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
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 XXXXXX 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 payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Subsidiary Guarantors to the Holders of Notes and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 10 of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a
Note, by accepting the same, agrees to and shall be bound by such provisions.
[SIGNATURE PAGE FOLLOWS]
OnePoint Communications Holdings, LLC
By: OnePoint Communications
Corp, its Manager
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
OnePoint Communications - Georgia, LLC
By: OnePoint Communications
Corp, its Manager
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxx X. xxxxxxxxx
Title: Chairman and Chief Executive Officer
OnePoint Communications - Illinois, LLC
By: OnePoint Communications
Corp, its Manager
By: /s/ Xxxxx X.Xxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
OnePoint Communications - Colorado, LLC
By: OnePoint Communications
Corp, its Manager
By: /s/ Xxxxx X.Xxxxxxxxx
------------------------------
Name: Xxxxx X.Xxxxxxxxx
Title: Chairman and Chief Executive Officer
VIC-RMTS-DC, LLC
By: OnePoint Communications
Holdings, LLC, its Manager
By: OnePoint Communications
Corp., its Manager
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
