NOTICE OF GUARANTEED DELIVERY
for
Tender of unregistered Outstanding 11 1/4% Senior Notes due 2010
in exchange for registered 11 1/4% Senior Notes due 2010
of
VersaTel Telecom International N.V.
As set forth in the Prospectus, dated August , 2000 (the
"Prospectus"), of VersaTel Telecom International N.V., a Netherlands company
(the "Company"), in the accompanying Letter of Transmittal and instructions
thereto (the "Letter of Transmittal"), this form or one substantially equivalent
hereto must be used to accept the Company's exchange offer (the "Exchange
Offer") to exchange all of its outstanding 11 1/4% Senior Notes due 2010 (the
"Outstanding Notes") if (i) certificates representing the Outstanding Notes to
be tendered for purchase and payment are not lost but are not immediately
available, (ii) time will not permit the Letter of Transmittal, certificates
representing such Outstanding Notes or other required documents to reach the
Exchange Agent prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date. This form
may be delivered by an Eligible Institution by mail or hand delivery or
transmitted, via facsimile, to the Exchange Agent as set forth below. All
capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Prospectus.
The Exchange Agent for the Exchange Offer is The Bank of New York.
To contact The Bank of New York:
In the USA: In the United Kingdom:
The Bank of New York The Bank of New York
101 Barclay Street 30 Cannon Street
New York, New York 10286 London EC4M 6XH
Attn: Gertrude Jeanpierre Attn: Emma Wilkes
Telephone: (212) 815-5920 Telephone: (44-20) 7964-7235
Facsimile: (212) 815-6339 Facsimile: (44-20) 7964-7294
Delivery of this Notice of Guaranteed Delivery to an address other than
as set forth above, or transmission via facsimile to a number other than as set
forth above, will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Exchange Offer and the Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Outstanding Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in authorized denominations. The undersigned understands that
tenders of Outstanding Notes pursuant to the Exchange Offer may not be withdrawn
after 5:00 p.m., London time, on the Expiration Date. Tenders of Outstanding
Notes may also be withdrawn if the Exchange Offer is terminated without any such
Outstanding Notes being purchased thereunder or as otherwise provided in the
Prospectus.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
<PAGE>
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) Name(s) of Registered Holder(s):
or Authorized Signatory:
Principal Amount of Outstanding Notes Address:
Tendered: Area Code and Telephone No.:
Certificate No(s). of Outstanding Notes If Outstanding Notes will be
(if available): delivered by book-entry transfer at
The Depository Trust Company, insert
Date: Depository Account No.:
This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of
Outstanding Notes exactly as its (their) name(s) appear on certificates for
Outstanding Notes or on a security position listing as the owner of Outstanding
Notes, or by person(s) authorized to become registered Holder(s) by endorsements
and documents transmitted with this Notice of Guaranteed Delivery. If signature
is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
provide the following information.
Please print name(s) and address(es)
Name(s):
Capacity:
Address(es):
Do not send Outstanding Notes with this form. Outstanding Notes should be sent
to the Exchange Agent together with a properly completed and duly executed
Letter of Transmittal.
<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities exchange or
of the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or a correspondent in the United States or an
"eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents
that each Holder of Outstanding Notes on whose behalf this tender is being made
"own(s)" the Outstanding Notes covered hereby within the meaning of Rule 14e-4
under the Exchange Act, (b) represents that such tender of Outstanding Notes
complies with such Rule 14e-4, and (c) guarantees that, within five business
days from the date of this Notice of Guaranteed Delivery, a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof), together with
certificates representing the Outstanding Notes covered hereby in proper form
for transfer (or confirmation of the book-entry transfer of such Outstanding
Notes into the Exchange Agent's account at The Depository Trust Company,
pursuant to the procedure for book-entry transfer set forth in the Prospectus)
and required documents will be deposited by the undersigned with the Exchange
Agent.
The undersigned acknowledges that it must deliver the Letter of Transmittal and
Outstanding Notes tendered hereby to the Exchange Agent within the time period
set forth and that failure to do so could result in financial loss to the
undersigned.
Name of Firm:
Address: Authorized Signature
Name:
Area Code and Telephone Number: Title:
Date:
