CARRIER1 International SA – ‘S-1/A’ on 2/18/00 – EX-1.1

On:  Friday, 2/18/00   ·   Accession #:  912057-0-7621   ·   File #:  333-94541

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement    151    720K 
                          (General Form)                                         
 2: EX-1.1      Form of Underwriting Agmt                             81    285K 
 3: EX-5.1      Opinion of Bonn & Schmitt                              2      8K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 

EX-1.1   —   Form of Underwriting Agmt
Exhibit Table of Contents

EX-1.1
1st Page of 81
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     Exhibit 1.1

9,375,000 SHARES

CARRIER 1 INTERNATIONAL S.A.

 COMMON STOCK (PAR VALUE $2 PER SHARE)

UNDERWRITING AGREEMENT

[______], 2000

EX-1.1
2nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 2nd
                                                           [_____________], 2000

Morgan Stanley & Co. International Limited                                      
Salomon Brothers International Limited                                          
(as representatives of the several Underwriters               
named in Schedule I hereto)                                   

c/o Morgan Stanley & Co. International Limited                                  
25 Cabot Square                                               
Canary Wharf                                                  
London E14 4QA                                                
England                                                       

Dear Sirs and Mesdames:                                                         

             Carrier 1 International S.A., a societe anonyme organized
under the laws of the Grand Duchy of Luxembourg (the "COMPANY"), proposes to    
issue and sell, and certain shareholders of the Company (the "SELLING           
SHAREHOLDERS") named in Schedule II hereto severally propose to sell, to the    
several Underwriters named in Schedule I hereto (the "UNDERWRITERS") an         
aggregate of 9,375,000 shares of common stock, par value $2 per share, of the   
Company (the "FIRM SHARES") of which 7,500,000 shares are to be issued and sold 
by the Company and 1,875,000 shares are to be sold by the Selling Shareholders, 
each Selling Shareholder selling the amount set forth opposite such Selling     
Shareholder's name in Schedule II hereto. The shares to be sold by the Selling  
Shareholders other than Carrier One, LLC, a Delaware limited liability company  
("CARRIER ONE LLC") (the "WARRANTHOLDERS") will be issued upon exercise of      
outstanding warrants (the "WARRANTS").                                          

           The Company and the Selling Shareholders also severally
propose to sell to the several Underwriters up to an additional 1,125,000 and   
281,250 shares (the "ADDITIONAL SHARES") of common stock, par value $2 per      
share, if and to the extent that Morgan Stanley & Co. International Limited     
("MSIL"), after consultation with Salomon Brothers International Limited ("SBIL"
and together with MSIL, the "GLOBAL COORDINATORS") shall have determined to     
exercise, on behalf of the Underwriters, the right to purchase such Additional  
Shares granted to the Underwriters in Section 2 hereof, each Selling Shareholder
selling up to the amount of Additional Shares set forth opposite such Selling   
Shareholder's name in Schedule II hereto. The Firm Shares and the Additional    
Shares are hereinafter collectively referred to as the "SHARES." All shares of  
common stock, par value $2 per share, of the Company to be outstanding after    
giving effect to the sales contemplated hereby, including the shares to be      
retained by its existing shareholders, are hereinafter referred to as the "SHARE
CAPITAL." The Company and the Selling Shareholders are hereinafter collectively 
referred to as the "SELLERS."                                                   

EX-1.1
3rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                  It is expected that after subscription for the Shares pursuant
to Section 4 and after the then existing share capital of the Company has been  
admitted for trading on the Neuer Markt segment of the Frankfurt Stock Exchange 
and before the ADRs referred to below have been admitted for trading on the     
Nasdaq Stock Market, the Company, the Selling Shareholders and the Global       
Coordinators, on behalf of the Underwriters, will enter into a Pricing Agreement
(the "PRICING AGREEMENT"), the form of which is attached as ANNEX A hereto,     
which sets forth, among other things, the price to be paid per Share for the    
Firm Shares and any Additional Shares to be purchased by the several            
Underwriters provided they are able to agree on such terms and the other matters
set forth therein.                                                              

                Shares shall be sold in the form of registered shares or, at
the election of the Underwriters to provide for the preferences of those        
purchasing from them in the United States and Canada, in the form of American   
Depositary Shares ("ADSS"), each Share being represented by five such ADSs. The 
Company will enter into a Deposit Agreement dated the Closing Date (as defined  
below) (the "DEPOSIT AGREEMENT") among the Company, Bankers Trust Company, as   
depositary (the "DEPOSITARY") and the holders from time to time of American     
Depositary Receipts ("ADRS") issued thereunder by the Depositary and evidencing 
the ADSs. The ADSs and the ADRs will be issued in accordance with the Deposit   
Agreement. The Shares represented by the ADSs to be delivered on the Closing    
Date are to be deposited with the Depositary on or prior to such date against   
the issuance of ADRs evidencing such ADSs.                                      

          The Company has filed with the Securities and Exchange
Commission (the "COMMISSION") a registration statement on Form S-1 relating to  
the Shares. The registration statement contains the U.S. prospectus, to be used 
in connection with the offering and sale of Shares and ADSs in the United States
and Canada to United States and Canadian Persons (the "U.S. PROSPECTUS"). In    
connection with the sale of the shares in Germany, the Company has filed with   
the Frankfurt Stock Exchange a German language preliminary sales prospectus     
which was approved (GEBILLIGT) by the Frankfurt Stock Exchange on [__________], 
2000 (the "UNVOLLSTANDIGER VERKAUFSPROSPEKT") and published the day thereafter  
and, prior to the Closing Date intends to publish a German language final sales 
prospectus (the "VERKAUFSPROSPEKT") which will also serve as the listing        
prospectus (UNTERNEHMENSBERICHT) relating to the Shares to be offered in        
Germany. The Unvollstandiger Verkaufsprospekt and the Verkaufsprospekt are      
hereinafter referred to as the "GERMAN PROSPECTUS". The international prospectus
to be used in connection with sales outside of the United States, Canada and    
Germany (the "INTERNATIONAL PROSPECTUS") is identical to the U.S. Prospectus    
except for the outside front cover page.                                        

                The registration statement as amended at the time it becomes
effective, including the information (if any) deemed to be part of the          
registration statement at the time of effectiveness pursuant to Rule 430A under 
the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter   
referred to as the "REGISTRATION STATEMENT"; the U.S. Prospectus and the        
International Prospectus in the respective forms first used to confirm sales    

EX-1.1
4th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 4th
of Shares or ADSs and the German Prospectus are hereinafter collectively        
referred to as the "PROSPECTUS." If the Company has filed an abbreviated        
registration statement to register additional shares of common stock pursuant to
Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"),   
then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed  
to include such Rule 462 Registration Statement. A registration statement on    
Form F-6 relating to the ADSs has also been filed with the Commission (such     
registration statement, as amended at the time it becomes effective, including  
the exhibits thereto, is hereinafter referred to as the "ADS REGISTRATION       
STATEMENT"). Unless the context otherwise requires, any reference herein to the 
term "REGISTRATION STATEMENT" shall be deemed to include such ADS Registration  
Statement.                                                                      

            The Underwriters have agreed to reserve a portion of the
Shares (in the form of Shares or ADSs) to be purchased under this Agreement for 
sale to persons who are associated with the Company or its affiliates           
(collectively, "PARTICIPANTS"), as set forth in the Prospectus under the heading
"Underwriters." The reservation of the shares for sale to the Participants is   
referred to in this Agreement as the "DIRECTED SHARE PROGRAM". The Shares (in   
the form of Shares or ADSs) to be sold pursuant to the Directed Share Program   
are referred to hereinafter as the "DIRECTED SHARES." Any Directed Shares not   
orally confirmed for purchase by any Participants by the end of the business day
on which this Agreement is executed will be offered to the public by the        
Underwriters as set forth in the Prospectus.                                    

                The Board of Directors of the Company is authorized pursuant
to Article 5 of the articles of association of the Company (the "ARTICLES OF    
ASSOCIATION") to increase the share capital of the Company within five years    
from May 28, 1999 through the issuance of additional shares so that the total   
share capital of the Company would be 55,000,000 shares, or $110,000,000 (the   
"AUTHORIZED CAPITAL").                                                          

             It is contemplated that the Board of Directors, or a duly
authorized committee thereof, by a resolution to be dated the date hereof, will 
determine to increase the share capital of the Company with respect to the Firm 
Shares, by $15,000,000, and issue 7,500,000 shares of common stock par value $2 
per share with full dividend entitlement for the fiscal year 2000, which shares 
shall be subscribed for by MSIL, on behalf of the other Underwriters, at a      
subscription price of $2 per Firm Share (the "SUBSCRIPTION PRICE") pursuant to  
the terms and conditions of this Agreement. It is further contemplated that the 
Board of Directors, or a duly authorized committee thereof, by a resolution to  
be dated on any Option Closing Date (as defined below), will determine to       
increase the share capital of the Company with respect to the Additional Shares 
to be sold by Company, by the aggregate Subscription Price for such Additional  
Shares and issue such Additional Shares with full dividend entitlement for the  
fiscal year 2000, which shares shall be subscribed for out of the aggregate     
Share Offer Price of such Shares on the Option Closing Date pursuant to the     
terms and conditions of this Agreement.                                         

1.       REPRESENTATIONS AND WARRANTIES.    

EX-1.1
5th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 5th
                  (I) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to and agrees with each of the Underwriters that:       

                       (a) At or before the time of the execution of the
 Pricing Agreement, the Registration Statement shall have become
effective; no stop order suspending the effectiveness of the  
        Registration Statement shall be in effect, and no proceedings for such
  purpose shall be pending before or threatened by the Commission.

                     (b) (i) The Registration Statement, on the date
       hereof and when it becomes effective, and as amended or supplemented,
         if applicable, will not contain any untrue statement of a material fact
   or omit to state a material fact required to be stated therein or
   necessary to make the statements therein not misleading, (ii) the
       Registration Statement and the U.S. Prospectus comply and, as amended
      or supplemented, if applicable, will comply in all material respects
         with the Securities Act and the applicable rules and regulations of the
     Commission thereunder, (iii) the German Prospectus complies and, as
     amended or supplemented, if applicable, will comply in all material
       respects with all applicable laws of Germany and all applicable rules
         and regulations of any competent German government, regulatory or stock
exchange authority, (iv) neither the U.S. Prospectus nor the  
      International Prospectus contains or, as amended or supplemented, if
     applicable, will contain any untrue statement of a material fact or
         omit to state a material fact necessary to make the statements therein,
   in the light of the circumstances under which they were made, not
      misleading, and (v) the German Prospectus does not contain an untrue
  statement of, or omit to state, a fact which is material for the
assessment of an investment in the shares (UNRICHTIGE ODER    
    UNVOLLSTANDIGE ANGABEN, WELCHE FUR DIE BEURTEILUNG DER WERTPAPIERE
      WESENTLICH SIND), all within the meaning of Section 13 of the German
    Securities Sales Prospectus Act and Section 45 of the German Stock
        Exchange Act, except that the representations and warranties set forth
  in this paragraph do not apply to statements or omissions in the
 Registration Statement or the Prospectus based upon information
         relating to any Underwriter furnished to the Company in writing by such
        Underwriter through the Global Coordinators expressly for use therein.

                    (c) The Company has been duly incorporated, is
         validly existing as a societe anonyme under the laws of Luxembourg, has
      the corporate power and authority to own its property and to conduct
      its business as described in the Prospectus and is duly qualified to
   transact business and is in good standing, if applicable, in each
       jurisdiction in which the conduct of its business or its ownership or
       leasing of property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing, if
         applicable, would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.                           

                      (d) Each subsidiary of the Company has been duly
       incorporated, organized or formed, as applicable, is validly existing
and, if applicable, in good                                   

EX-1.1
6th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 6th
     standing under the laws of the jurisdiction of its incorporation or
       organization, has the corporate or company power and authority to own
         its property and to conduct its business as described in the Prospectus
      and is duly qualified to transact business and, if applicable, is in
         good standing in each jurisdiction in which the conduct of its business
      or its ownership or leasing of property requires such qualification,
        except to the extent that the failure to be so qualified or be in good
      standing, if applicable, would not have a material adverse effect on
       the Company and its subsidiaries, taken as a whole; all of the issued
         capital stock or membership interests of each subsidiary of the Company
     has been duly and validly authorized and issued, are fully paid and
     non-assessable and are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims.

                           (e) This Agreement has been duly authorized, executed
and delivered by the Company.                                 

                         (f) The Deposit Agreement has been duly authorized,
  and when executed and delivered by the Company and, assuming due
    authorization, execution and delivery by the Depositary, will be a
     valid and binding agreement of the Company, enforceable against the
 Company in accordance with its terms, subject to (i) applicable
      bankruptcy, insolvency, liquidation, "GESTION CONTROLEE," "SURSIS DE
    PAIEMENT," "CONCORDAT" or similar laws affecting creditors' rights
         generally and general principles of equity and (ii) the availability of
      equitable remedies may be limited by equitable principles of general
applicability.                                                

                           (g) The Pricing Agreement has been duly authorized by
 the Company and, when executed and delivered by the Company and
         assuming due authorization, execution and delivery by the other parties
thereto, will be a valid and binding agreement of the Company,
       enforceable against the Company in accordance with its terms, subject
 to (i) applicable bankruptcy, insolvency, liquidation, "GESTION
         CONTROLEE," "SURSIS DE PAIEMENT," "CONCORDAT" or similar laws affecting
       creditors' rights generally and general principles of equity and (ii)
    the availability of equitable remedies may be limited by equitable
principles of general applicability.                          

                       (h) Upon valid issuance by the Depositary of ADRs
     evidencing ADSs against the deposit of Shares in respect thereof in
accordance with the Deposit Agreement and upon payment by the 
         Underwriters for the ADSs evidenced thereby, such ADSs will be duly and
         validly issued and persons in whose names such ADRs are registered will
be entitled to the rights specified therein and in the Deposit
        Agreement; and the Deposit Agreement, the ADSs and the ADRs conform in
    all material respects to the descriptions thereof contained in the
Prospectus.                                                   

                     (i) The authorized capital stock of the Company
      conforms as to legal matters to the description thereof contained in
the Prospectus and, except as described                       

EX-1.1
7th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 7th
  in the Prospectus or as otherwise advised to the Underwriters in
 writing with respect to securities issued after the date of the
      Prospectus, there are no outstanding securities convertible into, or
       exchangeable for, or warrants, rights or options to purchase from the
        Company, or obligations of the Company to issue, any shares of capital
         stock or any securities that share in the net profits of the Company or
are entitled to any proceeds upon liquidation of the Company. 

                          (j) The shares of common stock (including the Shares
         to be sold by Carrier One LLC) outstanding prior to the subscription of
        the Shares to be sold by the Company have been duly authorized and are
validly issued, fully paid and non-assessable.                

                      (k) The Shares to be sold by the Company and the
         Warrantholders have been duly authorized and, when issued and delivered
        against receipt of payment therefor in accordance with this Agreement,
 will be, validly issued, fully paid and non-assessable, and the
  issuance of such Shares will not be subject to any preemptive or
       similar rights; the Company has duly authorized the deposit of Shares
         to be deposited with the Depositary against issuance of ADRs evidencing
      ADSs; and, upon payment therefor on the Closing Date, the Shares and
      the ADSs will be free from any restriction on transfer or subsequent
       transfer, except as described in the Prospectus or in this Agreement.

                           (l) The execution and delivery by the Company of, and
the performance by the Company of its obligations under, this 
         Agreement, the Pricing Agreement and the Deposit Agreement, the deposit
       of Shares with the Depositary against the issuance of ADRs evidencing
      ADSs to be delivered pursuant to this Agreement and the issuance and
        delivery of the Shares pursuant to this Agreement, will not contravene
      any provision of applicable law (except as would not have a material
         adverse effect on the Company and its subsidiaries, taken as a whole or
         except in so far as indemnity and contribution is limited by applicable
        law or public policy) or the Articles of Association of the Company or
      any agreement or other instrument binding upon the Company or any of
        its subsidiaries that is material to the Company and its subsidiaries,
        taken as a whole, or any judgment, order or decree of any governmental
   body, agency or court having jurisdiction over the Company or any
     subsidiary, and no consent, approval, authorization or order of, or
         qualification with, any governmental body or agency is required for the
         performance by the Company of its obligations under this Agreement, the
         Pricing Agreement or the Deposit Agreement, to effect dividend payments
       on any Shares or for the Depositary to convert such payments, if made
         other than in U.S. dollars, to U.S. dollars for distribution to holders
       of ADSs, except such as may be required by the securities or Blue Sky
         laws of the various states in connection with the offer and sale of the
    Shares and the ADSs and other than those already obtained from the
    Frankfurt Stock Exchange and the Nasdaq Stock Market and under the
securities laws of The Netherlands, the Securities Act and the
Securities                                                    

EX-1.1
8th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 8th
        Exchange Act of 1934, as amended (the "EXCHANGE ACT") and those as may
         be required for the listing of the Company's Share Capital on the Neuer
       Markt segment of the Frankfurt Stock Exchange, assuming compliance by
the Underwriters with the provisions of Section 9(ii) hereof. 

                       (m) This Agreement, the Pricing Agreement and the
    Deposit Agreement, and any other document required to be furnished
    hereunder or thereunder, is in proper legal form under the laws of
Luxembourg for the enforcement thereof against the Company in 
   Luxembourg without further action on the part of the Underwriters
 (except that if any such document were to be exhibited before a
Luxembourg court or a Luxembourg public authority ("AUTORITE  
    CONSTITUEE"), registration thereof may be ordered, in which case a
       registration duty would become payable and a translation thereof into
        French or German may need to be produced); and to ensure the validity,
   enforceability or admissibility in evidence in Luxembourg of this
      Agreement, the Pricing Agreement, the Deposit Agreement or any other
      document required to be furnished hereunder or thereunder, it is not
   necessary that this Agreement, the Pricing Agreement, the Deposit
         Agreement or such related document be submitted to, filed, recorded, or
        registered with any court or other authority in Luxembourg or that any
       tax, imposition or charge be paid on or in respect of this Agreement,
       the Pricing Agreement, the Deposit Agreement or such related document
       with respect to the institution of any judicial proceeding to enforce
   this Agreement, the Pricing Agreement or the Deposit Agreement in
      Luxembourg or in order to be able to enforce a foreign judgment with
         respect thereto in Luxembourg (except that if any such document were to
         be exhibited before a Luxembourg court or a Luxembourg public authority
        ("AUTORITE CONSTITUEE"), registration thereof may be ordered, in which
         case a registration duty would become payable and a translation thereof
into French or German may need to be produced).               

                     (n) There has not occurred any material adverse
     change, or any development involving a prospective material adverse
       change, in the condition, financial or otherwise, or in the earnings,
        business or operations of the Company and its subsidiaries, taken as a
       whole, from that set forth in the Prospectus as in effect on the date
       hereof (exclusive of any amendments or supplements thereto subsequent
to the date of this Agreement).                               

                        (o) There are no legal or governmental proceedings
       pending or threatened to which the Company or any of its subsidiaries
       is a party or to which any of the properties of the Company or any of
      its subsidiaries is subject that are required to be described in the
      Registration Statement or the Prospectus and are not so described or
  any statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement or the 
     Prospectus or to be filed as exhibits to the Registration Statement
that are not described or filed as required.                  

EX-1.1
9th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 9th
                          (p) Each preliminary prospectus filed as part of the
        Registration Statement as originally filed or as part of any amendment
  thereto, or filed pursuant to Rule 424 under the Securities Act,
         complied when so filed in all material respects with the Securities Act
        and the applicable rules and regulations of the Commission thereunder.

                        (q) The Company is not and, after giving effect to
         the offering and sale of the Shares and the application of the proceeds
    thereof as described in the Prospectus, will not be an "investment
         company" as such term is defined in the Investment Company Act of 1940,
as amended.                                                   

                     (r) The Company and its subsidiaries (i) are in
     compliance with any and all applicable Luxembourg, foreign and U.S.
federal, state and local laws and regulations relating to the 
        protection of human health and safety, the environment or hazardous or
        toxic substances or wastes, pollutants or contaminants ("ENVIRONMENTAL
     LAWS"), (ii) have received all permits, licenses or other approvals
       required of them under applicable Environmental Laws to conduct their
      respective businesses and (iii) are in compliance with all terms and
       conditions of any such permit, license or approval, except where such
    noncompliance with Environmental Laws, failure to receive required
    permits, licenses or other approvals or failure to comply with the
        terms and conditions of such permits, licenses or approvals would not,
   singly or in the aggregate, have a material adverse effect on the
Company and its subsidiaries, taken as a whole.               

                           (s) There are no costs or liabilities associated with
   Environmental Laws (including, without limitation, any capital or
       operating expenditures required for cleanup, closure of properties or
        compliance with Environmental Laws or any permit, license or approval,
   any related constraints on operating activities and any potential
        liabilities to third parties) which would, singly or in the aggregate,
     have a material adverse effect on the Company and its subsidiaries,
taken as a whole.                                             

                        (t) Subsequent to the respective dates as of which
       information is given in the Registration Statement and the Prospectus
       as in effect on the date hereof, (i) the Company and its subsidiaries
   have not incurred any material liability or obligation, direct or
  contingent, nor entered into any material transaction not in the
        ordinary course of business; (ii) the Company has not purchased any of
         its outstanding capital stock, nor declared, paid or otherwise made any
      dividend or distribution of any kind on its capital stock other than
    ordinary and customary dividends; and (iii) there has not been any
         material change in the capital stock, short-term debt or long-term debt
       of the Company and its subsidiaries, except in each case as described
in the Prospectus as in effect on the date hereof.            

                        (u) The Company and its subsidiaries have good and
marketable title                                              

EX-1.1
10th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 10th
         in fee simple to all real property and good and marketable title to all
      personal property owned by them which is material to the business of
      the Company and its subsidiaries, in each case free and clear of all
     liens, encumbrances and defects except such as are described in the
  Prospectus or such as do not materially affect the value of such
         property and do not materially interfere with the use made and proposed
      to be made of such property by the Company and its subsidiaries; and
         any real property and buildings held under lease by the Company and its
       subsidiaries are held by them under valid, subsisting and enforceable
      leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and
       buildings by the Company and its subsidiaries, in each case except as
described in the Prospectus.                                  

                         (v) No material labor dispute with the employees of
       the Company or any of its subsidiaries exists or, to the knowledge of
      the Company, is imminent, except as described in the Prospectus; and
        the Company is not aware of any existing, threatened or imminent labor
 disturbance by the employees of any of its principal suppliers,
        manufacturers or contractors that would reasonably be expected to have
         a material adverse effect on the Company and its subsidiaries, taken as
a whole.                                                      

                         (w) The Company and its subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the 
      businesses in which they are engaged; neither the Company nor any of
       its subsidiaries has been refused any insurance coverage applied for;
       and neither the Company nor any of its subsidiaries has any reason to
  believe that it will not be able to renew its existing insurance
 coverage as and when such coverage expires or to obtain similar
    coverage from similar insurers as may be necessary to continue its
         business at a cost that would not have a material adverse effect on the
        Company and its subsidiaries, taken as a whole, except as described in
the Prospectus.                                               

                        (x) Except as set forth in the Prospectus, each of
         the Company and its subsidiaries (i) have paid all fees required by any
       Luxembourg, U.S. and foreign national, regional or local governmental
   authorities, all self-regulatory organizations and all courts and
tribunals and (ii) have all necessary permits, licenses,      
     authorizations, consents, orders, certificates and approvals of and
        from, and has made all necessary declarations and filings and has paid
        all required fees with, all applicable Luxembourg, U.S. federal, state
       and local, foreign and supranational governmental, administrative and
      regulatory authorities, self-regulatory organizations and courts and
   other tribunals to own, lease, license and use its properties and
   assets and to conduct its business in the manner described in the
        Prospectus, except in each case under this paragraph (y) to the extent
        that the failure to pay such fees or to obtain such permits, licenses,
        authorizations, consents, orders, certificates or approvals or to make
     such declarations or filings would not, singly or in the aggregate,
         reasonably be expected to have a material adverse effect on the Company
    and its subsidiaries taken as a whole; neither the Company nor its
  subsidiaries has received any notice of proceedings which remain

EX-1.1
11th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 11th
        unresolved relating to revocation or modification of any such permits,
        licenses, authorizations, consents, orders, certificates or approvals,
       nor is the Company or its subsidiaries in violation of, or in default
      under, any such permits, licenses, authorizations, consents, orders,
       certificates or approvals which proceedings, violations and defaults,
    singly or in the aggregate, would reasonably be expected to have a
         material adverse effect on the Company and its subsidiaries, taken as a
whole.                                                        

                           (y) The Company and each of its subsidiaries maintain
a system of internal accounting controls sufficient to provide
       reasonable assurance that (i) transactions are executed in accordance
         with management's general or specific authorizations; (ii) transactions
         are recorded as necessary to permit preparation of financial statements
    in conformity with generally accepted accounting principles and to
         maintain asset accountability; (iii) access to assets is permitted only
        in accordance with management's general or specific authorization; and
  (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.                              

                   (z) Except as described in the Prospectus, no
   Luxembourg stamp or other issuance or transfer taxes or duties or
        capital gains, income, withholding or other taxes are payable by or on
       behalf of the Underwriters in Luxembourg or any political subdivision
       or taxing authority thereof or therein in connection with the deposit
         with the Depositary or its nominee of Shares by the Company against the
        issuance of the ADRs evidencing ADSs, the purchase by the Underwriters
    of the Shares (including Shares in the form of ADSs), the sale and
       delivery by the Underwriters of the Shares or ADSs, the execution and
   delivery of this Agreement, the Pricing Agreement and the Deposit
        Agreement, or the consummation of the transactions contemplated hereby
       and thereby, save that registration may be ordered and a registration
       duty might become payable if this Agreement, the Pricing Agreement or
         the Deposit Agreement were to be exhibited before a Luxembourg court or
     a Luxembourg official authority (AUTORITE CONSTITUEE); although, in
practice, such registration is rarely ordered.                

                     (aa) The Company and its obligations under this
        Agreement, the Pricing Agreement and the Deposit Agreement are or will
    be subject to civil and commercial law and to suit and neither the
        Company nor any of its properties, assets or revenues has any right of
        immunity under Luxembourg, U.S. federal or New York law from any legal
       action, suit or proceeding, from the giving of any relief in any such
         legal action, suit or proceeding, from setoff or counterclaim, from the
      jurisdiction of any Luxembourg, New York or U.S. federal court, from
         service of process, attachment upon or prior to judgment, or attachment
      in aid of execution of judgment, or from execution of a judgment, or
       other legal process or proceeding for the giving of any relief or for
       the enforcement of a judgment, in any such court, with respect to its
         obligations, liabilities or any other matter under or arising out of or
         in connection with this Agreement, the Pricing Agreement or the Deposit
Agreement; and, to the extent                                 

EX-1.1
12th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 12th
        that the Company or any of its properties, assets or revenues may have
       or may hereafter become entitled to any such right of immunity in any
      such court in which proceedings may at any time be commenced, to the
         extent permitted by law the Company has waived or will waive such right
     and has consented or will consent to such relief and enforcement as
       provided in Section 15 of this Agreement, in Article 4 of the Pricing
Agreement and in Section 706 of the Deposit Agreement.        

                   (bb) The Company has the power to submit, and
   pursuant to this Agreement, the Pricing Agreement and the Deposit
Agreement, has or will have legally, validly, effectively and 
       irrevocably submitted, to the personal jurisdiction of any federal or
         state court in the State of New York, Borough of Manhattan, The City of
    New York, and has the power to designate, appoint and empower, and
   pursuant to this Agreement, the Pricing Agreement and the Deposit
Agreement, has or will have legally, validly and effectively  
         designated, appointed and empowered, an agent for service of process in
      any suit or proceeding based on or arising under this Agreement, the
     Pricing Agreement and the Deposit Agreement in any federal or state
       court in the State of New York, Borough of Manhattan, The City of New
        York, as provided in Section 15 of this Agreement, in Article 4 of the
Pricing Agreement and in Section 706 of the Deposit Agreement.

                         (cc) The financial statements contained in the U.S.
Prospectus comply as to form in all material respects with the
         accounting requirements of the Securities Act and the related published
rules and regulations.                                        

                    (dd) Any final judgment for a fixed or readily
        calculable sum of money rendered by any court of the State of New York
 or of the United States located in the State of New York having
         jurisdiction under its own domestic laws in respect of any suit, action
  or proceeding against the Company based upon this Agreement, the
Pricing Agreement or the Deposit Agreement would be declared  
     enforceable against the Company by the courts of Luxembourg without
       reexamination, review of the merits of the cause of action in respect
         of which the original judgment was given or relitigation of the matters
        adjudicated upon or payment of any stamp, registration, or similar tax
        or duty, save that registration may be ordered and a registration duty
      might become payable if this Agreement, the Pricing Agreement or the
       Deposit Agreement were to be exhibited before a Luxembourg court or a
   Luxembourg official authority (AUTORITE CONSTITUEE); although, in
         practice, such registration is rarely ordered. The Company is not aware
       of any reason why the enforcement in Luxembourg of such a judgment in
 respect of this Agreement, the Pricing Agreement or the Deposit
   Agreement would be contrary to public policy in Luxembourg or any
political subdivision thereof.                                

                         (ee) The choice of laws of the State of New York as
    the governing law of this Agreement, the Pricing Agreement and the
    Deposit Agreement is a valid and effective choice of law and in an
action brought before a court of competent                    

EX-1.1
13th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 13th
        jurisdiction in Luxembourg, the laws of the State of New York would be
recognized and applied by such court.                         

                 (ff) Based upon its current and anticipated
composition of income and assets, and its activities (assuming
        consummation of the offering pursuant to the Prospectus and the use of
       the net proceeds therefrom as contemplated under the caption entitled
         "Use of Proceeds" in the Prospectus), the Company does not expect as of
    the date hereof to be with respect to 2000, and does not expect to
       become thereafter, a passive foreign investment company as defined in
         Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the
       "CODE") or a "foreign personal holding company" within the meaning of
Section 552 of the Code.                                      

                          (gg) The Company did not face any material Year 2000
        Problem (that is, the computer hardware and software applications used
        by the Company and its subsidiaries have functioned after December 31,
        1999 at least as effectively as they did on or before such date); as a
      result of a review of its operations to evaluate the extent to which
        the business or operations of the Company will be effected by the Year
      2000 Problem, the Company (i) has no reason to believe, and does not
         believe, that (1) there are any issues related to the Year 2000 Problem
      that are of a character required to be described in the Registration
         Statement or the Prospectus which have not been accurately described in
        the Registration Statement or Prospectus and (2) the Year 2000 Problem
    will have a material adverse effect on the condition, financial or
      otherwise, or on the earnings, business or operations of the Company
        and its subsidiaries, taken as a whole, or result in any material loss
        or interference with the business or operations of the Company and its
         subsidiaries, taken as a whole; and (ii) reasonably believes, after due
         inquiry, that the suppliers, vendors, customers or other material third
  parties used or served by the Company and such subsidiaries have
         addressed the Year 2000 Problem, except to the extent that a failure to
    address the Year 2000 Problem by any supplier, vendor, customer or
      material third party would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole.               

                           (hh) Except as described in the Prospectus, there are
        no contracts, agreements or understandings between the Company and any
        person granting such person the right to require the Company to file a
     registration statement under the Securities Act with respect to any
     securities of the Company or to require the Company to include such
    securities with the Shares registered pursuant to the Registration
Statement other than rights which have been waived.           

                         (ii) The Registration Statement, the Prospectus and
      any preliminary prospectus comply, and any amendments or supplements
        thereto will comply, in all material respects with any applicable laws
        or regulations of foreign jurisdictions in which the Prospectus or any
        preliminary prospectus, as amended or supplemented, if applicable, are
     distributed in connection with the Directed Share Program, assuming

EX-1.1
14th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 14th
     compliance by the Underwriters with the provisions of Section 9(ii)
hereof.                                                       

                           (jj) No consent, approval, authorization or order of,
    or qualification with, any governmental body or agency, other than
         those which have been obtained or will be obtained prior to the Closing
   Date, is required in connection with the offering of the Directed
         Shares in any jurisdiction where the Directed Shares are being offered,
        assuming compliance by the Underwriters with the provisions of Section
9(ii) hereof.                                                 

                           (kk) The Company (1) has not offered or sold and will
        not offer or sell, directly or indirectly, any Shares to the public in
     France, and (2) offers and sale of Shares in France will be made in
      accordance with Article 6 of the Ordinance n*.67-833 dated September
  28, 1967, as amended, and Decree n*.98-880 dated October 1, 1998
      relating to offers to a limited number of investors and/or qualified
        investors. In addition, the Company will not distribute or cause to be
         distributed in France the Prospectus, any preliminary prospectus or any
     offering material relating to the Shares other than to investors to
    whom offers and sales of Shares in France may be made as described
       above, assuming compliance by the Underwriters with the provisions of
Section 9(ii) hereof.                                         

                         (ll) The Company has not offered, or caused MSIL or
      any of its affiliates to offer, Shares to any person pursuant to the
         Directed Share Program with the specific intent to unlawfully influence
      (i) a customer or supplier of the Company to alter the customer's or
        supplier's level or type of business with the Company, or (ii) a trade
     journalist or publication to write or publish favorable information
about the Company or its products.                            

                       (mm) C1 Indirect Millennium Sub LLC has been duly
       organized, is validly existing and in good standing under the laws of
  Delaware and has the power and authority to own its property. C1
         Indirect Millennium Sub LLC has duly authorized the purchase of the New
 Firm Shares under Section 8 of this Agreement in the event this
       Agreement is terminated in accordance with its terms. The performance
         by C1 Indirect Millennium Sub LLC of its obligations under Section 8 of
       this Agreement will not contravene any provision of applicable law or
   the Articles of Association of the Company, the limited liability
    company agreement or other organizational documents of C1 Indirect
      Millennium Sub LLC or any agreement or other instrument binding upon
        the Company or any of its subsidiaries that is material to the Company
   and its subsidiaries, taken as a whole, or any judgment, order or
      decree of any governmental body, agency or court having jurisdiction
over the Company or any subsidiary, and no consent, approval, 
         authorization or order of, or qualification with, any governmental body
     or agency is required for the purchase of the New Firm Shares by C1
Indirect Millennium Sub LLC under Section 8 of this Agreement.

      (II) REPRESENTATIONS AND WARRANTIES OF THE SELLING
SHAREHOLDERS. Each Selling                                                      

EX-1.1
15th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 15th
Shareholder represents and warrants to and agrees with each of the Underwriters 
that:                                                                           

                           (a) This Agreement has been duly authorized, executed
and delivered by or on behalf of such Selling Shareholder.    

                           (b) The Pricing Agreement has been duly authorized by
      such Selling Shareholder and, when executed and delivered, will be a
         valid and binding agreement of such Selling Shareholder, enforceable in
         accordance with its terms, subject to applicable bankruptcy, insolvency
   or similar laws affecting creditors' rights generally and general
principles of equity.                                         

                         (c) If such Selling Shareholder is a Warrantholder,
the execution and delivery by such Warrantholder of, and the  
  performance by such Warrantholder of its obligations under, this
        Agreement, the Pricing Agreement and its Irrevocable Power of Attorney
and Custody Agreement (each, a "POWER OF ATTORNEY AND CUSTODY 
   AGREEMENT"), effective as of February 18, 2000 and signed by such
Warrantholder and The Chase Manhattan Bank as Custodian (the  
   "CUSTODIAN"), will not contravene any provision of applicable law
(except in so far as indemnity and contribution is limited by 
         applicable law and public policy), or any certificate of incorporation,
bylaws or other equivalent organizational documents of such   
       Warrantholder, or any agreement or other instrument binding upon such
       Warrantholder that is material to such Warrantholder or any judgment,
  order or decree of any governmental body, agency or court having
 jurisdiction over such Warrantholder, and no consent, approval,
         authorization or order of, or qualification with, any governmental body
        or agency is required for the performance by such Warrantholder of its
         obligations under this Agreement, the Pricing Agreement or the Power of
      Attorney and Custody Agreement of such Warrantholder, except such as
   may be required by the securities or Blue Sky laws of the various
         states in connection with the offer and sale of the Shares and the ADSs
         and other than those already obtained from the Frankfurt Stock Exchange
   and the Nasdaq Stock Market, and under the securities laws of The
       Netherlands, the Securities Act, the Exchange Act and those as may be
      required for the listing of the Company's Share Capital on the Neuer
Markt segment of the Frankfurt Stock Exchange.                

                           (d) In the case of Carrier One LLC, the execution and
        delivery by Carrier One LLC of, and the performance by Carrier One LLC
         of its obligations under, this Agreement and the Pricing Agreement will
     not contravene any provision of applicable law (except in so far as
    indemnity and contribution is limited by applicable law and public
     policy), or any certificate of formation, bylaws, limited liability
   company agreement or other equivalent organizational documents of
    Carrier One LLC, or any agreement or other instrument binding upon
      Carrier One LLC that is material to Carrier One LLC or any judgment,
  order or decree of any governmental body, agency or court having
jurisdiction over Carrier One LLC, and no consent, approval,  
         authorization or order of, or qualification with, any governmental body
or agency is                                                  

EX-1.1
16th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 16th
    required for the performance by Carrier One LLC of its obligations
       under this Agreement and the Pricing Agreement, except such as may be
      required by the securities or Blue Sky laws of the various states in
         connection with the offer and sale of the Shares and the ADSs and other
       than those already obtained from the Frankfurt Stock Exchange and the
        Nasdaq Stock Market, and under the securities laws of The Netherlands,
       the Securities Act, the Exchange Act and those as may be required for
       the listing of the Company's Share Capital on the Neuer Markt segment
of the Frankfurt Stock Exchange.                              

                         (e) If such Selling Shareholder is a Warrantholder,
      such Warrantholder has placed in custody under its Power of Attorney
and Custody Agreement a number of Warrants that will become   
     exercisable, in connection with the Offering, into the Shares to be
      delivered and sold by such Selling Shareholder under this Agreement.

                         (f) If such Selling Shareholder is a Warrantholder,
       such Warrantholder has valid title to the Warrants each entitling the
         holder thereof to purchase the number of shares specified therein; such
       Warrantholder, immediately prior to the time the Shares to be sold by
    it are delivered to the Underwriters, will have valid title to the
Shares to be sold by such Selling Shareholder and each Selling
      Shareholder has the legal right and power, and all authorization and
     approval required by law, to enter into this Agreement, the Pricing
   Agreement and the Power of Attorney and Custody Agreement of such
        Selling Shareholder and to sell, transfer and deliver the Shares to be
sold by such Selling Shareholder and such Shares will be duly 
authorized, validly issued, fully paid and non-assessable.    

                          (g) Carrier One LLC has valid title to the Shares to
        be sold by it and has the legal right and power, and all authorization
    and approval required by law, to enter into this Agreement and the
      Pricing Agreement and to sell, transfer and deliver the Shares to be
       sold by it and such Shares are duly authorized, validly issued, fully
paid and non-assessable.                                      

                         (h) If such Selling Shareholder is a Warrantholder,
       the Power of Attorney and Custody Agreement of such Warrantholder has
        been duly authorized, executed and delivered by such Warrantholder and
        is a valid and binding agreement of such Warrantholder, enforceable in
         accordance with its terms, subject to applicable bankruptcy, insolvency
   or similar laws affecting creditors' rights generally and general
principles of equity.                                         

                           (i) Delivery of the Shares to be sold by such Selling
       Shareholder pursuant to this Agreement and the Pricing Agreement will
     pass title to such Shares free and clear of any security interests,
claims, liens, equities and other encumbrances.               

                        (j) The Selling Shareholder has not taken and will
not take, directly or                                         

EX-1.1
17th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 17th
         indirectly, any action which is designed to or which has constituted or
which might reasonably be expected to cause or result in the  
   stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares.       

                         (k) If such Selling Shareholder is a Warrantholder,
      the information provided by the Warrantholder in the Instruction and
       Request was true and correct as of the date on which it was made, and
        as of the date hereof. The Warrantholder consents to the disclosure of
      the information provided by it to the extent advisable in connection
 with the Offering, including the use of such information by the
         registered holder of the Warrants and the Custodian, and the registered
holder and the Custodian shall be deemed to be third-party    
         beneficiaries of this provision. Except as disclosed in the prospectus,
       within the past three years the Warrantholder has held no position or
 office or had any other material relationship with the Company.

                     (l) (i) The Registration Statement, on the date
        hereof and when it becomes effective, will not contain and, as amended
       or supplemented, if applicable, will not contain any untrue statement
    of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
     misleading, (ii) the Registration Statement and the U.S. Prospectus
       comply and, as amended or supplemented, if applicable, will comply in
        all material respects with the Securities Act and the applicable rules
and regulations of the Commission thereunder, (iii) the German
     Prospectus complies and, as amended or supplemented, if applicable,
  will comply in all material respects with all applicable laws of
   Germany and all applicable rules and regulations of any competent
         German government, regulatory or stock exchange authority, (iv) neither
      the U.S. Prospectus nor the International Prospectus contains or, as
 amended or supplemented, if applicable, will contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, and (v) the German Prospectus
         does not contain an untrue statement of, or omit to state, a fact which
is material for the assessment of an investment in the shares 
         (UNRICHTIGE ODER UNVOLLSTANDIGE ANGABEN, WELCHE FUR DIE BEURTEILUNG DER
       WERTPAPIERE WESENTLICH SIND), all within the meaning of Section 13 of
         the German Securities Sales Prospectus Act and Section 45 of the German
        Stock Exchange Act, except that the representations and warranties set
        forth in this paragraph 1(II)(l) apply only to statements or omissions
        in the Registration Statement or the Prospectus based upon information
         relating to the Selling Shareholder or any shareholder, general partner
      or limited partner or member of the Selling Shareholder, as the case
 may be, or any other person holding a direct or indirect equity
         interest in the Selling Shareholder and furnished to the Company or the
       Custodian in writing by such Selling Shareholder, in the case of each
     Warrantholder, for use therein and, in the case of Carrier One LLC,
specifically for use therein.                                 

                  2. AGREEMENTS TO SELL AND PURCHASE. Each Seller, severally and
not jointly,                                                                    

EX-1.1
18th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 18th
hereby agrees to sell to the several Underwriters, and each Underwriter, upon   
the basis of the representations and warranties herein contained, but subject to
the conditions hereinafter stated, agrees, severally and not jointly, to        
purchase from such Seller at the Share Offer Price (as defined below) the number
of Firm Shares (subject to such adjustments to eliminate fractional shares as   
the Global Coordinators may determine) that bears the same proportion to the    
number of Firm Shares to be sold by such Seller as the number of Firm Shares set
forth in Schedule I hereto opposite the name of such Underwriter bears to the   
total number of Firm Shares.                                                    

                On the basis of the representations and warranties contained
in this Agreement, and subject to its terms and conditions, the Company and each
of the Selling Shareholders agrees to sell to the several Underwriters the      
Additional Shares, and the Underwriters shall have a one-time right to purchase,
severally and not jointly, up to an aggregate of 1,406,250 Additional Shares at 
the Share Offer Price. If MSIL, after consultation with SBIL, elects to exercise
such option on behalf of the Underwriters, MSIL shall so notify the Company and 
the Selling Shareholders in writing not later than 30 days after the Closing    
Date, which notice shall specify the number of Additional Shares to be purchased
by the Underwriters and the date on which such shares are to be purchased (the  
"OPTION CLOSING DATE"). Such date may be the same as the Closing Date but not   
earlier than the Closing Date nor later than ten business days after the date of
such notice. Additional Shares may be purchased as provided in Section 5 hereof 
solely for the purpose of covering overallotments made in connection with the   
offering of the Firm Shares. If any Additional Shares are to be purchased, each 
Underwriter agrees, severally and not jointly, to purchase (a) first the number 
of Additional Shares to be purchased from the Company (subject to such          
adjustments to eliminate fractional shares as the Global Coordinators may       
determine) that bears the same proportion to the total number of Additional     
Shares to be purchased from the Company as the number of Firm Shares set forth  
in Schedule I hereto opposite the name of such Underwriter bears to the total   
number of Firm Shares, and (b) then the number of remaining Additional Shares to
be purchased from the Selling Shareholders (subject to such adjustments to      
eliminate fractional shares as the Global Coordinators may determine) that bears
the same proportion to the total number of remaining Additional Shares to be    
purchased from the Selling Shareholders as the number of Firm Shares set forth  
in Schedule I hereto opposite the name of such Underwriter bears to the total   
number of Firm Shares.                                                          

             Each Seller hereby agrees that, without the prior written
consent of the Global Coordinators on behalf of the Underwriters, it will not,  
during the period ending 180 days after the date of the Prospectus, (i) offer to
sell, pledge, sell, contract to sell, sell any option or contract to purchase,  
purchase any option or contract to sell, grant any option, right or warrant to  
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of its common stock or any securities convertible into or exercisable or 
exchangeable for its common stock or (ii) enter into any swap or other          
arrangement that transfers to another, in whole or in part, any of the economic 
consequences of ownership of its common stock, whether any such                 
transaction described in clause (i) or (ii) above is to be settled by delivery  
of                                                                              

EX-1.1
19th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 19th
shares of common stock or other securities, in cash or otherwise. The           
foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B)  
the issuance by the Company of shares of its common stock upon the exercise of  
an option or warrant or the conversion of a security outstanding on the date    
hereof of which the Underwriters have been advised in writing, (C) transactions 
by any person other than the Company relating to shares of common stock or other
securities acquired in open market transactions after the completion of the     
offering of the Shares, (D) transfers of shares of common stock or other        
securities by any person other than the Company to the Company or any of its    
subsidiaries pursuant to any purchase rights under the Company's share purchase 
and share option plans, (E) the issuance by the Company of shares of its common 
stock to employees of the Company or its subsidiaries, or to subsidiaries of the
Company, pursuant to its existing share purchase plans described in the         
Prospectus and (F) the grant of options to purchase shares of its common stock  
pursuant to its share option plan. In addition, each Selling Shareholder, agrees
that, without the prior written consent of the Global Coordinators on behalf of 
the Underwriters, it will not, during the period ending 180 days after the date 
of the Prospectus, make any demand for, or exercise any right with respect to,  
the registration of any shares of common stock or any security convertible into 
or exercisable or exchangeable for common stock, which consent is hereby given  
for any action taken in connection with its rights and obligations under the    
warrants registration rights agreement among the Company and The Chase Manhattan
Bank, as Warrant Agent.                                                         

                  Notwithstanding the foregoing, in connection with transfers by
any Selling Shareholder, (A)(i) gifts and transfers by will or intestacy or (ii)
transfers to (A) the Selling Shareholder's members, partners, affiliates or     
immediate family or (B) a trust, the beneficiaries of which are the Selling     
Shareholder and/or members of the Selling Shareholder's immediate family, shall 
not be prohibited by this agreement; PROVIDED that (x) the donee or transferee  
agrees in writing to be bound by the foregoing in the same manner as it applies 
to the Selling Shareholder and (y) if the donor or transferor is a reporting    
person subject to Section 16(a) of the Securities Exchange Act of 1934 (the     
"EXCHANGE ACT"), any gifts or transfers made in accordance with this paragraph  
shall not require such person to, and such person shall not voluntarily, file a 
report of such transaction of Form 4 under the Exchange Act. "Immediate family" 
shall mean spouse, lineal descendants, father, mother, brother or sister of the 
transferor and father, mother, brother or sister of the transferor's spouse.    

          With respect to all or any portion of the shares to be
acquired for offer and sale in the United States or Canada to United States or  
Canadian Persons, the Underwriters may elect to have Shares in the form of ADSs 
delivered by the Company through the Depositary and to pay the ADS Offer Price  
(as defined below) therefor, in lieu of and in satisfaction of the Company's    
obligation to deliver such Shares and the obligation of such Underwriters to pay
the Share Offer Price for such Shares. Notice of such election shall be given by
the Global Coordinators by 12:00 p.m. Frankfurt time, one business day prior to 
the Closing Date or the Option Closing Date, as the case may be (the            
"NOTIFICATION TIME").                                                           

EX-1.1
20th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 20th
                  3. TERMS OF OFFERINGS. The Sellers are advised by you that the
Underwriters propose to make a public offering in Germany and the United States 
and private placements outside Germany and the United States of their respective
portions of the Shares and the ADSs as soon after the Registration Statement has
become effective (and, with respect to the public offering in Germany, after the
availability of the UNVOLLSTANDIGER VERKAUFSPROSPEKT has been published) as in  
your judgment is advisable. The price at which the Shares are to be initially   
offered (the "SHARE OFFER PRICE"), and the price at which the ADSs are to be    
initially offered (the "ADS OFFER PRICE") will be determined in accordance with 
the terms of the Pricing Agreement as mutually agreed by the parties thereto. In
addition, the Sellers are advised by you that the Shares are to be offered to   
certain dealers selected by you at a price that represents a concession under   
the Share Offer Price or ADS Offer Price, to any Underwriter or to certain other
dealers, and that any Underwriter may allow, and such dealers may reallow, a    
concession, each as set forth in the Pricing Agreement. The Company shall also  
pay to the Global Coordinators on behalf of the German listing consortium       
(BORSENEINFUHRUNGSKONSORTIUM) a listing fee (BORSENEINFUHRUNGSPROVISION) of 1%  
of the entire nominal share capital which is to be admitted for trading to the  
Frankfurt Stock Exchange, Neuer Markt segment. Any Spread (as defined below) as 
well as the listing fee, not otherwise deducted from the aggregate Share Offer  
Price or ADS Offer Price to be paid to the Company or any Selling Shareholders, 
shall be paid by the Company or by the Selling Shareholders, on a pro rata basis
in proportion to the number of Shares being sold by each Selling Shareholder,   
upon demand to the Global Coordinators.                                         

               4. SUBSCRIPTION FOR NEW FIRM SHARES. (a) In accordance with
the provisions of this Section 4, MSIL shall (i) subscribe for 7,500,000 Firm   
Shares to be issued by the Company on the date hereof (the "NEW FIRM SHARES") at
the Subscription Price and (ii) pay to the Company the Subscription Price for   
each of the subscribed New Firm Shares for the purpose of effecting the capital 
increase on the date hereof.                                                    

                           (b) For the purpose of effecting the capital increase
      and the issuance of such New Firm Shares, the Underwriters authorize
MSIL to subscribe for New Firm Shares to be allocated to such 
         Underwriters, together with New Firm Shares to be allocated to MSIL for
        its own account, at the Subscription Price per New Firm Share pursuant
        to the conditions below, and to make available to the Company the full
       amount of the Subscription Price for the New Firm Shares as specified
   above. MSIL shall act in its own name and on its own account with
       respect to that number of New Firm Shares to be issued by the Company
       set forth across from the name of MSIL on Schedule I attached hereto,
       and, to the extent that MSIL subscribes for New Firm Shares on behalf
      of the other Underwriters, MSIL shall not act in its own name but in
    its capacity as agent of the other Underwriters. MSIL shall not be
liable for the performance of the obligations of the other    
Underwriters.                                                 

                         (c) MSIL shall subscribe for the number of New Firm
    Shares set forth above by delivering to the Company a subscription
certificate substantially in the                              

EX-1.1
21st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 21st
        form as set out in Annex B ("SUBSCRIPTION CERTIFICATE") simultaneously
         with the execution of this Agreement. The Subscription Certificate will
      expire, in accordance with its terms, on the date of this Agreement,
 11:00 a.m. Frankfurt time in the event that the increase of the
         Company's capital represented by the New Firm Shares, as evidenced by a
   certified copy of resolutions (the "RESOLUTIONS") of the Board of
 Directors of the Company or a duly authorized committee thereof
      authorizing such capital increase, has not been effected before that
      time. For value on the date hereof, MSIL shall simultaneously effect
        payment of the aggregate Subscription Price of the New Firm Shares for
      which it has subscribed to a special account at Morgan Stanley & Co.
   Incorporated (the "CAPITAL INCREASE ACCOUNT"), such account to be
non-interest bearing and free of charges.                     

                           (d) If the increase of the Company's share capital in
       an amount equal to the aggregate par value of the New Firm Shares has
       not been duly authorized by 11:00 a.m. Frankfurt time, on the date of
      this Agreement, the Subscription Certificate for the New Firm Shares
    shall expire and the Company hereby authorizes MSIL to immediately
        transfer, in same day funds, the aggregate Subscription Price from the
   Capital Increase Account to an account specified by MSIL. In such
    event, MSIL and the Company may agree that MSIL shall submit a new
         Subscription Certificate for the New Firm Shares subscribed pursuant to
   Section 4 (to expire in accordance with its terms on a date to be
determined by MSIL) and effect a new credit for the aggregate 
     Subscription Price for such New Firm Shares to the Capital Increase
         Account. If MSIL and the Company have not agreed on the submission of a
      new Subscription Certificate for such New Firm Shares on or prior to
        the second day following the date of the Agreement, all obligations of
   MSIL to subscribe for, and all obligations of the Underwriters to
purchase, the New Firm Shares shall terminate.                

                         (e) Upon passing by the Company of the Resolutions,
         the Company will deliver the Global Share Certificates to MSIL who will
  deliver the Global Share Certificates to Clearstream Banking AG,
Frankfurt am Main ("CLEARSTREAM, FRANKFURT").                 

                     (f) Notwithstanding any other provision in this
         Agreement relating to the subscription for Firm Shares, Firm Shares may
     be subscribed for by Morgan Stanley Bank AG or Morgan Stanley & Co.
Incorporated in full satisfaction of the obligation of MSIL to
       subscribe for such Firm Shares. If and to the extent that Firm Shares
        have been subscribed for by Morgan Stanley Bank AG or Morgan Stanley &
   Co. Incorporated, each reference in this Agreement to MSIL in its
capacity as subscriber for such Firm Shares shall constitute a
reference to Morgan Stanley Bank AG or Morgan Stanley & Co.   
Incorporated, as applicable.                                  

                 5. PAYMENT AND DELIVERY. (a) (i) MSIL shall surrender the New
Firm Shares subscribed for and received on behalf of the Underwriters (other    
than MSIL) against payment of the Share Offer Price or, in the case of shares to
be delivered in the form of ADSs,                                               

EX-1.1
22nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 22nd
the ADS Offer Price, to an account to be specified by MSIL. Except as otherwise 
provided for in the Agreement Among Underwriters dated the date hereof among the
Global Coordinators and the other Underwriters (the "AGREEMENT AMONG            
UNDERWRITERS"), each of the Underwriters (except for MSIL) shall accept from    
MSIL (and MSIL shall retain) the New Firm Shares sold by the Company up to the  
number set forth in Schedule I opposite the name of such Underwriter.           

                               (ii) Subject to receipt by MSIL of such
           amounts from the several Underwriters, MSIL shall cause
                payment to the Company on behalf of the several Underwriters
                in satisfaction of their obligation to purchase the New Firm
         Shares or Additional Shares to be sold by the Company
                 hereunder, of an amount equal to the aggregate number of such
                  Firm Shares or Additional Shares sold by the Company hereunder
              multiplied by the Share Offer Price or, in the case of any
             Shares to be delivered in the form of ADSs, the aggregate
               number of such ADSs multiplied by the ADS Offer Price, less
                 the aggregate Subscription Price for such Firm Shares and the
             aggregate amount of the gross spread, as set forth in the
             Pricing Agreement (the "SPREAD"), in respect of such Firm
                  Shares or Additional Shares. Any such payment shall be made on
                [__________], 2000, or on such other date as shall be agreed
                by the Company and the Global Coordinators (the date of such
                payment hereinafter being referred to as the "CLOSING DATE")
                  or the Option Closing Date, as the case may be, in immediately
                  available funds, to the Capital Increase Account, with respect
                to the Shares delivered to purchasers in the form of Shares,
                in Euro and, with respect to Shares delivered in the form of
ADSs, in U.S. dollars.                      

                                  (iii) In the absence of instruction by the
           Company to the contrary, MSIL shall promptly thereafter
                 transfer the complete balance in the Capital Increase Account
           to an account of the Company at [Name of Company Bank].

                        (b) (i) Subject to receipt by MSIL of such amounts
        from the other Underwriters, MSIL shall cause payment to the Custodian
       on behalf of the Warrantholders on behalf of the several Underwriters
    in satisfaction of their obligation to purchase the Firm Shares or
         Additional Shares from the Warrantholders hereunder, of an amount equal
     to the number of Firm Shares or Additional Shares multiplied by the
        Share Offer Price or, in the case of any Shares to be delivered in the
       form of ADSs, the aggregate number of such ADSs multiplied by the ADS
      Offer Price less the aggregate Spread in respect of such Shares. Any
      such payment shall be made on the Closing Date or the Option Closing
 Date, as the case may be, in immediately available funds to the
        Custodian on behalf of the Warrantholders as shall have been specified
        in writing to the Global Coordinators not later than two business days
         before the Closing Date or the Option Closing Date, as the case may be,
       with respect to Shares delivered to purchasers in the form of Shares,
     in Euro, and, with respect to Shares delivered in the form of ADSs,
in U.S. dollars.                                              

EX-1.1
23rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 23rd
                               (ii) Subject to receipt by MSIL of such
                 amounts from the other Underwriters, MSIL shall cause payment
               to Carrier One LLC on behalf of the several Underwriters in
                satisfaction of their obligation to purchase the Firm Shares
              or Additional Shares from Carrier One LLC hereunder, of an
                  amount equal to the number of Firm Shares or Additional Shares
              multiplied by the Share Offer Price or, in the case of any
             Shares to be delivered in the form of ADSs, the aggregate
                  number of such ADSs multiplied by the ADS Offer Price less the
                aggregate Spread in respect of such Shares. Any such payment
                 shall be made on the Closing Date or the Option Closing Date,
            as the case may be, in immediately available funds to an
             account or accounts of Carrier One LLC as shall have been
                  specified in writing to the Global Coordinators not later than
           two business days before the Closing Date or the Option
            Closing Date, as the case may be, with respect to Shares
                delivered to purchasers in the form of Shares, in Euro, and,
                 with respect to Shares delivered in the form of ADSs, in U.S.
dollars.                                    

                     (c) All Shares to be delivered pursuant to this
   Agreement at the Closing Date or the Option Closing Date shall be
     delivered to the several Underwriters, against payment of the Share
         Offer Price, by MSIL or the Global Coordinators, as the case may be, by
       book entry transfer in Clearstream, Frankfurt to (i) deposit accounts
        at Clearstream Frankfurt as specified by the Global Coordinators, (ii)
    an account specified by Morgan Guaranty Trust Company of New York,
   Brussels office, as operator of the Euroclear System and (iii) an
account specified by Clearstream Banking, societe anonyme     
         ("CLEARSTREAM, LUXEMBOURG"), in each case, in such amount as the Global
Coordinators may designate.                                   

                           (d) It is understood and agreed by the parties hereto
        that no delivery of Shares or ADSs to be purchased and sold under this
     Agreement at the Closing Date or at the Option Closing Date, as the
         case may be, shall be effective until the Global Coordinators have been
     furnished on the Closing Date or at the Option Closing Date, as the
  case may be, with evidence reasonably satisfactory to the Global
        Coordinators of the execution in favor of, or at the direction of, the
        Underwriters of all book-entry transfers of Shares and ADSs to be made
in favor of, or at the direction of them on such date.        

                6. CONDITIONS TO MSIL'S OBLIGATION TO DELIVER A SUBSCRIPTION
CERTIFICATE FOR NEW FIRM SHARES. The obligation of MSIL to deliver a            
Subscription Certificate for the New Firm Shares to be issued by the Company is 
subject to the condition that, at and as of the time the Subscription           
Certificate for such New Firm Shares are signed by MSIL and delivered to the    
Company (the "SUBSCRIPTION TIME"):                                              

                         (a) Subsequent to the signing of this Agreement and
prior to the                                                  

EX-1.1
24th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 24th
         delivery of the Subscription Certificate, there shall not have occurred
       (i) any change, or any development involving a prospective change, in
        the condition, financial or otherwise, or in the earnings, business or
        operations of the Company and its subsidiaries, taken as a whole, from
   that set forth in the Prospectus as in effect at the date of this
Agreement (exclusive of any amendments or supplements thereto 
    subsequent to the date of this Agreement) that, in the judgment of
      MSIL, after consultation with SBIL, is material and adverse and that
        makes it, in its judgment, impracticable to market the Shares and ADSs
         on the terms and in the manner contemplated in the Prospectus, and (ii)
       any downgrading, nor shall any notice have been given of any intended
      or potential downgrading or of any review for a possible change that
   does not indicate the direction of the possible change, in rating
   accorded the Company or any of the Company's securities or in the
rating outlook for the Company by any "nationally recognized  
        statistical rating organization", as such term is defined for purposes
of Rule 436(g)(2) under the Securities Act.                   

                     (b) The Company shall have performed all of its
obligations hereunder theretofore to be performed.            

                          (c) MSIL shall have received certified copies of the
     Board of Directors' resolutions resolving to issue and sell the New
Firm Shares to be sold by the Company.                        

                       (d) MSIL shall have received an opinion of Bonn &
     Schmitt, Luxembourg counsel for the Company, dated the date hereof,
covering the matters described in ANNEX C.                    

                          (e) MSIL shall have received an opinion of Debevoise
      & Plimpton, Special New York counsel for the Company, dated the date
hereof, covering the matters described in ANNEX D.            

                    (f) MSIL shall have received an opinion of the
    General Counsel of the Carrier1 International GmbH, a wholly-owned
        subsidiary of the Company, dated the date hereof, covering the matters
described in ANNEX E.                                         

                          (g) MSIL shall have received an opinion of Elvinger,
        Hoss & Prussen, special Luxembourg counsel for the Underwriters, dated
the date hereof, covering the matters described in ANNEX F.   

                      (h) MSIL shall have received the comfort letter,
        dated the date of the UNVOLLSTANDIGER VERKAUFSPROSPEKT, referred to in
Section 7(i) hereof.                                          

                     (i) None of the events specified in Section 13,
clauses (a)(i) through (a)(iv), shall have occurred.          

EX-1.1
25th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 25th
            7. CONDITIONS TO PAYMENT. The several obligations of the
Underwriters hereunder (except for the subscription and payment obligations     
pursuant to Section 4 and Section 8 and the covenants in Section 9) shall be    
subject to the conditions that prior to 9:00 a.m. Frankfurt time on the Closing 
Date, unless otherwise specified below:                                         

                     (a) (i) The Company shall have delivered to the
    Global Coordinators in accordance with Section 4(e), duly executed
Global Share Certificates evidencing the New Firm Shares and a
  certified copy of the Resolutions (ii) at or before the time the
 Pricing Agreement is executed, (x) the Warrants shall have been
   exercised and the underlying Shares shall have been issued by the
Company, as evidenced by certified resolutions of the Board of
         Directors of the Company or a duly authorized committee thereof, a copy
       of which has been provided to the Global Coordinators, authorizing an
   increase in the Company's share capital in an amount equal to the
   aggregate exercise price of the Warrants, which resolution may be
       included with the Resolutions referred to above and (y) evidence that
        such shares have been reflected in the Company's share registry, (iii)
       the Warrantholders and the Company shall have delivered to the Global
       Coordinators a Global Share Certificate evidencing the Firm Shares to
         be sold by the Warrantholders, and (iv) Carrier One LLC and the Company
shall have delivered to the Global Coordinators a Global Share
       Certificate evidencing the Firm Shares to be sold by Carrier One LLC,
 which may be included in the Global Share Certificate delivered
pursuant to clause (i) above.                                 

                        (b) At or before the time the Pricing Agreement is
   executed, the Registration Statement shall have become effective.

                    (c) The Pricing Agreement shall have been duly
  executed by the Company, the Selling Shareholders (including the
       necessary approval of the Share Offer Price by the Company's Board of
  Directors or a duly authorized committee thereof) and the Global
        Coordinators on behalf of the Underwriters; prior to entering into the
   Pricing Agreement the Global Coordinators shall have received the
      certificates, letters and resolutions referred to in paragraphs (a),
       (e), (h)(iii), (i), (k) and (n) of this Section in no event shall the
       Global Coordinators be obliged to enter into the Pricing Agreement if
         an event referred to in paragraph (d) below or Section 13, clauses a(i)
through a(iv) has occurred.                                   

                          (d) Subsequent to the execution and delivery of this
 Agreement and prior to the time of payment on the Closing Date:

                             (i) there shall not have occurred any
            downgrading, nor shall any notice have been given of any
            intended or potential downgrading or of any review for a
               possible change that does not indicate the direction of the
                 possible change, in the rating accorded the Company or any of
the Company's securities                    

EX-1.1
26th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 26th
               or in the rating outlook for the Company by any "nationally
                recognized statistical rating organization," as such term is
               defined for purposes of Rule 436(g)(2) under the Securities
Act; and                                    

                              (ii) there shall not have occurred any
                 change, or any development involving a prospective change, in
              the condition, financial or otherwise, or in the earnings,
               business or operations of the Company and its subsidiaries,
           taken as a whole, from that set forth in the Prospectus
                  (exclusive of any amendments or supplements thereto subsequent
                 to the date of this Agreement) that, in the judgment of MSIL,
                  after consultation with SBIL, is material and adverse and that
                 makes it, in its judgment, impracticable to market the Shares
               and ADSs on the terms and in the manner contemplated in the
Prospectus.                                 

                       (e) The Underwriters shall have received both (i)
       immediately prior to entering in to the Pricing Agreement and (ii) on
         the Closing Date, a certificate dated the date of the Pricing Agreement
     or the Closing Date, as the case may be, and signed by an executive
    officer of the Company, to the effect set forth in Section 7(d)(i)
        above and to the effect that the representations and warranties of the
        Company contained in this Agreement and the Pricing Agreement are true
        and correct as of such date and that the Company has complied with all
         of the agreements and satisfied all of the conditions on its part to be
performed or satisfied hereunder on or before such date.      

                The officer signing and delivering such certificate may rely
upon the best of his or her knowledge as to proceedings threatened.             

                           (f) No stop order suspending the effectiveness of the
       Registration Statement shall be in effect and no proceedings for such
        purpose shall be pending before or, to the knowledge of the Company or
the Underwriters, threatened by the Commission.               

                     (g) The Underwriters shall have received on the
      Closing Date (i) an opinion of Bonn & Schmitt, Luxembourg counsel to
        the Company, substantially in the form set forth in EXHIBIT B, (ii) an
   opinion of Debevoise & Plimpton, special New York counsel for the
        Company, dated the Closing Date, to the effect set forth in EXHIBIT C,
       (iii) an opinion of the General Counsel of the Carrier1 International
         GmbH, a wholly-owned subsidiary of the Company, to the effect set forth
     in EXHIBIT D, (iv) opinions of local counsel in Germany, the United
        Kingdom, The Netherlands, France and Sweden to the effect set forth in
      EXHIBIT E, (v) opinion or opinions of counsel for Carrier One LLC to
        the effect set forth in EXHIBIT F and (vi) opinions of counsel for the
        Selling Shareholders that have requested inclusion of more than 50,000
      Shares, prior to any cutback, as shall be satisfactory to the Global
       Coordinators, covering the applicable matters described in EXHIBIT I.
Such opinions shall be rendered to the Underwriters at        

EX-1.1
27th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 27th
        the request of the Company or one or more of the Selling Shareholders,
as the case may be, and shall so state therein.               

                     (h) The Underwriters shall have received on the
   Closing Date (i) an opinion of Shearman & Sterling, United States
       counsel for the Underwriters, (ii) an opinion of De Bandt, van Hecke,
       Lagae & Loesch, Luxembourg counsel for the Underwriters, and (iii) an
      opinion of Shearman & Sterling, German counsel for the Underwriters,
each dated the Closing Date, in form and substance reasonably 
satisfactory to the Global Coordinators and (iv) an opinion of
Elvinger, Hoss & Prussen, special Luxembourg counsel to the   
 Underwriters, substantially in the form set forth in EXHIBIT G.

                          (i) The Underwriters shall have received, on each of
     the date hereof, the date of the Pricing Agreement, and the Closing
        Date, a letter dated the date of the UNVOLLSTANDIGER VERKAUFSPROSPEKT,
       the date of the Pricing Agreement and the Closing Date, respectively,
         in form and substance satisfactory to the Underwriters, from Deloitte &
Touche Experta AG, independent public accountants, containing 
statements and information of the type ordinarily included in 
    accountants' "comfort letters" to underwriters with respect to the
         financial statements and certain financial information contained in the
     Registration Statement and the Prospectus; PROVIDED that the letter
      delivered on the Closing Date shall use a "cut-off date" not earlier
than the date of the Pricing Agreement.                       

                    (j) The Underwriters shall have receive on the
       Closing Date an opinion of Ziegler, Ziegler & Altman, counsel for the
       Depositary, dated the Closing Date, covering the matters described in
EXHIBIT H hereto.                                             

                         (k) The "lock-up" agreements, each substantially in
      the form of EXHIBIT A hereto, executed by the shareholders, officers
        and directors of the Company listed on EXHIBIT A-2 hereto, relating to
       sales and certain other dispositions of common stock or certain other
    securities, shall have been delivered to you on or before the date
hereof.                                                       

                         (l) The ADSs shall have been approved for quotation
   on the Nasdaq National Market, subject only to official notice of
         issuance, and the then existing share capital of the Company shall have
       been approved for listing on the Neuer Markt segment of the Frankfurt
Stock Exchange.                                               

                    (m) The representations and warranties of each
 Selling Shareholder contained in this Agreement and the Pricing
   Agreement shall be true and correct as of the date of the Pricing
Agreement and the Closing Date and each Selling Shareholder   
         shall have complied with all of the agreements and satisfied all of the
     conditions on its part to be performed or satisfied hereunder on or
before the Closing Date. The                                  

EX-1.1
28th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 28th
         Underwriters shall have received both (i) immediately prior to entering
       into the Pricing Agreement and (ii) on the Closing Date, certificates
     dated the Closing Date and signed by the Selling Shareholders or by
their attorneys-in-fact to the effect set forth above.        

                          (n) You shall have received such other documents and
  certificates as are reasonably requested by you or your counsel.

            MSIL, after consultation with SBIL, may waive any of the
foregoing conditions in its discretion. If any of the foregoing conditions has  
not occurred on the Closing Date and MSIL shall not have waived such condition  
pursuant to the preceding sentence, MSIL, after consultation with SBIL, may     
terminate this Agreement and the provisions set out in Section 8 shall apply.   

           The several obligations of the Underwriters to purchase
Additional Shares hereunder are subject to the delivery to the Global           
Coordinators on the Option Closing Date of a Global Share Certificate evidencing
the Additional Shares to be sold by each of the Company and the Selling         
Shareholders, or evidence otherwise satisfactory to the Global Coordinators that
such shares have been included in the Global Share Certificates referred to in  
paragraph (a) above, and such documents as they may reasonably request in       
connection with the issuance of the Additional Shares, which shall be in        
substantially similar scope and substance to the documents delivered at the     
Closing Date, including without limitation opinions of counsel.                 

              8. CONSEQUENCES OF TERMINATION. If this Agreement has been
terminated for any reason after the delivery of the Subscription Certificate and
the passing by the Board of Directors of the Company of the Resolutions, then,  
as soon as practicable but in any event within 30 days after the date of such   
termination, the Company shall have the right to require that the Underwriters  
sell such Firm Shares to the Company, a subsidiary of the Company or to a       
purchaser designated in writing by the Company, and the Underwriters agree to   
sell such Firm Shares to the Company, such subsidiary or such purchaser and     
shall have the right to require the Company or C1 Indirect Millennium Sub LLC to
repurchase such New Firm Shares, at a price equal to the aggregate Subscription 
Price paid for such shares plus (a) any financing costs incurred by the         
Underwriters in connection with the funding of Capital Increase Account in the  
period from subscription through the date of such sale and (b) expenses pursuant
to Section 10 below.                                                            

              MSIL shall act in its own name and on its own account with
respect to that number of New Firm Shares subscribed by it set forth across from
the name of MSIL on Schedule I attached hereto, and, to the extent that MSIL    
subscribes for New Firm Shares on behalf of the other Underwriters, MSIL shall  
not act in its own name but in its capacity as agent of the other Underwriters. 
MSIL shall not be liable for the performance of the obligations of the other    
Underwriters.                                                                   

                9. COVENANTS. (i) In further consideration of the agreements
of the Underwriters herein contained, the Company covenants with each           
Underwriter as follows:                                                         

EX-1.1
29th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 29th
                           (a) To furnish to you, without charge, [seven] signed
       copies of the Registration Statement (including exhibits thereto) and
for delivery to each other Underwriter a conformed copy of the
         Registration Statement (without exhibits thereto) and to furnish to you
     in New York City, without charge, prior to 10:00 a.m. New York City
         time on the business day next succeeding the date of this Agreement and
      during the period mentioned in Section 9(c) below, as many copies of
     the Prospectus and any supplements and amendments thereto or to the
Registration Statement as you may reasonably request.         

                           (b) Before amending or supplementing the Registration
    Statement or the Prospectus, to furnish to you a copy of each such
    proposed amendment or supplement and not to file any such proposed
     amendment or supplement to which you reasonably object, and to file
    with the Commission within the applicable period specified in Rule
     424(b) under the Securities Act any prospectus required to be filed
pursuant to such Rule.                                        

                         (c) If, (i) during such period after the first date
      of the public offering of the Shares as in the reasonable opinion of
      counsel for the Underwriters the Prospectus is required by law to be
        delivered in connection with sales by an Underwriter or dealer or (ii)
         at any time within six months following the completion of the offer and
  sale of the Shares by the Underwriters, any event shall occur or
  condition exist as a result of which it is necessary to amend or
       supplement the Prospectus in order to make the statements therein, in
      the light of the circumstances when the Prospectus is delivered to a
        purchaser, not misleading, or if, in the reasonable opinion of counsel
  for the Underwriters, it is necessary to amend or supplement the
      Prospectus to comply with applicable law, forthwith to prepare, file
   with the Commission and the Frankfurt Stock Exchange, publish and
     furnish, at its own expense, to the Underwriters and to the dealers
      (whose names and addresses you will furnish to the Company) to which
        Shares or ADSs may have been sold by you on behalf of the Underwriters
         and to any other dealers upon request, either amendments or supplements
  to the Prospectus so that the statements in the Prospectus as so
     amended or supplemented will not, in the light of the circumstances
      when the Prospectus is delivered to a purchaser, be misleading or so
        that the Prospectus, as amended or supplemented, will comply with law.

                         (d) To endeavor to qualify the Shares for offer and
sale under the U.S. state securities or Blue Sky laws of such 
   jurisdictions as you shall reasonably request, applicable laws of
    Germany, The Netherlands, Japan and of such other jurisdictions as
      otherwise reasonably requested by you as a result of a change in law
         occurring after the date hereof and prior to the Closing Date or Option
Closing Date; PROVIDED, HOWEVER, that the Company shall not be
   obligated to file any general consent to service of process or to
  qualify as a foreign corporation or as a dealer in securities in

EX-1.1
30th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 30th
       any jurisdiction in which it is not so qualified or to subject itself
       to taxation in respect of doing business in any jurisdiction in which
it is not otherwise so subject.                               

                      (e) To make generally available to the Company's
security holders and to you as soon as practicable an earnings
      statement covering the twelve-month period ending June 30, 2001 that
         satisfies the provisions of Section 11(a) of the Securities Act and the
     rules and regulations of the Commission thereunder and to generally
      comply with the reporting requirements of the Neuer Markt segment of
the Frankfurt Stock Exchange.                                 

                          (f) To comply with the undertakings set forth in the
       Prospectus under the heading "Taxation--Certain United States Federal
Income Tax Considerations."                                   

                       (g) To place stop transfer orders on any Directed
       Shares that have been sold to Participants subject to the three month
    restriction on sale, transfer, assignment, pledge or hypothecation
    imposed by NASD Regulation, Inc. under its Interpretative Material
         2110-1 on free-riding and withholding to the extent necessary to ensure
compliance with the three month restrictions.                 

                     (h) To comply in all material respects with all
        applicable securities and other applicable laws, rules and regulations
  in each jurisdiction in which the Directed Shares are offered in
        connection with the Directed Share Program, assuming compliance by the
Underwriters with the provisions of Section 9(ii) hereof.     

                           (i) To have the Firm Shares and any Additional Shares
      which are sold by the Company and the Warrantholders pursuant to the
      terms of this Agreement and the Pricing Agreement duly recorded on a
      notarial deed as promptly as practicable following the date which is
        the earlier of (i) 40 days after the Closing Date and (ii) the date on
    which all the Additional Shares have been sold to the Underwriters
pursuant to this Agreement.                                   

                 (j) Without the prior consent of the Global
         Coordinators not to, and to use its best efforts to ensure that none of
        its subsidiaries will, make any press or public announcement or public
        comment, other than in the ordinary course of business, intended to be
published in the press concerning the Company or any of its   
        subsidiaries (or concerning the offering of the Shares and the ADSs in
         Germany or elsewhere after the execution of this Agreement and prior to
         30 days after the Closing Date (unless the Company is obligated to make
         such announcement pursuant to applicable laws or rules of the Frankfurt
     Stock Exchange or the Commission or the NASD or any other competent
  regulatory body, in which event the Company prior to the release
         thereof will consult with the Global Coordinators as to the text of any
such announcement).                                           

EX-1.1
31st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 31st
                        (k) To advise the Global Coordinators on behalf of
    the Underwriters promptly after it receives notice thereof, of any
 communications received by the Company from the Frankfurt Stock
Exchange or the Nasdaq Stock Market and to furnish the Global 
Coordinators copies of any such written communications.       

                    (l) To use its best efforts to have the Shares
        approved for listing on the Neuer Markt segment of the Frankfurt Stock
     Exchange and the ADSs approved for quotation on the Nasdaq National
Market.                                                       

             (ii) Each Underwriter, jointly and severally, represents,
warrants and covenants with the Company as follows:                             

                         (a) Each Underwriter understands that no action has
      been or will be taken in any jurisdiction by the Underwriters or the
Company that would permit a public offering of the Shares, or 
       possession or distribution of the Prospectus, in preliminary or final
    form, in any jurisdiction where, or in any circumstances in which,
       action for that purpose is required, other than the United States and
       Germany. Each Underwriter represents, warrants and agrees that it has
         complied with and will comply with all applicable laws and regulations,
         and has made or obtained and will make or obtain all necessary filings,
    consents or approvals, in each jurisdiction in which it purchases,
     offers, sells or delivers Shares or distributes a prospectus or any
     offering or publicity materials (including, without limitation, any
       applicable requirements relating to the delivery of the International
     Prospectus, in preliminary or final form). Each Underwriter further
        represents, warrants and agrees that it has not made and will not make
         any offer, sale or delivery of Shares that would require the Company to
        make any filings or obtain any consents to comply with applicable laws
of any jurisdiction other than the United States, Germany, The
       Netherlands and Japan and any other jurisdiction as agreed to between
     the Company and the Global Coordinators pursuant to Section 9(i)(d)
hereof.                                                       

                          (b) Each Underwriter represents, warrants and agrees
       that (1) it has not offered or sold and, prior to the date six months
       after the Closing Date, will not offer or sell, any Shares to persons
   in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of  
investments (as principal or agent) for the purposes of their 
      businesses or otherwise in circumstances which have not resulted and
        will not result in an offer to the public in the United Kingdom within
         the meaning of the Public Offers of Securities Regulations 1995; (2) it
    has complied and will comply with all applicable provisions of the
    Financial Services Act 1986 with respect to anything done by it in
   relation to the Shares in, from or otherwise involving the United
         Kingdom; and (3) it has only issued or passed on and will only issue or
         pass on in the United Kingdom any document received by it in connection
        with the offering of the Shares to a person who is of a kind described
 in Article 11(3) of the Financial Services Act 1986 (Investment

EX-1.1
32nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 32nd
        Advertisements) (Exemptions) Order 1996 (as amended) or is a person to
   whom such document may otherwise lawfully be issued or passed on.

                          (c) Each Underwriter represents, warrants and agrees
      that it has not offered or sold, and agrees not to offer or sell, in
   The Netherlands or to or for the account of any resident or legal
       entity thereof, any of the Shares, other than to individuals or legal
       entities who or which trade or invest in securities in the conduct of
   their profession or trade, which include banks, brokers, dealers,
       insurance companies, pension funds and other institutional investors,
       and commercial enterprises which regularly, as an ancillary activity,
invest in securities.                                         

                          (d) Each Underwriter represents, warrants and agrees
 that (1) it has not offered or sold and will not offer or sell,
     directly or indirectly, any Shares to the public in France, and (2)
     offers and sale of Shares in France will be made in accordance with
     Article 6 of the Ordinance nDEG.67-833 dated September 28, 1967, as
   amended, and Decree nDEG.98-880 dated October 1, 1998 relating to
        offers to a limited number of investors and/or qualified investors. In
         addition, each Underwriter agrees it will not distribute or cause to be
         distributed in France the Prospectus, any preliminary prospectus or any
     offering material relating to the Shares other than to investors to
    whom offers and sales of Shares in France may be made as described
above.                                                        

                          (e) Each Underwriter represents, warrants and agrees
   that (1) the sale of the Shares in the Republic of Italy shall be
   effected in accordance with all Italian securities, tax and other
     applicable laws and regulations, and (2) it will not offer, sell or
         deliver any shares or distribute copies of this prospectus or any other
      document relating to the shares in the Republic of Italy unless such
        offer, sale or deliver of the shares or distribution of copies of this
         prospectus or any other document relating to the shares in the Republic
of Italy is (a) made by an investment firm, bank or financial 
      intermediary permitted to conduct such activities in the Republic of
         Italy in accordance with Legislative Decree No. 385 of 1 September 1993
    ("DECREE NO. 385"), Legislative Decree No. 58 of 24 February 1998,
       COMMISSIONE NAZIONALE PER LE SOCIETA E LA BORSA ("CONSOB") Regulation
         No. 11971 of 14 May 1999 and any other applicable laws and regulations,
(b) in compliance with Article 129 of Decree No. 385 and the  
       implementing instructions of the Bank of Italy, pursuant to which the
        issue, trading or placement of securities in Italy is subject prior to
         notification to the Bank of Italy, unless an exemption applies, and (c)
     in compliance with any other applicable notification requirement or
       limitation which may be imposed by CONSOB or the Bank of Italy or any
other Italian regulatory authority.                           

                          (f) Each Underwriter represents, warrants and agrees
   that it has not offered or sold, and agrees not to offer or sell,
  directly or indirectly, in Japan or to or for the account of any
     resident thereof, any of the Shares acquired in connection with the
         distribution contemplated hereby, except pursuant to any exemption from
the                                                           

EX-1.1
33rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 33rd
       registration requirements of the Securities and Exchange Law of Japan
         and otherwise in compliance with applicable provisions of Japanese law.
     Each Underwriter further agrees to send to any dealer who purchases
  from it any of the Shares a notice stating in substance that, by
       purchasing such Shares, such dealer represents and agrees that it has
      not offered or sold, and will not offer or sell, any of such Shares,
  directly or indirectly, in Japan or to or for the account of any
         resident thereof except pursuant to any exemption from the registration
  requirements of the Securities and Exchange Law and otherwise in
      compliance with applicable provisions of Japanese law, and that such
   dealer will send to any other dealer to whom it sells any of such
   Shares a notice containing substantially the same statement as is
contained in this sentence.                                   

                          (g) Each underwriter represents, warrants and agrees
     that (i) it is aware of the fact that, prior to the approval of the
       Frankfurt Stock Exchange, no sales prospectus in Germany has been and
will be published in connection with the sale of the shares to
        investors in Germany and (ii) it has complied and will comply with the
      German Securities Prospectus Act (WERTPAPIER-VERTAUFSPROSPEKTGESETZ)
       and the restrictions set forth therein applying to the offer and sale
     to German investors of securities for which no sales prospectus has
been published.                                               

                 10. EXPENSES. Whether or not the transactions contemplated in
this Agreement are consummated or this Agreement is terminated, the Sellers     
agree to pay or cause to be paid all expenses incident to the performance of    
their obligations under this Agreement, including: (i) the fees, disbursements  
and expenses of the Company's counsel, the Company's accountants and Selling    
Shareholders' counsel in connection with the registration and delivery of the   
Shares and ADSs under the Securities Act and all other fees or expenses in      
connection with the preparation and filing of the Registration Statement, any   
preliminary prospectus, the Prospectus and amendments and supplements to any of 
the foregoing, including all printing costs associated therewith, and the       
mailing and delivering of copies thereof to the Underwriters and dealers, in the
quantities hereinabove specified, (ii) all costs and expenses related to the    
transfer and delivery of the Shares and ADSs to the Underwriters, including any 
transfer or other similar taxes payable thereon, (iii) the cost of printing or  
producing any Blue Sky or legal investment memorandum in connection with the    
offer and sale of the Shares and ADSs under state securities laws and all       
expenses in connection with the qualification of the Shares and ADSs for offer  
and sale under state securities laws as provided in Section 9(i)(d) hereof,     
including filing fees and the reasonable fees and disbursements of counsel for  
the Underwriters in connection with such qualification and in connection with   
the Blue Sky or legal investment memorandum, (iv) all filing fees and the       
reasonable fees and disbursements of counsel to the Underwriters incurred in    
connection with the review and qualification of the offering of the Shares and  
ADSs by the National Association of Securities Dealers, Inc. (v) all costs and  
expenses incident to quotation of the ADSs on the Nasdaq National Market and the
listing of the then existing Share Capital of the Company on the Neuer Markt    
segment of the Frankfurt Stock Exchange, (vi) the cost of printing certificates 
representing the Shares and ADSs, (vii) the costs and charges of any transfer   
agent, registrar or depositary, (viii) the costs                                

EX-1.1
34th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 34th
and expenses of the Company relating to investor presentations on any "road     
show" undertaken in connection with the marketing of the offering of the Shares 
and ADSs, including, without limitation, expenses associated with the production
of road show slides and graphics, fees and expenses of any consultants engaged  
in connection with the road show presentations with the prior approval of the   
Company, travel and lodging expenses of the representatives and officers of the 
Company and any such consultants, and the cost of any aircraft chartered in     
connection with the road show,(ix) all fees and disbursements of counsel        
incurred by the Underwriters in connection with the Directed Share Program and  
stamp duties, similar taxes or duties or other similar taxes, if any, incurred  
by the Underwriters in connection with the Directed Share Program and (x) all   
other costs and expenses incurred by the Company incident to the performance of 
the obligations of the Company hereunder for which provision is not otherwise   
made in this Section. It is understood, however, that except as provided in this
Section, Section 11 entitled "Indemnity and Contribution," and the last         
paragraph of Section 13 below, the Underwriters will pay all of their costs and 
expenses, including fees and disbursements of their counsel, stock transfer     
taxes payable on resale of any of the Shares or ADSs by them and any advertising
expenses connected with any offers they may make.                               

             11. INDEMNITY AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Underwriter, Morgan Stanley Bank AG, Salomon   
Brothers AG and each other member of the German listing consortium that is not  
an Underwriter, and each person, if any, who controls any Underwriter within the
meaning of either Section 15 of the Securities Act, Section 20 of the Exchange  
Act or Section 17 of the German Stock Corporation Act, from and against any and 
all losses, claims, damages and liabilities (including, without limitation, any 
legal or other expenses reasonably incurred in connection with defending or     
investigating any such action or claim) caused by any untrue statement or       
alleged untrue statement of a material fact contained in the Registration       
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or supplemented if the Company shall have furnished any amendments  
or supplements thereto), or caused by any omission or alleged omission to state 
therein a material fact required to be stated therein or necessary to make the  
statements therein not misleading, except insofar as such losses, claims,       
damages or liabilities are caused by any such untrue statement or omission or   
alleged untrue statement or omission based upon information relating to any     
Underwriter furnished to the Company in writing by such Underwriter through you 
expressly for use therein PROVIDED, HOWEVER, that the foregoing indemnity       
agreement with respect to any preliminary prospectus shall not inure to the     
benefit of any Underwriter from whom the person asserting any such losses,      
claims, damages or liabilities purchased Shares or ADSs, or any person          
controlling such Underwriter, if it is established that a copy of the Prospectus
(as then amended or supplemented if the Company shall have furnished any        
amendments or supplements thereto) was not sent or given by or on behalf of such
Underwriter to such person at or prior to the written confirmation of the sale  
of the Shares or ADSs to such person, and if the Prospectus (as so amended or   
supplemented) would have cured the defect giving rise to such losses, claims,   
damages or liabilities, unless such failure is the result of noncompliance by   
the Company with Section                                                        

EX-1.1
35th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 35th
9(i)(a) hereof.                                                                 

                     (b) Each Selling Shareholder, severally and not
     jointly, agrees to indemnify and hold harmless each Underwriter and
         each person, if any, who controls any Underwriter within the meaning of
         either Section 15 of the Securities Act, Section 20 of the Exchange Act
         or Section 17 of the German Stock Corporation Act, from and against any
     and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in
      connection with defending or investigating any such action or claim)
       caused by any untrue statement or alleged untrue statement or alleged
   untrue statement of a material fact contained in the Registration
       Statement or any amendment thereof, any preliminary prospectus or any
  Prospectus (as amended or supplemented if the Company shall have
    furnished any amendments or supplements thereto), or caused by any
        omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not
   misleading, but only with respect to information relating to such
    Selling Shareholder or any shareholder, general partner or limited
      partner or member of the Selling Shareholder, as the case may be, or
      any other person holding a direct or indirect equity interest in the
       Selling Shareholder, furnished to the Company in writing on behalf of
the Selling Shareholder expressly for use therein.            

                     (c) Each Selling Shareholder, severally and not
 jointly, agrees to indemnify and hold harmless the Company, its
      directors, its officers who sign the Registration Statement and each
       person, if any, who controls the Company within the meaning of either
     Section 15 of the Securities Act, Section 20 of the Exchange Act or
         Section 17 of the German Stock Corporation Act from and against any and
 all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in
      connection with defending or investigating any such action or claim)
 caused by any untrue statement or alleged untrue statement of a
        material fact contained in the Registration Statement or any amendment
      thereof, any preliminary prospectus or any Prospectus (as amended or
    supplemented if the Company shall have furnished any amendments or
        supplements thereto), or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or
        necessary to make the statements therein not misleading, but only with
    respect to information relating to such Selling Shareholder or any
  shareholder, general partner or limited partner or member of the
        Selling Shareholder, as the case may be, or any other person holding a
direct or indirect equity interest in the Selling Shareholder,
furnished to the Company in writing on behalf of the Selling  
Shareholder expressly for use therein.                        

                    (d) Each Underwriter agrees, severally and not
         jointly, to indemnify and hold harmless the Company, its directors, its
        officers who sign the Registration Statement, and each person, if any,
         who controls the Company within the meaning of either Section 15 of the
 Securities Act, Section 20 of the Exchange Act or Section 17 of

EX-1.1
36th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 36th
        the German Stock Corporation Act and each Selling Shareholder and each
  person, if any, who controls such Selling Shareholder within the
meaning of either Section 15 of                               
         the Securities Act, Section 20 of the Exchange Act or Section 17 of the
  German Stock Corporation Act to the same extent as the foregoing
indemnity from the Company or such Selling Shareholder to such
        Underwriter (including any legal or other expenses reasonably incurred
       by the Company in connection with defending or investigating any such
       actions or claim), but only with reference to information relating to
such Underwriter furnished to the Company in writing by such  
Underwriter through you expressly for use in the Registration 
         Statement, any preliminary prospectus, the Prospectus or any amendments
or supplements thereto.                                       

               (e) In case any proceeding (including any
         governmental investigation) shall be instituted involving any person in
      respect of which indemnity may be sought pursuant to Sections 11(a),
    11(b), 11(c) or 11(d), such person (the "INDEMNIFIED PARTY") shall
      promptly notify the person against whom such indemnity may be sought
        (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon
   request of the indemnified party, shall retain counsel reasonably
    satisfactory to the indemnified party to represent the indemnified
   party and any others the indemnifying party may designate in such
     proceeding and shall pay the fees and disbursements of such counsel
     related to such proceeding. In any such proceeding, any indemnified
        party shall have the right to retain its own counsel, but the fees and
      expenses of such counsel shall be at the expense of such indemnified
         party unless (i) the indemnifying party and the indemnified party shall
         have mutually agreed to the retention of such counsel or (ii) the named
  parties to any such proceeding (including any impleaded parties)
   include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be   
      inappropriate due to actual or potential differing interests between
  them. It is understood that the indemnifying party shall not, in
      respect of the legal expenses of any indemnified party in connection
         with any proceeding or related proceedings in the same jurisdiction, be
         liable for (i) the fees and expenses of more than one separate firm (in
     addition to any local counsel) for Underwriters and all persons, if
       any, who control any Underwriter within the meaning of either Section
        15 of the Securities Act, Section 20 of the Exchange Act or Section 17
         of the German Stock Corporation Act, (ii) the fees and expenses of more
   than one separate firm (in addition to any local counsel) for the
Company, its directors, its officers who sign the Registration
        Statement and each person, if any, who controls the Company within the
        meaning of either such Section and (iii) the fees and expenses of more
       than one separate firm (in addition to any local counsel) for Carrier
       One LLC and for all Selling Shareholders and all persons, if any, who
       control Carrier One LLC or any Selling Shareholder within the meaning
      of either such Section, and that all such fees and expenses shall be
        reimbursed as they are incurred. In the case of any such separate firm
         for the Underwriters and such control persons of any Underwriters, such

EX-1.1
37th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 37th
      firm shall be designated in writing by MSIL. In the case of any such
         separate firm for the Company, and such directors, officers and control
         persons of the Company, such firm shall be designated in writing by the
         Company. In the case of any such separate firm for Carrier One LLC, and
such directors, officers and control persons of Carrier       
       One LLC, such firm shall be designated in writing by Carrier One LLC.
        In the case of any such separate firm for the Selling Shareholders and
      such control persons of any Selling Shareholders, such firm shall be
         designated in writing by the persons named as attorneys-in-fact for the
      Selling Shareholders. The indemnifying party shall not be liable for
        any settlement of any proceeding effected without its written consent,
      but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the 
       indemnified party from and against any loss or liability by reason of
such settlement or judgment.                                  

                        Notwithstanding the foregoing paragraph, if at any
         time an indemnified party shall have requested an indemnifying party to
     reimburse the indemnified party for fees and expenses of counsel as
        contemplated by the foregoing paragraph, the indemnifying party agrees
       that it shall be liable for any settlement of any proceeding effected
         without its written consent if (i) such settlement is entered into more
        than 30 days after receipt by such indemnifying party of the aforesaid
        request and (ii) such indemnifying party shall not have reimbursed the
        indemnified party in accordance with such request prior to the date of
         such settlement. Notwithstanding the immediately preceding sentence, if
       at any time an indemnified party shall have requested an indemnifying
   party to reimburse the indemnified party for fees and expenses of
       counsel, an indemnifying party shall not be liable for any settlement
        effected without its consent if such indemnifying party (i) reimburses
      such indemnified party in accordance with such request to the extent
     such request is reasonable and made in good faith and (ii) provides
   written notice to the indemnified party substantiating the unpaid
 balance as unreasonable, in each case prior to the date of such
    settlement. No indemnifying party shall, without the prior written
consent of the indemnified party (which consent shall not be  
 unreasonably withheld), effect any settlement of any pending or
       threatened proceeding in respect of which any indemnified party is or
        could have been a party and indemnity could have been sought hereunder
   by such indemnified party, unless such settlement (i) includes an
       unconditional release of such indemnified party from all liability on
         claims that are the subject matter of such proceeding and (ii) does not
        include a statement as to, or an admission of, fault, culpability or a
failure to act, by or on behalf of any indemnified party.     

                           (f) To the extent the indemnification provided for in
        Sections 11(a), 11(b), 11(c) or 11(d) is unavailable to an indemnified
    party or insufficient in respect of any losses, claims, damages or
     liabilities referred to therein, then each indemnifying party under
such paragraph, in lieu of indemnifying such indemnified party
    thereunder, shall contribute to the amount paid or payable by such
  indemnified party as a result of such losses, claims, damages or
     liabilities (i) in such proportion as is appropriate to reflect the
        relative benefits received by the indemnifying party or parties on the
      one hand and the indemnified party or parties on the other hand from
the offering of the                                           

EX-1.1
38th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 38th
        Shares and ADSs or (ii) if the allocation provided by Section 11(f)(i)
    above is not permitted by applicable law, in such proportion as is
      appropriate to reflect not only the relative benefits referred to in
        Section 11(f)(i) above but also the relative fault of the indemnifying
  party or parties on the one hand and of the indemnified party or
parties on the other hand in connection with the statements or
         omissions that resulted in such losses, claims, damages or liabilities,
      as well as any other relevant equitable considerations. The relative
       benefits received by the Sellers on the one hand and the Underwriters
     on the other hand in connection with the offering of the Shares and
      ADSs shall be deemed to be in the same respective proportions as the
         net proceeds from the offering of the Shares and ADSs (before deducting
        expenses) received by each Seller and the total underwriting discounts
         and commissions received by the Underwriters, in each case as set forth
    in the table on the cover of the Prospectus, bear to the aggregate
  Offering Price of the Shares and ADSs. The relative fault of the
         Sellers on the one hand and the Underwriters on the other hand shall be
       determined by reference to, among other things, whether the untrue or
        alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by
      the Sellers or by the Underwriters and the parties' relative intent,
        knowledge, access to information and opportunity to correct or prevent
         such statement or omission. The Underwriters' respective obligations to
         contribute pursuant to this Section 11 are several in proportion to the
         respective number of Shares and ADSs they have purchased hereunder, and
not joint.                                                    

                        (g) The Sellers and the Underwriters agree that it
         would not be just or equitable if contribution pursuant to this Section
     11 were determined by PRO RATA allocation (even if the Underwriters
        were treated as one entity for such purpose) or by any other method of
       allocation that does not take account of the equitable considerations
referred to in Section 11(f). The amount paid or payable by an
  indemnified party as a result of the losses, claims, damages and
         liabilities referred to in the immediately preceding paragraph shall be
    deemed to include, subject to the limitations set forth above, any
       legal or other expenses reasonably incurred by such indemnified party
         in connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of this Section 11, no Underwriter shall
       be required to contribute any amount in excess of the amount by which
    the total price at which the Shares or ADSs underwritten by it and
         distributed to the public were offered to the public exceeds the amount
         of any damages that such Underwriter has otherwise been required to pay
     by reason of such untrue or alleged untrue statement or omission or
    alleged omission. No person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be
     entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation. The remedies provided for in this Section
       11 are not exclusive and shall not limit any rights or remedies which
  may otherwise be available to any indemnified party at law or in
equity.                                                       

EX-1.1
39th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 39th
                   (h) The indemnity and contribution provisions
      contained in this Section 11 and the representations, warranties and
        other statements of the Company and the Selling Shareholders contained
       in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any 
     investigation made by or on behalf of any Underwriter or any person
    controlling any Underwriter, any Selling Shareholder or any person
      controlling any Selling Shareholder, or the Company, its officers or
         directors or any person controlling the Company and (iii) acceptance of
and payment for any of the Shares or ADSs.                    

               12. DIRECTED SHARE PROGRAM INDEMNIFICATION. (a) The Company
agrees to indemnify and hold harmless MSIL and its affiliates and each person,  
if any, who controls MSIL or any of its affiliates within the meaning of either 
Section 15 of the Securities Act, Section 20 of the Exchange Act or Section 17  
of the German Stock Corporation Act ("MORGAN STANLEY ENTITIES"), from and       
against any and all losses, claims, damages and liabilities (including, without 
limitation, any legal or other expenses reasonably incurred in connection with  
defending or investigating any such action or claim) (i) caused by any untrue   
statement or alleged untrue statement of a material fact contained in any       
material prepared by or with the consent of the Company for distribution to     
Participants in connection with the Directed Share Program, or caused by any    
omission or alleged omission to state therein a material fact required to be    
stated therein or necessary to make the statements therein not misleading; (ii) 
caused by the failure of any Participant to pay for and accept delivery of      
Directed Shares that the Participant has agreed to purchase; or (iii) related   
to, arising out of, or in connection with the Directed Share Program other than 
losses, claims, damages or liabilities (or expenses relating thereto) that are  
finally judicially determined to have resulted from the bad faith or gross      
negligence of Morgan Stanley Entities.                                          

          (b) In case any proceeding (including any governmental
        investigation) shall be instituted involving any Morgan Stanley Entity
        in respect of which indemnity may be sought pursuant to Section 12(a),
       the Morgan Stanley Entity seeking indemnity shall promptly notify the
        Company in writing and the Company, upon request of the Morgan Stanley
    Entity, shall retain counsel reasonably satisfactory to the Morgan
         Stanley Entity to represent the Morgan Stanley Entity and any other the
     Company may designate in such proceeding and shall pay the fees and
       disbursements of such counsel related to such proceeding. In any such
      proceeding, any Morgan Stanley Entity shall have the right to retain
        its own counsel, but the fees and expenses of such counsel shall be at
        the expense of such Morgan Stanley Entity unless (i) the Company shall
        have agreed to the retention of such counsel or (ii) the named parties
       to any such proceeding (including any impleaded parties) include both
      the Company and the Morgan Stanley Entity and representation of both
     parties by the same counsel would be inappropriate due to actual or
       potential differing interests between them. The Company shall not, in
 respect of the legal expenses of the Morgan Stanley Entities in
connection with any proceeding or related proceedings the same
    jurisdiction, be liable for the fees and expenses of more than one
         separate firm (in addition to any local counsel) for all Morgan Stanley

EX-1.1
40th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 40th
  Entities. Any such firm for the Morgan Stanley Entities shall be
        designated in writing by MSIL. The Company shall not be liable for any
        settlement of any proceeding effected without its written consent, but
      if settled with such consent or if there be a final judgment for the
        plaintiff, the Company agrees to indemnify the Morgan Stanley Entities
        from and against any loss or liability by reason of such settlement or
    judgment. Notwithstanding the foregoing sentence, if at any time a
        Morgan Stanley Entity shall have requested the Company to reimburse it
    for fees and expenses of counsel as contemplated by the second and
        third sentences of this paragraph, the Company agrees that it shall be
  liable for any settlement of any proceeding effected without its
     written consent if (i) such settlement is entered into more than 30
         days after receipt by the Company of the aforesaid request and (ii) the
Company shall not have reimbursed the Morgan Stanley Entity in
        accordance with such request prior to the date of such settlement. The
      Company shall not, without the prior written consent of MSIL, effect
      any settlement of any pending or threatened proceeding in respect of
   which any Morgan Stanley Entity is or could have been a party and
   indemnity could have been sought hereunder by such Morgan Stanley
         Entity, unless such settlement (i) includes an unconditional release of
       the Morgan Stanley Entities from all liability on claims that are the
         subject matter of such proceeding and (ii) does not include a statement
       as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any Morgan Stanley Entity.                    

                 (c) To the extent the indemnification provided for in Section
    12(a) is unavailable to a Morgan Stanley Entity or insufficient in
   respect of any losses, claims, damages or liabilities referred to
       therein, then the Company, in lieu of indemnifying the Morgan Stanley
      Entity thereunder, shall contribute to the amount paid or payable by
       the Morgan Stanley Entity as a result of such losses, claims, damages
        or liabilities (i) in such proportion as is appropriate to reflect the
   relative benefits received by the Company on the one hand and the
    Morgan Stanley Entities on the other hand from the offering of the
        Directed Shares or (ii) if the allocation provided by Section 12(c)(i)
    above is not permitted by applicable law, in such proportion as is
      appropriate to reflect not only the relative benefits referred to in
      Section 12(c)(i) above but also the relative fault of the Company on
      the one hand and of the Morgan Stanley Entities on the other hand in
   connection with the statements or omissions that resulted in such
       losses, claims, damages or liabilities, as well as any other relevant
         equitable considerations. The relative benefits received by the Company
         on the one hand and of the Morgan Stanley Entities on the other hand in
        connection with the offering of the Directed Shares shall be deemed to
    be in the same respective proportions as the net proceeds from the
     offering of the Directed Shares (before deducting expenses) and the
     total underwriting discounts and commissions received by the Morgan
       Stanley Entities for the Directed Shares, bear to the aggregate Share
      Offer Price. If the loss, claim, damage or liability is caused by an
     untrue or alleged untrue statement of a material fact, the relative
         fault of the Company on the one hand and the Morgan Stanley Entities on
         the other hand shall be determined by reference to, among other things,
whether the                                                   

EX-1.1
41st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 41st
        untrue or alleged untrue statement or the omission or alleged omission
         relates to information supplied by the Company or by the Morgan Stanley
 Entities and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
omission.                                                     

                 (d) The Company and the Morgan Stanley Entities agree that it
         would not be just or equitable if contribution pursuant to this Section
       12 were determined by PRO RATA allocation (even if the Morgan Stanley
       Entities were treated as one entity for such purpose) or by any other
  method of allocation that does not take account of the equitable
         considerations referred to in Section 12(c). The amount paid or payable
   by the Morgan Stanley Entities as a result of the losses, claims,
  damages and liabilities referred to in the immediately preceding
      paragraph shall be deemed to include, subject to the limitations set
     forth above, any legal or other expenses reasonably incurred by the
       Morgan Stanley Entities in connection with investigating or defending
  any such action or claim. Notwithstanding the provisions of this
      Section 12, no Morgan Stanley Entity shall be required to contribute
      any amount in excess of the amount by which the total price at which
   the Directed Shares distributed to the public were offered to the
   public exceeds the amount of any damages that such Morgan Stanley
       Entity has otherwise been required to pay by reason of such untrue or
        alleged untrue statement or omission or alleged omission. The remedies
       provided for in this Section 12 are not exclusive and shall not limit
       any rights or remedies which may otherwise be available to any Morgan
Stanley Entity at law or in equity.                           

              (e) The indemnity and contribution provisions contained in
     this Section 12 shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any 
        investigation made by or on behalf of any Morgan Stanley Entity or the
  Company, its officers or directors or any person controlling the
     Company and (iii) acceptance of and payment for any of the Directed
Shares.                                                       

       13. TERMINATION. This Agreement shall be subject to
termination by notice given by you to the Company, if (a) after the execution   
and delivery of this Agreement and prior to the Closing Date (i) trading        
generally shall have been suspended or materially limited on or by, as the case 
may be, any of the Frankfurt Stock Exchange, New York Stock Exchange, the       
American Stock Exchange, the National Association of Securities Dealers, Inc.,  
the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the   
Chicago Board of Trade, (ii) trading of any securities of the Company shall have
been suspended on any exchange or in any over-the-counter market, (iii) a       
general moratorium on commercial banking activities in Frankfurt, London or New 
York shall have been declared by authorities in Germany, the United Kingdom or  
the United States or (iv) there shall have occurred any outbreak or escalation  
of hostilities or any change in financial markets or any calamity or crisis     
that, in the judgment of MSIL after consultation with SBIL, is material and     
adverse and (b) in the case of any of the events specified in clauses 13(a)(i)  
through 13(a)(iv), such event, singly or together with any other such event,    
makes it, in MSIL's judgment after consultation with SBIL, impracticable to     
market the Shares or ADSs on the terms and in the manner                        

EX-1.1
42nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 42nd
contemplated in the Prospectus.                                                 

              14. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement
shall become effective upon the execution and delivery hereof by the parties    
hereto.                                                                         

              If, on the Closing Date or the Option Closing Date, as the
case may be, any one or more of the Underwriters shall fail or refuse to        
purchase Shares (including Shares in the form of ADSs) that it has or they have 
agreed to purchase hereunder on such date, and the aggregate number of Shares   
which such defaulting Underwriter or Underwriters agreed but failed or refused  
to purchase is not more than one-tenth of the aggregate number of the Shares to 
be purchased on such date, the other Underwriters shall be obligated severally  
in the proportions that the number of Firm Shares set forth opposite their      
respective names in Schedule I bears to the aggregate number of Firm Shares set 
forth opposite the names of all such non-defaulting Underwriters, or in such    
other proportions as you may specify, to purchase the Shares which such         
defaulting Underwriter or Underwriters agreed but failed or refused to purchase 
on such date; PROVIDED that in no event shall the number of Shares that any     
Underwriter has agreed to purchase pursuant to this Agreement be increased      
pursuant to this Section 14 by an amount in excess of one-ninth of such number  
of Shares without the written consent of such Underwriter. If, on the Closing   
Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm     
Shares and the aggregate number of Firm Shares with respect to which such       
default occurs is more than one-tenth of the aggregate number of Firm Shares to 
be purchased, and arrangements satisfactory to you, the Company and the Selling 
Shareholders for the purchase of such Firm Shares are not made within 36 hours  
after such default, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter, the Company or the Selling Shareholders. In  
any such case either you or the relevant Sellers shall have the right to        
postpone the Closing Date, but in no event for longer than seven days, in order 
that the required changes, if any, in the Registration Statement and in the     
Prospectus or in any other documents or arrangements may be effected. If, on the
Option Closing Date, any Underwriter or Underwriters shall fail or refuse to    
purchase Additional Shares and the aggregate number of Additional Shares with   
respect to which such default occurs is more than one-tenth of the aggregate    
number of Additional Shares to be purchased, the non-defaulting Underwriters    
shall have the option to (i) terminate their obligation hereunder to purchase   
Additional Shares or (ii) purchase not less than the number of Additional Shares
that such non-defaulting Underwriters would have been obligated to purchase in  
the absence of such default. Any action taken under this paragraph shall not    
relieve any defaulting Underwriter from liability in respect of any default of  
such Underwriter under this Agreement.                                          

                 If this Agreement shall be terminated by the Underwriters, or
any of them, because of any failure or refusal on the part of any Seller to     
comply with the terms or to fulfill any of the conditions of this Agreement, or 
if for any reason any Seller shall be unable to perform its obligations under   
this Agreement, the Sellers will reimburse the Underwriters or such Underwriters
as have so terminated this Agreement with respect to themselves, severally, for 
all out-of-pocket expenses (including the fees and disbursements of their       
counsel) reasonably incurred by such Underwriters in connection with this       
Agreement or the offering                                                       

EX-1.1
43rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 43rd
contemplated hereunder.                                                         

            15. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR
SERVICE. The Company irrevocably agrees that any legal suit, action or          
proceeding brought by any Underwriter or by any person who controls any         
Underwriter arising out of or relating to this Agreement and the transactions   
contemplated hereby and thereby may be instituted in any federal or state court 
in the Borough of Manhattan, The City of New York, the State of New York and    
irrevocably waives, to the fullest extent permitted by law, any objection which 
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding and any claim of inconvenient forum, and irrevocably submits to   
the non-exclusive jurisdiction of any such court in any such suit, action or    
proceeding.                                                                     

          The Company (i) irrevocably designates and appoints CT
Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011     
(together with any successor, the "AUTHORIZED AGENT"), as its authorized agent  
upon which process may be served in any suit, action or proceeding described in 
the first sentence of this Section 15 and represents and warrants that the      
Authorized Agent has accepted such designation and (ii) agrees that service of  
process upon the Authorized Agent and written notice of said service to the     
Company (mailed or delivered to Carrier 1 International S.A., c/o Carrier1      
International GmbH, at Militarstrasse 36, CH-8004, Zurich, Switzerland,         
Attention: General Counsel), shall be deemed in every respect effective service 
of process upon the Company in any such suit or proceeding. The Company further 
agrees to take any and all action, including the execution and filing of any and
all such documents and instruments, as may be necessary to continue such        
designation and appointment of the Authorized Agent in full force and effect so 
long as any of the Shares shall be outstanding.                                 

                If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder into any currency other than United    
States dollars, the parties hereto agree, to the fullest extent that they may   
effectively do so, that the rate of exchange used shall be the rate at which in 
accordance with normal banking procedures MSIL could purchase United States     
dollars with such other currency in The City of New York on the business day    
preceding that on which final judgment is given. The obligations of the Company 
in respect of any sum due from it to any Underwriter shall, notwithstanding any 
judgment in a currency other than United States dollars, be discharged only if  
and to the extent on the first business day following receipt by such           
Underwriter of any sum adjudged to be so due in such other currency, such       
Underwriter may in accordance with normal banking procedures purchase United    
States dollars with such other currency; if the United States dollars so        
purchased are less than the sum originally due to such Underwriter hereunder,   
the Company agrees, as a separate obligation and notwithstanding any such       
judgment, to indemnify such Underwriter against such loss. If the United States 
dollars so purchased are greater than the sum originally due to such Underwriter
hereunder, such Underwriter agrees to pay to the Company (but without           
duplication) an amount equal to the excess of the dollars so purchased over the 
sum originally due to such Underwriter hereunder.                               

EX-1.1
44th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 44th
               To the extent that the Company has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether  
through service of notice, attachment prior to judgment, attachment in aid of   
execution, execution or otherwise) with                                         
respect to itself or its property, it hereby irrevocably waives such immunity in
respect of its obligations under the above-referenced documents, to the extent  
permitted by law.                                                               

                16. NOTICES. All notices and other communications under this
Agreement shall be in writing and mailed, delivered or sent by facsimile        
transmission to: if sent to the Underwriters, Morgan Stanley & Co. International
Limited, 25 Cabot Square, Canary Wharf, London E14 4QA England, attention:      
[____________________], facsimile number [__________] and, if sent to the       
Company, to Carrier 1 International S.A., c/o Carrier1 International GmbH,      
Militarstrasse 36, CH-8004, Zurich, Switzerland, Attention: General Counsel,    
facsimile number 011-41-1-297-2601.                                             

                 17. COUNTERPARTS. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.                    

EX-1.1
45th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 45th
               18. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.                 

                19. HEADINGS. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed a  
part of this Agreement.                                                         

               Very truly yours,

                          CARRIER 1 INTERNATIONAL S.A.

                        By:_______________________
             Name:
              Title:

              CARRIER ONE, LLC

                        By:_______________________
             Name:
              Title:

                                 The Selling Shareholders other than
                                  Carrier One LLC named in Schedule II
                      hereto, acting severally

                        By:_______________________
                    Attorney-in-Fact

EX-1.1
46th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 46th
Accepted as of the date hereof                                                  

MORGAN STANLEY & CO. INTERNATIONAL LIMITED                                      
SALOMON BROTHERS INTERNATIONAL LIMITED                                          

Acting severally on behalf of themselves                                        
and the several Underwriters                                                
named in Schedule I hereto.                                                 

Morgan Stanley & Co. International Limited                                      

By: ____________________________                                                
Name:                                                               
Title:                                                              

Salomon Brothers International Limited                                          

By: ____________________________                                                
Name:                                                               
Title:                                                              

EX-1.1
47th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 47th
                                                                      SCHEDULE I

                                                                [Download Table]

                                                                  NUMBER OF FIRM 
                                                                      SHARES     
                          UNDERWRITER                            TO BE PURCHASED 
                          -----------                           -----------------
                                                                                 
Morgan Stanley & Co. International Limited.....................                  
Salomon Brothers International Limited.........................                  
Bear, Stearns International Limited............................                  
Merrill Lynch International....................................                  
UBS AG, acting through its division                                              
   Warburg Dillon Read.........................................                  
Commerzbank Aktiengesellschaft.................................                  
  Total........................................................     9,375,000    

EX-1.1
48th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 48th
                                                                     SCHEDULE II

SELLING SHAREHOLDERS

                                                                [Download Table]

                                           NUMBER OF FIRM   NUMBER OF ADDITIONAL
                   SELLING SHAREHOLDERS  SHARES TO BE SOLD   SHARES TO BE SOLD  
                   --------------------  -----------------  --------------------
                                                                                
Carrier One, LLC                                                                
[NAMES OF SELLING                                                               
SHAREHOLDERS]                                                                   

EX-1.1
49th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 49th
                                                                         ANNEX A

 FORM OF PRICING AGREEMENT

PRICING AGREEMENT dated [__________], 2000                                      

among                                                                           

(1) CARRIER 1 INTERNATIONAL S.A. (the "COMPANY"),                               

(2) CARRIER ONE, LLC and each of the other selling shareholders listed on       
Schedule II to the Underwriting Agreement referred to below (each a "SELLING    
SHAREHOLDER" and together the "SELLING SHAREHOLDERS"), and                      

(3) MORGAN STANLEY & CO. INTERNATIONAL LIMITED and SALOMON BROTHERS             
INTERNATIONAL LIMITED (each a "GLOBAL COORDINATOR" and together the "GLOBAL     
COORDINATORS"), acting severally on behalf of themselves and the several        
Underwriters named in Schedule I to the Underwriting Agreement.                 

RECITAL                                                                         

         The Company, the Selling Shareholders and the Underwriters have agreed,
subject to the terms and conditions stated herein and in the Underwriting       
Agreement, dated [__________], 2000 (the "UNDERWRITING AGREEMENT"), between the 
Company and Selling Shareholders on the one hand and the Global Coordinators and
the other Underwriters on the other hand, that the Company will issue and sell  
and the Selling Shareholders will sell to the Underwriters, and the             
Underwriters, severally and not jointly, will purchase from the Company and the 
Selling Shareholders, the Firm Shares. The parties hereto desire to establish   
herein the Share Offer Price and the ADS Offer Price to be paid by the          
Underwriters for the Firm Shares pursuant to Section 3 of the Underwriting      
Agreement.                                                                      

ARTICLE 1 - DEFINITIONS                                                         

Unless otherwise defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined.                                                 

ARTICLE 2 - PURCHASE AND SALE; OFFER PRICE                                      

   The parties hereto agree that the Share Offer Price shall be Euro
[_____] per Share and                                                           

EX-1.1
50th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 50th
the ADS Offer Price shall be $[______] per ADS. Underwriting commissions,       
discounts and fees shall be as set forth on Schedule A hereto.                  

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES                                      

     (a) The Company represents and warrants to each of the Underwriters
that the Registration Statement has become effective and no stop order          
suspending the effectiveness of the Registration Statement is in effect, and no 
proceedings for such purpose are pending before or threatened by the Commission.

     (b) Each of the Company and the Selling Shareholders represents and
warrants with respect to each of them to each of the Underwriters that the      
representations and warranties set forth in Section 1 of the Underwriting       
Agreement with respect to each of them are accurate as though expressly made at 
and as of the date hereof.                                                      

      (c) Each of the Underwriters represents and warrants with respect to
each of them to each of the Company and the Selling Shareholders that its       
representations and warranties set forth in Section 9(ii) of the Underwriting   
Agreement with respect to each of them are accurate as though expressly made at 
and as of the date hereof.                                                      

ARTICLE 4 - SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE        

The Company irrevocably agrees that any legal suit, action or 
proceeding brought by any Underwriter or by any person who controls any         
Underwriter arising out of or relating to this Agreement and the transactions   
contemplated hereby and thereby may be instituted in any federal or state court 
in the Borough of Manhattan, The City of New York, the State of New York and    
irrevocably waives, to the fullest extent permitted by law, any objection which 
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding and any claim of inconvenient forum, and irrevocably submits to   
the non-exclusive jurisdiction of any such court in any such suit, action or    
proceeding.                                                                     

    The Company (i) irrevocably designates and appoints CT Corporation
System, 111 Eighth Avenue, 13th Floor, New York, New York 10011 (together       
with any successor, the "AUTHORIZED AGENT"), as its authorized agent upon       
which process may be served in any suit, action or proceeding described in      
the first sentence of this Article 4 and represents and warrants that the       
Authorized Agent has accepted such designation and (ii) agrees that service     
of process upon the Authorized Agent and written notice of said service to      
the Company (mailed or delivered to Carrier 1 International S.A., c/o           
Carrier1 International GmbH, at Militarstrasse 36, CH-8004, Zurich,             
Switzerland, Attention: General Counsel), shall be deemed in every respect      
effective service of process upon the Company in any such suit or proceeding.   
The Company further agrees to take any and all action, including the            
execution and filing of any and all such documents and instruments, as may be   
necessary to continue                                                           

EX-1.1
51st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 51st
such designation and appointment of the Authorized Agent in full force and      
effect so long as any of the Shares shall be outstanding.                       

                If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder into any currency other than United    
States dollars, the parties hereto agree, to the fullest extent that they may   
effectively do so, that the rate of exchange used shall be the rate at which in 
accordance with normal banking procedures MSIL could purchase United States     
dollars with such other currency in The City of New York on the business day    
preceding that on which final judgment is given. The obligations of the Company 
in respect of any sum due from it to any Underwriter shall, notwithstanding any 
judgment in a currency other than United States dollars, be discharged only if  
and to the extent on the first business day following receipt by such           
Underwriter of any sum adjudged to be so due in such other currency, such       
Underwriter may in accordance with normal banking procedures purchase United    
States dollars with such other currency; if the United States dollars so        
purchased are less than the sum originally due to such Underwriter hereunder,   
the Company agrees, as a separate obligation and notwithstanding any such       
judgment, to indemnify such Underwriter against such loss. If the United States 
dollars so purchased are greater than the sum originally due to such Underwriter
hereunder, such Underwriter agrees to pay to the Company (but without           
duplication) an amount equal to the excess of the dollars so purchased over the 
sum originally due to such Underwriter hereunder.                               

               To the extent that the Company has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether  
through service of notice, attachment prior to judgment, attachment in aid of   
execution, execution or otherwise) with respect to itself or its property, it   
hereby irrevocably waives such immunity in respect of its obligations under the 
above-referenced documents, to the extent permitted by law.                     

EX-1.1
52nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 52nd
ARTICLE 5 - APPLICABLE LAW                                                      

      This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.                                              

CARRIER 1 INTERNATIONAL S.A.                                                    

By:  ____________________________                                               
Name:                                                             
Title:                                                            

CARRIER ONE, LLC                                                                

By:  ____________________________                                               
Name:                                                             
Title:                                                            

The Selling Shareholders other than Carrier One LLC named in Schedule II to the 
Underwriting Agreement                                                          

By:  ____________________________                                               
Attorney-in-Fact                                                  

EX-1.1
53rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 53rd
Accepted as of [________], 2000                                                 

MORGAN STANLEY & CO. INTERNATIONAL LIMITED                                      
SALOMON BROTHERS INTERNATIONAL LIMITED                                          

Acting severally on behalf of themselves and the several Underwriters named in  
Schedule I to the Underwriting Agreement.                                       

MORGAN STANLEY & CO. INTERNATIONAL LIMITED                                      

By:  ____________________________                                               
Name:                                                             
Title:                                                            

SALOMON BROTHERS INTERNATIONAL LIMITED                                          

By:  ____________________________                                               
Name:                                                             
Title:                                                            

EX-1.1
54th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 54th
SCHEDULE A                                                                      

                                                        [Enlarge/Download Table]

                                                                 OFFER PRICE AND COMMISSIONS   
                                                              ---------------------------------
                                                              IN EURO          IN U.S. DOLLARS 
                                                              ------           --------------- 
                                                                                               
Share Offer Price per Share.................................. Euro                 US$         
ADS Offer Price per ADS......................................                      US$         
Gross Spread per Share....................................... Euro                 US$         
Gross Spread per ADS.........................................                      US$         
Concession per Share......................................... Euro                 US$         
Concession per ADS...........................................                      US$         
U.S. Dealer Reallowance per Share............................ Euro                 US$         
U.S. Dealer Reallowance per ADS..............................                      US$         

Per Share amounts are quoted and priced in euro, and translated to U.S. dollars 
at an exchange rate of $[______] to Euro 1.00 (the "EXCHANGE RATE"). ADSs are   
quoted and priced in U.S. dollars, determined based on the per Share amounts by 
applying a ratio of one Share to 5 ADSs and the Exchange Rate.                  

EX-1.1
55th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 55th
                                                                         ANNEX B

FORM OF SUBSCRIPTION CERTIFICATE

This Subscription Certificate is issued pursuant to Section 4 of the            
Underwriting Agreement, dated as of [_____________], 2000 (the "Underwriting    
Agreement"), among Carrier 1 International S.A. (the "Company"), certain        
shareholders of the Company named in Schedule II thereto and Morgan Stanley &   
Co. International Limited and Salomon Brothers International Limited on behalf  
of the underwriters named in Schedule I thereto, and is subject to the          
provisions of the Underwriting Agreement.                                       

Pursuant to Arcticle 5 of the Articles of Incorporation of the Company, the     
board of directors is authorized to increase the subscribed share capital of the
Company once or several times through issuance of new shares up to a total      
amount of subscribed share capital of US$110,000,000 represented by 55,000,000  
shares with a nominal value of US$2.00 per share.                               

On [__________], 2000, the board of directors decided to make use of this       
authority and to increase the subscribed share capital of the Company by        
US$15,000,000 through issuance of 7,500,000 registered shares with full right to
dividends starting with fiscal year 2000. Morgan Stanley & Co. International    
Limited was permitted to subscribe to it. The new shares are issued at their    
nominal value of US$2.00 per share.                                             

We understand that the existing shareholders of the Company do not have any     
subscription right with respect to the subscription and issuance of shares today
by the Company.                                                                 

We hereby subscribe to and accept delivery of new shares in a total nominal     
value of                                                                        

     US$15,000,000

divided into 7,500,000 shares with a nominal value of US$2.00 per share.        

We have paid 100% of the nominal amount, or $15,000,000, through credit to the  
"Capital Increase Account" of Carrier 1 International S.A. at Morgan Stanley &  
Co. Incorporated.                                                               

Our subscription is not binding if we have not received a certified copy of the 
resolution of the board of directors authorizing such capital increase by 11:00 
a.m. (Frankfurt time) on [___________], 2000.                                   

Luxembourg, on [__________], 2000                                               

------------------------------------                                            
Morgan Stanley & Co. International Limited                                      

EX-1.1
56th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 56th
                                                                         ANNEX C

 FORM OF OPINION OF BONN & SCHMITT
 LUXEMBOURG COUNSEL TO THE COMPANY

                1. Carrier 1 International S.A., a societe anonyme organized
under the laws of Grand Duchy of Luxembourg (the "COMPANY"), has been duly      
incorporated, is validly existing as a corporation (SOCIETE ANONYME) under the  
laws of Luxembourg and has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus.                     

                 2. The subscribed and authorized share capital of the Company
conformed at the date of the Prospectus, as to legal matters, to the description
thereof contained in the Prospectus.                                            

                  3. The share capital outstanding prior to the execution of the
Underwriting Agreement (including the shares to be sold by Carrier One LLC) has 
been duly authorized and validly issued, and is fully paid and non-assessable.  

