Exhibit 10.27
AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT AMONG
IPC INFORMATION SYSTEMS, INC., AS PARENT BORROWER, IPC FUNDING CORP.,
AS SUB BORROWER, IPC COMMUNICATIONS, INC., AS A LOAN PARTY, THE
LENDERS SIGNATORY THERETO, AS LENDERS, GENERAL ELECTRIC CAPITAL
CORPORATION, AS ISSUING BANK, COLLATERAL AGENT, ADMINISTRATIVE
AGENT AND LENDER, AND FIRST UNION CAPITAL MARKETS, INC., AS
DOCUMENTATION AGENT
This Amendment No. 5 to Amended and Restated Credit Agreement, dated
as of December 15, 1999 (this "Amendment"), is entered into by and among IPC
Information Systems, Inc., a Delaware corporation (the "Parent Borrower"); IPC
Funding Corp., a Delaware corporation (the "Sub Borrower"); IPC Communications,
Inc., a Delaware corporation ("Holdings"), as a Loan Party; General Electric
Capital Corporation, as a Lender, and as Collateral Agent, Issuing Bank and
Administrative Agent (the "Administrative Agent") for the Lender Parties; and
the other Lenders.
RECITALS
A. Borrowers, Holdings, the Administrative Agent, the Lenders and First
Union Capital Markets, Inc., as Documentation Agent, are parties to that certain
Amended and Restated Credit Agreement, dated as of June 21, 1999 (as amended by
Amendment No. 1 thereto, dated as of July 1, 1999, Amendment No. 2 thereto,
dated as of August 12, 1999, Amendment No.3 thereto, dated as of September 24,
1999, and Amendment No. 4, dated as of December 1, 1999 (the "Fourth
Amendment"), as so amended, the "Credit Agreement").
B. Borrowers, Holdings, the Administrative Agent and the Lenders are
desirous of amending certain sections of, and making certain other changes to,
the Credit Agreement, all as and to the extent set forth in this Amendment and
subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, and of the loans or other extensions of credit
heretofore, now or hereafter made to, or for the benefit of, Borrowers by
Lenders, Borrowers, Holdings, the Administrative Agent and Lenders hereby agree
as follows:
1. Definitions. Except to the extent otherwise specified herein, capitalized
-----------
terms used in this Amendment shall have the same meanings ascribed to them in
the Credit Agreement.
2. Amendments.
----------
2.1. Section 2.3 of the Fourth Amendment is hereby amended by deleting the
date "October 31, 1999" and replacing it with the date "November 30, 1999".
2.2. Section 2.4 of the Fourth Amendment is hereby amended by deleting the
date "October 31, 1999" each time it appears in such Section and replacing it in
each instance with the date "November 30, 1999".
2.3. Section 2.5 of the Fourth Amendment is hereby amended by deleting the
date "October 31, 1999" each time it appears in such Section and replacing it in
each instance with the date "November 30, 1999".
2.4. Section 2.6 of the Fourth Amendment is hereby amended by deleting the
date "October 31, 1999" each time it appears in such Section and replacing it in
each instance with the date "November 30, 1999".
2.5 Section 2.7 of the Fourth Amendment is hereby amended by deleting it
in its entirety and replacing it with the following:
"The Parent Borrower shall furnish to the Lender Parties and the
Agents no later than December 31, 1999, monthly financial statements
as at and for the twelve month period ended October 31, 1999,
including balance sheets and statements of income, which shall be
prepared in a manner consistent with the quarterly financial
statements required under Section 5.03 of the Credit Agreement, shall
be certified by the chief financial officer of Holdings and the Parent
Borrower in a manner consistent with the certification of the
quarterly financial statements required under Section 5.03, and shall
otherwise be in form and substance acceptable to the Administrative
Agent and Lenders."
2.6 The Parent Borrower shall furnish to the Lender Parties and the Agents
no later than January 15, 1999, monthly financial statements as at and for the
twelve month period ended November 30, 1999, including balance sheets,
statements of income and statements of cash flows, which shall be prepared in a
manner consistent with the quarterly financial statements required under Section
5.03 of the Credit Agreement, shall be certified by the chief financial officer
of Holdings and the Parent Borrower in a manner consistent with the
certification of the quarterly financial statements required under Section 5.03,
shall demonstrate compliance with each of the financial covenants set forth in
Sections 2.3 through 2.6, inclusive, of the Fourth Amendment, as amended by
Sections 2.1 through 2.4, inclusive, of this Amendment, and shall otherwise be
in form and substance acceptable to the Administrative Agent and Lenders.
2.7 The failure to perform or observe any of the covenants or agreements
contained in Sections 2.3 through 2.6, inclusive, of the Fourth Amendment, as
amended by Sections 2.1 through 2.4, inclusive, of this Amendment, shall
constitute an immediate "Event of Default" under the Credit Agreement, as and to
the same extent as if such failure to perform or observe any of such covenants
or agreements was an "Event of Default" under Section 6.01 (c) of the Credit
Agreement.
3. Acknowledgment and Consent of Guarantors. Each Guarantor hereby consents
----------------------------------------
to this Amendment and hereby confirms and agrees that (a) notwithstanding the
effectiveness of this Amendment or any of the other prior amendments comprising
part of the Credit Agreement, the Guaranty and each other Loan Document to which
it is a party is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, and (b) the Collateral Documents
to which such Guarantor is a party and all of the Collateral described therein
do, and shall continue to, secure the payment of all of the Secured Obligations
(in each case, as defined therein).
2
4. Conditions Precedent to Amendment. This Amendment shall be effective upon
---------------------------------
satisfaction of each of the following conditions precedent:
4.1. This Amendment shall have been duly executed and delivered by each of
the Borrowers, Holdings, the Guarantors, the Administrative Agent and Required
Lenders.
4.2. All of the representations and warranties contained in the Credit
Agreement and any other documents executed in connection therewith are true and
correct on and as of the date hereof as though made on the date hereof.
5. Reference to and Effect Upon the Credit Agreement and other Loan
----------------------------------------------------------------
Agreements.
5.1. Except as specifically amended in Section 2, the Credit Agreement, the
Notes and each other Loan Document shall remain in full force and effect and
each is hereby ratified and confirmed.
5.2. The execution, delivery and effect of this Amendment shall be limited
precisely as written and shall not be deemed to (i) be a consent to any waiver
of any term or condition, or to any amendment or modification of any term or
condition (except as specifically amended in Section 2), of the Credit Agreement
or any other Loan Document or (ii) prejudice any right, power or remedy which
any Agent or any Lender now has or may have in the future under or in connection
with the Credit Agreement, the Notes or any other Loan Document. Each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
any other word or words of similar import shall mean and be a reference to the
Credit Agreement as amended hereby, and each reference in any other Loan
Document to the Credit Agreement or any word or words of similar import shall be
and mean a reference to the Credit Agreement as amended hereby.
6. Counterparts. This Amendment may be executed in any number of
------------
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument. Delivery of an
executed counterpart by facsimile shall be as effective as delivery of a
manually signed original counterpart.
7. Costs and Expenses. As provided in Section 8.04 of the Credit Agreement,
------------------
Borrowers shall pay the fees, costs and expenses incurred by the Administrative
Agent in connection with the preparation, execution and delivery of this
Amendment (including, without limitation, attorneys' fees).
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
-------------
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.
9. Headings. Section headings in this Amendment are included herein for
--------
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, this Amendment No. 5 to Amended and Restated
Credit Agreement has been duly executed as of the date first written above.
IPC INFORMATION SYSTEMS, INC.,
as Parent Borrower
By: __________________________
Title:________________________
IPC FUNDING CORP.,
as Sub Borrower
By: __________________________
Title:________________________
IPC COMMUNICATIONS, INC.,
as a Loan Party
By: __________________________
Title:________________________
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral Agent,
Issuing Bank and Lender
By: __________________________
Title:________________________
FIRST UNION NATIONAL BANK,
as Lender
By: __________________________
Title:________________________
GMAC COMMERCIAL CREDIT LLC,
as a Lender
By: __________________________
Title:________________________
INTERNATIONAL EXCHANGE NETWORKS, LTD., as a Guarantor
By: __________________________
Title:________________________
INTERNATIONAL EXCHANGE NETWORK CORP., as a Guarantor
By: __________________________
Title:________________________
HNG CORP., as a Guarantor
By: __________________________
Title:________________________
V BAND CORPORATION, as a Guarantor
By: __________________________
Title:________________________
IXNET, INC., as a Guarantor
By: __________________________
Title:________________________
IPC INFORMATION SYSTEMS FAR EAST INC., as
a Guarantor
By: __________________________
Title:________________________
MXNET INC., as a Guarantor
By: __________________________
Title:________________________
IPC INFORMATION SYSTEMS ASIA PACIFIC,
LIMITED, as a Guarantor
By: __________________________
Title:________________________
IPC INFORMATION SYSTEMS CANADA, INC., as
a Guarantor
By: __________________________
Title:________________________
IXNET UK LIMITED, as a Guarantor
By: __________________________
Title:________________________
IPC INFORMATION SYSTEMS, as a Guarantor
By: __________________________
Title:________________________
IPC UK HOLDINGS, LTD., as a Guarantor
By: __________________________
Title:________________________
IPC UK SPC LIMITED, as a Guarantor
By: __________________________
Title:________________________
SATURN GLOBAL NETWORK SERVICES HOLDINGS LIMITED,
as a Guarantor
By: __________________________
Title:________________________
IXNET AUSTRALIA PTY LIMITED, as a Guarantor
By: __________________________
Title:________________________
IXNET HONG KONG LIMITED (f/k/a Saturn Global
Network Services (Hong Kong) Limited), as a
Guarantor
By: __________________________
Title:________________________
SATURN GLOBAL NETWORK SERVICES (JAPAN) LTD., as a
Guarantor
By: __________________________
Title:________________________
SATURN GLOBAL NETWORK SERVICES (SINGAPORE)
PTE LTD., as a Guarantor
By: __________________________
Title:________________________
