a) the amount by which a sum payable
      to it hereunder is to be increased under Clause 15.1 (Tax Gross-up) or
      Clause 15.3 (EIF Taxes), (b) the amount for the time being required to
      indemnify it against any such cost, payment or liability as is mentioned
      in Clause 15.2 (Tax Indemnity), Clause 17.1 (Increased Costs) or Clause
      29.1 (Parent's Indemnity) or Clause 29.2 (Indemnity to EIF) or (c) the
      amount of any credit, relief, remission or repayment as is mentioned in
      Clause 16.3 (Tax Credit Payment) or Clause 16.4 (Tax Credit Clawback)
      shall, in the absence of manifest error, be prima facie evidence of the
      existence and amounts of the specified obligations of the Obligors.

38.7  Facility Agent's Certificates
      A certificate of the Facility Agent as to the amount at any time due from
      a Borrower or the Parent hereunder or the amount which, but for any of the
      obligations of such Borrower or the Parent hereunder being or becoming
      void, voidable, unenforceable or ineffective, at any time would have been
      due from such Borrower hereunder shall, in the absence of manifest error,
      be conclusive for the purposes of Clause 25 (Guarantee and Indemnity).

39.   REMEDIES AND WAIVERS, PARTIAL INVALIDITY

39.1  Remedies and Waivers
      No failure to exercise, nor any delay in exercising, on the part of any
      Finance Party and/or the EIF, any right or remedy under the Finance
      Documents shall operate as a waiver thereof, nor shall any single or
      partial exercise of any right or remedy prevent any further or other
      exercise thereof or the exercise of any other right or remedy. The


<PAGE>

      rights and remedies herein provided are cumulative and not exclusive of
      any rights or remedies provided by law.

39.2  Partial Invalidity
      If, at any time, any provision of the Credit Facility Documents is or
      becomes illegal, invalid or unenforceable in any respect under the law of
      any jurisdiction, neither the legality, validity or enforceability of the
      remaining provisions thereof nor the legality, validity or enforceability
      of such provision under the law of any other jurisdiction shall in any way
      be affected or impaired thereby.

40.   NOTICES

40.1  Communications in Writing
      Each communication to be made under the Credit Facility Documents shall be
      made in writing and, unless otherwise stated, shall be made by fax or
      letter.

40.2  Addresses
      Any communication or document to be made or delivered pursuant to this
      Agreement shall (unless the recipient of such communication or document
      has, by fifteen days' written notice to the Facility Agent, specified
      another address or fax number) be made or delivered to the address or fax
      number:

      40.2.1  in the case of the Original Obligors, of the Obligors' Agent
              identified below for the attention of Hugues Lemasne and David
              Lacey, with a copy to Anna Lascar;

      40.2.2  in the case of the Facility Agent, identified with its name below;

      40.2.3  in the case of each Bank, notified in writing to the Facility
              Agent prior to the date hereof (or, in the case of a Transferee,
              at the end of the Transfer Certificate to which it is a party as
              Transferee);

      40.2.4  in the case of the EIF, notified in writing to the Facility Agent
              prior to the date of the Amendment Agreement; and

      40.2.5  in the case of each Additional Guarantor or Additional Borrower,
              in the relevant Guarantor Accession Memorandum or Borrower
              Accession Memorandum

      provided that not more than one address may be specified by each party
      pursuant to this Clause 40.2 at any time.

40.3  Delivery
      Any communication or document to be made or delivered by one person to
      another pursuant to the Credit Facility Documents shall:

      40.3.1  if by way of fax, be deemed to have been received on receipt of an
              answer back unless the date of despatch is not a working day or
              after business hours


<PAGE>

              in the place of receipt in which case it shall be deemed to have
              been received at the opening of business on the next such working
              day; and

      40.3.2  if by way of letter, be deemed to have been delivered on receipt
              of a return receipt if sent by registered mail or if sent by
              courier,

      provided that any communication or document to be made or delivered to an
      Agent shall be effective only when received by its agency division and
      then only if the same is expressly marked for the attention of the
      department or officer identified with that Agent's signature below (or
      such other department or officer as that Agent shall from time to time
      specify for this purpose).

40.4  English Language
      Each communication and document made or delivered by one party to another
      pursuant to the Credit Facility Documents shall be in the English language
      or in the event that such communication or document attaches a document
      originally prepared in a language other than English, the delivery of such
      document in its original language shall satisfy the requirements of this
      Clause 40.4, provided that if reasonably requested by the Agent in writing
      an English translation certified (by an officer of the person making or
      delivering the same) as being a true and accurate translation thereof is
      delivered within 45 Business Days thereof.

40.5  Notification of Changes
      Promptly upon receipt of notification of a change of address or fax number
      pursuant to Clause 40.2 (Addresses) or changing its own address or fax
      number the Facility Agent shall notify the other parties hereto of such
      change.