                 4. The Company has the corporate power and authority to enter
into the Underwriting Agreement, the Pricing Agreement and the Deposit Agreement
(the "AGREEMENTS"), the Agreements have been duly authorized, the Underwriting  
Agreement, insofar as Luxembourg law governs the execution and delivery thereof,
has been duly executed and delivered by the Company, and constitutes a valid and
binding agreement of the Company, enforceable against the Company in accordance 
with its terms.                                                                 

            5. The execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Agreements will not    
contravene the articles of incorporation of the Company or, to the best of our  
knowledge, any agreement or other instrument binding upon the Company or its    
Luxembourg subsidiary that, in our opinion, is material to the Company and its  
subsidiaries, taken as a whole, or, to the best of our knowledge, any judgment, 
order or decree of any governmental body, agency or court having jurisdiction   
over the Company or its Luxembourg subsidiary, and no consent, approval,        
authorization or order of, or qualification with, any Luxembourg governmental   
body or agency is required for the performance by the Company of its obligations
under the Agreements.                                                           

      Such opinion shall be rendered to the Underwriters at the request of
the Company and shall so state therein.                                         

EX-1.1
57th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 57th
                                                                         ANNEX D

 FORM OF OPINION OF DEBEVOISE & PLIMPTON
SPECIAL NEW YORK COUNSEL FOR THE COMPANY

                  1. To the extent that the laws of the State of New York govern
the due execution and delivery of the Underwriting Agreement by Carrier 1       
International S.A., a societe anonyme organized under the laws of Grand Duchy of
Luxembourg (the "COMPANY"), the Company has duly executed and delivered the     
Underwriting Agreement.                                                         

                 2. The Underwriting Agreement constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with   
its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent     
conveyance, fraudulent transfer, reorganization, moratorium or other similar    
laws relating to or affecting enforcement of creditors' rights generally, (ii)  
general principals of equity, whether such principles are considered in a       
proceeding at law or equity, (iii) an implied covenant of good faith,           
reasonableness and fair dealing, and standards of materiality, and (iv)         
limitations with respect to enforceability of provisions providing for          
indemnification or contribution arising under applicable law (including court   
decisions) or public policy.                                                    

                  3. The execution, delivery and performance of the Underwriting
Agreement, the Pricing Agreement and the Deposit Agreement by the Company (the  
"AGREEMENTS") will not violate any existing United States Federal or New York   
State statute, or rule, regulation, judgment, order or decree of any United     
States Governmental Agency, known to us to be binding upon the Company (other   
than any state securities or Blue Sky laws statutes, rules, regulations or      
orders as to which we express no opinion), except as would not to our knowledge 
have a Material Adverse Effect and except that no opinion is expressed as to the
accuracy or completeness of the Registration Statement or any Prospectus.       

                 4. No consent, approval, authorization or order of, or filing
or registration with, any United States Governmental Agency is required to be   
obtained or made by the Company for the issuance and sale of the Shares or the  
performance by the Company today of its obligations under the Agreements in     
connection with the issuance and sale today of the Shares or ADSs by the Company
except (a) such as may be required by the securities or Blue Sky laws of the    
various states in connection with the offer and sale of the Shares and the ADSs,
(b) as have been obtained under the Securities Act and the Exchange Act, (c) as 
disclosed in the Prospectus or as have been made or obtained, (d) as may be     
required under or pursuant to applicable state securities laws, statutes, rules,
regulations or orders, (e) as may be required under or pursuant to applicable   
telecommunications laws and (f) for other consents, approvals, authorizations,  
orders, filings or registrations the failure of which to be obtained or made    
would not to our knowledge have a material adverse effect .                     

EX-1.1
58th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 58th
                5. The Company is not and, upon the issuance and sale of the
Shares, will not be an "investment company," as that term is defined in the     
Investment Company Act of 1940, as amended.                                     

      Such opinion shall be rendered to the Underwriters at the request of
the Company and shall so state therein.                                         

EX-1.1
59th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 59th
                                                                         ANNEX E

 FORM OF OPINION OF THE GENERAL COUNSEL OF
 CARRIER1 INTERNATIONAL GMBH
(A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY)

         The execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Agreements will not    
contravene any provision of existing applicable law or, to my knowledge, any    
agreement or other instrument binding upon the Company or any of its            
subsidiaries that is material to the Company and its subsidiaries, taken as a   
whole, or any judgment, order or decree of any governmental body, agency or     
court having jurisdiction over the Company or any subsidiary, and no consent,   
approval, authorization or order of, or qualification with, any governmental    
body or agency is required for the performance by the Company of its obligations
under the Agreements, except in each case as would not reasonably be expected to
have a Material Adverse Effect.                                                 

                  In rendering the opinion set forth above, I express no opinion
as to (i) the validity, binding effect or enforceability of any of the          
Agreements or (ii) the application of or compliance with securities laws,       
statutes, rules or regulations of any jurisdiction.                             

EX-1.1
60th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 60th
                                                                         ANNEX F

FORM OF OPINION OF SPECIAL
LUXEMBOURG COUNSEL TO THE UNDERWRITERS

            1. The Shares issued today by the Company have been duly
authorized by the shareholders at their meeting of [_____________], 2000 and    
have been validly issued at the par value thereof by the board of directors of  
the Company pursuant to their resolution passed today and against the payment of
the Subscription Price, being the par value thereof, were fully paid at the par 
value thereof, and are non-assessable.                                          

            2. The execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Underwriting Agreement,
the Pricing Agreement and the Deposit Agreement will not contravene any         
provision of applicable Luxembourg law.                                         

EX-1.1
61st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 61st
                                                                       EXHIBIT A

[FORM OF LOCK-UP LETTER]

Morgan Stanley & Co. Incorporated                                               
Salomon Smith Barney Inc.                                                       
c/o Morgan Stanley & Co.  Incorporated                                          
1585 Broadway                                                                   
New York, NY  10036                                                             

Dear Sirs and Mesdames:                                                         

        The undersigned understands that Morgan Stanley & Co. Incorporated and
Salomon Smith Barney Inc., as Representatives of the several Underwriters (the  
"REPRESENTATIVES"), propose to enter into an Underwriting Agreement (the        
"UNDERWRITING AGREEMENT") with Carrier1 International, S.A., a societe anonyme  
organized under the laws of Grand Duchy of Luxembourg (the "COMPANY"), providing
for the public offering (the "PUBLIC OFFERING") by several Underwriters,        
including the Representatives (the "UNDERWRITERS"), of shares of common stock,  
par value $2.00 per share, of the Company (the "COMMON STOCK").                 

        To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the           
undersigned hereby agrees that, without the prior written consent of the        
Representatives on behalf of the Underwriters, it will not, during the period   
commencing on the date hereof and ending 180 days after the date of the final   
prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer to     
sell, pledge, sell, contract to sell, sell any option or contract to purchase,  
purchase any option or contract to sell, grant any option, right or warrant to  
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or     
exchangeable for Common Stock or (2) enter into any swap or other arrangement   
that transfers to another, in whole or in part, any of the economic consequences
of ownership of Common Stock, whether any such transaction described in clause  
(1) or (2) above is to be settled by delivery of Common Stock or other          
securities, in cash or otherwise. The foregoing sentence shall not apply to (1) 
transactions relating to shares of Common Stock or other securities acquired in 
open market transactions after the completion of the Public Offering, (2) gifts 
and transfers by will or intestacy or (ii) transfers to (A) the undersigned's   
members, partners, affiliates or immediate family or (B) a trust, the           
beneficiaries of which are the undersigned and/or members of the undersigned's  
immediate family, shall not be prohibited by this agreement; provided that (x)  
the donee or transferee agrees in writing to be bound by the foregoing in the   
same manner as it applies to the undersigned and (y) if the donor or transferor 
is a reporting person subject to Section 16(a) of the Securities Exchange       

EX-1.1
62nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 62nd
Act of 1934 (the "EXCHANGE ACT"), any gifts or transfers made in accordance     
with this paragraph shall not require such person to, and such person shall     
not voluntarily, file a report of such transaction of Form 4 under the          
Exchange Act or (3) transfers of Common Stock or other securities to the        
Company or any of its subsidiaries pursuant to any purchase rights under the    
company's share purchase and share option plans. "Immediate family" shall       
mean spouse, lineal descendants, father, mother, brother or sister of the       
transferor and father, mother, brother or sister of the transferor's spouse.    
In addition, the undersigned agrees that, without the prior written consent     
of the Representatives on behalf of the Underwriters, it will not, during the   
period commencing on the date hereof and ending 180 days after the date of      
the Prospectus, make any demand for or exercise any right with respect to,      
the registration of any shares of Common Stock or any security convertible      
into or exercisable or exchangeable for Common Stock.                           

                 Very truly yours,

                       -----------------------
      (Name)

                       -----------------------
         (Address)

EX-1.1
63rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 63rd
                                                                     EXHIBIT A-2

PERSONS DELIVERING LOCK-UP LETTERS

*        Vollers Erik                                         
*        Gerard Sreeves                                       
*        Robert D'Occhio                                      
*        Karsten Wittkopf                                     
*        Marion Besslich                                      
*        Christelle Coeffe                                    
*        Hughes De Chateaunain                                
*        Richard Faucheux                                     
*        Bruno Grosskopf                                      
*        Dragan Jelesijevic                                   
*        Stephen Kraft                                        
*        Sandrine Laponche                                    
*        Lemoine Olivier                                      
*        Isabelle Russier                                     
*        Virginia Verdon                                      
*        Carina Almroth                                       
*        Mark Bartlett-Twivey                                 
*        Andrew Betta                                         
*        Graeme Biggs                                         
*        Matthew Bird                                         
*        Harry Arthur Board                                   
*        Paul Bramwell                                        
*        Eric Bree                                            
*        Steven Burgess                                       
*        Kevin Richard Burke                                  
*        Paul Garrard                                         
*        Gemma Cashman                                        
*        Richard Chilvers                                     
*        Linda Clark                                          
*        Brian Congheady                                      
*        Julia Constantinides                                 
*        Anthony Cooney                                       
*        Ian Cooper                                           
*        Chris Cousins                                        
*        Chris Davidson                                       
*        Peter Davidson                                       
*        John Stephen Dennis                                  
*        Mark Diamond                                         
*        Peter Everett                                        
*        Marcus David Franks                                  

EX-1.1
64th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 64th
*        Mark Garnham                                         
*        Alison Gooch                                         
*        Peter Good                                           
*        Michael Griffiths                                    
*        Peter Steven Hallam                                  
*        Paul Halliwell                                       
*        Paul Jenkins                                         
*        Alan Jones                                           
*        Michelle Jones                                       
*        Michelle Kelly                                       
*        Gary Lambert                                         
*        Greg Lewis                                           
*        Jonathan Lexton                                      
*        John Kirk                                            
*        John Merker                                          
*        Rick Mikolajczuk                                     
*        Simon Morris                                         
*        Nguyen Dang                                          
*        Philip Poulter                                       
*        Geoffrey Powell                                      
*        John Prendergast                                     
*        John Dennis Preston                                  
*        Sheila Raulinaitis                                   
*        H.V. Ruyter                                          
*        Samuel Saunders                                      
*        Jonathan Shanmuganathan                              
*        Kasim Sheikh                                         
*        Ian Smith                                            
*        Sven Stoecker                                        
*        Christine Stubbs                                     
*        David Thomas                                         
*        Adam Thompson                                        
*        David Tibbott                                        
*        Jane Townend                                         
*        Jay Tribick                                          
*        Richard Walker Morecroft                             
*        Graham Ward                                          
*        Richard Willson                                      
*        Stuart Wise                                          
*        Paul Wynne                                           
*        Nick Zak                                             
*        Vincenzo Zecca                                       
*        Rainer Dornauer                                      
*        Eva Messer                                           

EX-1.1
65th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 65th
*        Robert Modliba                                       
*        Michael Pichler                                      
*        Viviana Alejandra Ancarani                           
*        Olaf Bertschinger                                    
*        Heinz Bigler                                         
*        Bruno Burgisner                                      
*        Natasa De Carlo                                      
*        Oscar Escribano                                      
*        Nigel Findlater                                      
*        Goran Forslund                                       
*        Peter Gessler                                        
*        Stephen Harper                                       
*        Fred Karcher                                         
*        Martin Keller                                        
*        Christine Kohler                                     
*        Gilbert Koller                                       
*        Dominic McGlinchey                                   
*        Martin Peck                                          
*        Johanna Reichmuth                                    
*        Gustav Schaefer                                      
*        Jan Van Veldhoven                                    
*        Pim Versteeg                                         
*        Vanja Vidic                                          
*        Philip Walter                                        
*        Volker Weisshaar                                     
*        Judith Zollinger                                     
*        Stig Johansson                                       
*        Joachin Bauer                                        
*        Eugene A. Rizzo                                      
*        Kees van Ophem                                       
*        Neil Craven                                          
*        Teje Nordahl                                         
*        Alexander Schmid                                     
*        Sarah Colombo                                        
*        Sebastiano Galantucci                                
*        Saviano Gaetano                                      
*        Tordin Daniele                                       
*        Mirco Viscardi                                       
*        Madlen Frederich                                     
*        Mikael Honkala                                       
*        Garman Larsson                                       
*        Robert Luscombe                                      
*        Thomas Svalstedt                                     
*        John Belanger                                        

EX-1.1
66th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 66th
*        Michael Clark                                        
*        Carlos Colina                                        
*        Lee A. Geter                                         
*        Amelia Kamber-Enoch                                  
*        Coilbert Lee                                         
*        Evelien Aalberts                                     
*        Jos Ariaanno                                         
*        M. J. Gann                                           
*        Teus Oskam                                           
*        Rik Schalks                                          
*        Liliam Vacimo                                        
*        Harrie van Rooij                                     
*        Harm Werkman                                         
*        Howard Copestake                                     
*        Diethelm Dostert                                     
*        Tanja Eckert                                         
*        Dieter Friedrich                                     
*        Edward Allen Gross                                   
*        Vesna Herceg                                         
*        Cristine Keb                                         
*        Anastasia Koltsidis                                  
*        Udo Lorenz                                           
*        Thomas Lubke                                         
*        Christoph Mees                                       
*        Christoph Munch                                      
*        Matthias Neumann                                     
*        Christian Schultes                                   
*        Marc Theissen                                        
*        Erwin Trautmann                                      
*        Llitz Gertfried                                      
*        Astrid Werner                                        
*        Konstantina Widera                                   
*        Silke Wunderie                                       
*        Thomas Zahay                                         
*        Victor Pelson                                        
*        Glenn Creamer                                        
*        Mark Pelson                                          

 * * * * * * * * *

EX-1.1
67th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 67th
                                                                       EXHIBIT B

 FORM OF OPINION OF BONN & SCHMITT
 LUXEMBOURG COUNSEL TO THE COMPANY

                1. Carrier 1 International S.A., a societe anonyme organized
under the laws of Grand Duchy of Luxembourg (the "COMPANY"), has been duly      
incorporated, is validly existing as a corporation (SOCIETE ANONYME) under the  
laws of Luxembourg and has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus.                     

                2. The subsidiary of the Company organized under the laws of
Luxembourg, CARRIER 1 INTERNATIONAL MANAGEMENT (LUX) SARL, has been duly        
incorporated, is validly existing as a corporation (SOCIETE A RESPONSABILITE    
LIMITEE) under the laws of Luxembourg and has the corporate power and authority 
to own its property and to conduct its business as described in the Prospectus. 
All of the issued share capital of the Luxembourg subsidiary of the Company has 
been duly and validly authorized and issued, is fully paid and non-assessable,  
and is owned directly by the Company, to the best of our knowledge, free and    
clear of all liens, encumbrances, equities or claims.                           

                 3. The subscribed and authorized share capital of the Company
conformed at the date of the Prospectus, as to legal matters, to the description
thereof contained in the Prospectus.                                            

          4. The share capital outstanding as of the date of the
Underwriting Agreement (including the Shares being sold by Carrier One LLC) has 
been duly authorized and is validly issued, fully paid and non-assessable.      

                 5. The Company has the corporate power and authority to enter
into the Underwriting Agreement, the Pricing Agreement and the Deposit Agreement
(the "AGREEMENTS"), and the Agreements have been duly authorized, and insofar as
Luxembourg law governs the execution and delivery thereof, have been duly       
executed and delivered by the Company, and constitute valid and binding         
agreement of the Company, enforceable again the Company in accordance with its  
terms.                                                                          

            6. The execution and delivery by the Company of, and the
performance by the Company of its obligations under the Agreements does not and 
will not contravene the Articles of Association of the Company or, to the best  
of our knowledge, any agreement or other instrument binding upon the Company    
that, in our opinion, is material to the Company and its subsidiaries, taken as 
a whole, or, to the best of our knowledge, any judgment, order or decree of any 
governmental body, agency or court having jurisdiction over the Company, and no 
consent, approval, authorization or order of, or qualification with, any        
Luxembourg governmental body or agency is required for the performance by the   
Company of its                                                                  

EX-1.1
68th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 68th
obligations under the Agreements.                                               

        7. After due inquiry, we do not know of any legal or
governmental proceedings pending or threatened to which the Company is a party  
or to which any of the properties of the Company is subject.                    

                8. Except as set forth in the Prospectus, to the best of our
knowledge each of the Company and its Luxembourg subsidiary has all necessary   
permits, licenses, authorizations, consents, orders, certificates and approvals 
of and from all applicable Luxembourg governmental, administrative or regulatory
authorities, self-regulatory organizations and courts and other tribunals to    
own, lease, license and use its properties and assets and to conduct its        
business in the manner described in the Prospectus; to the best of our          
knowledge, neither the Company nor and its Luxembourg subsidiary has not        
received any notice of proceedings which remain unresolved relating to          
revocation or modification of any such permits, licenses, authorizations,       
consents, orders, certificates or approvals.                                    

                  9. To the best of our knowledge, as of today, the Company, its
Luxembourg subsidiary and its foreign subsidiaries do not provide               
telecommunication services in or from Luxembourg and therefore they do not need 
any permits, licenses, authorizations, consents, orders, certificates or        
approvals of or from any Luxembourg national, regional or local governmental    
authorities, all self-regulatory organizations and all courts and tribunals     
(collectively, the "GOVERNMENTAL AUTHORITIES") competent for telecommunication  
matters.                                                                        

               10. To the best of our knowledge, after due inquiry, (i) no
decree or order of any Governmental Authority has been issued against the       
Company and (ii) no litigation, proceeding, inquiry or investigation has been   
commenced or threatened, against the Company before or by any Governmental      
Authority.                                                                      

               11. The statements in (i) the Prospectus under the captions
"Business--Enforceability of Certain Civil Liabilities," "Business--Legal       
Proceedings," "Description of Share Capital" and "Certain Relationships and     
Related Transactions" and (ii) in the Registration Statement in Item 14, insofar
as such statements constitute summaries of the legal matters, documents or      
proceedings referred to therein governed by Luxembourg law, fairly summarize in 
all material respects the matters referred to therein.                          

          12. The statements in the Prospectus under the caption
"Taxation--Certain Luxembourg Tax Considerations," insofar as such statements   
constitute a summary of Luxembourg tax laws referred to therein, are accurate   
and fairly summarize in all material respects the Luxembourg tax laws referred  
to therein.                                                                     

                  13. Except as described in the Prospectus, no Luxembourg stamp
or other issuance or transfer taxes or duties or capital gains, income,         
withholding or other taxes are payable by or on behalf of the Underwriters in   
Luxembourg or any political subdivision or                                      

EX-1.1
69th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 69th
taxing authority thereof or therein in connection with (i) the authorization,   
issue or delivery by the Company of the Shares and ADSs or (ii) the purchase by 
the Underwriters of the Shares or ADSs or the sale and delivery by the          
Underwriters of the Shares or ADSs, provided that the Underwriters are not      
Luxembourg residents for purposes of income taxes, the execution and delivery of
the Agreements or the consummation of the transactions contemplated thereby,    
save that the registration may be ordered and a registration fee of 2.4 per cent
on the total amount involved might become payable if the Agreements were to be  
exhibited before a Luxembourg Court or a Luxembourg official authority (AUTORITE
CONSTITUEE); in practice, the registration is rarely ordered.                   

               14. The Company's agreement to the choice of law provisions
set forth in the Agreements is valid and binding under the laws of Luxembourg   
and we do not know of any reason why the courts of Luxembourg would not give    
effect to the choice of New York law as the proper law of the Agreements; the   
Company has the legal capacity to sue and be sued in its own name under the laws
of Luxembourg; the Company has the power to submit, and has irrevocably         
submitted, to the non-exclusive jurisdiction of the New York courts and has     
validly and irrevocably appointed CT Corporation System as its authorized agent 
as set forth and for the purpose described in the Agreements under the laws of  
Luxembourg; the irrevocable submission of the Company to the non-exclusive      
jurisdiction of the New York courts and the waivers by the Company of any       
immunity and any objection to the venue of a proceeding in a New York court     
located in the Agreements are legal, valid and binding under the laws of        
Luxembourg and we do not know of any reason why the courts of Luxembourg would  
not give effect to such submission and waivers; service of process in the manner
set forth in the Agreements will be effective to confer valid jurisdiction over 
the Company under the laws of Luxembourg; and the courts in Luxembourg will     
recognize and will enforce, subject to fulfillment of applicable recognition and
enforcement procedures (EXEQUATUR procedures), any final and conclusive judgment
against the Company obtained in a New York court arising out of or in the       
Agreements.                                                                     

      Such opinion shall be rendered to the Underwriters at the request of
the Company and shall so state therein.                                         

EX-1.1
70th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 70th
                                                                       EXHIBIT C

 FORM OF OPINION OF DEBEVOISE & PLIMPTON
SPECIAL NEW YORK COUNSEL FOR THE COMPANY

                  1. To the extent that the laws of the State of New York govern
the due execution and delivery of the Underwriting Agreement, the Pricing       
Agreement or the Deposit Agreement (the "AGREEMENTS") by Carrier 1 International
S.A., a societe anonyme organized under the laws of Grand Duchy of Luxembourg   
(the "COMPANY"), the Company has duly executed and delivered each Agreement.    

             2. Each of the Agreements constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with   
its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent     
conveyance, fraudulent transfer, reorganization, moratorium or other similar    
laws relating to or affecting enforcement of creditors' rights generally, (ii)  
general principals of equity, whether such principles are considered in a       
proceeding at law or equity, (iii) an implied covenant of good faith,           
reasonableness and fair dealing, and standards of materiality, and (iv)         
limitations with respect to enforceability of provisions providing for          
indemnification or contribution arising under applicable law (including court   
decisions) or public policy.                                                    

                3. The execution, delivery and performance of the Agreements
by the Company do not violate any existing United States Federal or New York    
State statute, or rule, regulation, judgment, order or decree of any United     
States Governmental Agency, known to us to be binding upon the Company (other   
than any state securities or Blue Sky laws statutes, rules, regulations or      
orders as to which we express no opinion), except as would not to our knowledge 
have a Material Adverse Effect and except that no opinion is expressed as to the
accuracy or completeness of the Registration Statement or any Prospectus.       

