COMPLETEL LLC GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this "GUARANTY") is made and entered into this
16th of February, 1999 by CompleTel LLC, a Delaware limited liability company
(the "GUARANTOR"), in favor of each holder from time to time (the "NOTEHOLDERS")
of the aggregate principal amount at maturity of the 14% Senior Discount Notes
due 2009 (the "NOTES") issued by CompleTel Europe N.V., a public company with
limited liability (naamloze vennootschap) incorporated under the laws of The
Netherlands and having its corporate domicile in Amsterdam (the "ISSUER"),
pursuant to an indenture dated as of the date hereof (the "INDENTURE") by and
between the Issuer, CompleTel ECC B.V., a private company with limited liability
(besloten vennootschap) incorporated under the laws of The Netherlands and
having its corporate domicile in Amsterdam, and U.S. Bank Trust National
Association, a National banking corporation. Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to them in the
Indenture.
RECITALS
A. The Guarantor is the ultimate parent of the Issuer.
B. The Issuer will issue and sell the Notes pursuant to an exemption from
the U.S. Securities Act of 1933, as amended, and will issue and sell the Notes
to the Noteholders pursuant to certain exceptions from finance company laws of
The Netherlands that require, among other things, that the Notes be guaranteed
by the ultimate parent of the Issuer.
C. The execution and delivery of this Guaranty by the Guarantor are
conditions precedent to the Noteholders' purchase of the Notes. The Guarantor,
as the ultimate parent of the Issuer, hereby acknowledges it will benefit from
the Issuer's sale of the Notes to the Noteholders and its guaranty thereof.
AGREEMENT
NOW THEREFORE, in compliance with applicable banking laws and U.S.
securities laws and in consideration of, the Noteholders' purchase of the Notes,
the Guarantor hereby covenants and agrees with, and represents and warrants to
the Noteholders as follows:
1. GUARANTY. The Guarantor hereby irrevocably and unconditionally
guarantees to each holder from time to time of any of the Notes, the due and
punctual payment in full of (a) the principal of, premium, if any, and interest
on, and any Additional Amounts due under, and any other amounts due under, the
Notes when and as the same shall become due and payable (whether at stated
maturity or by required or optional prepayment, mandatory redemption, or by
acceleration or otherwise) and (b) any other sums that may become due under, or
in connection with, the terms and provisions of the Notes (all such obligations
described in clauses (a) and (b) above are herein called the "GUARANTEED
OBLIGATIONS"). The guaranty in the preceding sentence is an absolute, and
unconditional
PARENT GUARANTY
present and continuing guaranty of payment and not of collectibility and is in
no way conditional or contingent upon any attempt to collect from the Issuer or
other guarantor of the Guaranteed Obligations, if any, or upon any other action,
occurrence or circumstance whatsoever. If the Issuer fails to pay any of such
Guaranteed Obligations, the Guarantor agrees to pay the same when due to the
holders of the Notes entitled thereto, without demand, presentment, protest or
notice of any kind, in lawful money of the United States of America, at the
place for payment specified in the Notes and the Indenture.
2. WAIVERS. The Guarantor hereby waives: (a) notice of acceptance of this
Guaranty and of the creation and existence of the Notes; (b) presentment, demand
for payment, notice of dishonor, notice of nonpayment, and protest of any
instrument evidencing the Notes; (c) all other demands and notices to the
Guarantor or any other person and all other actions to establish the liability
of the Guarantor hereunder; and (d) the right to trial by jury in any action in
connection with this Guaranty. No delay or failure by the Noteholders in the
exercise of any right or remedy shall constitute a waiver thereof, and no single
or partial exercise by the Noteholders of any right or remedy shall preclude
other or further exercise of any other right or remedy.
3. SEVERABILITY. Any invalidity or unenforceability of any provision or
application of this Guaranty, or any portion hereof, shall not affect other
lawful provisions and applications hereof, and to this end the provisions of
this Guaranty are declared to be severable. This Guaranty is binding on the
Guarantor and on the successors and assigns of the Guarantor, and of each of
them respectively, and shall inure to the benefit of the Noteholders, their
successors and assigns.
4. GOVERNING LAW. This Guaranty is governed by and must be construed in
accordance with the laws of the State of New York, U.S.A.
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PARENT GUARANTY
2
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty Agreement to be
executed and delivered as of the dated and year first above written.
COMPLETEL LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxx
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Its: CEO
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PARENT GUARANTY
