EXHIBIT 4.3 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of February 28, 2003, among the subsidiaries listed on Schedules A and B hereto (each, a "Guaranteeing Subsidiary"), each a direct or...First Supplemental Indenture • November 6th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
WITNESSETHSupplemental Indenture • July 11th, 2005 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
EXHIBIT 10.15 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the "Agreement") is entered into as of July 25, 2003, by Stefanie Sovak (the "Employee") and IPC Acquisition Corp., a Delaware corporation (the "Company")...Separation Agreement • November 6th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
EXHIBIT 10.6 CHANGE IN CONTROL AGREEMENT This Agreement, dated November __, 2001, is made by and between IPC Information Systems, Inc., a Delaware Corporation (as hereinafter defined, the "Corporation"), and __________ (the "Executive"). WHEREAS, the...Change in Control Agreement • May 14th, 2002 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of --------- December 19, 2001, among GS CAPITAL PARTNERS 2000, L.P. ("GSCP"), GS CAPITAL ---- PARTNERS 2000 PARTNERS OFFSHORE, L.P. ("GSCP Offshore"), GS CAPITAL PARTNERS...Stockholders Agreement • February 11th, 2002 • Ipc Acquisition Corp • New York
EXHIBIT 4.4 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 13, 2003, among the subsidiaries listed on Schedule A hereto (each, a "Guaranteeing Subsidiary"), each a director or indirect...Second Supplemental Indenture • November 6th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
December 20, 2001 Goldman, Sachs & Co. Scotia Capital (USA) Inc. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: IPC Acquisition Corp. (the "Company"), proposes to issue and sell to the Purchasers (as defined...Exchange and Registration Rights Agreement • February 11th, 2002 • Ipc Acquisition Corp • New York
EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of September 18, 2003 (the "Effective Date"), by and between IPC Information Systems, Inc., a Delaware corporation (the "Employer"), and Greg Kenepp (the...Employment Agreement • November 6th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
INDENTUREIndenture • February 11th, 2002 • Ipc Acquisition Corp • New York
RECITALS:Credit and Guaranty Agreement • March 7th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
ii) deliver to the Sellers a certificate executed by Buyers and prepared with the assistance of a nationally recognized public accounting firm setting forth or attaching the Estimated Preliminary Balance Sheet and the Buyer's estimated calculation of...Amendment • February 11th, 2002 • Ipc Acquisition Corp • New York
AMENDMENT TO THE AMENDED AND RESTATED LABOR POOL AGREEMENTLabor Pool Agreement • August 13th, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus
IPC ACQUISITION CORP. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified 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 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of July 15, 2004 (the "Effective Date"), by and between IPC Information Systems, LLC, a Delaware limited liability company (the "Employer"), and Timothy Whelan...Employment Agreement • August 13th, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
Exhibit 10.2 CREDIT AND GUARANTY AGREEMENT dated as of December 20, 2001Credit and Guaranty Agreement • February 11th, 2002 • Ipc Acquisition Corp • New York
CONSENT RELATED TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit 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”).
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of August 29, 2003 among IPC ACQUISITION CORP., CERTAIN SUBSIDIARIES OF IPC ACQUISITION CORP., as Guarantors VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger and...Credit and Guaranty Agreement • September 8th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
CHANNEL SALES ANDNetwork Services, Channel Sales and Transition Services Agreement • February 11th, 2002 • Ipc Acquisition Corp • New York
Share Purchase Agreement Gains Acquisition Corp. Gains Asia Acquisition Corp. and Gains International Infocom Holdings BV for the sale and purchase of all of the issued shares of Gains International Asia Holdings Limited Gains International (US) Inc....Share Purchase Agreement • August 14th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus
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 WAIVERChange in Control Agreement Waiver • 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”).
ContractNetwork Services, Channel Sales and Transitional 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.”
EXECUTION VERSION SECOND AMENDMENT, dated as of March 13, 2003 (this "Second Amendment") among IPC ACQUISITION CORP. ("Purchaser"), a Delaware corporation, IPC INFORMATION SYSTEMS INC. ("IPC"), a Delaware corporation, IPC INFORMATION SYSTEMS...Network Services, Channel Sales and Transitional Services Agreement • November 6th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
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 AGREEMENTCredit 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 AGREEMENTCredit 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”).
EXECUTION COPY SETTLEMENT AND REJECTION AGREEMENT SETTLEMENT AND REJECTION AGREEMENT, dated as of March 13, 2003 (this "Agreement") among IPC ACQUISITION CORP., a Delaware corporation ("IPC Acquisition" and, together with its direct and indirect...Settlement and Rejection Agreement • April 4th, 2003 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York
EMPLOYMENT AGREEMENTEmployment 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”).
