RECITALSEscrow Agreement • December 20th, 1996 • Omnipoint Corp \De\ • Radiotelephone communications • New York
VOTING AGREEMENTVoting Agreement • December 21st, 1999 • Omnipoint Corp \De\ • Radiotelephone communications • Delaware
dated as ofAgreement and Plan of Merger • December 21st, 1999 • Omnipoint Corp \De\ • Radiotelephone communications • Delaware
Exhibit 10.1 LOAN AGREEMENT dated as of July 25, 1997Loan Agreement • January 24th, 2000 • Omnipoint Corp \De\ • Radiotelephone communications
EXHIBIT 10.2 [Form of Note] THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS SET...Omnipoint Corp \De\ • December 29th, 1998 • Radiotelephone communications
THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB") OR AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) PROMULGATED UNDER THE SECURITIES ACT (A "ACCREDITED INSTITUIONAL INVESTOR"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIRIES OR (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB OR ACCREDITED INSTITUTIONAL INVESTOR IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSO
Section 1.1 Definitions...................................... 1 Section 1.2 Incorporation by Reference of Trust Indenture Act 22 Section 1.3 Rules of Construction............................ 22 ARTICLE II The Notes Section 2.1 Form and...Omnipoint Corp \De\ • December 20th, 1996 • Radiotelephone communications
OMNIPOINT COMMUNICATIONS INC. Floating Rate Senior Notes due February 17, 2006 NOTE PURCHASE AGREEMENT --------------- Dated February 17, 1998 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission...Note Purchase Agreement • March 26th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
DEPOSITARY SHARES AND 7% CUMULATIVE CONVERTIBLE PREFERRED STOCK REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
Additional Commitments. (1) Loan Commitments, (2) Equity Commitments, (3) ---------------------- Borrower's Working Capital; (4) the then undrawn amount of any loan from an AC Lender pursuant to loan documentation that is finalized and in place; and...Loan Agreement • March 31st, 1997 • Omnipoint Corp \De\ • Radiotelephone communications
EXHIBIT 10.65 CAPITAL CONTRIBUTION AGREEMENTContribution Agreement • November 17th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
among OMNIPOINT MB HOLDINGS, LLC., as Borrower, -----------Loan Agreement • January 24th, 2000 • Omnipoint Corp \De\ • Radiotelephone communications • New York
Exhibit 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 3rd day of November, 1996 (the "Effective Date") is entered into by OMNIPOINT CORPORATION, a Delaware corporation with its principal place of business at 2000...Employment Agreement • March 31st, 1997 • Omnipoint Corp \De\ • Radiotelephone communications • Colorado
VOTING AGREEMENTVoting Agreement • January 25th, 2000 • Omnipoint Corp \De\ • Radiotelephone communications • Delaware
AGREEMENTAgreement • December 21st, 1999 • Omnipoint Corp \De\ • Radiotelephone communications • Delaware
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of December 2, 1996Registration Rights Agreement • December 20th, 1996 • Omnipoint Corp \De\ • Radiotelephone communications • New York
among OMNIPOINT COMMUNICATIONS INC., as Borrower,Loan Agreement • March 26th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
Exhibit 10.1 OMNIPOINT CORPORATION 11 5/8% Series A Senior Notes due 2006 PURCHASE AGREEMENT ------------------Purchase Agreement • December 20th, 1996 • Omnipoint Corp \De\ • Radiotelephone communications • New York
EXHIBIT 4.1 OMNIPOINT CORPORATION, as Issuer and HSBC BANK USA, as Trustee INDENTUREOmnipoint Corp \De\ • November 15th, 1999 • Radiotelephone communications • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 2nd, 1999 • Omnipoint Corp \De\ • Radiotelephone communications • Delaware
EXHIBIT 10.2 OMNIPOINT CORPORATION 11 1/2% SENIOR NOTES DUE 2009 REGISTRATION RIGHTS AGREEMENTOmnipoint Corp \De\ • November 15th, 1999 • Radiotelephone communications • New York
AGREEMENTAgreement • December 21st, 1999 • Omnipoint Corp \De\ • Radiotelephone communications • Delaware
Omnipoint Corporation, a Delaware corporation (the "Company"), ------- proposes to issue and sell (the "Initial Placement") to each of Lehman Brothers ----------------- Inc. ("Lehman Brothers") and Barclays Capital Inc. ("Barclays" and, together...Reorganization Agreement • November 15th, 1999 • Omnipoint Corp \De\ • Radiotelephone communications • New York
Exhibit 10.19 STOCK RESTRICTION AGREEMENT THIS STOCK RESTRICTION AGREEMENT (the "Agreement") made as of the 24th day of February, 1997 (the "Effective Date"), between Omnipoint Corporation, a Delaware corporation (the "Company"), and Kjell S....Stock Restriction Agreement • March 31st, 1997 • Omnipoint Corp \De\ • Radiotelephone communications • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIES OF ISSUERSecurities Purchase Agreement • December 21st, 1999 • Omnipoint Corp \De\ • Radiotelephone communications • Delaware
EXHIBIT 10.65 CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • November 16th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
EXHIBIT 4.2Omnipoint Corp \De\ • November 15th, 1999 • Radiotelephone communications • New York
EXHIBIT 10.1 NOTE PURCHASE AGREEMENT SENIOR NOTES DUE DECEMBER 21, 2003 This Note Purchase Agreement is made as of the 21st day of December, 1998 (this "Agreement"), by and between OMNIPOINT CORPORATION, a Delaware corporation (the "Company "), for...Note Purchase Agreement • December 29th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
EXHIBIT 10.60 OMNIPOINT CORPORATION 6,500,000 Shares Depository Shares Each Representing 1/20 of a Share of 7% Cumulative Convertible Preferred Stock Purchase AgreementDeposit Agreement • May 15th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications
DEPOSIT AGREEMENT FOR 7% CUMULATIVE CONVERTIBLE PREFERRED STOCKDeposit Agreement • May 15th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
DEPOSIT ACCOUNT AGREEMENT This Deposit Account Agreement (the "Agreement"), dated as of the 6th day of May, 1998, by and between Omnipoint Corporation, a Delaware corporation (the "Company"), and The First National Bank of Maryland (the "Deposit...Deposit Account Agreement • May 15th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • Maryland
EXHIBIT 10.54 AGREEMENT54 Agreement • March 31st, 1997 • Omnipoint Corp \De\ • Radiotelephone communications
EXHIBIT 4.5 This security (or its predecessor) has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be offered, sold, pledged or otherwise transferred, except as set forth in the next...Omnipoint Corp \De\ • May 15th, 1998 • Radiotelephone communications
This security (or its predecessor) has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be offered, sold, pledged or otherwise transferred, except as set forth in the next sentence hereof. By its acquisition hereof or of a beneficial interest herein, the holder: (1) represents that it is a "Qualified Institutional Buyer" (as defined in Rule 144A under the Securities Act) (a "QIB"), (2) agrees that it will not resell or otherwise transfer this security except (a) to the Company or any of its subsidiaries, (b) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (c) in an offshore transaction meeting the requirements of Rule 904 of the Securities Act, (d) in a transaction meeting the requirements of Rule 144 under the Securities Act, (e) in accordance with another exemption from the registration requiremen
