EXECUTION COPY




                                                VIATEL, INC.




                          EURO 300,000,000 OF 12 3/4% SENIOR EURO NOTES DUE 2008



                                            PLACEMENT AGREEMENT




                                              April 14, 2000



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                                                PLACEMENT AGREEMENT


                                                                  April 14, 2000

Morgan Stanley & Co. International Limited
Chase Securities Inc.
Credit Suisse First Boston Corporation
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England

Dear Sirs and Mesdames:

     Viatel, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and
sell to the several  placement agents named in Schedule I hereto (the "PLACEMENT
AGENTS") an aggregate  of Euro  300,000,000  principal  amount of 12 3/4% Senior
Euro Notes Due 2008 of the Company  (the  "NOTES") to be issued  pursuant to the
provisions  of an  indenture,  to be dated  April 20,  2000  (the  "INDENTURE"),
between the Company and The Bank of New York, as trustee (in such capacity,  the
"TRUSTEE").

     Capitalized  terms  used  herein  without  definition  have the  respective
meanings specified in the Final Memorandum (as defined below).

     The Notes will be offered without being registered under the Securities Act
of 1933, as amended (the "SECURITIES ACT"), to "qualified  institutional buyers"
(as  defined  in Rule 144A  under the  Securities  Act) in  compliance  with the
exemption from  registration  provided by Rule 144A under the Securities Act and
outside the United States in compliance  with  Regulation S under the Securities
Act ("REGULATION S").

     The  Placement  Agents and their  direct and indirect  transferees  will be
entitled to the  benefits of a  Registration  Rights  Agreement  relating to the
Notes, to be dated the date hereof, and to be substantially in the form attached
hereto as EXHIBIT A (the "REGISTRATION RIGHTS AGREEMENT").

     In  connection  with the sale of the  Notes to the  Placement  Agents,  the
Company has prepared a preliminary  offering  memorandum issued on April 7, 2000
(the "PRELIMINARY MEMORANDUM") and a final offering memorandum,  dated April 14,
2000 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum,  the
"MEMORANDUM"), setting forth or  including  a  description  of  the terms of the

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Notes,  the terms of the offering  and a description  of  the  Company  and  its
business.

     1. REPRESENTATIONS AND WARRANTIES.  The Company represents and warrants to,
and agrees with, you that as of the date hereof:

               (a)  The  Company  has  been  duly  incorporated  and is  validly
          existing as a corporation in good standing under the laws of the State
          of Delaware with full corporate  power and corporate  authority to own
          its  properties  and to conduct its business as described in the Final
          Memorandum  and is duly  qualified  to transact  business as a foreign
          corporation and is in good standing in each  jurisdiction in which the
          conduct of its  business  or its  ownership  or  leasing  of  property
          requires such qualification,  except to the extent that the failure to
          be so  qualified  or be in good  standing  would  not have a  Material
          Adverse Effect (as defined below) on the Company and its  Subsidiaries
          (as defined below), taken as a whole.

               (b) Each  subsidiary of the Company is listed on EXHIBIT B hereto
          (each a "SUBSIDIARY" and,  collectively,  the "SUBSIDIARIES")  and, if
          applicable to such country, each of the Subsidiaries operating in such
          country has been duly incorporated or otherwise organized,  is validly
          existing in good standing  under the laws of the  jurisdiction  of its
          incorporation or organization, with full corporate power and corporate
          authority  to own  its  properties  and to  conduct  its  business  as
          described in the Final  Memorandum  and is duly  qualified to transact
          business  and is in good  standing in each  jurisdiction  in which the
          conduct of its  business  or its  ownership  or  leasing  of  property
          requires such qualification,  except to the extent that the failure to
          be so  qualified  or be in good  standing  would  not have a  Material
          Adverse Effect (as defined below) on the Company and the Subsidiaries,
          taken as a whole.

               (c) All of the  issued  shares of capital  stock or other  equity
          interests,  as the case may be, of each Subsidiary of the Company have
          been  duly  authorized  and  are  validly   issued,   fully  paid  and
          non-assessable  and are owned,  either directly or indirectly,  by the
          Company,  free  and  clear of all  liens,  encumbrances,  equities  or
          claims, other than those indicated in the Final Memorandum.

               (d)  This  Agreement  has  been  duly  authorized,  executed  and
          delivered by the Company.

               (e) The Notes have been duly  authorized by the Company and, when
          issued  and   authenticated  in  accordance  with  the  Indenture  and
          delivered to and paid for by the Placement  Agents in accordance  with
          the terms of this Agreement and the  Indenture,  will (x) be valid and
          binding  obligations of the Company enforceable against the Company in
          accordance with their terms, except as the enforceability  thereof may
          be limited by applicable bankruptcy,insolvency, fraudulent conveyance,


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          reorganization, moratorium and other similar laws affecting creditors'
          rights generally and subject to general equitable  principles (whether
          considered in a proceeding  in equity or at law) (the  "ENFORCEABILITY
          EXCEPTIONS"),  and (y) be  entitled to the  benefits of the  Indenture
          pursuant  to which such Notes are to be issued,  and the  Registration
          Rights Agreement.

               (f) The  Preliminary  Memorandum  as of the date  hereof does not
          contain and the Final Memorandum,  on the Closing Date and in the form
          used by the Placement  Agents to confirm  sales,  will not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary  to  make  the  statements  therein,  in  the  light  of the
          circumstances under which they were made, not misleading,  except that
          the  representations and warranties set forth in this paragraph do not
          apply to statements  in or omissions  from either  Memorandum  (or any
          supplement or amendment  thereto) based upon  information  relating to
          any  Placement  Agent  furnished  to the  Company  in  writing by such
          Placement Agent expressly for use therein.

               (g)  The  execution  and  delivery  by the  Company  of,  and the
          performance by the Company of its obligations  under,  this Agreement,
          the  Indenture,  the  Registration  Rights  Agreement  and  the  Notes
          (collectively, the "TRANSACTION DOCUMENTS") and the issuance, sale and
          delivery  of the  Notes  in  accordance  with  their  terms  will  not
          contravene (i) any provision of applicable  law, (ii) the  certificate
          of  incorporation  or  by-laws  of the  Company,  (iii)  any  material
          agreement or other  instrument  binding upon the Company or any of its
          Subsidiaries,   or  (iv)  any   judgment,   order  or  decree  of  any
          governmental  body,  agency  or  court  having  jurisdiction  over the
          Company or any  Subsidiary,  except  with  respect to clauses  (i) and
          (iii) to the extent that any  contravention  would not have a Material
          Adverse Effect (as defined below) on the Company and its Subsidiaries,
          taken as a whole, and, no consent, approval, authorization,  exemption
          or order of, or qualification or filing with, any governmental body or
          agency  is  required  for  the  performance  by  the  Company  of  its
          obligations under the Transaction  Documents (other than such consent,
          approval,  authorization,  exemption,  order or other action which has
          been  obtained),  except (x) such as may be required by the securities
          or Blue Sky laws of the various  states in  connection  with the offer
          and sale of the Notes,  (y) such as may be  required  by  federal  and
          state securities laws with respect to the Company's  obligations under
          the Registration Rights Agreement and (z) for any consents, approvals,
          authorizations,  orders or qualifications, the failure to obtain which
          would not have a Material Adverse Effect on the ability of the Company
          to perform its obligations under the Transaction Documents.

               (h) The Indenture and the Registration Rights Agreement have been
          duly  authorized  by the Company and, when duly executed and delivered
          by the Company,  will constitute valid and legally binding obligations
          of the Company,  enforceable  against the Company in  accordance  with
          their terms, subject to the Enforceability Exceptions and except  that


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          (x)  rights to  indemnification  and  contribution  may be  limited by
          public policy and (y) provisions of the Indenture,  if any,  requiring
          any waiver of stay or extension  laws,  diligent  performance or other
          acts on the part of the Trustee may be unenforceable  under principles
          of public policy.

               (i) The Notes and the Indenture  conform in all material respects
          to the  descriptions  thereof  contained in the Final Memorandum under
          the heading "Description of the Notes."

               (j)   Assuming   the   accuracy   of   the   Placement    Agents'
          representations  contained herein and the Placement Agents' compliance
          with their agreements  hereunder,  it is not necessary to register the
          Notes under the Securities  Act or to qualify the Indenture  under the
          Trust Indenture Act of 1939, as amended.

               (k) There has not occurred any material  adverse  change,  or any
          development  involving a prospective  material adverse change,  in the
          condition,  financial or otherwise,  or in the  earnings,  business or
          operations  (a  "MATERIAL  ADVERSE  EFFECT")  of the  Company  and its
          Subsidiaries,  taken as a whole,  from  that  set  forth in the  Final
          Memorandum,  attached  as EXHIBIT C;  furthermore,  (i) other than the
          transactions  contemplated  hereby,  the Company and its  Subsidiaries
          have not  incurred any material  liability  or  obligation,  direct or
          contingent,  nor  entered  into any  material  transaction  not in the
          ordinary course of business; (ii) the Company has not purchased any of
          its outstanding  capital stock,  nor declared,  paid or otherwise made
          any dividend or  distribution  of any kind on its capital  stock other
          than  ordinary and customary  dividends;  and (iii) there has not been
          any material change in the capital stock, short-term debt or long-term
          debt of the  Company  and its  consolidated  Subsidiaries,  taken as a
          whole, except in each case as described in the Final Memorandum.

