SECOND AMENDMENT
                        TO THE THIRD AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                  COMPLETEL LLC

         This Second Amendment to the Third Amended and Restated Limited
Liability Company Agreement of CompleTel LLC (the "Company") is made as of
November 27, 2000 (this "Second Amendment"), by and among the Company and the
other Persons listed on the signature pages hereto (the "Parties").

         Whereas the Parties, as members of the Company, are party to a Third
Amended and Restated Limited Liability Company Agreement dated as of November
23, 1999, as amended by the First Omnibus Amendment dated as of March 24, 2000,
governing the affairs and conduct of the business of the Company (as amended the
"LLC Agreement"). Capitalized terms used herein and not otherwise defined have
the meanings given in the LLC Agreement.

         Whereas, prior to the date hereof, the Company issued Units to its
members, which Units represent indirect beneficial ownership interests in shares
of CompleTel Europe N.V. ("Europe NV") indirectly owned by the Company through
its wholly owned subsidiary CompleTel (N.A.) N.V.

         Whereas, the Company and the Parties, who collectively represent the
Required Vote, now desire to amend the LLC Agreement to permit holders of Units
to receive in a tax efficient manner Europe NV shares beneficially owned as set
forth herein.

         NOW THEREFORE, in consideration of the mutual promises made herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

         Section 1.        Amendments.

                  1.1      Section 3.1(j) of the LLC Agreement is hereby amended
         in its entirety to read as follows:

                  "3.1(j) Notwithstanding the foregoing, in the event that the
                  Company's ownership interest in any Subsidiary of the Company
                  shall consist of publicly traded securities (a "Public
                  Subsidiary"), the Company shall make a Distribution of such
                  securities to the Members (valued for such purpose at Fair
                  Market Value determined in accordance with Section 7.3) in
                  accordance with the provisions of Section 3.1, which
                  Distribution shall be effected as soon as practicable
                  following the expiration of any contractual underwriter
                  "holdback" period applicable to such securities; provided that
                  the Company will not be required to make such a Distribution
                  of publicly traded securities with respect to any Units that
                  are (i) subject to performance vesting or forfeiture under the
                  provisions of the Performance Vesting Agreement or (ii)
                  subject to time vesting under the provisions of the Executive
                  Securities Agreements, so long as such Units continue to be
                  subject to any such restrictions; further provided, however,
                  that if adequate provision shall be made to cause the vesting
                  agreements and the repurchase rights of the Company under the
                  Executive Securities Agreement to continue to apply to such
                  distributed publicly traded securities in substantially the
                  same manner as applicable to such Units, as determined by the
                  Board of Managers in its sole discretion, then such a
                  Distribution may be made upon the request of a Member with
                  respect to such Member's Units that are subject solely to time
                  vesting. The Board of Managers in its sole discretion may
                  instead permit Members that are not residents of the United
                  States ("Contributors") to contribute their fully vested units
                  and, subject to the second proviso above, their unvested units
                  subject solely to time vesting, to any Public Subsidiary that
                  will issue its publicly traded securities in consideration of
                  the contributed Units. In the event Units are contributed to a
                  Public Subsidiary as provided in the foregoing sentence, any
                  Units so contributed will not be subject to vesting and shall
                  represent the unrestricted right of the Public Subsidiary to
                  cause the Company to exchange the Units for the number of
                  publicly traded securities of such Public Subsidiary that the
                  Contributor was entitled to receive in a Distribution under
                  this Section 3.1(j). Any Distribution to a Member pursuant to
                  this Section 3.1(j) shall be treated as an advance on
                  distributions to which such Member is entitled under the
                  provisions of Section 3.1 (other than Section 3.1(b)) and
                  Section 7.2 in the order that such amounts would otherwise be
                  received."

                  1.2      Section 6.3(a) shall be amended by adding the
         following at the beginning of the first sentence:  "EXCEPT AS PROVIDED
         IN SECTION 3.1(j),"

                  1.3 Section 6.3(b) shall be amended by adding the following at
         the end of the sentence: "; provided that in the event of a transfer
         upon a contribution made pursuant to Section 3.1(j), the requirements
         of this Section 6.3(b) shall be waived solely with respect to such
         contributions."

         Section 2. Effectiveness of Amendment. Pursuant to Section 10.17 of the
LLC Agreement this Second Amendment shall be valid, binding, and effective
against all Members when it has been signed by Members constituting a Required
Vote.

         Section 3.        Miscellaneous.

                  3.1.     Counterparts.  This  Amendment may be executed in two
or more counterparts, any one of which need not contain the signatures of more
than one Party hereto, but each of which will be considered an original and all
of which taken together will constitute one and the same Amendment.

                  3.2.     Descriptive  Headings.  The descriptive  headings of
this Second  Amendment are inserted for convenience only and do not constitute a
substantive part of this Second Amendment.

                  3.3. Governing Law. All issues and questions concerning the
construction, validity, enforcement and interpretation of this Second Amendment
will be governed by, and construed in accordance with, the laws of the State of
Delaware, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Delaware.

                  3.4. Delivery by Facsimile. This Second Amendment and each
other agreement or instrument entered into in connection herewith or
contemplated hereby or thereby, and any amendments hereto or thereto, to the
extent signed and delivered by means of a facsimile machine, will be treated in
all manner and respects as an original agreement or instrument and will be
considered to have the same binding legal effect as if it were the original
signed version thereof delivered in person. At the request of any Party hereto
or to any such agreement or instrument, each other Party hereto or thereto will
reexecute original forms thereof and deliver them to all other Parties. No Party
hereto or to any such agreement or instrument will raise the use of a facsimile
machine to deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of a facsimile
machine as a defense to the formation or enforceability of a contract and each
such party forever waives any such defense.

                                     * * * *


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                  IN WITNESS WHEREOF, the Parties hereto have executed this
Second Amendment as of the date first written above.


                               COMPANY:

                               COMPLETEL, LLC

                               By    /s/James E. Dovey
                                   -----------------------------------
                                        James E. Dovey, its Chairman


                               PARTIES:

                               DEGEORGE TELCOM HOLDINGS LIMITED
                               PARTNERSHIP

                               By DeGeorge Telcom, LLC, its general partner

                               By    /s/Lawrence F. DeGeorge
                                   ---------------------------------------------
                                        Lawrence F. DeGeorge, its Manager


                               MADISON DEARBORN CAPITAL PARTNERS II, L.P.

                               By Madison Dearborn Partners II, L.P., its
                               general partner
                               By Madison Dearborn Partners, Inc., its general
                               partner

                               By    /s/Paul Finnegan
                                   ---------------------------------------------
                                        Paul Finnegan, its Managing Director


                               MERITAGE PRIVATE EQUITY FUND, L.P.

                               By Meritage Investment Partners, LLC, its general
                               partner

                               By: _____________________________________________
                                        Managing Member

                               MERITAGE PRIVATE EQUITY PARELLEL
                               FUND, L.P.

                               By Meritage Investment Partners, LLC, its general
                               partner

                               By: _____________________________________________
                                        Managing Member


                               MERITAGE ENTREPRENEURS FUND, L.P.

                               By Meritage Investment Partners, LLC, its general
                               partner

                               By: _____________________________________________
                                        Managing Member



                               -----------------------------------------------
                               James C. Allen


                               -----------------------------------------------
                               Royce J. Holland


                               -----------------------------------------------
                               George T. Laub


                               -----------------------------------------------
                               Reed E. Hundt


                               DOVEY FAMILY PARTNERS LLLP


                               By    /s/James E. Dovey
                                   ---------------------------------------------
                                        James E. Dovey, its general partner


                               DOVEY COMPANY LLC


                               By    /s/James E. Dovey
                                   ---------------------------------------------
                                        James E. Dovey, its manager



                                 /s/James E. Dovey
                               -------------------------------------------------
                               James E. Dovey


                               -----------------------------------------------
                               William H. Pearson


                               -----------------------------------------------
                               Richard N. Clevenger


                               -----------------------------------------------
                               David E. Lacey


                               HAJ PEARSON LLC


                               By  ___________________________________________
                                        William H. Pearson, its manager


                               HAJ LLC


                               By  ___________________________________________
                                        William H. Pearson, its manager


                               CLEVENGER COMPANY LLC


                               By  ___________________________________________
                                        Richard N. Clevenger, its manager


                               CLEVENGER FAMILY LLLP


                               By  ___________________________________________
                                       Richard N. Clevenger, its general partner


                               -----------------------------------------------
                               Emile Karafiol


                               -----------------------------------------------
                               William S. Kirsch


                               NORTHWESTERN UNIVERSITY


                               By  ____________________________________________

                               Its   ___________________________________________


                               SILVER CROSS INVESTORS LLC


                               By  ____________________________________________

                               Its   ___________________________________________



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