           4. Assuming the sale of the ADSs as contemplated in the
Underwriting Agreement and the due and authorized issuance by the Depositary of 
the ADRs evidencing ADSs against deposit of the Shares in accordance with the   
Deposit Agreement, such ADRs will be duly and validly issued and the persons in 
whose names such ADRs are registered will be entitled to the rights specified in
the ADRs and the Deposit Agreement.                                             

                 5. No consent, approval, authorization or order of, or filing
or registration with, any United States Governmental Agency is required to be   
obtained or made by the Company for issuance and sale of the Shares or ADSs by  
the Company or the performance by the Company today of its obligations under the
Agreements in connection with the issuance and sale today of the Share or ADSs  
by the Company except (a) such as may be required by the securities or Blue Sky 
laws of the various states in connection with the offer and sale of the Shares  
and the ADSs, (b) as have been obtained under the Securities Act and the        
Exchange Act, (c) as disclosed in the Prospectus or as have been made or        
obtained, (d) as may be required                                                

EX-1.1
71st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 71st
under or pursuant to applicable state securities laws, statutes, rules,         
regulations or orders, (e) as may be required under or pursuant to applicable   
telecommunications laws and (f) for other consents, approvals, authorizations,  
orders, filings or registrations the failure of which to be obtained or made    
would not to our knowledge have a Material Adverse Effect.                      

                  6. The Company is not and, upon the issuance and sale today of
the Shares, will not be an "investment company," as that term is defined in the 
Investment Company Act of 1940, as amended.                                     

           7. The statements set forth in the Prospectus under the
headings "Description of Certain Indebtedness," "Description of Share           
Capital--Description of the Warrants," "Description of American Depositary      
Receipts," in each case insofar as such statements constitute summaries of the  
legal matters, documents or proceedings referred to therein, provide a fair     
summary of the matters described therein in all material respects.              

           8. The statements set forth in the Prospectus under the
caption "Taxation--Certain United States Federal Income Tax Considerations,"    
"Taxation--Common Stock," and "Taxation--Information Reporting and Backup       
Withholding," insofar as such statements purport to summarize certain United    
States Federal income tax laws relating to the purchase, ownership and          
disposition of the Shares or ADSs by certain U.S. Holders (as such term is      
defined in the Prospectus), provide a fair summary of such consequences under   
current law in all material respects.                                           

                 9. The Registration Statement and U.S. Prospectus (except for
financial statements, notes and schedules and other financial and statistical   
data contained therein as to which we express no opinion) as of their respective
effective or issue dates, appear on their face to comply as to form in all      
material respects with requirements of the Securities Act and the applicable    
rules and regulations of the Securities and Exchange Commission thereunder.     

              10. Assuming the validity of such actions under Luxembourg
law, under the laws of the State of New York relating to personal jurisdiction  
(including venue), (i) pursuant to Section 15 of the Underwriting Agreement,    
Article 4 of the Pricing Agreement and Section 706 of the Deposit Agreement, the
Company has validly submitted to the nonexclusive jurisdiction of any United    
States federal or New York state court located in the Borough of Manhattan, The 
City of New York, the State of New York, in any action arising out of or        
relating to any of the Agreements, has validly waived (to the extent permitted  
by law) any objection to the venue of a proceeding in any such court, and has   
validly appointed CT Corporation System as its authorized agent for the purpose 
described in Section 15 of the Underwriting Agreement, Article 4 of the Pricing 
Agreement and Section 706 of the Deposit Agreement, and (ii) service of process 
effected on such agent in the manner set forth in Section 15 of the Underwriting
Agreement, Article 4 of the Pricing Agreement and Section 706 of the Deposit    
Agreement will be effective to confer valid personal jurisdiction over the      
Company, except that we express no opinion as to any waiver of inconvenient     
forum.                                                                          

EX-1.1
72nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 72nd
                  We have not ourselves checked the accuracy or completeness of,
or otherwise verified, and are not passing upon and assume no responsibility for
the accuracy or completeness of, the statements contained in the U.S.           
Prospectus, except to the limited extent stated in paragraphs 7 and 8 above. In 
the course of our review and discussion of the contents of the Registration     
Statement and the Prospectus with certain officers and employees of the Company 
and the Company's independent auditors, but without independent check or        
verification, no facts have come to our attention that cause us to believe that 
the Registration Statement (except for financial statements, notes and schedules
and other financial and statistical data contained therein, as to which we      
express no belief), at the time it became effective, contained an untrue        
statement of a material fact or omitted to state a material fact necessary to   
make the statements therein not misleading, or that the Prospectus (except for  
financial statements, notes and schedules and other financial and statistical   
data contained therein, as to which we express no belief), as of its date and as
of the date hereof, contained or contains any untrue statement of a material    
fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were     
made, not misleading or that any contract or other document that is of a        
character required to be filed as an exhibit to the Registration Statement is   
not so filed.                                                                   

      Such opinion shall be rendered to the Underwriters at the request of
the Company and shall so state therein.                                         

EX-1.1
73rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 73rd
                                                                       EXHIBIT D

 FORM OF OPINION OF THE GENERAL COUNSEL OF
 CARRIER1 INTERNATIONAL GMBH
(A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY)

                 1. Each subsidiary of Carrier 1 International S.A., a societe
anonyme organized under the laws of Grand Duchy of Luxembourg (the "COMPANY"),  
has been duly organized or formed, as applicable, and is validly existing under 
the laws of the jurisdiction of its organization or formation (except where the 
failure to be duly organized or formed would not reasonably be expected to have 
a Material Adverse Effect), has the corporate or company power and authority to 
own its property and to conduct its business as described in the Prospectus     
(except where the failure to have such power or authority would not reasonably  
be expected to have a Material Adverse Effect) and is duly qualified to transact
business in each jurisdiction in which the conduct of its business or leasing of
property requires such qualification (except where the failure to be so         
qualified would not reasonably be expected to have a Material Adverse Effect).  
The outstanding shares of capital stock or membership interests of each         
subsidiary of the Company (other than any company in the process of formation   
with no significant operations) have been duly authorized and validly issued and
are fully paid and non-assessable, and all such shares or membership interests  
are owned by the Company or a wholly-owned subsidiary thereof, to my knowledge  
free and clear of all liens, encumbrances, equities or claims.                  

                 2. Except as set forth in the Prospectus, (i) the Company has
all certificates, orders, permits, licenses, authorizations, consents and       
approvals of and from, and has made all reports, filings and registrations with,
all Luxembourg national, regional or local governmental authorities, all        
self-regulatory organizations and all courts and tribunals (collectively, the   
"GOVERNMENTAL AUTHORITIES") necessary to own, lease, license or use its         
properties and assets and conduct its business in the manner described in the   
Prospectus, except as would not reasonably be expected to have a Material       
Adverse Effect, and (ii) neither the Company nor any of its subsidiaries has    
received any notice of proceedings relating to revocation, modification or      
non-renewal of any such certificates, orders, permits, licenses, authorizations,
consents or approvals, or the qualification or rejection of any such report,    
filing or registration, the effect of which would reasonably be expected to have
a Material Adverse Effect.                                                      

                 3. Other than as set forth or contemplated in the Prospectus,
(i) no decree or order of any of the Governmental Authorities has been issued   
against the Company or any of its subsidiaries and (ii) there is no action, suit
or judicial proceeding pending or overtly threatened to which the Company or any
of its subsidiaries is a party or to which its or their properties is subject,  
and no notice of violation or order to show cause has been issued against the   
Company or any of its subsidiaries, before or by any of the Governmental        
Authorities, in                                                                 

EX-1.1
74th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 74th
the case of both (i) and (ii) that would reasonably be expected to materially   
and adversely affect the issuance today of Shares and ADSs or that questions the
validity of the Underwriting Agreement, the Pricing Agreement or the Deposit    
Agreement (the "AGREEMENTS") or that would reasonably be expected to have a     
Material Adverse Effect.                                                        

            4. The execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Agreements do not      
contravene any provision of existing applicable law or, to my knowledge, any    
agreement or other instrument binding upon the Company or any of its            
subsidiaries that is material to the Company and its subsidiaries, taken as a   
whole, or any judgment, order or decree of any governmental body, agency or     
court having jurisdiction over the Company or any subsidiary, and no consent,   
approval, authorization or order of, or qualification with, any governmental    
body or agency is required for the performance by the Company of its obligations
under the Agreements, except in each case as would not reasonably be expected to
have a Material Adverse Effect.                                                 

           In rendering the opinions set forth above, I express no
opinion as to (i) the validity, binding effect or enforceability of any of the  
Agreements or (ii) the application of or compliance with securities laws,       
statutes, rules or regulations of any jurisdiction.                             

                 I have not myself checked the accuracy or completeness of, or
otherwise verified, and am not passing upon and assume no responsibility for the
accuracy or completeness of, the statements contained in the U.S. Prospectus. In
the course of my review and discussion of the contents of the Registration      
Statement and Prospectus with certain officers and employees of Carrier1 and    
Carrier1's independent auditors, but without independent check or verification, 
no facts have come to my attention that cause me to believe that (i) the        
Registration Statement (except for financial statements, notes and schedules and
other financial and statistical data contained therein), at the time it became  
effective, contained an untrue statement of a material fact or omitted to state 
a material fact necessary to make the statements therein not misleading or (ii) 
the Prospectus (except for financial statements, notes and schedules and other  
financial and statistical data contained therein), as of its date and as of the 
date hereof, contained or contains any untrue statement of a material fact or   
omitted or omits to state a material fact necessary in order to make the        
statements therein, in the light of the circumstances under which they were     
made, not misleading, or (iii) that any contract or other document that is of a 
character required to be filed as an exhibit to the Registration Statement is   
not so filed.                                                                   

      Such opinion shall be rendered to the Underwriters at the request of
the Company and shall so state therein.                                         

EX-1.1
75th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 75th
                                                                       EXHIBIT E

FORM OF OPINION OF LOCAL COUNSEL

We are of the opinion that:                                                     

                  1. the descriptions in the Prospectus of matters in connection
         with current [COUNTRY] statutes relating to telecommunications, and the
        respective rules and regulations promulgated thereunder (collectively,
         the "[COUNTRY] Communications Law"), including, without limitation, the
         statements in the Prospectus under the captions "Business--Governmental
         Regulation," are accurate in all material respects and fairly summarize
all matters described therein;                                

            2. the Company [the Operating Company]1 is the holder of
         license[s] issued by the [RELEVANT GOVERNMENT AGENCY], dated _________,
    199_, issued under Section ____ of [RELEVANT LAW], relating to the
provision of telecommunications services in [COUNTRY];        

         3. (A) the execution and delivery of the Underwriting
Agreement and the Deposit Agreement by the Company, and the   
  consummation of the transactions (including, without limitation,
  issuance of the Shares and the ADSs) contemplated thereby do not
violate (1) the [COUNTRY] Communications Law, (2) any rules or
      regulations of [GOVERNMENT AGENCY] applicable to the Company and its
      subsidiaries and (3) to the best of our knowledge after due inquiry,
         any telecommunications related decree from any [COUNTRY] court, and (B)
         no authorization of or filing with [GOVERNMENT AGENCY] is necessary for
         the execution and delivery of the Underwriting Agreement or the Deposit
   Agreement by the Company and the consummation of the transactions
      (including, without limitation, issuance of the Shares and the ADSs)
contemplated thereby in accordance with the terms thereof;    

           4. (A) each of the Company and its subsidiaries has all
       certificates, orders, permits, licenses, authorizations, consents and
approvals of and from, and has made all reports, filings and  
  registrations with, [GOVERNMENT AGENCY] necessary to own, lease,
        license and use its properties and assets and to conduct its business,
and its contemplated business, in the manner described in the 
Prospectus; and (B) to the best of                            

--------                                                                        
1To be used when the Company operates through a subsidiary incorporated in the  
opinion giver's jurisdiction.                                                   

EX-1.1
76th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 76th
     our knowledge after due inquiry, neither the Company nor any of its
     subsidiaries has received any notice of proceedings relating to the
   revocation, modification or non-renewal of any such certificates,
      orders, permits, licenses, authorizations, consents or approvals, or
the qualification or rejection of any such reports, filing or 
      registration, the effect of which, singly or in the aggregate, would
     have a material adverse effect on the Company and its subsidiaries,
taken as a whole;                                             

                  5. to the best of our knowledge after due inquiry, (A) each of
the Company and its subsidiaries is conducting its business in
        accordance with [GOVERNMENT AGENCY] authorizations listed in Paragraph
       4 above and (B) neither the Company nor any of its subsidiaries is in
      violation of or in default under the [COUNTRY] Communications Law or
       the rules or regulations of [GOVERNMENT AGENCY], the effect of which,
         singly or in the aggregate, would have a material adverse effect on the
Company and its subsidiaries, taken as a whole; and           

              6. to the best of our knowledge, after due inquiry, (A) no
        decree or order of the [GOVERNMENT AGENCY] has been issued against the
    Company or any of its subsidiaries; (B) no litigation, proceeding,
   inquiry or investigation has been commenced or threatened, and no
         notice of violation or order to show cause has been issued, against the
         Company or any of its subsidiaries before or by [GOVERNMENT AGENCY] and
  (C) there are no rulemakings or other administrative proceedings
        pending before [GOVERNMENT AGENCY] which, (i) are generally applicable
  to telecommunications services or the resale thereof and (ii) if
       decided adversely to the interest of the Company or its subsidiaries,
would have a material adverse effect on the Company and its   
subsidiaries, taken as a whole.                               

* Unless otherwise defined herein, capitalized terms used herein have the       
meanings assigned to such terms in the Underwriting Agreement.                  

      Such opinion shall be rendered to the Underwriters at the request of
the Company and shall so state therein.                                         

EX-1.1
77th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 77th
                                                                       EXHIBIT F

FORM OF OPINION OF CARRIER ONE LLC COUNSEL

                 (a) The execution and delivery by Carrier One LLC of, and the
performance by Carrier One LLC of its obligations under, the  
      Underwriting Agreement and the Pricing Agreement will not contravene
    any provision of applicable law (except in so far as indemnity and
      contribution is limited by applicable law and public policy), or any
         certificate of incorporation, bylaws or other equivalent organizational
    documents of Carrier One LLC, or, to such counsel's knowledge, any
    agreement or other instrument binding upon Carrier One LLC that is
     material to Carrier One LLC or any judgment, order or decree of any
         governmental body, agency or court having jurisdiction over Carrier One
LLC, and no consent, approval, authorization or order of, or  
         qualification with, any governmental body or agency is required for the
performance by Carrier One LLC of its obligations under the   
        Underwriting Agreement or the Pricing Agreement, except such as may be
      required by the securities or Blue Sky laws of the various states in
         connection with the offer and sale of the Shares and the ADSs and other
       than those already obtained from the Frankfurt Stock Exchange and the
        Nasdaq Stock Market, and under the securities laws of The Netherlands,
      the Securities Act and the Exchange Act and those as may be required
   for the listing of the Company's Share Capital on the Neuer Markt
segment of the Frankfurt Stock Exchange.                      

             (b) This Agreement has been duly authorized, executed and
delivered by or on behalf of Carrier One LLC.                 

                 (c) The Pricing Agreement has been duly authorized by Carrier
       One LLC and, assuming due execution and delivery by the other parties
thereto, is a valid and binding agreement of Carrier One LLC, 
         enforceable in accordance with its terms, subject to (i) the effects of
     bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer,
 reorganization, moratorium or other similar laws relating to or
    affecting enforcement of creditors' rights generally, (ii) general
   principals of equity, whether such principles are considered in a
       proceeding at law or equity, (iii) an implied covenant of good faith,
         reasonableness and fair dealing, and standards of materiality, and (iv)
        limitations with respect to enforceability of provisions providing for
         indemnification or contribution arising under applicable law (including
court decisions) or public policy.                            

EX-1.1
78th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 78th
                                                                       EXHIBIT G

FORM OF OPINION OF SPECIAL
LUXEMBOURG COUNSEL TO THE UNDERWRITERS

                  1. The Shares issued by the Company on [_______________], 2000
have been duly authorized by the shareholders at their meeting of               
[_____________], 2000 and have been validly issued at the par value thereof by  
the board of directors of the Company pursuant to their resolution passed at    
their meeting of [________________], 2000 and against the payment of the        
Subscription Price, being the par value thereof, were fully paid at the par     
value thereof, and are non-assessable. After the subsequent payment on such     
Shares of the Share Offer Price less the par value of such Shares less          
applicable fees and commissions (the "Additional Payment") pursuant to the      
Underwriting Agreement, such Shares are fully paid at the par value thereof plus
the Additional Payment, and non-assessable. The Shares sold today by the        
Warrantholders have been duly authorized and are validly issued, fully paid and 
non-assessable. The issuance by the Company of the Shares being sold by the     
Company and by the Warrantholders is not subject to any preemptive or similar   
rights.                                                                         

            7. The execution and delivery by the Company of, and the
performance by the Company of its obligations under the Underwriting Agreement, 
the Pricing Agreement and the Deposit Agreement do not and will not contravene  
any provision of applicable Luxembourg law.                                     

EX-1.1
79th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 79th
                                                                       EXHIBIT H

FORM OF OPINION OF ZIEGLER, ZIEGLER & ALTMAN          

               1. The Deposit Agreement has been duly authorized, executed
     and delivered by the Depositary and constitutes a valid and legally
         binding agreement of the Depositary, enforceable in accordance with its
     terms, subject to applicable bankruptcy, insolvency or similar laws
         affecting creditors' rights generally and general principles of equity.

                  2. Upon issuance by the Depositary of ADRs evidencing the ADSs
against the deposit of Registered Shares in respect thereof in
       accordance with the terms of the Deposit Agreement, such ADRs will be
      duly and validly issued, and the Holders thereof will be entitled to
 the rights specified in such ADRs and in the Deposit Agreement.

EX-1.1
80th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 80th
                                                                       EXHIBIT I

FORM OF OPINION OF WARRANTHOLDER COUNSEL

               (a) The execution and delivery by the Warrantholder of, and
     the performance by such Warrantholder of its obligations under, the
         Underwriting Agreement, the Pricing Agreement and its Irrevocable Power
        of Attorney and Custody Agreement will not contravene any provision of
   applicable law (except in so far as indemnity and contribution is
     limited by applicable law and public policy), or any certificate of
       incorporation, bylaws or other equivalent organizational documents of
       such Warrantholder, or, to such counsel's knowledge, any agreement or
      other instrument binding upon such Warrantholder that is material to
         such Warrantholder or any judgment, order or decree of any governmental
        body, agency or court having jurisdiction over such Warrantholder, and
         no consent, approval, authorization or order of, or qualification with,
         any governmental body or agency is required for the performance by such
        Warrantholder of its obligations under the Underwriting Agreement, the
     Pricing Agreement or the Power of Attorney and Custody Agreement of
         such Warrantholder, except such as may be required by the securities or
      Blue Sky laws of the various states in connection with the offer and
       sale of the Shares and the ADSs and other than those already obtained
    from the Frankfurt Stock Exchange and the Nasdaq Stock Market, and
      under the securities laws of The Netherlands, the Securities Act and
      the Exchange Act and those as may be required for the listing of the
     Company's Share Capital on the Neuer Markt segment of the Frankfurt
Stock Exchange.                                               

              (b) The Warrantholder has valid title to the Warrants each
         entitling the holder thereof to purchase the number of shares specified
        therein; the Warrantholder assuming exercise of Warrants in accordance
with the Irrevocable Power of Attorney and Custody Agreement, 
         immediately prior to the time the Shares to be sold by it are delivered
        to the Underwriters, will have valid title to the Shares to be sold by
   such Warrantholder; and the Warrantholder has the legal right and
     power, and all authorization and approval required by law, to enter
         into the Underwriting Agreement, the Pricing Agreement and the Power of
   Attorney and Custody Agreement of such Warrantholder and to sell,
   transfer and deliver the Shares to be sold by such Warrantholder.

                  (c) The Irrevocable Power of Attorney and Custody Agreement of
       the Warrantholder has been duly authorized, executed and delivered by
 such Warrantholder and is a valid and binding agreement of such
     Warrantholder, enforceable in accordance with its terms, subject to
        applicable bankruptcy, insolvency or similar laws affecting creditors'
rights generally and general principles of equity.            

EX-1.1
Last Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 81st
                 (d) The Underwriting Agreement and the Pricing Agreement have
  been duly authorized by the Warrantholder and, when executed and
       delivered will be valid and binding agreements of such Warrantholder,
 enforceable in accordance with its terms, subject to applicable
    bankruptcy, insolvency or similar laws affecting creditors' rights
generally and general principles of equity.                   

            (e) Assuming exercise of Warrants in accordance with the
      Irrevocable Power of Attorney and Custody Agreement, delivery of the
     Shares to be sold by the Warrantholder pursuant to the Underwriting
         Agreement and the Pricing Agreement will pass title to such Shares free
        and clear of any security interests, claims, liens, equities and other
encumbrances.                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
		6/30/01		30					10-Q
Filed on:		2/18/00		15
		12/31/99		13					10-K405
		5/28/99		4					S-4/A
		10/1/98		14		32
									List all Filings