               (l) There are no legal or governmental proceedings pending or, to
          the  knowledge of the Company,  threatened to which the Company or any
          of its  Subsidiaries  is or may be a  party,  or to  which  any of the
          properties  of the  Company  or any of its  Subsidiaries  is or may be
          subject other than  proceedings  accurately  described in all material
          respects  in  the  Final  Memorandum  and  proceedings  that  are  not
          reasonably likely to have a Material Adverse Effect on the Company and
          its Subsidiaries,  taken as a whole, or on the power or ability of the
          Company  to  perform  its  obligations  under  any of the  Transaction
          Documents or to consummate the transactions  contemplated by the Final
          Memorandum.

               (m) The Company is not, and after  giving  effect to the offering
          and sale of the Notes,  and the application of the proceeds thereof as
          described in the Final Memorandum under the caption "Use of Proceeds,"
          will not be an  "investment  company"  as such term is  defined in the
          Investment Company Act of 1940, as amended.

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<PAGE>



               (n)  Neither the  Company  nor any  affiliate  of the Company (as
          defined in Rule 501(b) of  Regulation D under the  Securities  Act, an
          "AFFILIATE") has directly, or through any agent, (i) sold, offered for
          sale,  solicited offers to buy or otherwise  negotiated in respect of,
          any  security (as defined in the  Securities  Act) which is or will be
          integrated  with the sale of the Notes in a manner that would  require
          the registration under the Securities Act of the Notes or (ii) engaged
          in any form of general  solicitation or general  advertising (as those
          terms are used in Regulation D under the Securities Act) in connection
          with the  offering  of the  Notes  in any  manner  involving  a public
          offering within the meaning of Section 4(2) of the Securities Act.

               (o) The Company and its  Subsidiaries  (i) are in compliance with
          any and all  applicable  foreign,  federal,  state and local  laws and
          regulations relating to the protection of human health and safety, the
          environment or hazardous or toxic substances or wastes,  pollutants or
          contaminants  ("ENVIRONMENTAL  LAWS"), (ii) have received all permits,
          licenses  or  other  approvals   required  of  them  under  applicable
          Environmental  Laws to conduct their  respective  businesses and (iii)
          are in  compliance  with all terms and  conditions of any such permit,
          license   or   approval,   except   where  such   noncompliance   with
          Environmental  Laws, failure to receive required permits,  licenses or
          other  approvals or failure to comply with the terms and conditions of
          such  permits,  licenses  or  approvals  would  not,  singly or in the
          aggregate,  have a  Material  Adverse  Effect on the  Company  and its
          Subsidiaries, taken as a whole.

               (p)  There  are  no  costs  and   liabilities   associated   with
          Environmental  Laws  (including,  without  limitation,  any capital or
          operating expenditures required for clean-up, closure of properties or
          compliance with Environmental Laws or any permit, license or approval,
          any related  constraints  on operating  activities  and any  potential
          liabilities to third parties) which would, singly or in the aggregate,
          have a Material  Adverse  Effect on the Company and its  Subsidiaries,
          taken as a whole.

               (q)  The  Notes  satisfy  the  requirements  set  forth  in  Rule
          144A(d)(3) under the Securities Act.

               (r) Except as described in the Final Memorandum,  the Company and
          its  Subsidiaries  (i) have all  necessary  consents,  authorizations,
          approvals, orders, certificates and permits of and from, and have made
          all declarations and filings with, all federal, state, local and other
          governmental,    administrative   or   regulatory   authorities,   all
          self-regulatory  organizations and all courts and other tribunals,  to
          own, lease, license and use their properties and assets and to conduct
          their business in the manner described in the Final Memorandum, except
          to  the   extent   that  the   failure   to  obtain   such   consents,
          authorizations,  approvals,  orders,  certificates  or permits or make
          such  declarations or filings would not have a Material Adverse Effect
          on the Company and its  Subsidiaries,  taken as a whole; and (ii) have
          not received any notice of  proceedings  relating  to  the  violation,
<PAGE>



          revocation   or   modification   of   any   such   license,   consent,
          authorization, approval, order, certificate or permit which, singly or
          in the aggregate, if the subject of an unfavorable decision, ruling or
          finding,  would  reasonably  be  expected  to have a Material  Adverse
          Effect on the Company and its Subsidiaries, taken as a whole.

               (s) The Company  and its  Subsidiaries  have good and  marketable
          title in fee simple to all real property and good and marketable title
          to all  personal  property  owned  by them  which is  material  to the
          business  of the Company and its  Subsidiaries,  taken as a whole,  in
          each case free and clear of all liens, encumbrances and defects except
          (i) such as are reflected in the Company's financial statements or are
          described  in the Final  Memorandum;  (ii)  such as do not  materially
          affect the value of such  property and do not  interfere  with the use
          made and  proposed to be made of such  property by the Company and its
          Subsidiaries;  or (iii) such as do not have a Material  Adverse Effect
          on the Company and its  Subsidiaries,  taken as a whole;  and any real
          property  and  buildings  held  under  lease  by the  Company  and its
          Subsidiaries  are held by them under  valid,  binding and  enforceable
          leases with such  exceptions as are not material and do not materially
          interfere  with the use made and proposed to be made of such  property
          and buildings by the Company and its Subsidiaries, in each case except
          as described in or contemplated by the Final Memorandum and subject to
          the Enforceability Exceptions.

               (t) The  Company  and its  Subsidiaries  own or  possess,  or can
          acquire on reasonable  terms,  all material  patents,  patent  rights,
          licenses,  inventions,  copyrights,  know-how (including trade secrets
          and other unpatented and/or  unpatentable  proprietary or confidential
          information,  systems or  procedures),  trademarks,  service marks and
          trade names currently employed by them in connection with the business
          now  operated  by  them,  and,  except  as  set  forth  in  the  Final
          Memorandum,  neither  the  Company  nor  any of its  Subsidiaries  has
          received  any notice of  infringement  of or  conflict  with  asserted
          rights of others with respect to any of the foregoing which, singly or
          in the aggregate, if the subject of an unfavorable decision, ruling or
          finding,  would be reasonably likely to have a Material Adverse Effect
          on the Company and its Subsidiaries, taken as a whole.

               (u) No material  labor  dispute with the employees of the Company
          or  any  of  its  Subsidiaries  exists,  except  as  described  in  or
          contemplated  by the Final  Memorandum,  or, to the  knowledge  of the
          Company,  is imminent;  and the Company is not aware of any  existing,
          threatened or imminent  labor  disturbance  by the employees of any of
          its  principal  suppliers,  manufacturers  or  contractors  that might
          reasonably  be  expected  to have a  Material  Adverse  Effect  on the
          Company and its Subsidiaries, taken as a whole.

               (v) (i) The Company and its Subsidiaries are insured against such
          losses  and  risks  and in  such  amounts  as the  Company  reasonably
          believes are prudent and customary in the businesses in which they are
          engaged;  (ii)  neither the Company nor any such  Subsidiary  has been
          refused any insurance coverage sought or applied for; and (iii)


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          neither the Company nor any such  Subsidiary has any reason to believe
          that it will not be able to renew its existing  insurance  coverage as
          and when such  coverage  expires or to obtain  similar  coverage  from
          similar  insurers as may be  necessary  to continue  its business at a
          cost that would not have a Material  Adverse Effect on the Company and
          its  Subsidiaries,  taken  as a  whole,  except  as  described  in  or
          contemplated by the Final Memorandum.

               (w) The  Company  and  its  Subsidiaries  maintain  a  system  of
          internal   accounting   controls   sufficient  to  provide  reasonable
          assurance  that (i)  transactions  are  executed  in  accordance  with
          management's general or specific authorizations; (ii) transactions are
          recorded as necessary to permit preparation of financial statements in
          conformity  with  generally  accepted  accounting  principles  and  to
          maintain  asset  accountability;  (iii)  access to assets is permitted
          only   in   accordance   with   management's   general   or   specific
          authorization;  and (iv) the  recorded  accountability  for  assets is
          compared  with  the  existing  assets  at  reasonable   intervals  and
          appropriate action is taken with respect to any differences.

     2.  AGREEMENTS TO SELL AND PURCHASE.  The Company  hereby agrees to sell to
the several  Placement  Agents,  and each Placement  Agent upon the basis of the
representations  and warranties herein contained,  but subject to the conditions
hereinafter  stated,  agrees,  severally  and not jointly,  to purchase from the
Company, the respective principal amount of Notes set forth in Schedule I hereto
opposite  its name at a  purchase  price  equal to 97% of the  principal  amount
thereof (which reflects a 3% commission)  (the "PURCHASE  PRICE"),  plus accrued
interest, if any, from April 20, 2000 to the Closing Date.

     The Company hereby agrees that, without the prior written consent of Morgan
Stanley & Co.  International  Limited on behalf of the Placement Agents, it will
not,  during the period  beginning on the date  hereof,  and  continuing  to and
including the Closing Date, offer,  sell,  contract to sell or otherwise dispose
of any  debt  of the  Company  or  warrants  to  purchase  debt  of the  Company
substantially  similar to the Notes (other than the sale of the Notes under this
Agreement).

     3. TERMS OF OFFERING.  The  Placement  Agents have advised the Company that
the  Placement  Agents  will  make an  offering  of the Notes  purchased  by the
Placement  Agents hereunder on the terms set forth in the Final  Memorandum,  as
soon as  practicable  after this Agreement is entered into as in the judgment of
the Placement Agents is advisable.

     4. PAYMENT AND DELIVERY. Payment for the Notes shall be made to the Company
in  federal  or other  funds  immediately  available  in New York  City  against
delivery  of such Notes at the  closing  to be held at the office of  Shearman &
Sterling, 599 Lexington Avenue, New York, NY 10022, at 9:00 A.M., local time, on
April 20, 2000, or at such other time on the same or such other date,  not later
than May 4, 2000, as shall be agreed to by the Company and

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<PAGE>

Morgan  Stanley  &  Co.  International  Limited.  The  time  and  date  of  such
payment are herein referred to as the "CLOSING DATE."

     Certificates  for the Notes shall be in definitive  form or global form, as
specified by the  Placement  Agents,  and  registered  in such names and in such
denominations  as the  Placement  Agents shall request in writing not later than
two full business days prior to the Closing Date.  The  certificates  evidencing
the Notes shall be delivered to the Placement  Agents on the Closing Date,  with
any transfer  taxes payable in connection  with the transfer of the Notes to the
Placement Agents duly paid, against payment of the Purchase Price therefor.

     5. CONDITIONS TO THE PLACEMENT AGENTS'  OBLIGATION.  The obligations of the
several  Placement  Agents to purchase and pay for the Notes on the Closing Date
is subject to the following conditions:

               (a)  Subsequent to the  execution and delivery of this  Agreement
          and prior to the Closing Date,

                    (i) there shall not have occurred any downgrading, nor shall
               any  notice  have  been  given  of  any   intended  or  potential
               downgrading or of any review for a possible  change that does not
               indicate the  direction of the  possible  change,  other than any
               notice which shall already have been given as of the date hereof,
               in the rating  accorded  to the  Company or any of the  Company's
               securities  or in the  rating  outlook  for  the  Company  by any
               "nationally  recognized statistical rating organization," as such
               term  is  defined  for  purposes  of  Rule  436(g)(2)  under  the
               Securities Act; and

                    (ii)  there  shall  not have  occurred  any  change,  or any
               development  involving a prospective  change,  in the  condition,
               financial  or  otherwise,   or  in  the  earnings,   business  or
               operations,  of the  Company  and its  Subsidiaries,  taken  as a
               whole, from that set forth in the Final Memorandum  (exclusive of
               any amendments or supplements  thereto  subsequent to the date of
               this Agreement) that, in the reasonable judgment of the Placement
               Agents,  is  material  and  adverse  and that  makes  it,  in the
               reasonable  judgment of the Placement  Agents,  impracticable  to
               market the Notes on the terms and in the manner  contemplated  in
               the Final Memorandum.

               (b) The Placement  Agents shall have received on the Closing Date
          a  certificate,  dated the  Closing  Date and  signed by an  executive
          officer of the Company,  to the effect set forth in Section 5(a)(i) of
          this  Agreement  and  to  the  effect  that  the  representations  and
          warranties  of the Company  contained in this  Agreement  are true and
          correct as of the Closing Date and that the Company has complied  with
          all of the agreements  and satisfied all of the  conditions  contained
          herein on its part to be performed or satisfied hereunder on or before
          the Closing Date. The officer signing and delivering


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<PAGE>


          such certificate may rely upon the best of his or her  knowledge as to
          any proceedings threatened.

               (c) The Placement Agents shall have received,  (A) on each of the
          date hereof and the Closing  Date,  a letter  dated the date hereof or
          the  Closing  Date,  as  the  case  may  be,  in  form  and  substance
          satisfactory  to the  Placement  Agents,  from KPMG  LLP,  independent
          public accountants,  containing statements and information of the type
          ordinarily included in accountants'  "comfort letters" to underwriters
          with  respect  to  the  financial  statements  and  certain  financial
          information  contained  in the  Final  Memorandum  and (B) on the date
          hereof,   letters  dated  the  date  hereof,  in  form  and  substance
          satisfactory  to the  Placement  Agents,  from KPMG  LLP,  independent
          public  accountants,  with  respect to  agreed-upon  procedures  to be
          applied to information  contained in the Final Memorandum with respect
          to  billable  minutes,  revenue  per  billable  minute  and  number of
          customers,  PROVIDED  THAT the letters  delivered  pursuant to Section
          5(c)(A) and  Section  5(c)(B)  shall use a "cut-off  date" not earlier
          than 2 business days prior to the date hereof.

               (d) The Placement  Agents shall have received on the Closing Date
          an  opinion  of  Kelley  Drye & Warren  LLP,  outside  counsel  to the
          Company, dated the Closing Date, to the effect set forth in EXHIBIT D.
          Such opinion shall be rendered to the Placement  Agents at the request
          of the Company and shall so state therein.

               (e) The Placement  Agents shall have received on the Closing Date
          opinions  of foreign  local  counsel in Germany,  Switzerland,  Italy,
          France,  Belgium, Spain, The Netherlands and the United Kingdom, dated
          the Closing  Date,  each to the effect set forth in EXHIBIT E or as to
          such other form as agreed to by the  Placement  Agents.  Such opinions
          shall be  rendered  to the  Placement  Agents  at the  request  of the
          Company and shall so state therein.

               (f) The Placement  Agents shall have received on the Closing Date
          an opinion of Morrison & Forester,  LLP,  special U.S.  communications
          counsel to the Company,  together with an opinion of Nebraska counsel,
          each dated the Closing Date,  substantially to the effect set forth in
          EXHIBIT F. Such opinions shall be rendered to the Placement  Agents at
          the request of the Company and shall so state therein.

               (g) The Placement  Agents shall have received on the Closing Date
          an opinion of Shearman & Sterling,  counsel to the  Placement  Agents,
          dated the Closing Date, in form and substance satisfactory to you.

               (h) The  Registration  Rights  Agreement shall be executed and in
          full force and effect.


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<PAGE>


                  (i) The  Placement  Agents  shall  have  received  such  other
         documents and certificates as are reasonably requested by the Placement
         Agents or their counsel.

     6. COVENANTS OF THE COMPANY. In further  consideration of the agreements of
the Placement  Agents  contained in this Agreement,  the Company  covenants with
each Placement Agent as follows:

               (a) To use its best efforts to furnish to each Placement Agent in
          New York City,  without charge,  prior to 9:00 a.m. New York City time
          on April 19, 2000 and during the period  mentioned in Section 6(c), as
          many copies of the Final  Memorandum,  any  supplements and amendments
          thereto and any documents incorporated by reference therein as you may
          reasonably request.

               (b) Before amending or  supplementing  the Final  Memorandum,  to
          furnish to each Placement Agent a copy of each such proposed amendment
          or supplement and not to use any such proposed amendment or supplement
          without the  consent of Morgan  Stanley & Co.  International  Limited,
          which consent shall not be unreasonably withheld or delayed.

               (c) If, during such period after the date hereof and prior to the
          date on which all of the Notes  shall have been sold by the  Placement
          Agents,  any event shall occur or condition exist as a result of which
          it is necessary to amend or supplement  the Final  Memorandum in order
          to make the statements therein, in the light of the circumstances when
          the Final Memorandum is delivered to a purchaser,  not misleading,  or
          if, in the opinion of counsel to the Placement  Agents it is necessary
          to amend or supplement the Final  Memorandum to comply with applicable
          law,  forthwith  to prepare and furnish,  at its own  expense,  to the
          Placement  Agents,  either  amendments  or  supplements  to the  Final
          Memorandum  so that  the  statements  in the  Final  Memorandum  as so
          amended or  supplemented  will not, in the light of the  circumstances
          when the Final  Memorandum is delivered to a purchaser,  be misleading
          or so that the Final Memorandum,  as so amended or supplemented,  will
          comply with applicable law.

