ContractMorgan Stanley • April 17th, 2007 • Security brokers, dealers & flotation companies • 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.
ContractMorgan Stanley • April 17th, 2007 • Security brokers, dealers & flotation companies
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.
AMENDMENTMorgan Stanley • April 17th, 2007 • Security brokers, dealers & flotation companies • New York
This AMENDMENT (this “Amendment”), dated as of December 21, 2006, among VIATEL HOLDING (BERMUDA) LIMITED (the “Company”) and the holders (the “Noteholders”) of the Company’s Senior Secured Increasing Rate Notes Due 2007 (the “Notes”), issued pursuant to that certain Investment and Note Purchase Agreement dated as of June 23, 2005, by and among the Company and the purchasers named therein, as amended (the “Note Purchase Agreement”) is made with reference to the Note Purchase Agreement and the Notes.
AMENDMENT NO. 3, WAIVER AND CONSENTWaiver and Consent • April 17th, 2007 • Morgan Stanley • Security brokers, dealers & flotation companies • New York
Amendment No. 3, Waiver and Consent, dated as of March 14, 2006 (this “Amendment No. 3”), 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. 3 and not defined shall have the meanings assigned to them in the Existing Agreement.
AMENDMENT NO. 5, WAIVER AND CONSENTWaiver and Consent • April 17th, 2007 • Morgan Stanley • Security brokers, dealers & flotation companies • 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.
AMENDMENT NO. 4, WAIVER AND CONSENTWaiver and Consent • April 17th, 2007 • Morgan Stanley • Security brokers, dealers & flotation companies • 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.
JOINT FILING AGREEMENTJoint Filing Agreement • April 17th, 2007 • Morgan Stanley • Security brokers, dealers & flotation companies
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.
AMENDMENTMorgan Stanley • April 17th, 2007 • Security brokers, dealers & flotation companies • New York
This AMENDMENT (this “Amendment”), dated as of December 21, 2006, among VIATEL HOLDING (BERMUDA) LIMITED (the “Company”) and the holders (the “Noteholders”) of the Company’s Tranche A Senior Secured Increasing Rate Notes Due 2007 (the “Notes”), issued pursuant to that certain Investment and Note Purchase Agreement dated as of June 23, 2005, by and among the Company and the purchasers named therein, as amended (the “Note Purchase Agreement”) is made with reference to the Note Purchase Agreement and the Notes.
