Ipc Acquisition Corp Sample Contracts

INDENTURE
Indenture • February 11th, 2002 • Ipc Acquisition Corp • New York
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CHANNEL SALES AND
Transition Services Agreement • February 11th, 2002 • Ipc Acquisition Corp • New York
RECITALS:
Credit and Guaranty Agreement • March 7th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
WITNESSETH
Fourth Supplemental Indenture • July 11th, 2005 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
AMENDMENT TO THE AMENDED AND RESTATED LABOR POOL AGREEMENT
Labor Pool Agreement • August 13th, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus
IPC ACQUISITION CORP. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 23rd, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus • Delaware

WHEREAS, the Company has adopted the IPC Acquisition Corp. 2002 Stock Option Plan as amended and restated (the “Plan”) in order to provide additional incentive to certain employees, officers, consultants and directors of the Company and its Subsidiaries; and

Exhibit 10.2 CREDIT AND GUARANTY AGREEMENT dated as of December 20, 2001
Credit and Guaranty Agreement • February 11th, 2002 • Ipc Acquisition Corp • New York
CONSENT RELATED TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • December 6th, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York

THIS CONSENT RELATED TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Consent”), is made and entered into as of October 22, 2004, by and among IPC ACQUISITION CORP., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower signatory hereto (the “Guarantors”), the Lenders signatory hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Administrative Agent and Collateral Agent for the Lenders (the “Agent”).

JOINDER AGREEMENT (Existing Lender)
Joinder Agreement • December 23rd, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York

THIS JOINDER AGREEMENT, dated as of April 20, 2004 (this “Agreement”), is by and among CIT LENDING SERVICES CORPORATION (“Increasing Lender”), IPC ACQUISITION CORP., a Delaware corporation (“Company”), CERTAIN SUBSIDIARIES OF THE COMPANY, as guarantors, GOLDMAN SACHS CREDIT PARTNERS L.P., as sole Lead Arranger and as Syndication Agent (“GSCP”), and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent (“GECC”).

CHANGE IN CONTROL AGREEMENT WAIVER
Change in Control Agreement • December 30th, 2002 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York

THIS AGREEMENT is made as of [ ], 2002, among [Executive] (the “Executive”), IPC Information Systems, Inc. (“IPC”) and IPC Acquisition Corp. (“Parent”).

Contract
Services Agreement • August 14th, 2002 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York

AMENDMENT, dated as of July 3, 2002 (this “Amendment”) among IPC ACQUISITION CORP. (formerly known as GS IPC Acquisition Corp.), a Delaware corporation (“Purchaser”), IPC INFORMATION SYSTEMS INC., a Delaware corporation (“IPC”), IPC INFORMATION SYSTEMS (AUSTRALIA) PTY. LTD. (formerly known as Asia Global Crossing IPC Trading Systems Australia Pty Ltd., and, collectively, with IPC and their respective subsidiaries, the “IPC Entities”), ASIA GLOBAL CROSSING ASIA PACIFIC COMMERCIAL LTD. (“Asia GC”), a Hong Kong corporation, GLOBAL CROSSING LIMITED (“GC”), a Bermuda corporation, and GLOBAL CROSSING TELECOMMUNICATIONS INC. (“GCT”), a Michigan corporation, to the NETWORK SERVICES, CHANNEL SALES AND TRANSITIONAL SERVICES AGREEMENT, dated as of December 20, 2001 (the “Agreement”) among the parties to this Amendment. The aforementioned entities are sometimes referred to herein individually as a “Party” and collectively as “Parties.”

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IPC ACQUISITION CORP. CERTAIN SUBSIDIARIES OF IPC ACQUISITION CORP. 88 Pine Street New York, New York 10005 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • February 13th, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York

GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent under the Credit Agreement defined herein 2325 Lakeview Parkway, Suite 700 Alpharetta, GA 30004

SECOND AMENDMENT AND CONSENT RELATED TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • December 6th, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York

THIS SECOND AMENDMENT AND CONSENT RELATED TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is made and entered into as of November 30, 2004, by and among IPC ACQUISITION CORP., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower signatory hereto (the “Guarantors”), the Lenders signatory hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Administrative Agent and Collateral Agent for the Lenders (the “Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is dated as of June 19, 2003, by and between IPC Acquisition Corp., a Delaware corporation (the “Employer”), and Lance Boxer (the “Employee”).

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