               (d) To endeavor to qualify the Notes for offer and sale under the
          securities  or Blue Sky laws of such  jurisdictions  as the  Placement
          Agents shall reasonably  request;  PROVIDED THAT in no event shall the
          Company be obligated to qualify to do business in any  jurisdiction in
          which it is not now so  qualified  or to take any action  which  would
          subject it to taxation in any  jurisdiction  in which it is not now so
          subject or to service  or process in suits,  other than those  arising
          out of the offering or sale of the Notes in any  jurisdiction in which
          it is not now so subject.

               (e)  Whether  or  not  the  transactions   contemplated  in  this
          Agreement are  consummated or this Agreement is terminated,  to pay or
          cause to be paid all reasonable


                                       10

<PAGE>


          expenses  incident to the  performance of its  obligations  under this
          Agreement, including: (i) the preparation of each Final Memorandum and
          all amendments and supplements thereto, (ii) the preparation, issuance
          and  delivery of the Notes,  (iii) the fees and  disbursements  of the
          Company's  counsel and  accountants  and the Trustee and its  counsel,
          (iv) the qualification of such Notes under securities or Blue Sky laws
          in accordance  with the provisions of Section 6(d),  including  filing
          fees and the fees and  disbursements  of one counsel for the Placement
          Agents in connection  therewith and in connection with the preparation
          of any Blue Sky or legal  investment  memoranda,  (v) the printing and
          delivery to the Placement  Agents in quantities as hereinabove  stated
          of copies of the each  Memorandum  and any  amendments or  supplements
          thereto,  (vi)  any  fees  charged  by  rating  agencies,   (vii)  all
          reasonable  document production charges and expenses of one counsel to
          the Placement  Agents (but not including  their fees for  professional
          services) in connection with the preparation of this Agreement, (viii)
          the  fees  and  expenses,  if any,  incurred  in  connection  with the
          admission of such Notes for trading in the Private Offerings,  Resales
          and Trading through Automatic Linkages  ("PORTAL") Market or any other
          appropriate market system,  (ix) the costs and expenses of the Company
          relating to investor  presentations  on any "road show"  undertaken in
          connection with the marketing of the offering,  whether by traditional
          or  electronic  means,   including,   without   limitation,   expenses
          associated with the production of road show slides and graphics,  fees
          and expenses of any  consultants  engaged in connection  with the road
          show presentations with the prior approval of the Company,  travel and
          lodging  expenses of the  representatives  and officers of the Company
          and any such  consultants,  and the cost of any aircraft  chartered in
          connection  with the road show with the prior approval of the Company,
          and (x) such  other  reasonable  costs and  expenses  incident  to the
          performance  of the  obligations  of the Company  hereunder  for which
          provision is not  otherwise  made in this Section.  It is  understood,
          however,  that  except  as  provided  in this  Section,  Section 8 and
          Section  11,  the  Placement  Agents  will pay all of their  costs and
          expenses,  including fees and disbursements of their counsel, transfer
          taxes  payable  on  resale  of  any of  the  Notes  by  them  and  any
          advertising expenses connected with any offers they may make.

               (f) Neither the Company nor any  Affiliate  will sell,  offer for
          sale or solicit offers to buy or otherwise negotiate in respect of any
          security (as defined in the Securities  Act) which would be integrated
          with  the  sale of the  Notes  in a manner  which  would  require  the
          registration under the Securities Act of such Notes.

               (g) Neither the Company nor any Subsidiary will solicit any offer
          to buy or  offer or sell  the  Notes  by means of any form of  general
          solicitation or general advertising (within the meaning of Rule 502(c)
          under the Securities Act) or in any manner involving a public offering
          within the meaning of Section 4(2) of the  Securities  Act,  except as
          may be contemplated by the Registration Rights Agreement.

               (h) While any of the Notes remain "restricted  securities" within
          the meaning of Rule 144 under the Securities  Act, to make  available,
          upon request, to any seller of


                                       11

<PAGE>

          such Notes the  information  specified  in Rule  144A(d)(4)  under the
          Securities  Act,  unless  the  Company  is  then  subject  to  and  in
          compliance with Section 13 or 15(d) of the Exchange Act.

               (i)  Except as may be  contemplated  by the  Registration  Rights
          Agreement, none of the Company, its Affiliates or any person acting on
          its or their behalf (other than the  Placement  Agents) will engage in
          any directed selling efforts (as that term is defined in Regulation S)
          with respect to the Notes and the Company and its  Affiliates and each
          person acting on its or their behalf (other than the Placement Agents)
          will comply with the offering restrictions of Regulation S.

               (j) To  refuse,  and to cause the  Trustee or the  registrar  and
          transfer  agent,  as the case  may be,  to  refuse,  to  register  any
          transfer of the Notes sold  pursuant to  Regulation S if such transfer
          is not made in accordance  with the provisions of Regulation S and the
          Indenture.

               (k) To use its reasonable  best efforts to permit the Notes to be
          designated   PORTAL  securities  in  accordance  with  the  rules  and
          regulations adopted by the National Association of Securities Dealers,
          Inc. relating to trading in the PORTAL Market.

               (l) The  Company  shall  not,  and shall use its best  efforts to
          cause its  Affiliates  not to,  purchase  and then resell or otherwise
          transfer any Notes.

               (m) It will use  reasonable  best efforts to permit the inclusion
          of the Notes in the regulated  unofficial market  (Freiverkehr) on the
          Frankfurt Stock Exchange, or another European Stock Market, within six
          months after the Closing Date.

     7. OFFERING OF NOTES;  RESTRICTIONS ON TRANSFER.  (a) Each Placement Agent,
severally and not jointly,  represents and warrants that such Placement Agent is
a qualified institutional buyer as defined in Rule 144A under the Securities Act
(a "QIB").  Each  Placement  Agent  agrees with the Company that (i) it will not
solicit offers for, or offer or sell, Notes by any form of general  solicitation
or  general  advertising  (as  those  terms  are used in Rule  502(c)  under the
Securities Act) or in any manner  involving a public offering within the meaning
of Section 4(2) of the  Securities Act and (ii) it will solicit offers for Notes
only  from,  and will  offer such  Notes  only to,  persons  that it  reasonably
believes to be (A) in the case of offers  inside the United  States,  other QIBs
and (B) in the case of offers outside the United  States,  to persons other than
U.S. persons  ("foreign  purchasers,"  which term shall include dealers or other
professional  fiduciaries in the United States acting on a  discretionary  basis
for foreign  beneficial owners (other than an estate or trust)) in reliance upon
Regulation S under the  Securities  Act that, in each case,  in purchasing  such
Notes are deemed to have represented and agreed as provided in either Memorandum
under the caption "Transfer Restrictions."


                                       12

<PAGE>

               (b) Each Placement Agent, severally and not jointly,  represents,
          warrants,  and agrees  with  respect to offers and sales  outside  the
          United States that:

                  (i) it understands that no action has been or will be taken in
         any  jurisdiction by the Company that would permit a public offering of
         the Notes, or possession or distribution of the Final Memorandum or any
         other  offering or  publicity  material  relating to the Notes,  in any
         country or jurisdiction where action for that purpose is required;

                  (ii) such Placement Agent will comply with all applicable laws
         and  regulations  in each  jurisdiction  in which it acquires,  offers,
         sells or delivers  Notes or has in its  possession or  distributes  the
         Final  Memorandum or any such other  material,  in all cases at its own
         expense;

                  (iii) the Notes have not been registered  under the Securities
         Act and may not be offered or sold  within the United  States or to, or
         for the account or benefit of, U.S.  persons except in accordance  with
         Rule 144A or  outside  the United  States or to, or for the  account or
         benefit of,  non-U.S.  persons except in accordance  with  Regulation S
         under the  Securities  Act, or pursuant to another  exemption  from the
         registration requirements of the Securities Act;

                  (iv) such Placement Agent has offered the Notes and will offer
         and sell the  Notes (A) as part of their  distribution  at any time and
         (B) otherwise until 40 days after the later of the  commencement of the
         offering  and the Closing  Date,  only in  accordance  with Rule 903 of
         Regulation S or as otherwise  permitted in Section  7(a);  accordingly,
         neither such Placement  Agent, its Affiliates nor any persons acting on
         its or their behalf have engaged or will engage in any directed selling
         efforts (within the meaning of Regulation S) with respect to the Notes,
         and any such Placement  Agent, its Affiliates and any such persons have
         complied and will comply with the offering restrictions  requirement of
         Regulation S;

                  (v) such  Placement  Agent  has (A) not  offered  or sold and,
         prior to the date six months after the Closing Date,  will not offer or
         sell any Notes to persons in the United Kingdom except to persons whose
         ordinary  activities  involve them in acquiring,  holding,  managing or
         disposing of  investments  (as  principal or agent) for the purposes of
         their businesses or otherwise in circumstances  which have not resulted
         and will not  result in an offer to the  public in the  United  Kingdom
         within the meaning of the Public Offers of Securities Regulations 1995;
         (B)  complied  and will comply with all  applicable  provisions  of the
         Financial  Services  Act 1996 with  respect to  anything  done by it in
         relation  to the Notes  in,  from or  otherwise  involving  the  United
         Kingdom;  and (C) only  issued or passed on and will only issue or pass
         on in the United Kingdom any document received by it in connection with
         the  issue  of the  Notes  to a person  who is of a kind  described  in
         Article   11(3)  of  the  Financial   Services  Act  1986   (Investment
         Advertisements) (Exemptions)


                                       13
<PAGE>


     Order 1996, or is a person to whom such document may otherwise  lawfully be
issued or passed on;

                  (vi) such Placement Agent  understands that the Notes have not
         been and will not be registered  under the  Securities and Exchange Law
         of Japan,  and  represents  that it has not offered or sold, and agrees
         that it will not offer or sell,  any Notes  directly or  indirectly  in
         Japan or for the account of any resident thereof except pursuant to any
         exemption  from the  registration  requirements  of the  Securities and
         Exchange  Law of Japan and  otherwise  in  compliance  with  applicable
         provisions of Japanese law; and

                  (vii)  such  Placement  Agent  agrees  that,  at or  prior  to
         confirmation  of  sales  of the  Notes,  it  will  have  sent  to  each
         distributor,  dealer or person receiving a selling  concession,  fee or
         other  remuneration  that purchases Notes from it during the restricted
         period a confirmation or notice to substantially the following effect:

                           "The Notes  covered  hereby have not been  registered
                  under the U.S.  Securities Act of 1933 (the "Securities  Act")
                  and may not be offered  and sold  within the United  States or
                  to, or for the account or benefit of, U.S. persons (i) as part
                  of their  distribution  at any time or (ii) otherwise until 40
                  days after the later of the  commencement  of the offering and
                  the Closing  Date,  except in either case in  accordance  with
                  Regulation S (or Rule 144A if available)  under the Securities
                  Act.  Terms  used  above  have  the  meaning  given to them by
                  Regulation S."

     Terms  used in  this  Section  7(b)  have  the  meanings  given  to them by
Regulation S.

     8. INDEMNIFICATION AND CONTRIBUTION.

                  (a) The Company  agrees to indemnify  and hold  harmless  each
Placement  Agent,  and each person,  if any, who controls such  Placement  Agent
within the meaning of either  Section 15 of the  Securities Act or Section 20 of
the  Exchange  Act from and  against  any and all  losses,  claims,  damages and
liabilities  (including,   without  limitation,  any  legal  or  other  expenses
reasonably  incurred in  connection  with  defending or  investigating  any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in each  Memorandum (as amended or  supplemented  if the
Company shall have furnished any amendments or supplements  thereto),  or caused
by any omission or alleged  omission to state therein a material fact  necessary
to make the statements  therein,  in the light of the circumstances  under which
they were made, not misleading;  PROVIDED, HOWEVER, that the Company will not be
liable in any such case to the  extent,  but only to the  extent,  that any such
losses,  claims,  damages or liabilities are caused by any such untrue statement
or omission or alleged  untrue  statement  or  omission  based upon  information
relating  to the  Placement  Agents  furnished  to the Company in writing by the
Placement Agents expressly for use therein.


                                       14

<PAGE>

                  (b) Each Placement Agent agrees, severally and not jointly, to
indemnify and hold harmless the Company,  its  directors,  its officers and each
person, if any, who controls the Company within the meaning of either Section 15
of the  Securities  Act or Section 20 of the  Exchange Act to the same extent as
the foregoing  indemnity from the Company to such Placement Agent, but only with
reference  to  information  relating to such  Placement  Agent  furnished to the
Company  in  writing  by  such  Placement  Agent  expressly  for  use in  either
Memorandum or any amendments or supplements thereto.

                  (c)  In  case  any  proceeding   (including  any  governmental
investigation)  shall be  instituted  involving  any  person in respect of which
indemnity  may be sought  pursuant to any  provision  of Section 8(a) or Section
8(b),  such person (the  "INDEMNIFIED  PARTY") shall promptly  notify the person
against whom such indemnity may be sought (the "INDEMNIFYING  PARTY") in writing
(but the  failure to so notify an  indemnifying  party shall not relieve it from
any liability  which it may have under this Section 8, except to the extent that
it has been  prejudiced  in any material  respect by such  failure,  or from any
liability it may otherwise have) and the indemnifying party, upon request of the
indemnified  party,   shall  retain  counsel  reasonably   satisfactory  to  the
indemnified  party  to  represent  the  indemnified  party  and any  others  the
indemnifying  party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  indemnified  party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  indemnified  party unless (i) the  indemnifying  party and the indemnified
party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the indemnifying  party
shall  not,  in  respect  of the  legal  expenses  of any  indemnified  party in
connection with any proceeding or related  proceedings in the same jurisdiction,
be liable for the  reasonable  fees and expenses of more than one separate  firm
(in addition to any local counsel) for all such indemnified parties and that all
such fees and expenses shall be reimbursed as they are incurred. Such firm shall
be designated in writing by Morgan  Stanley & Co.  International  Limited in the
case of parties  indemnified  pursuant to Section 8(a) and by the Company in the
case of parties  indemnified  pursuant to Section 8(b). The  indemnifying  party
shall not be liable for any  settlement of any proceeding  effected  without its
written  consent,  but if  settled  with  such  consent  or if  there be a final
judgment for the  plaintiff,  the  indemnifying  party  agrees to indemnify  the
indemnified  party  from and  against  any loss or  liability  by reason of such
settlement or judgment.  Notwithstanding the foregoing sentence,  if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this  paragraph,  the  indemnifying  party agrees that it
shall be liable  for any  settlement  of any  proceeding  effected  without  its
written  consent if (i) such  settlement is entered into more than 60 days after
receipt  by such  indemnifying  party of the  aforesaid  request  and (ii)  such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such  settlement.  No indemnifying  party
shall, without the prior written consent of the indemnified

                                       15

<PAGE>

party, which consent may not be unreasonably withheld,  effect any settlement of
any pending or threatened  proceeding in respect of which any indemnified  party
is or could have been a party and  indemnity  could have been  sought  hereunder
(whether or not any  indemnified  party is an actual or potential  party to such
proceeding)  by such  indemnified  party,  unless  such  settlement  includes an
unconditional  release of such  indemnified  party from all  liability on claims
that are the subject matter of such proceeding.

                  (d) To the  extent  the  indemnification  provided  for in any
provision of Section 8(a) or Section 8(b) is unavailable to an indemnified party
or  insufficient  in  respect of any  losses,  claims,  damages  or  liabilities
referred to therein, then each indemnifying party under such section, in lieu of
indemnifying such indemnified  party thereunder,  shall contribute to the amount
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages or liabilities  (i) in such  proportion as is appropriate to reflect the
relative  benefits  received by the Company,  on the one hand, and the Placement
Agents,  on the other hand,  from the  offering  of such  Notes,  or (ii) if the
allocation  provided by clause 8(d)(i) above is not permitted by applicable law,
in such  proportion as is appropriate to reflect not only the relative  benefits
referred to in clause  8(d)(i) above but also the relative  fault of the Company
and the Placement  Agents in connection  with the  statements or omissions  that
resulted in such losses,  claims,  damages or liabilities,  as well as any other
relevant  equitable  considerations.  The  relative  benefits  received  by  the
Company,  on the one hand,  and the  Placement  Agents,  on the other  hand,  in
connection  with the  offering  of the  Notes  shall be deemed to be in the same
respective  proportions  as the net proceeds from the offering of the Notes (net
of discounts and  commissions  but before  deducting  expenses)  received by the
Company and the total discounts and commissions received by the Placement Agents
in respect  thereof  bear to the  aggregate  offering  price of the  Notes.  The
relative fault of the Company, on the one hand, and the Placement Agents, on the
other hand, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Placement Agents and the parties' relative intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The Placement  Agents'  respective  obligations  to contribute  pursuant to this
Section 8 are several in proportion to the respective  principal amount of Notes
they have purchased hereunder, and not joint.

                  (e) The Company and the  Placement  Agents agree that it would
not be just or  equitable  if  contribution  pursuant  to  this  Section  8 were
determined by PRO RATA allocation or by any other method of allocation that does
not take account of the  equitable  considerations  referred to in Section 8(d).
The amount  paid or payable by an  indemnified  party as a result of the losses,
claims,  damages  and  liabilities  referred  to in Section  8(d) above shall be
deemed to include,  subject to the  limitations  set forth  above,  any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating  or  defending  any such  action  or  claim.  Notwithstanding  the
provisions  of this  Section 8, the  Placement  Agents  shall not be required to
contribute  any amount in excess of the amount by which the total price at which
the Notes resold

                                       16

<PAGE>

by it in the initial  placement of such Notes were offered to investors  exceeds
the amount of any damages that such Placement  Agent has otherwise been required
to pay by reason of such  untrue or alleged  untrue  statement  or  omission  or
alleged omission. No person guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation. The remedies provided for in this Section 8 are not exclusive
and shall not limit any rights or remedies  which may  otherwise be available to
any indemnified party at law or in equity.