40.6  Deemed Receipt by the Obligors
      Any communication or document made or delivered to the Obligors' Agent in
      accordance with Clause 40.3 (Delivery) shall be deemed to have been made
      or delivered to each of the Obligors.

41.   COUNTERPARTS
      This Agreement may be executed in any number of counterparts with
      different parties executing different counterparts, all of which taken
      together shall constitute one and the same instrument.

42.   AMENDMENTS

42.1  Amendments
      If the Facility Agent has the prior consent of an Instructing Group (or if
      and to the extent expressly authorised), the Facility Agent and the
      Obligors may from time to time agree in writing to amend any Finance
      Documents or to waive, prospectively or retrospectively, any of the
      requirements of any Finance Document and any amendments or waivers so
      agreed shall be binding on all the Finance Parties and the EIF, provided
      that no such amendment or waiver shall result in any Bank which has a
      Revolving Commitment being required to participate in a Revolving Advance
      unless


<PAGE>

      the consent of Banks with Revolving Commitments exceeding sixty-six and
      two thirds per cent. of the aggregate of Revolving Commitments has been
      obtained.

42.2  Amendments Requiring the Consent of all the Participants
      An amendment or waiver which relates to:

      42.2.1  Clause 33 (Sharing) or this Clause 42;

      42.2.2  an increase in the principal amount of or a change in currency of
              any Advance, or deferral of the Conversion Date, any Term
              Repayment Date or Repayment Date, Revolving Termination Date or
              the Tranche A Term Availability Period;

      42.2.3  a reduction in the Applicable Margin, the amount or currency of
              any payment of interest, fees or any other amount payable
              hereunder to any Finance Party or the EIF or deferral of the date
              for payment thereof;

      42.2.4  a release of any Guarantor from any of its obligations set out in
              Clause 25 (Guarantee and Indemnity) except as permitted under the
              terms of the Finance Documents;

      42.2.5  Clause 36 (Additional Borrowers) or Clause 37 (Additional
              Guarantors);

      42.2.6  the definition of Instructing Group;

      42.2.7  an increase in Commitment;

      42.2.8  any release of any security constituted by any of the Security
              Documents except as permitted under the terms of the Finance
              Documents; or

      42.2.9  any provision which expressly requires the consent or approval of
              all the Banks or, as the case may be, Participants, shall not be
              made without the prior consent of all the Banks or, as the case
              may be, Participants.

42.3  Exceptions
      Notwithstanding any other provisions hereof, the Facility Agent shall not
      be obliged to agree to any such amendment or waiver if the same would:

      42.3.1  amend or waive this Clause 42, Clause 27 (Costs and Expenses) or
              Clause 34 (The Facility Agent, The Lead Arrangers and The
              Participants); or

      42.3.2  otherwise amend or waive any Agent's rights hereunder or subject
              any Agent or the Lead Arrangers to any additional obligations
              hereunder;

      42.3.3  An amendment or waiver which relates to Clause 45 shall not be
              made without the prior consent of the EIF.


<PAGE>

43.   GOVERNING LAW

      This Agreement shall be governed by English law.

44. JURISDICTION

44.1  English Courts
      The courts of England have exclusive jurisdiction to settle any dispute (a
      "Dispute") arising out of or in connection with this Agreement (including
      a dispute regarding the existence, validity or termination of this
      Agreement or the consequences of its nullity).

44.2  Convenient Forum
      The parties agree that the courts of England are the most appropriate and
      convenient courts to settle Disputes between them and, accordingly, that
      they will not argue to the contrary.

44.3  Non-Exclusive Jurisdiction
      Each of the parties agree for the benefit of each of the other parties, as
      a result and notwithstanding Clause 44.1 (English Courts), that it does
      not prevent any Finance Party, the EIF or any Obligor from taking
      proceedings relating to a Dispute ("Proceedings") in any other courts with
      jurisdiction. To the extent allowed by law, the Finance Parties, the EIF
      or, as the case may be, the Obligors may take concurrent Proceedings in
      any number of jurisdictions.

44.4  Service of Process
      Each Original Obligor agrees that the documents which start any
      Proceedings and any other documents required to be served in relation to
      those Proceedings may be served on it:

      44.4.1  in the case of each Original Borrower, on HRO Registrars Limited
              at present of Heathcoat House, 20 Savile Row, London W1X 1AE or,
              if different, its registered office.

      44.4.2  in the case of each Original Guarantor, on HRO Registrars Limited
              at present of Heathcoat House, 20 Savile Row, London W1X 1AE or,
              if different, its registered office.

