-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Se0FOixzkZw0wFdZKQ7nrom3OnKJEJ9jW1397gP568LIpamyl+uzK9GAsZldmSIe 8XluPDOlpzhbOaF72MBgPw== 0000929624-01-000335.txt : 20010226 0000929624-01-000335.hdr.sgml : 20010226 ACCESSION NUMBER: 0000929624-01-000335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHPOINT COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001080558 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522147716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-29828 FILM NUMBER: 1553387 BUSINESS ADDRESS: STREET 1: 303 2ND STREET STREET 2: 10TH FLOOR, NORTH TOWER CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4154034003 MAIL ADDRESS: STREET 1: 222 SUTTER STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FORMER COMPANY: FORMER CONFORMED NAME: NORTHPOINT COMMUNICATIONS HOLDINGS INC DATE OF NAME CHANGE: 19990224 8-K 1 0001.txt FORM 8-K FOR THE EVENT DATED 02/23/2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(D) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 23, 2001 ______________________ NORTHPOINT COMMUNICATIONS GROUP, INC. ------------------------------------------------ (Exact name of registrant as specified in charter) Delaware 000-29828 52-2147716 ------------------------------------------------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 5858 Horton Street, Emeryville, CA 94608 ---------------------------------------- (Address of principal executive offices) Registrants' telephone numbers, including area codes: (510) 450-7300 Item 5. Other Events. On February 7, 2001, NorthPoint Communications, Inc. and NorthPoint Communications Group, Inc. executed amendment no. 2 to their existing Debtor in Possession credit agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference. Item 7. Exhibits. (c) Exhibits * 99.1 Amendment No. 2 to Debtor in Possession Credit, Security and Guaranty Agreement, dated February 7, 2001. ___________________________ * Filed herewith. INDEX TO EXHIBITS ----------------- Exhibit No. Description - ----------- ----------- 99.1 Amendment No. 2 to Debtor in Possession Credit, Security and Guaranty Agreement, dated February 7, 2001. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Dated: February 23, 2001 NORTHPOINT COMMUNICATIONS GROUP, INC. By: /s/ Michael P. Glinsky ----------------------------------- Michael P. Glinsky Chief Financial Officer EX-99.1 2 0002.txt 2ND TO CREDIT FACILITY AGREEMENT EXHIBIT 99.1 AMENDMENT NO. 2 TO DEBTOR IN POSSESSION CREDIT, SECURITY AND GUARANTY AGREEMENT This AMENDMENT NO. 2, dated as of February 7, 2001 (this "Amendment"), to the Debtor in Possession Credit, Security and Guaranty Agreement, dated as of January 16, 2001 (as amended by Amendment No. 1 dated as of January 26, 2001, the "Credit Agreement"), by and among NORTHPOINT COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), NORTHPOINT COMMUNICATIONS GROUP, INC., a Delaware corporation ("Parent Guarantor"), NORTHPOINT COMMUNICATIONS OF VIRGINIA, INC., a Virginia corporation, and NORTHPOINT INTERNATIONAL, INC., a Delaware corporation ("Northpoint International") (together with Northpoint Communications of Virginia, Inc., the "Subsidiary Guarantors"), each as a debtor and debtor in possession under chapter 11 of title 11, United States Code (the "Bankruptcy Code") and NORTHPOINT CANADA INC., a corporation organized under the laws of the Province of New Brunswick, ("Northpoint Canada"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the "Initial Lenders"), and Canadian Imperial Bank of Commerce, as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the "Administrative Agent") for the Lenders (as hereinafter defined). RECITALS: WHEREAS, the terms used herein, including in the preamble and recitals hereto, not otherwise defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit Agreement; WHEREAS, Borrower has requested, and Required Lenders have agreed, in each case on the terms and conditions set forth herein, that the Credit Agreement be amended as hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrower, each Guarantor, Required Lenders and the Administrative Agent hereby agree as follows: SECTION 1. Amendments. Subject to the satisfaction of the conditions ---------- precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended, effective as of the date hereof, as follows: Section 6.01(d) of the Credit Agreement is hereby amended by adding at the end of subclause (A) thereof after the language "a Responsible Officer becomes aware of such failure" the new language "(unless the Borrower shall have failed to deliver written notice of such failure to the Administrative Agent and the Administrative Agent shall have actual knowledge of such failure and shall have failed to provide written notice thereof to the Borrower)." 2 SECTION 2. Conditions of Effectiveness. (a) This Amendment shall --------------------------- become effective as of the date first above written when, and only when, the following conditions shall have been satisfied: (i) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors and the Required Lenders or, as to any of the Required Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; and (ii) the Borrower shall have paid all costs, expenses and fees payable pursuant to Section 4 below. (b) In addition to the requirements set forth in subsection (a) above, this Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. SECTION 3. Reference to and Effect on the Loan Documents. (a) On and --------------------------------------------- after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Amendment. (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 4. Costs, Expenses; Taxes; Fees, Etc. The Borrower agrees to --------------------------------- pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.04 of the Credit Agreement. SECTION 5. Affirmation of Guaranties. Each of the Guarantors hereby ------------------------- consents to the execution and delivery of this Amendment and notwithstanding the effectiveness of this Amendment, reaffirms in all respects its obligations under each of the Guaranties and Article VII of the Credit Agreement. SECTION 6. Execution in Counterparts. This Amendment may be executed ------------------------- in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 3 SECTION 7. Governing Law. This Amendment shall be governed by, and -------------- construed in accordance with, the law of the State of New York. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. NORTHPOINT COMMUNICATIONS, INC., as Borrower By /s/ Michael P. Glinsky ----------------------------------- Title: NORTHPOINT COMMUNICATIONS GROUP, INC., as Parent Guarantor By /s/ Michael P. Glinsky ----------------------------------- Title: NORTHPOINT COMMUNICATIONS OF VIRGINIA, INC., as a Subsidiary Guarantor By /s/ Michael P. Glinsky ----------------------------------- Title: NORTHPOINT INTERNATIONAL, INC., as a Subsidiary Guarantor By /s/ Michael P. Glinsky ----------------------------------- Title: NORTHPOINT CANADA INC., as a Guarantor By /s/ Michael P. Glinsky ----------------------------------- Title: CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent By /s/ Bob Greer ---------------------------------- Title: ASSISTANT GENERAL MANAGER Initial Lenders CIBC INC., as a Lender By /s/ Bob Greer ------------------------------ Title: Agent BANK OF MONTREAL, as a Lender By /s/ R. W. Stratton ------------------------------ Title: Vice-President BARCLAYS BANK PLC, as a Lender By /s/ Edward G. Hamway, JR. ------------------------------ Title: DIRECTOR CIT LENDING SERVICES CORPORATION, an affiliate of THE CIT GROUP, INC., as a Lender By /s/ Charles Brown --------------------------------- Title: V.P. CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By /s/ JAMES B. HALLOCK ----------------------------- Title: VICE PRESIDENT FIRST UNION NATIONAL BANK, as a Lender By /s/ Helen F. Wessling -------------------------------- Title: SVP/ Director FRANKLIN FLOATING RATE TRUST, as a Lender By /s/ Chauncey Lufkin --------------------------------- Title: Vice President HELLER FINANCIAL, INC., as a Lender By: K. Craig Callehugh ------------------------------ Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----