                  (f) The indemnity  and  contribution  provisions  contained in
this Section 8 and the  representations,  warranties and other statements of the
Company contained in this Agreement shall remain operative and in full force and
effect   regardless  of  (i)  any  termination  of  this  Agreement,   (ii)  any
investigation  made  by or on  behalf  of any  Placement  Agent  or  any  person
controlling any Placement Agent or by or on behalf of the Company, or any of its
officers  or  directors  or  any  person  controlling  the  Company,  and  (iii)
acceptance of and payment for any of the Notes.

     9.  TERMINATION.  This Agreement  shall be subject to termination by notice
given by the  Placement  Agents to the Company,  if (a) after the  execution and
delivery of this  Agreement and prior to the Closing Date (i) trading  generally
shall have been  suspended or  materially  limited on or by, as the case may be,
any of the New York Stock Exchange,  the American Stock  Exchange,  the National
Association of Securities Dealers,  Inc., the Chicago Board of Options Exchange,
the Chicago  Mercantile  Exchange or the Chicago Board of Trade, (ii) trading of
any  securities of the Company  shall have been  suspended on any exchange or in
any  over-the-counter  market,  (iii) a general moratorium on commercial banking
activities  in New York shall have been  declared by either  Federal or New York
State  authorities  or (iv) there shall have occurred any outbreak or escalation
of  hostilities  or any change in  financial  markets or any  calamity or crisis
that,  in your  judgment,  is material and adverse and (b) in the case of any of
the events  specified in clauses  9(a)(i) through  9(a)(iv)  above,  such event,
singly  or  together  with any other  such  event,  makes it, in your  judgment,
impracticable to market the Notes on the terms and in the manner contemplated in
the Final Memorandum.

     10. EFFECTIVENESS; DEFAULTING PLACEMENT AGENTS. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

     If, on the Closing Date, any one or more of the Placement Agents shall fail
or refuse to purchase Notes that it or they have agreed to purchase hereunder on
such date,  and the aggregate  principal  amount of Notes which such  defaulting
Placement Agent or Placement  Agents agreed but failed or refused to purchase is
not  more  than  one-tenth  of the  aggregate  principal  amount  of Notes to be
purchased on such date, the other Placement Agents shall be obligated  severally
in the proportions  that the principal  amount of Notes set forth opposite their
respective names in Schedule I bears to the aggregate  principal amount of Notes
set forth opposite the names of all such non-defaulting  Placement Agents, or in
such other  proportions  as you may  specify,  to purchase  the Notes which such
defaulting Placement Agent or Placement

                                       17

<PAGE>

Agents  agreed but failed or refused to purchase on such date;  PROVIDED that in
no event shall the principal amount of Notes that any Placement Agent has agreed
to purchase pursuant to this Agreement be increased  pursuant to this Section 10
by an amount in excess of one-ninth of such  principal  amount of Notes  without
the  written  consent of such  Placement  Agent.  If, on the Closing  Date,  any
Placement Agent or Placement Agents shall fail or refuse to purchase Notes which
it or they have  agreed to  purchase  hereunder  on such date and the  aggregate
principal amount of Notes with respect to which such default occurs is more than
one-tenth  of the  aggregate  principal  amount of Notes to be purchased on such
date, and  arrangements  satisfactory to you and the Company for the purchase of
such Notes are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Placement Agent or
of the Company.  In any such case either you or the Company shall have the right
to postpone  the Closing  Date,  but in no event for longer than seven days,  in
order that the required changes, if any, in the Final Memorandum or in any other
documents or arrangements may be effected. Any action taken under this paragraph
shall not relieve any  defaulting  Placement  Agent from liability in respect of
any default of such Placement Agent under this Agreement.

     If this Agreement  shall be terminated by the Placement  Agents,  or any of
them,  because of any  failure  or refusal on the part of the  Company to comply
with the terms or to fulfill any of the conditions of this Agreement,  or if for
any reason the  Company  shall be unable to perform its  obligations  under this
Agreement  (other  than by reason of a breach  of this  Agreement  by any of the
Placement  Agents),  the Company  will  reimburse  the  Placement  Agent or such
Placement   Agents  as  have  so  terminated  this  Agreement  with  respect  to
themselves,  severally,  for all out-of-pocket  expenses (including the fees and
disbursements  of its counsel)  reasonably  incurred by such Placement Agents in
connection with this Agreement or the offering contemplated hereunder.

     11. NOTICES. All notices and other communications  required or permitted to
be given  under this  Agreement  shall be in writing and shall be deemed to have
been duly given if delivered personally to the parties hereto as follows:

                     (a)      If to the Placement Agents:

                              Morgan Stanley & Co. International Limited
                              25 Cabot Square
                              Canary Wharf
                              London E14 4QA
                              England
                      Attention: High Yield Capital Markets


                                       18

<PAGE>


                      (b)      If to the Company:

                               Viatel, Inc.
                               685 Third Avenue
                               New York, New York  10017
                               Attention:    James P. Prenetta
                                             Senior Vice President and General
                                              Counsel

                               with a copy to:

                               Kelley Drye & Warren LLP
                               101 Park Avenue
                               New York, New York  10178
                               Attention:    Patricia M. Lee

     12.   COUNTERPARTS.   This  Agreement  may  be  signed  in  any  number  of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     13.  APPLICABLE  LAW. This Agreement  shall be governed by and construed in
accordance with the internal laws of the State of New York.

     14.  HEADINGS.  The  headings of the sections of this  Agreement  have been
inserted for  convenience  of  reference  only and shall not be deemed a part of
this Agreement.

             [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


<PAGE>


     Please  confirm  your  agreement  to the  foregoing by signing in the space
provided  below for that purpose and  returning  to us a copy hereof,  whereupon
this Agreement shall constitute a binding agreement between Viatel, Inc. and the
Placement Agents.

                                              Very truly yours,


                                              VIATEL, INC.

                                              By: /s/ Allan L. Shaw
                                                 -----------------------
                                                 Name:  Allan L. Shaw
                                                 Title: Chief Financial Officer






<PAGE>

Agreed, April       , 2000

MORGAN STANLEY & CO. INTERNATIONAL LIMITED
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION

Acting severally on behalf of the Placement Agents
named in Schedule I hereto

By:  Morgan Stanley & Co. International Limited



By:  /s/ Alan Jones
     ______________________________
     Name:  Alan Jones
     Title: Managing Director




<PAGE>


                                                                      SCHEDULE I


                                                       Principal Amount of Notes
               Placement Agent                                   to Be Purchased
--------------------------------------------------------------------------------
Morgan Stanley & Co.  International Limited . . . . .          Euro  240,000,000
Chase Securities Inc. . . . . . . . . . . . . . . . .          Euro   30,000,000
Credit Suisse First Boston Corporation . . . . . . .           Euro   30,000,000
         Total: . . . . . . . . . . . . . . . . . . .          Euro  300,000,000


<PAGE>



                                                                       EXHIBIT A

                       FORM OF REGISTRATION RIGHTS AGREEMENT





<PAGE>



                                                                       EXHIBIT B

                            SUBSIDIARIES OF VIATEL, INC.

                                                   Jurisdiction of Incorporation
United States Subsidiary                 or Organization/ Foreign Qualifications
------------------------                 ---------------------------------------

Destia.com, Inc.                                     Delaware
Destia Communications, Inc.                          Delaware, NY
Off the Mall Advertising Inc.                        Delaware
Viatel Argentina Holdings, Inc.                      Delaware
Viatel Argentina Management, Inc.                    Delaware
Viatel Brazil Holdings, Inc.                         Delaware
Viatel Brazil Management, Inc.                       Delaware
Viatel Cable Assets Inc.                             Delaware
Viatel Circe Cable System, Limited                   Delaware
Viatel Columbia Management, Inc.                     Delaware
Viatel Development Company                           Delaware, TX
Viatel Finance Company L.L.C.                        Delaware
Viatel Finland, Inc.                                 Delaware
Viatel Finland, Inc.                                 Delaware
Viatel Global Communications, Ltd.                   Delaware
Viatel Nebraska, Inc.                                Delaware
Viatel New Jersey, Inc.                              DE, NJ
Viatel Sales U.S.A., Inc.                            DE, IN, CA, IL, CO
Viatel Services, Inc.                                All States
Viatel Sweden, Inc.                                  Delaware
Viatel Virginia, Inc.                                Delaware
VYTL LLC                                             Delaware (pending)
Voicenet Corporation                                 New York
YYC Communications, Inc.                             DE, NY


<PAGE>



Name of Foreign Subsidiary                           Country
--------------------------                           -------

Econophone GmbH                                      Austria

CallBvBa                                             Belgium
Econophone NV                                        Belgium
Viaphone NV/SA                                       Belgium
Viatel Belgium S.A./N.V                              Belgium

Destia Communications Canada Inc.                    Canada

Viacol Ltda.                                         Columbia

Destia Communications SA                             France
Viatel Operations S.A.                               France
Viatel S.A.                                          France
VPN S.A.R.L.                                         France

Econophone GmbH                                      Germany
Teleriffic Global Communications GmbH                Germany
Viatel Communcations Gmbh                            Germany
(Formerly Viaphone GmbH
Viatel GmbH                                          Germany
Viatel German Asset GmbH                             Germany
Viatel Global Communications GmbH                    Germany
ViCaMe Infrastructure Development GmbH               Germany

Econophone (Hellas), SA                              Greece

Call the World                                       Ireland
Destia Communications                                Ireland
Destia Communications Services, Ltd.                 Ireland

Viatel Global Communications S.p.A.                  Italy
Viatel S.R.L.                                        Italy

Econophone Netherlands B.V.                          Netherlands
Strijk B.V.                                          Netherlands
Viafoperations Communications B.V.                   Netherlands
Viatel Global Communications B.V.                    Netherlands

Viatel European Holding S.R.L.                       Spain
Viafon Dat Iberica, S.A.                             Spain
Viatel Global Communications Espana S.A.             Spain





<PAGE>

Name of Foreign Subsidiary                           Country
--------------------------                           -------

Econophone AG                                       Switzerland
Econophone Services GmbH                            Switzerland
Phonecentre GmbH                                    Switzerland
Viaphone AG                                         Switzerland
Viatel AG                                           Switzerland

Amber Hold, Limited                                 United Kingdom
America 1st Limited                                 United Kingdom
Destia Communications, Limited                      United Kingdom
Destia Communications Holdings, Limited             United Kingdom
Destia Network Services Limited                     United Kingdom
Econophone, Limited                                 United Kingdom
Network Managed Services Limited                    United Kingdom
Viatel Communications U.K. Limited                  United Kingdom(in formation)
Viatel Austria, Limited                             United Kingdom
Viatel Belgium Limited                              United Kingdom
Viatel Cable Assets Limited                         United Kingdom
Viatel Communications Limited                       United Kingdom
Viatel (I) Limited                                  United Kingdom
Viatel Spain Limited                                United Kingdom
Viatel U.K. Limited                                 United Kingdom
Viatel Global Communications (UK) Limited           United Kingdom
Viatel Cables Limited                               United Kingdom
Viatel Holdings (UK) Limited                        United Kingdom
WaveTech, Limited                                   United Kingdom
WaveTech Network Services Limited                   United Kingdom

                                                 * * * * * * * * *


<PAGE>

                                                                       EXHIBIT C

                                       FINAL MEMORANDUM,
                                     DATED APRIL 14, 2000


<PAGE>

                                                                       EXHIBIT D

                               FORM OF OPINION OF
                            KELLEY DRYE & WARREN LLP

                  Pursuant to Section 5(d) of the  Placement  Agreement,  Kelley
Drye & Warren LLP shall deliver an opinion to the effect that:

               (A)  the  Company  has  been  duly  incorporated  and is  validly
          existing as a corporation in good standing under the laws of the State
          of Delaware with full corporate  power and corporate  authority to own
          its  properties  and to conduct its business as described in the Final
          Memorandum  (references  herein to the Final Memorandum being taken to
          mean the same, as amended or  supplemented),  and is duly qualified to
          transact business as a foreign  corporation and is in good standing in
          each  jurisdiction  in  which  the  conduct  of  its  business  or its
          ownership or leasing of property requires such  qualification,  except
          to the  extent  that  the  failure  to be so  qualified  or be in good
          standing  would not have a Material  Adverse Effect on the Company and
          its Subsidiaries, taken as a whole;

               (B) the Company has all necessary  corporate power and authority,
          and has taken all  necessary  corporate  action,  to duly and  validly
          authorize the issuance and sale of the Notes, the execution,  delivery
          and  performance  of,  and  the   consummation  of  the   transactions
          contemplated  in, this Agreement,  the Indenture and the  Registration
          Rights  Agreement (such documents shall,  hereinafter,  be referred to
          collectively  as, the  "Transaction  Documents" and such  transactions
          shall, hereinafter,  be referred to collectively as, the "Contemplated
          Transactions"),  and no other corporate proceedings by the Company are
          necessary to authorize  the  execution  and delivery by the Company of
          the  Transaction  Documents or the  performance  by the Company of the
          Contemplated Transactions;

               (C) the Placement  Agreement has been duly  authorized,  executed
          and delivered by the Company;

               (D) the Notes have been duly authorized,  executed, and issued by
          the Company and, assuming due authentication thereof by the Trustee in
          accordance  with the  terms of the  Indenture  and  upon  payment  and
          delivery in accordance with the terms of the Placement Agreement, will
          (x) constitute  valid and legally  binding  obligations of the Company
          enforceable against the Company in accordance with their terms, except
          as the enforceability thereof may be limited by applicable bankruptcy,
          insolvency,  fraudulent  conveyance,  reorganization,  moratorium  and
          other similar laws affecting creditors' rights generally and equitable
          principles  (whether  considered  in a proceeding in equity or at law)
          and  (y)  be  entitled  to  the  benefits  of the  Indenture  and  the
          Registration Rights Agreement;


<PAGE>



               (E) each of the Indenture and the  Registration  Rights Agreement
          has been duly authorized,  executed and delivered by the Company, and,
          assuming the due  authorization,  execution  and delivery by the other
          parties thereto, constitutes a valid and legally binding obligation of
          the Company,  enforceable  against the Company in accordance  with its
          terms  except as (x) the  enforceability  thereof  may be  limited  by
          bankruptcy,   insolvency,   fraudulent   conveyance,   reorganization,
          moratorium  and other  similar  state or federal  laws  affecting  the
          rights and  remedies of  creditors  generally  and  general  equitable
          principles  (whether  considered in a proceeding in equity or at law),
          (y)  rights to  indemnification  and  contribution  may be  limited by
          public policy and (z) provisions of the Indenture,  if any,  requiring
          any waiver of stay or extension  laws,  diligent  performance or other
          acts on the part of the Trustee may be unenforceable  under principles
          of public policy;

               (F)  neither  the  execution,  delivery  nor  performance  by the
          Company of its  obligations  under the  Transaction  Documents nor the
          issuance,  sale and  delivery  of the Notes in  accordance  with their
          terms  will  contravene  (i) the DGCL or any U.S.  federal or New York
          State law, statute,  ordinance,  rule, regulation,  judgment, order or
          decree  applicable to the Company or any of its assets or  properties,
          whether owned or leased,  (ii) the  Certificate  of  Incorporation  or
          By-laws  of the  Company,  (iii)  any  agreement  or other  instrument
          binding upon the Company or any of its  Subsidiaries  that is material
          to the Company  and its  Subsidiaries,  taken as a whole,  or (iv) any
          judgment,  order or decree of any governmental  body,  agency or court
          having jurisdiction over the Company or any Subsidiary, except, in the
          case of clauses (i),  (iii) and (iv),  for such  contraventions  which
          would  not have a  Material  Adverse  Effect  on the  Company  and its
          Subsidiaries,  taken as a whole and,  except as may be required  under
          applicable  state  securities  or Blue Sky laws,  and  except  for the
          filing  of  registration  statements  under  the  Securities  Act  and
          qualification  of the  Indenture  under  the  Trust  Indenture  Act in
          connection  with  the  Registration  Rights  Agreement,   no  consent,
          approval,  authorization or order of, or qualification  with, any U.S.
          federal or New York or Delaware state  governmental  body or agency is
          required for the performance by the Company of its  obligations  under
          the Transaction Documents;

               (G) to the best  knowledge of such counsel,  there is no legal or
          governmental  proceeding,  now  pending  or  threatened,  to which the
          Company or any of its  Subsidiaries  is a party or to which any of the
          properties  of the  Company  or any of its  Subsidiaries  is or may be
          subject that is required to be disclosed in the Final  Memorandum  and
          that is not so  disclosed,  or which could  reasonably  be expected to
          have a Material  Adverse  Effect on the Company and its  Subsidiaries,
          taken as a whole,  or on the  ability of the  Company  to perform  its
          obligations  under the  Transaction  Documents  or to  consummate  the
          transactions contemplated by the Final Memorandum;

               (H) the Company is not, and after  giving  effect to the offering
          and sale of the Notes and the  application of the proceeds  thereof as
          described in the Final Memorandum,

<PAGE>

          will not be an "investment company" as such  term  is defined  in  the
          Investment Company Act of 1940, as amended;

               (I) the  statements  in the Final  Memorandum  under the captions
          "Business   --   Legal    Proceedings,"    "Description   of   Certain
          Indebtedness,"  "Description  of the Notes,"  "Private  Placement" and
          "Transfer  Restrictions,"  in each  case  insofar  as such  statements
          constitute  summaries of the legal  matters,  documents or proceedings
          referred  to therein,  constitute  accurate  summaries  of the matters
          described therein in all material respects;

