Exhibit 10.16
XXXXXX XXXXXXX & CO. INCORPORATED
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Xxxxx 00, 0000
XxxxxXxxxx Communications Holdings, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement dated July 10, 1998 (the
"Note Purchase Agreement") between NorthPoint Communications, Inc.
("NorthPoint") and Xxxxxx Xxxxxxx Senior Funding, Inc. ("MS"), pursuant to which
MS purchased $15 million of NorthPoint's Series A Senior Increasing Rate Notes
(the "Series A Notes") and $35 million of NorthPoint's Series B Senior
Increasing Rate Notes (the "Series B Notes"). It is a condition to the
execution of Amendment No. 1 to the Note Purchase Agreement that you execute and
deliver this Agreement. Capitalized terms used herein and not defined herein
are used as defined in the Note Purchase Agreement.
You hereby agree to offer Xxxxxx Xxxxxxx & Co. Incorporated the opportunity
to be the exclusive placement agent or underwriter for any private placement or
public offering and sale by you or your subsidiaries of high yield debt
securities, including redeemable preferred stock, in an amount of at least $100
million in gross proceeds (a "Refinancing") and to indemnify Xxxxxx Xxxxxxx &
Co. Incorporated on usual and customary terms in connection therewith. It is
understood that your obligation to offer such opportunity to Xxxxxx Xxxxxxx &
Co. Incorporated shall extend to no more than one Refinancing and shall expire
two years after the later of (i) the date on which all Notes issued pursuant to
the Note Purchase Agreement have been redeemed in full and (ii) December 31,
1999.
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
then only on a confidential basis. This agreement may be executed in two or
more counterparts that together shall constitute one and the same instrument.
Upon your acceptance hereof, this letter will constitute a binding
agreement between us.
XXXXXX XXXXXXX & CO. INCORPORATED
By:_____________________________________
Name:
Title:
Agreed to and Accepted:
NORTHPOINT COMMUNICATIONS HOLDINGS, INC.
By:____________________________
Name:
Title:
