AMENDMENT NO. 1 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. 1 to Amended and Restated Credit Agreement,
dated as of July 1, 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 Lender, and as Agent for Lenders; and the other Lenders.
RECITALS
A. Borrowers, Holdings, Agent, 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 (the "Credit Agreement").
B. Borrowers, Holdings, Agent and Lenders are desirous of amending
Section 5.02(g) of the Credit Agreement, as and to the extent set forth in this
Amendment.
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, 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. AMENDMENT.
2.1 Section 5.02(g) of the Credit Agreement is hereby amended
by deleting the words "twelve percent (12%)" in clause (D) and replacing them
with the following "twelve and three tenths percent (12.3%)(fourteen and one
tenth percent (14.1%) before giving effect to the initial public offering by
IXnet Holdings contemplated by clause (C), immediately preceding)".
3. CONDITION PRECEDENT TO AMENDMENT. The amendment
contemplated by Section 2 hereof is subject to the satisfaction of the following
condition precedent:
3.1 AMENDMENT. This Amendment shall have been duly
executed and delivered by each of Borrowers, Holdings, Agent and Required
Lenders.
4. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT AND OTHER
LOAN AGREEMENTS.
4.1 Except as specifically amended in Section 2 above, the
Credit Agreement, the Notes and each other Loan Document shall remain in full
force and effect and each is hereby ratified
and confirmed.
4.2 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 above), of the
Credit Agreement or any other Loan Document or (ii) prejudice any right, power
or remedy which the 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.
5. 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.
6. COSTS AND EXPENSES. As provided in Section 8.04 of the
Credit Agreement, Borrowers shall pay the fees, costs and expenses incurred by
Agent in connection with the preparation, execution and delivery of this
Amendment (including, without limitation, reasonable attorneys' fees).
7. 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.
8. 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]
IN WITNESS WHEREOF, this Amendment No. 1 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: /s/ Xxxxx X. Reach
--------------------------
Title: Vice President
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IPC FUNDING CORP.,
as Sub Borrower
By: /s/ Xxxxx X. Reach
--------------------------
Title: Vice President
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IPC COMMUNICATIONS, INC.,
as a Loan Party1
By: /s/ Xxxxx X. Reach
-------------------------
Title: Vice President
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Not as a Borrower, but for purposes of the other provisions of this
Agreement
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and
Lender
By: /s/ Xxxxxxx Xxxxxxxxx
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Title: Duly Authorized Signatory
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Administrative Agent, Collateral Agent
and Issuing Bank
By: /s/ Xxxxxxx Xxxxxxxxx
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Title: Duly Authorized Signatory
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FIRST UNION NATIONAL BANK, as a Lender
By: /s/ Magregor Hyde
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Title: Vice President
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BNY FINANCIAL CORPORATION, as a Lender
BY: /s/ Xxxxxx Nuipkens
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Title: Vice President
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