List of Annexes.............................................................. 5 PREAMBLE..................................................................... 6 1 Definitions.............................................................. 6 2 Sale and...Share Purchase Agreement • June 30th, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone)
EXECUTION VERSION AMENDMENT, dated as of January 30, 2006 (this "AMENDMENT"), to the Guarantee Agreement dated as of October 21, 2005, among Morgan Stanley & Co. Incorporated ("ISSUING LENDER"), VTL (UK) Limited ("BORROWER"), Varde Partners, Inc....Guarantee Agreement • January 31st, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.7Employment Agreement • June 30th, 2005 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • England and Wales
EXHIBIT 22 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with...Joint Filing Agreement • January 31st, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01, of Viatel Holding (Bermuda) Limited, a Bermuda corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
Exhibit 4.16 THIS SETTLEMENT known or referred to as the "VTL EMPLOYEE BENEFIT TRUST" is made the 18th day of July two thousand and five BETWEEN: (1) VIATEL HOLDING (BERMUDA) LIMITED , Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda...Settlement Agreement • June 30th, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone)
AMONGRegistration Rights Agreement • April 28th, 2004 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
ARTICLE 1 PRINCIPAL AND INTERESTNote Agreement • April 28th, 2004 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
SHAREHOLDERS AGREEMENT DATED AS OF APRIL 21, 2004Shareholder Agreement • April 28th, 2004 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
OFRegistration Rights Agreement • March 23rd, 2004 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1Guarantee • January 31st, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • England
ContractNote • January 31st, 2008 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS NOTE MAY NOT BE OFFERED, SOLD, HYPOTHECATED, GIVEN, BEQUEATHED, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, TO THE EXTENT REASONABLY REQUESTED BY THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE.
BY AND AMONGInvestment and Note Purchase Agreement • June 30th, 2005 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
AMONGGuarantee Agreement • June 30th, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
ARTICLE 1 PRINCIPAL AND INTERESTNote Agreement • June 30th, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
PRIVILEGED AND CONFIDENTIAL STRICTLY CONFIDENTIALEbt Contribution Covenant • June 30th, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • England
ContractNote Agreement • December 19th, 2007 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS NOTE MAY NOT BE OFFERED, SOLD, HYPOTHECATED, GIVEN, BEQUEATHED, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, TO THE EXTENT REASONABLY REQUESTED BY THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE.
CONTENTSNotice of Special General Meeting • March 10th, 2004 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone)
AMENDMENT NO. 4, WAIVER AND CONSENTInvestment and Note Purchase Agreement • June 29th, 2007 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
Amendment No. 4, Waiver and Consent, dated as of December 21, 2006 (this “Amendment No. 4”), relating to the Investment and Note Purchase Agreement (the “Existing Agreement”), dated as of June 23, 2005, by and among Viatel Holding (Bermuda) Limited (the “Company”) and the purchasers named therein and the Company’s Senior Secured Increasing Rate Notes Due 2007 (the “New Notes”). Capitalized terms used in this Amendment No. 4 and not defined shall have the meanings assigned to them in the Existing Agreement.
AMENDMENT NO. 4 TO SUBORDINATION AGREEMENTSubordination Agreement • January 31st, 2008 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 3 TO SUBORDINATION AGREEMENTSubordination Agreement • December 19th, 2007 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 7, WAIVER AND CONSENTInvestment and Note Purchase Agreement • January 31st, 2008 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
Amendment No. 7, Waiver and Consent, dated as of January 23, 2008 (this “Amendment No. 7”), relating to the Investment and Note Purchase Agreement (as amended by Amendments No. 1 through No. 6 thereto, the “Existing Agreement”), dated as of June 23, 2005, by and among Viatel Holding (Bermuda) Limited (the “Company”) and the purchasers named therein and the Company’s Senior Secured Increasing Rate Notes due 2008 (the “New Notes”). Capitalized terms used in this Amendment No. 7 and not defined shall have the meanings assigned to them in the Existing Agreement.
ARTICLE 1 PRINCIPAL AND INTERESTNote Agreement • June 30th, 2005 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
CLAUSE PAGE 1 DEFINITIONS AND INTERPRETATION .................................................. 1 2 GRANT OF RIGHTS OVER VIATEL INFRASTRUCTURE ...................................... 10 3 GLOBAL VOICE RIGHTS OF ACCESS TO VIATEL SITES AND VIATEL...Master Network Lease and Sale Agreement • June 30th, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • England
ContractMaster Network Lease and Sale Agreement • May 25th, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • England
Exhibit 4.8 AMENDMENT NO. 3, WAIVER AND CONSENT Amendment No. 3, Waiver and Consent, dated as of March _, 2006 (this "Amendment No. 3"), relating to the Investment and Note Purchase Agreement (the "Existing Agreement"), dated as of June 23, 2005, by...Investment and Note Purchase Agreement • June 30th, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
NETWORK OPERATIONAL AGREEMENT BETWEENNetwork Operational Agreement • May 25th, 2006 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • England
AMENDMENT NO. 6, WAIVER AND CONSENTInvestment and Note Purchase Agreement • December 19th, 2007 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
Amendment No. 6, Waiver and Consent, dated as of August [Ÿ], 2007 (this “Amendment No. 6”), relating to the Investment and Note Purchase Agreement (as amended by Amendments No. 1 through No. 5 thereto, the “Existing Agreement”), dated as of June 23, 2005, by and among Viatel Holding (Bermuda) Limited (the “Company”) and the purchasers named therein and the Company’s Senior Secured Increasing Rate Notes Due 2007 (the “New Notes”). Capitalized terms used in this Amendment No. 6 and not defined shall have the meanings assigned to them in the Existing Agreement.
AMENDMENT NO. 5, WAIVER AND CONSENTInvestment and Note Purchase Agreement • June 29th, 2007 • Viatel Holding Bermuda LTD • Telephone communications (no radiotelephone) • New York
Amendment No. 5, Waiver and Consent, dated as of April 3, 2007 (this “Amendment No. 5”), relating to the Investment and Note Purchase Agreement (as amended by Amendments No. 1 through No. 4 thereto, the “Existing Agreement”), dated as of June 23, 2005, by and among Viatel Holding (Bermuda) Limited (the “Company”) and the purchasers named therein and the Company’s Senior Secured Increasing Rate Notes Due 2007 (the “New Notes”). Capitalized terms used in this Amendment No. 5 and not defined shall have the meanings assigned to them in the Existing Agreement.
