BETWEENOperating Agreement • September 18th, 1998 • Onepoint Communications Corp /De
WARRANT AGREEMENTWarrant Agreement • September 18th, 1998 • Onepoint Communications Corp /De • New York
SERIES A AND SERIES B 14 1/2% SENIOR NOTES DUE 2008 INDENTUREOnepoint Communications Corp /De • September 18th, 1998 • New York
REGISTRATION RIGHTS AGREEMENT May 21, 1998Registration Rights Agreement • September 18th, 1998 • Onepoint Communications Corp /De • New York
WITNESSETH:Agreement and Plan of Merger • September 18th, 1998 • Onepoint Communications Corp /De • Delaware
175,000,000 of 14 1/2% Senior Notes due 2008 and Warrants to Purchase 111,125 Shares of Common StockOnepoint Communications Corp /De • September 18th, 1998
RECITALS: --------Registration Agreement • September 18th, 1998 • Onepoint Communications Corp /De • Illinois
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
PREFACE -------Resale Agreement • September 18th, 1998 • Onepoint Communications Corp /De
WITNESSETHOnepoint Communications Corp /De • September 18th, 1998 • Georgia
Exhibit 4.7 WARRANT REGISTRATION RIGHTS AGREEMENT Dated May 21, 1998Warrant Registration Rights Agreement • September 18th, 1998 • Onepoint Communications Corp /De • New York
RECITALSAffiliate Services Agreement • September 18th, 1998 • Onepoint Communications Corp /De
PLEDGE AND SECURITY AGREEMENTPledge and Security 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...Onepoint Communications Corp /De • September 18th, 1998
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
AGREEMENT --------- PREFACE -------Agreement • September 18th, 1998 • Onepoint Communications Corp /De