      If any Original Obligor ceases to have a place of business in Great
      Britain or, as the case may be, the appointment of the person mentioned in
      this Clause 44.4 ceases to be effective, the relevant Original Obligor
      shall immediately appoint another person in England to accept service of
      process on its behalf in England. If an Original Obligor fails to do so
      (and such failure continues for a period of not less than fourteen days),
      the Facility Agent shall be entitled to appoint such a person by notice to
      such Original Obligor. Nothing contained herein shall restrict the right
      to serve process in any other manner allowed by law. This Clause 44.4
      applies to Proceedings in England and to Proceedings elsewhere.


<PAGE>

45.   EIF Risk Participation

45.1  Obligors' Acknowledgement
      The Obligors hereby acknowledge that the EIF, under and in accordance with
      the terms of the Participation Agreement, will assume obligations to one
      or more Participating Lenders under the Participation Agreement whereby
      demand may be made by such Participating Lenders for payment by the EIF of
      amounts corresponding to certain amounts due from but unpaid by the
      Borrowers to such Participating Lenders under the Finance Documents in
      relation to the Participated Portion to which the EIF's obligations to
      such Participating Lenders relate.

45.2  Obligations not reduced
      The obligations of the Obligors shall not be reduced by any obligation of,
      or any amount paid or payable by, the EIF under the Participation
      Agreement, and an Obligor shall not have any right of contribution against
      or to be subrogated to any claim against, the EIF in relation to any
      obligation of or payment by an Obligor under the Finance Documents.

45.3  Amounts Payable
      Where an amount may become payable hereunder to a Participating Lender to
      enable it to make a payment to the EIF, such amount shall become payable
      notwithstanding that any such payment to the EIF by such Participating
      Lender may be limited by reference to amounts received by it from an
      Obligor.

45.4  Payment without investigation
      The Obligors irrevocably direct the EIF to pay without investigation or
      confirmation from an Obligor any amount claimed from it by a Participating
      Lender pursuant to the Participation Agreement notwithstanding that any
      Obligor may dispute the validity of such claim.

45.5  Obligations not impaired
      The obligations of the Obligors to the EIF shall not be impaired by any
      amendment of the Participation Agreement or any other circumstance which,
      but for this Clause 45.5, might impair such obligations.

45.6  Right of Subrogation and Assignment
      The Obligors acknowledge that, upon the EIF making payment under the
      Participation Agreement to a Participating Lender in respect of and equal
      to an amount (the "Overdue Amount") payable by the Obligors hereunder, the
      EIF shall be entitled, at its option, to be subrogated (with effect from
      notice thereof to the Facility Agent) to or have assigned or transferred
      to it, such Participating Lender's rights relating to such Overdue Amount
      and any other security therefor or to be entitled to receive from such
      Participating Lender under the Participation Agreement each amount
      thereafter applied by such Participating Lender towards the Overdue
      Amount.

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.


<PAGE>

                                  SIGNATURES

The Parent

COMPLETEL EUROPE N.V.

By:                  /s/ ANNA LASCAR

Address:             Kruisweg 609, 2132 NA Hoofddorp, The Netherlands

Fax:                 00 31 20 666 1666


The Obligor's Agent

COMPLETEL S.A.S.

By:                  /s/ ANNA LASCAR

Address:             Washington Plaza, Immeuble Artois 44, rue Washington,
                     75408 Paris Cedex 08, France

Fax:                 00 33 1 53 53 83 84


The Borrowers

COMPLETEL ECC B.V.

By:                  /s/ ANNA LASCAR

Address:             Kruisweg 609, 2132 NA Hoofddorp, The Netherlands

Fax:                 00 31 20 666 1666


COMPLETEL GmbH

By:                  /s/ ANNA LASCAR

Address:             Hans-Stiessberger - Strasse 2a, 85540 Haar bei Munchen,
                     Germany

Fax:                 00 49 89 45 69 68 56

<PAGE>

COMPLETEL SERVICES S.A.S.

By:                  /s/ ANNA LASCAR

Address:             Washington Plaza, Immeuble Artois 44, rue Washington,
                     75408 Paris Cedex 08, France

Fax:                 00 33 1 53 53 83 84


COMPLETEL S.A.S.

By:                  /s/ ANNA LASCAR

Address:             Washington Plaza, Immeuble Artois 44, rue Washington,
                     75408 Paris Cedex 08, France

Fax:                 00 33 1 53 53 83 84


The Original Guarantors

COMPLETEL EUROPE N.V.

By:                  /s/ ANNA LASCAR

Address:             Kruisweg 609, 2132 NA Hoofddorp, The Netherlands

Fax:                 00 31 20 666 1666


COMPLETEL ECC B.V.

By:                  /s/ ANNA LASCAR

Address:             Kruisweg 609, 2132 NA Hoofddorp, The Netherlands

Fax:                 00 31 20 666 1666


COMPLETEL HOLDING I B.V.

By:                  /s/ ANNA LASCAR

Address:             Kruisweg 609, 2132 NA Hoofddorp, The Netherlands

Fax:                 00 31 20 666 1666



<PAGE>

COMPLETEL HOLDING II B.V.

By:                  /s/ ANNA LASCAR

Address:             Kruisweg 609, 2132 NA Hoofddorp, The Netherlands

Fax:                 00 31 20 666 1666


COMPLETEL GmbH

By:                  /s/ ANNA LASCAR

Address:             Hans-Stiessberger - Strasse B, 85540 Haar bei Munchen,
                     Germany

Fax:                 00 49 89 45 46 51 99


COMPLETEL SERVICES S.A.S.

By:                  /s/ ANNA LASCAR

Address:             Washington Plaza, Immeuble Artois 44, rue Washington,
                     75408 Paris Cedex 08, France

Fax:                 00 33 1 53 53 83 84


COMPLETEL S.A.S.

By:                  /s/ ANNA LASCAR

Address:             Washington Plaza, Immeuble Artois 44, rue Washington,
                     75408 Paris Cedex 08, France

Fax:                 00 33 1 53 53 83 84


ACCES ET SOLUTIONS INTERNET S.A.R.L.

By:                  /s/ ANNA LASCAR

Address:             Double Mixte, 43 Boulevard du 11 Novembre 1998, 69625
                     Villeurbanne Cedex, France

Fax:                 00 33 4 78 93 00 99



<PAGE>

COMPLETEL UK LIMITED

By:                  /s/ ANNA LASCAR

Address:             c/o Holme Roberts & Owen, Heathcoat House, 20 Savile Row,
                     London W1X 1AE

Fax:                 +44 (0)207 287 9344


iPCENTA LIMITED

By:                  /s/ ANNA LASCAR

Address:             Vaughan Chambers, Vaughan Road, Harpenden, Hertfordshire,
                     AL5 4EE

Fax:                 +44 (0)208 960 0820


COMPLETEL SPC

By:                  /s/ ANNA LASCAR

Address:             c/o Holme Roberts & Owen, Heathcoat House, 20 Savile Row,
                     London W1X 1AE

Fax:                 +44(0) 207 287 9344


COMPLETEL SPC II

By:                  /s/ ANNA LASCAR

Address:             c/o Holme Roberts & Owen, Heathcoat House, 20 Savile Row,
                     London W1X 1AE

Fax:                 +44(0) 207 287 9344


The Lead Arrangers

GOLDMAN SACHS INTERNATIONAL

By:                  /s/ GABRIEL LEFEBVRE

Address:             Peterborough Court, 133 Fleet Street, London EC4A 2BB

Fax:                 +44 171 774 1313


<PAGE>

PARIBAS

By:                  /s/ BENOIT TANGUY

Address:             37 Place du Marche, Saint Honore 75031
                     Paris Cedex 01
                     France

Fax:                 0331 42 98 09 79


The Facility Agent

PARIBAS

By:                  /s/ GABRIEL LEFEBVRE

Address:             37 Place du Marche Saint Honore
                     75031 Paris Cedex 01

Fax:                 + 33 1 42 98 43 17

Attention:           Gabriel Lefevbre


The Security Agent

PARIBAS

By:                  /s/ GABRIEL LEFEBVRE

Address:             37 Place du Marche Saint Honore
                     75031 Paris Cedex 01

Fax:                 + 33 1 42 98 43 17

Attention:           Gabriel Lefevbre


The Risk Participant

EUROPEAN INVESTMENT FUND

By:                  /s/ GERBRAND G. HOP


<PAGE>

The Banks

GOLDMAN SACHS INTERNATIONAL

By:                                  /s/ GABRIEL LEFEBVRE



PARIBAS

By:                                  /s/ BENOIT TANGUY



BARCLAYS BANK PLC

By:                                  /s/ GABRIEL LEFEBVRE



CITIBANK INTERNATIONAL PLC

By:                                  /s/ PAREEJAT SINGHAL



COMPTOIR DES ENTREPRENEURS

By:                                  /s/ GABRIEL LEFEBVRE



CREDIT LYONNAIS

By:                                  /s/ GABRIEL LEFEBVRE



MERRILL LYNCH CAPITAL MARKETS BANK LIMITED

By:                                  /s/ GABRIEL LEFEBVRE



SCOTIABANK EUROPE PLC

By:                                  /s/ GABRIEL LEFEBVRE


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
ACTING THROUGH ITS PARIS BRANCH

By:                                  /s/ GABRIEL LEFEBVRE
<PAGE>

CREDIT AGRICOLE INDOSUEZ

By:                                  /s/ GABRIEL LEFEBVRE


BANCA NAZIONALE DEL LAVORO S.p.A. - Paris Branch

By:                                  /s/ GABRIEL LEFEBVRE


IBM FRANCE FINANCEMENT S.A.

By:                                  /s/ GABRIEL LEFEBVRE