               (J) the  statements  in the Final  Memorandum  under the  caption
          "Certain  Income Tax  Considerations  -- Certain United States Federal
          Income  Tax  Considerations,"  insofar as such  statements  constitute
          summaries of certain  U.S.  federal  income tax laws and  regulations,
          constitute  accurate summaries of the matters described therein in all
          material respects;

               (K) based upon the representations, warranties, and agreements of
          the Company in the Placement  Agreement and of the Placement Agents in
          Section  7  of  the  Placement  Agreement,  it  is  not  necessary  in
          connection  with the  offer,  sale and  delivery  of the  Notes to the
          Placement  Agents under the Placement  Agreement or in connection with
          the initial  resale of such Notes by the  Placement  Agents  solely in
          accordance with Section 7 of the Placement Agreement,  to register the
          Notes under the Securities Act, it being understood that no opinion is
          expressed as to any subsequent resale of any Note; and

               (L) any  document  filed by the Company with the  Securities  and
          Exchange  Commission  and  incorporated  by  reference  in  the  Final
          Memorandum or from which  information is so incorporated by reference,
          when it was filed or became effective, as the case may be, complied as
          to  form  in  all  material  respects  with  the  requirements  of the
          Securities Act and the Exchange Act, as applicable,  and the rules and
          regulations promulgated thereunder.

                                       * * * * * * * * *


<PAGE>



                                  ATTACHMENT A

                                       TO

                    FORM OF KELLEY DRYE & WARREN LLP OPINION


     In the course of the preparation by the Company of the Final Memorandum, we
have participated in conferences with officers, directors and representatives of
the  Company,   its   independent   auditors,   officers,   directors  and  your
representatives  and  representatives  of your counsel at which  conferences the
contents of the Final Memorandum and related matters were discussed. Although we
have not  independently  verified the accuracy or completeness  of, or otherwise
verified the statements  made in the Final  Memorandum  (other than as expressly
provided  above),  nothing has come to our attention  that has led us to believe
that the  Final  Memorandum,  as of its date or the date  hereof,  contained  an
untrue  statement  of a  material  fact or  omitted  to  state a  material  fact
necessary  in  order  the  make  the  statements  therein,  in the  light of the
circumstances  under which they were made, not misleading.  Notwithstanding  the
foregoing,  we are not expressing any belief as to the financial  statements and
supporting  notes and schedules and other  financial data contained in the Final
Memorandum.




<PAGE>

                                                                       EXHIBIT E

                      FORM OF FOREIGN LOCAL COUNSEL OPINION


     (A)  [________]  (the  "Company")  has been duly  incorporated,  is validly
existing as a company  under the laws of [Name of  Country],  has the  corporate
power and authority to own its property and to conduct its business as described
in the Offering  Memorandum  of Viatel,  Inc.  dated April ___, 2000 (the "Final
Memorandum") and is duly qualified to transact  business in each jurisdiction in
which the  conduct of its  business  or its  ownership  or  leasing of  property
requires  such  qualification  (except to the extent  that the  failure to be so
qualified  would not in our view have a Material  Adverse  Effect on the Company
and its subsidiaries taken as a whole).

     (B) The Company has no subsidiaries.

     (C) The Company has all materially necessary certificates, orders, permits,
licenses,  authorizations,  consents and approvals of and from, and has made all
declarations  and  filings  with  all  relevant  governmental  authorities,  all
self-regulatory  organizations  and all relevant  courts and tribunals,  to own,
lease,  license and use its properties and assets and to conduct its business in
the manner described in the Final Memorandum, and, to the best of our knowledge,
after due  inquiry  has not  received  any  notice of  proceedings  relating  to
revocation or modification of any such certificates,  orders, permits, licenses,
authorizations, consents or approvals, nor is the Company in violation of, or in
default under, any federal,  state, local, national or regional law, regulation,
rule, decree,  order or judgment applicable to the Company, the effect of which,
singly  or in  the  aggregate,  would  have a  material  adverse  effect  on the
prospects,  condition,  financial or otherwise, or in the earnings,  business or
operations  of  the  Company,  except  as  described  herein  or  in  the  Final
Memorandum.

     (D) The statements in the Final Memorandum  under the caption  "Business --
[_______]"  are  accurate in all  material  respects  and fairly  summarize  all
matters referred to therein.

     (E) There are no  restrictions  (legal,  contractual  or  otherwise) on the
ability of the  Company to declare  and pay any  dividend or make any payment or
transfer of property or assets to its stockholders other than those described in
the Final Memorandum and such  restrictions as would not have a material adverse
effect on the prospects,  condition, financial or otherwise, or in the earnings,
business or  operations  of the Company and such  descriptions,  if any,  fairly
summarize such restrictions.

                                * * * * * * * * *



<PAGE>


                                                                       EXHIBIT G

                     FORM OF U.S. REGULATORY COUNSEL OPINION


     Pursuant to Section 5(f) of the  Placement  Agreement,  Morrison & Foerster
LLP, regulatory counsel for the Company,  shall furnish an opinion to the effect
that:

                  (A) (1) the execution and delivery of the Placement  Agreement
         by the Company and the  consummation of the  transactions  contemplated
         thereby do not violate (i) the federal  Communications  Act of 1934, as
         amended,  and  the   Telecommunications  Act  of  1996,  any  rules  or
         regulations of the Federal Communications Commission ("FCC") applicable
         to the Company (collectively, the "Communications Act"), (ii) any state
         telecommunications  law, rules or regulations  ("State Law") applicable
         to the Company, and (iii) to the best of such counsel's knowledge,  any
         decree from any court, and (2) no consent,  approval,  authorization or
         order of or  filing  with  the FCC or any  state  authority  overseeing
         telecommunications  matters  ("State  Authority")  is necessary for the
         execution  and delivery of the  Placement  Agreement by the Company and
         except  to the  extent  that  the  failure  to  obtain  such  consents,
         approvals,  authorizations or orders or to make filings with the FCC or
         any State Authority would not, individually or in the aggregate, have a
         material  adverse  effect on the  prospects,  condition  (financial  or
         otherwise)  or on the  earnings,  business or operations of the Company
         and the  subsidiaries  listed in Schedule B to the  Purchase  Agreement
         (the "Subsidiaries") taken as a whole;

                  (B) except as  indicated  in this  paragraph B, to the best of
         our  knowledge,  (1) the  Company  and its  Subsidiaries  have made all
         reports  and  filings,  and paid all fees,  required by the FCC and the
         State  Authorities,   and  have  all  certificates,   orders,  permits,
         licenses, authorizations,  consents and approvals of and from, and have
         made  all  filings  and  registrations,  with  the FCC  and  the  State
         Authorities necessary to own, lease, license and use its properties and
         assets and to conduct its respective  business in the manner  described
         in the Final Memorandum,  except for those filings, fees, and approvals
         the failure to obtain or file of which would not have material  adverse
         effect on the financial  condition,  or on the earnings,  business,  or
         operations of the Company and its  Subsidiaries,  taken as a whole; (2)
         has not received any notice of  proceedings  relating to the violation,
         revocation or modification of any such certificates,  orders,  permits,
         licenses,  authorizations,  consents or approvals, or the qualification
         or rejection of any such filing or  registration,  the effect of which,
         singly or in the aggregate, would have a material adverse effect on the
         prospects,  condition,  financial  or  otherwise,  or in the  earnings,
         business  or  operations  of the  Company,  taken as a  whole;  and (3)
         neither the  Company nor its  Subsidiaries  is in  violation  of, or in
         default  under,  the  Communications  Act or State  Law,  the effect of
         which, singly or in the aggregate, would have a material adverse effect
         on  the  prospects,  condition,  financial  or  otherwise,  or  in  the
         earnings,  business or operations of the Company and its  Subsidiaries,
         taken as a whole;


<PAGE>


                  (C) to the best of such counsel's  knowledge after due inquiry
         (i) no  adverse  judgment,  decree  or  order  of the FCC or any  State
         Authority has been issued against the Company or its  Subsidiaries  and
         (ii) no  litigation,  proceeding,  inquiry  or  investigation  has been
         commenced or threatened against the Company or its Subsidiaries  before
         or by the FCC or any State Authority which, if decided adversely to the
         interests  of the  Company  or its  Subsidiaries  would have a material
         adverse effect on the Company and its  Subsidiaries,  taken as a whole;
         and

                  (D) the statements in the Final  Memorandum under the captions
         "Risk Factors -- Competition," "Risk Factors -- Substantial  Government
         Regulation," and "Business -- Government  Regulation,"  insofar as such
         statements  constitute  a summary of the legal  matters,  documents  or
         proceedings  of  the  FCC  and  State   Authorities   with  respect  to
         telecommunications regulation referred to therein, fairly summarize the
         matters referred to therein.

                                * * * * * * * * *