Exhibit 5
CONSENT AND AGREEMENT OF TERMINATION
CONSENT AND AGREEMENT OF TERMINATION dated February 22, 2000
(this "Termination Agreement") of the Amended and Restated Investors Agreement,
dated as of April 9, 1998, as amended by Amendment No. 1 to the Amended and
Restated Investors Agreement, dated as of May 21, 1999 (as amended, the
"Investors Agreement"), among IPC Communications, Inc. (formerly known as IPC
Information Systems, Inc.) (the "Company"), Cable Systems Holding, LLC ("CSH
LLC") and the other parties listed on the signature pages hereto.
WHEREAS, the Board of Directors of the Company has duly
authorized the Company to enter into that certain Agreement and Plan of Merger,
dated the date hereof (the "Merger Agreement"), among the Company, Global
Crossing Ltd., a Bermuda corporation ("GCL"), and the other parties named
therein;
WHEREAS, GCL has requested that CSH and certain other parties
to the Investors Agreement enter into a Consent and Voting Agreement (the
"Voting Agreement") relating to the stockholder approval of the IPC Merger and
the Intercompany Merger; and
WHEREAS, capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants contained herein, and intending to be legally bound, the
parties hereto agree as follows:
1. Consent to Voting Agreement. Each of the parties hereto
consent to the transactions contemplated by the Voting Agreement and the
execution and delivery of the Voting Agreement by each of the parties thereto
and each party hereto hereby waives any rights such party may have under Section
4.01 of the Amended and Restated Investors Agreement, dated as of April 30, 1998
and the notice requirement by CSH LLC thereunder, in each case in connection
with the consummation of the IPC Merger and the Intercompany Merger.
2. Termination. Subject to the provisions of Section 5
hereof, effective immediately prior to the Effective Time of the Mergers and
without further action by the parties hereto, the Investors Agreement and each
and every provision thereof shall terminate and thereafter be of no further
force and effect.
3. Counterparts. This Termination Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument, and any of the parties hereto may execute this Termination
Agreement by signing any such counterpart.
4. Governing Law. This Termination Agreement shall be governed
by and construed in accordance with the law of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule that
would cause the application of the laws of any jurisdiction other than the State
of New York, except to the extent that the General Corporation Law of the State
of Delaware ("DGCL") applies as a result of the Company being incorporated in
the State of Delaware, in which case the DGCL shall apply.
5. Effect. This Termination Agreement shall terminate and be
null and void upon any termination of the Merger Agreement prior to the
Effective Time of the Mergers in accordance with its terms.
[Signature Page to follow]
2
IN WITNESS WHEREOF, a duly authorized representative of each
of the undersigned has executed and delivered this Termination Agreement as of
the date first above written.
IPC COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxx
Title:
CABLE SYSTEMS HOLDING, LLC
By: /s/ Xxxxx Xxxx
-----------------------------
Name: Xxxxx Xxxx
Title: Manager
/s/ Xxxxxxx Xxxxxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxxxxx
/s/ Xxxxx Xxxxx
--------------------------------
Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx
ALLEGRA CAPITAL PARTNERS III, L.P.
By: Its General Partner
Allegra Partners III, L.P.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Partner
/s/ Xxxxxxx Xxxxxx
--------------------------------------
Xxxxxxx Xxxxxx
[Signature Page to Termination Agreement]
CITICORP VENTURE CAPITAL, LTD.
By: /s/ Xxxxx X. Xxxx
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
/s/ Xxxxx Xxxxx
---------------------------------------
Xxxxx Xxxxx
/s/ Xxxx X'Xxxx
---------------------------------------
Xxxx X'Xxxx
/s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
63BR PARTNERSHIP
By: /s/ Xxxxxxx X. Comfort
------------------------------------
Name: Xxxxxxx X. Comfort
Title: General Partner
/s/ Xxxxx X. Xxxx
---------------------------------------
Xxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxx
---------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx
[Signature Page to Termination Agreement]
ALCHEMY L.P.
By: Its General Partner
By: /s/ Xxxxxx X. XxXxxxxxxx
--------------------------------
Name: Xxxxxx X. XxXxxxxxxx
/s/ Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxx
---------------------------------------
Xxxxx X. Xxxx
/s/ Xxxx X. Xxxxx
---------------------------------------
Xxxx X. Xxxxx
CCT PARTNERS V, L.P.
By: CCT 1998 Corporation
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
/s/ Xxx X. Xxxxxx
---------------------------------------
Xxx X. Xxxxxx
BG PARTNERS LLP
By: /s/ Xxxx X. Xxxxxx, XX
------------------------------------
Name: Xxxx X. Xxxxxx, XX
Title: General Partner
[Signature Page to Termination Agreement]
