SECURITIES PURCHASE AGREEMENT DATED OCTOBER-, 1999 BETWEEN VENTURES IN COMMUNICATIONS H, L.L.C., ONEPOP4T COMMUNICATIONS CORP., AND CAIS INTERNET, INC.Securities Purchase Agreement • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Illinois
BETWEENOperating Agreement • September 18th, 1998 • Onepoint Communications Corp /De • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, of OnePoint Services, L.L.C. (the "Company") dated and effective as of November 23, 1999 (this "Agreement"), --------- is adopted by, executed and agreed to, for good and valuable consideration, by OnePoint...Limited Liability Company Agreement • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Delaware
GUARANTY Dated as of August 30, 1999Guaranty • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Illinois
REGISTRATION RIGHTS AGREEMENT May 21, 1998Registration Rights Agreement • September 18th, 1998 • Onepoint Communications Corp /De • New York
ANDStock Purchase Agreement • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Illinois
OFFICE LEASE between WGP ASSOCIATES, LLC, a Virginia limited liability company (as Landlord) and ONEPOINT COMMIUNICATIONS CORP., a Delaware corporation (as Tenant)Office Lease • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Virginia
W I T N E S S E T HSupplemental Indenture • November 14th, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • New York
THIS LOAN AGREEMENT (this "Agreement") is entered into on the above --------- date between VERIZON INVESTMENTS, INC. ("Lender"), and the borrower named above ------ ("Borrower"), whose chief executive office is located at the above address --------...Loan Agreement • November 27th, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • New York
Lucent Technologies Inc. Loan Agreement Borrower: OnePoint Communications Corp. Address: Two Conway Park 150 Field Drive, Suite 300 Lake Forest, Illinois 60045 Phone No. (847) 582-8710 Fax No. (847) 582-8801 Date: July 26, 2000 (the "Closing Date")...Loan Agreement • November 14th, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • New York
STOCK PURCHASE AGREEMENT ------------------------ This Stock Purchase Agreement ("Agreement") is entered into as of November 17, 2000 ("Effective Date"), by OnePoint Communications Corp. (the "Company") and Ventures in Communications II, L.L.C....Stock Purchase Agreement • November 27th, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone)
BY AND AMONGMerger Agreement • August 15th, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone)
WITNESSETH:Merger Agreement • September 18th, 1998 • Onepoint Communications Corp /De • Delaware
RECITALS: --------Registration Agreement • September 18th, 1998 • Onepoint Communications Corp /De • Illinois
SERIES A AND SERIES B 14 1/2% SENIOR NOTES DUE 2008 INDENTUREIndenture • September 18th, 1998 • Onepoint Communications Corp /De • New York
CONFORMED COPY ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • New York
BETWEENOperating Agreement • September 18th, 1998 • Onepoint Communications Corp /De
Exhibit 10.1 PROFESSIONAL SERVICES AGREEMENT ------------------------------- THIS AGREEMENT ("Agreement"), dated as of May 15, 1998, by and between The VenCom Group, Inc., an Illinois corporation ("VenCom") and OnePoint Communications Corp., a...Professional Services Agreement • September 18th, 1998 • Onepoint Communications Corp /De • Delaware
EXHIBIT 10.6 AMENDED AND RESTATED SECURITY AGREEMENT (ACCOUNTS, GENERAL INTANGIBLES, INVENTORY, EQUIPMENT & OTHER COLLATERAL) Dated as of April 29, 1998Security Agreement • September 18th, 1998 • Onepoint Communications Corp /De • Illinois
WARRANT AGREEMENTWarrant Agreement • September 18th, 1998 • Onepoint Communications Corp /De • New York
EXHIBIT 4.9 SUBSIDIARY GUARANTEE For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject...Subsidiary Guarantee • September 18th, 1998 • Onepoint Communications Corp /De
For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of May 21, 1998 (the "Indenture") among ONEPOINT COMMUNICATIONS CORP., the Subsidiary Guarantors (as defined therein) and HARRIS TRUST AND SAVINGS BANK, as trustee (the "Trustee"), that (a) the principal of and interest on the Notes (as defined in the Indenture) will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders (as defined in the Indenture) or the Trustee under the Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Notes and (b) in case of any extension of time of
PREFACE -------Resale Agreement • September 18th, 1998 • Onepoint Communications Corp /De
RECITALS:Loan Agreement • November 15th, 1999 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Illinois
RECITALSAffiliate Services Agreement • September 18th, 1998 • Onepoint Communications Corp /De
175,000,000 of 14 1/2% Senior Notes due 2008 and Warrants to Purchase 111,125 Shares of Common StockPurchase Agreement • September 18th, 1998 • Onepoint Communications Corp /De
Exhibit 4.7 WARRANT REGISTRATION RIGHTS AGREEMENT Dated May 21, 1998Warrant Registration Rights Agreement • September 18th, 1998 • Onepoint Communications Corp /De • New York
OFFICE LEASE -- TWO CONWAY PARK THIS OFFICE LEASE (this "Lease") is made as of November 18, 1999, by and between ----- "Landlord" Riggs & Company, a division of Riggs Bank, N.A. as Trustee of the -------- Multi-Employer Property Trust, a trust...Office Lease • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Illinois
SECURITY AGREEMENT This Security Agreement ("Agreement") is entered into as of March ___, 2000, by and between COMPLUS, L.P. ("Borrower"), a Delaware limited partnership, and ONEPOINT COMMUNICATIONS CORP. ("Lender"), a Delaware corporation. W I T N E...Security Agreement • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Illinois
DEMAND NOTEDemand Note • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone)
This Note has been executed by COMPLUS, L.P., a Delaware Limited Partnership with its principal office located at 100 Newport Avenue Extension, Quincy, MA 02171 ("Borrower").
BY AND AMONGMerger Agreement • August 7th, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Delaware
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 18th, 1998 • Onepoint Communications Corp /De • New York
PURCHASE AGREEMENT ------------------ This Purchase Agreement is made as of December 16, 1999, by and between OnePoint Communications Holdings, L.L.C., a Delaware limited liability company ("OnePoint") and SBC Coinventures, Inc., a Delaware...Purchase Agreement • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone)
RECITALSAdmission Agreement • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone)
RECITALSPurchase Agreement • March 31st, 2000 • Onepoint Communications Corp /De • Telephone communications (no radiotelephone) • Delaware
