FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of July 8, 2005, among IPC Acquisition Corp., a Delaware corporation
(the "Company"), the Guarantors (as defined in the Indenture referred to
below) and The Bank of New York, as trustee under the Indenture referred to
below (the "Trustee"). Capitalized terms used and not defined herein shall
have the meanings ascribed to such terms in the Indenture.
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of December 20, 2001 (as supplemented by the
First Supplemental Indenture, dated as of February 28, 2003, the Second
Supplemental Indenture, dated as of May 13, 2003, and the Third
Supplemental Indenture, dated as of December 9, 2004, the "Indenture"),
providing for the issuance of 11.50% Senior Subordinated Notes due 2009
(the "Notes");
WHEREAS, the Company originally issued $150,000,000 in aggregate
principal amount of Notes under the Indenture;
WHEREAS, Section 9.02 of the Indenture provides that the Indenture
(subject to certain exceptions) may be amended with the consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding (including without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes);
WHEREAS, the Company has commenced, pursuant to the Offer to Purchase
and Consent Solicitation Statement, dated June 17, 2005, an offer to
purchase for cash any and all of the outstanding Notes (the "Offer") and a
solicitation to obtain the consent of the Holders of not less than a
majority in aggregate principal amount of the outstanding Notes to the
amendments to the Indenture set forth herein;
WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by a resolution of the Board of Directors of the Company;
WHEREAS, (i) the Company has received the consent of the Holders of a
majority in aggregate principal amount of the outstanding Notes to enable
the Company and the Trustee to enter into this Supplemental Indenture, and
(ii) as contemplated by Section 9.06 of the Indenture, the Company has
delivered to the Trustee simultaneously with the execution and delivery of
this Supplemental Indenture (a) an Officers' Certificate, and (b) an
Opinion of Counsel.
NOW, THEREFORE, in consideration of the above premises, each party
hereby agrees, for the benefit of the others and for the equal and ratable
benefit of the Holders of the Notes, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 DELETION OF DEFINITIONS AND RELATED REFERENCES. Sections
1.01 and 1.02 of Article I of the Indenture are hereby amended to delete in
their entirety all terms and their respective definitions for which all
references are eliminated in the Indenture as a result of the amendments
set forth in Article II of this Supplemental Indenture.
ARTICLE II
AMENDMENTS TO THE INDENTURE
SECTION 2.1 AMENDMENTS TO THE INDENTURE. The Indenture is hereby
amended by deleting the following sections of the Indenture and all
references thereto in the Indenture in their entirety, including, without
limitation, all references, direct or indirect thereto in Section 6.01
(Events of Default):
Section 3.09 (Offer to Purchase by Application of Excess Proceeds);
Section 4.03 (Reports);
Sections 4.04(b) and 4.04(c) (Compliance Certificate);
Section 4.07 (Restricted Payments);
Section 4.08 (Dividend and Other Payment Restrictions Affecting
Subsidiaries);
Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock);
Section 4.10 (Asset Sales);
Section 4.11 (Transactions with Affiliates);
Section 4.12 (Liens);
Section 4.13 (Business Activities);
Section 4.15 (Offer to Repurchase Upon Change of Control);
Section 4.16 (No Senior Subordinated Debt);
Section 4.17 (Additional Subsidiary Guarantees);
Section 4.18 (Designation of Restricted and Unrestricted Subsidiaries);
Sections 5.01(3) and 5.01(4) (Merger, Consolidation, or Sale of Assets);
Sections 6.01(4) and 6.01(5) (Events of Default); and
Sections 11.05(1) and 11.05(2)(b) (Guarantors May Consolidate, etc., on
Certain Terms).
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.1 INDENTURE. Except as amended hereby, the Indenture is in
all respects ratified and confirmed and all the terms thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered under the Indenture shall be bound by
the Indenture as amended hereby. In the case of conflict between the
Indenture and this Supplemental Indenture, the provisions of this
Supplemental Indenture shall control.
SECTION 3.2 GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
SECTION 3.3 EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
SECTION 3.4 COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.
SECTION 3.5 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of
the Indenture effected by this Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but on the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee,
which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by
the Indenture as hereby amended, and without limiting the generality of the
foregoing, the Trustee shall not be responsible in any manner whatsoever
for or with respect to any of the recitals or statements contained herein,
all of which recitals or statements are made solely by the Company, and the
Trustee makes no representation with respect to any such matters.
Additionally, the Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture.
SECTION 3.6 EFFECTIVENESS. Upon the execution and delivery of this
Supplemental Indenture by the Company, the Guarantors and the Trustee,
Article I and Article II of this Supplemental Indenture will become
effective but will not become operative until the time that Notes
representing at least a majority in aggregate principal amount of the
outstanding Notes are accepted for purchase by the Company pursuant to the
Offer, and at such time Article I and Article II of this Supplemental
Indenture will become operative.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
IPC ACQUISITION CORP.
By: /s/ XXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Financial Officer
IPC INFORMATION SYSTEMS, LLC
(f/k/a IPC Information Systems, Inc.)
By: IPC Acquisition Corp., its sole member
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Financial Officer
EACH GUARANTOR LISTED ON SCHEDULE I HERETO
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Treasurer
EACH GUARANTOR LISTED ON SCHEDULE II HERETO
By: IPC Information Systems, LLC, its sole
member
By: /s/ XXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Treasurer
THE BANK OF NEW YORK,
as Trustee
By: /s/ XXXXXXX XXXXXX
------------------------------------
Authorized Signatory
SCHEDULE I
IPC Funding Corp.
IPC Information Systems Far East, Inc.
V Band Corporation
IPC Information Systems Holdings, Inc.
IPC Information Systems Holdings USA, Inc.
IPC Information Systems Services, Inc.
Gains Acquisition Corp.
IPC Network Services, Inc.
(f/k/a Gains International (U.S.) Inc.)
IPC Command Systems, Inc.
(f/k/a Orbacom Systems, Inc.)
SCHEDULE II
IPC Information Systems Holdings, L.L.C.
IPC Information Systems Holdings USA, L.L.C.
IPC Information Systems Services, L.L.C.
