Trust Indenture Indenture Act Section Section ------------------ --------------------- (S) 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608 610 (S) 311(a) 613 (b) 613 (S) 312(a) 701 (b) 702 (c) 702 (S) 313(a) 703 (b) 703...Indenture • March 30th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
AGREEMENT --------- NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:Assignment and Assumption Agreement • March 31st, 1999 • Northpoint Communications Holdings Inc • Telephone communications (no radiotelephone)
AGREEMENT ---------Indemnification Agreement • March 31st, 1999 • Northpoint Communications Holdings Inc • Telephone communications (no radiotelephone) • Delaware
EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT, made as of April 3, 2000 (the "Effective Date"), is entered into by and between Northpoint Communications, Inc. (the "Company") and Michael P. Glinsky (the "Executive"). WHEREAS, the...Employment Agreement • May 15th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
2.3 Determination of Current Market Value. For purposes of this ------------------------------------- Section 2, current market value (the "Current Market Value") of a share of -------------------- Common Stock on the Conversion Date shall mean (i)...Northpoint Communications Group Inc • July 30th, 1999 • Telephone communications (no radiotelephone) • California
Exhibit 10.16 MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, NY 10036Note Purchase Agreement • March 31st, 1999 • Northpoint Communications Holdings Inc • Telephone communications (no radiotelephone) • New York
This agreement shall be governed by and construed in accordance with the laws of the State of New York. Any right to trial by jury with respect to any claim, action, suit or proceeding arising out of or contemplated by this letter is hereby waived and the parties hereto hereby submit to the non-exclusive jurisdiction of the federal and New York State courts located in the City of New York in connection with any dispute related to this letter and/or any matters contemplated hereby. This agreement is not assignable by you to any other person. This agreement may not be disclosed to any other person except your accountants and attorneys and
CLASS B COMMON STOCK PURCHASE WARRANT ------------------------------------- DATED: APRIL __, 1999 TO SUBSCRIBE FOR AND PURCHASE SHARES OF CLASS B COMMON STOCK OF NORTHPOINT COMMUNICATIONS GROUP, INC. -------------------------------------Northpoint Communications Group Inc • April 19th, 1999 • Telephone communications (no radiotelephone) • California
EXHIBIT 10.39 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT, made as of June 27, 2000 (the "Effective Date"), is entered into by and between NorthPoint Communications, Inc. (the "Company") and Shellye Archambeau (the...Employment Agreement • August 14th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
SUBSCRIPTION AGREEMENTSubscription Agreement • February 26th, 1999 • Northpoint Communications Holdings Inc • California
This letter will confirm our agreement that, notwithstanding the provisions of Section 6.3 of the Series D-1 Preferred Stock Purchase Agreement dated as of March 26, 1999 (the "Purchase Agreement") by and between NorthPoint ------------------...Purchase Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone)
Common Stock (par value $0.001 per share)Northpoint Communications Holdings Inc • March 31st, 1999 • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 8, 2000, among NorthPoint Communications Group, Inc., a Delaware corporation (the "Company"), and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,...Registration Rights Agreement • March 30th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
SECTION 1 Purchase and Sale of Shares --------------------------- 1.1 Authorization of Shares. The Company has authorized the issuance of ------------------------ shares of its Series D-1 Preferred Stock, having the rights, preferences, privileges and...Preferred Stock Purchase Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
WHEREAS, pursuant to that certain Loan and Guaranty Agreement, dated as of April 5, 1999 (as it may be amended, supplemented or otherwise modified, the "Second Priority Loan Agreement"), among Borrower, NorthPoint Virginia,...Pledge and Security Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
FIFTH AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
D. Change in Control. "Change in Control" shall have the meaning set forth ----------------- in the Common Stock Purchase Agreement and Amendment to Common Stock Purchase Agreement attached as Exhibit A hereto. ---------Employment Agreement • March 30th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 15th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.12 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE...Northpoint Communications Group Inc • April 19th, 1999 • Telephone communications (no radiotelephone) • California
EXHIBIT 10.30 to NORTHPOINT 10-K NORTHPOINT CANADA CLEC INVESTMENT AGREEMENT February 15, 2000 TABLE OF CONTENTS -----------------Employment Agreement • March 30th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 9.1 SECOND AMENDED AND RESTATED VOTING AGREEMENT --------------------------------------------Voting Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.4 FOURTH AMENDED AND RESTATED ---------------------------- RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT --------------------------------------------Sale Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 99.2 ------------ AMENDMENT NO. 5 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • January 17th, 2001 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 2 TO DEBTOR IN POSSESSION CREDIT, SECURITY AND GUARANTY AGREEMENTNorthpoint Communications Group Inc • February 23rd, 2001 • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.29 AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made as of April 18, 2000 (the "Effective Date"), is entered into by and between NorthPoint...Employment Agreement • May 15th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
NorthPoint Communications Group, Inc. Notice of Grant of Stock Options ID: 52-214-7716 and Stock Option Agreement 303 2nd St. San Francisco, CA 94107Stock Option Agreement • March 30th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
Exhibit 10.11 GUARANTYNorthpoint Communications Holdings Inc • March 31st, 1999 • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.35 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, made as of April 17, 2000 (the "Effective Date"), is entered into by and between NorthPoint Communications,...Employment Agreement • May 15th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 10.41 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, made as of June 1, 2000 (the "Effective Date"), is entered into by and between NorthPoint Communications, Inc....Employment Agreement • August 14th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 10.40 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT --------------------------------------- This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT, made as of June 1, 2000 (the "Effective Date"), is entered into by and between NorthPoint Communications, Inc....Employment Agreement • August 14th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 10.37 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, made as of April 17, 2000 (the "Effective Date"), is entered into by and between NorthPoint Communications,...Employment Agreement • May 15th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 10.36 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, made as of April 17, 2000 (the "Effective Date"), is entered into by and between NorthPoint Communications,...Employment Agreement • May 15th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
AMENDMENT NO. 1 TO LOAN AND GUARANTY AGREEMENTLoan and Guaranty Agreement • April 28th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.8 March 22, 1999Northpoint Communications Holdings Inc • March 31st, 1999 • Telephone communications (no radiotelephone)
Exhibit 99.6 EXCHANGE AGENT AGREEMENT ------------------------ The Bank of New York 101 Barclay Street, Floor 21 West New York, New York 10286 Attention: Corporate Trust Trustee Administration Ladies and Gentlemen: NorthPoint Communications Group,...Exchange Agent Agreement • April 28th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.25 CREDIT AND GUARANTY AGREEMENT dated as of December 9, 1999Credit and Guaranty Agreement • March 30th, 2000 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
