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EXHIBIT 10.46
TERMINATION AGREEMENT
This Termination Agreement, dated as of October __, 1997, between IPC,
Inc., a Delaware corporation (the "Corporation") and Penobscot-MB Partners, a
New York general partnership ("Penobscot-MB").
WHEREAS, the Corporation and Penobscot-MB are parties to that certain
Consulting Agreement, dated as of January 1, 1991 (as amended, supplemented or
otherwise modified from time to time, the "Consulting Agreement"); and
WHEREAS, each of the Corporation and Penobscot-MB desires to terminate
the Consulting Agreement as provided hereby;
NOW, THEREFORE, in consideration of the premises hereof, the parties
hereto agree as follows:
1. Deletion of Section 1 to the Consulting Agreement.
Section 1 of the Consulting Agreement is hereby deleted in its
entirety.
2. Amendment to Section 2 of the Consulting Agreement.
Section 2 of the Consulting Agreement is hereby deleted in its
entirety and replaced with the following:
"As compensation for Penobscot-MB's consulting services rendered
pursuant to Section 1 through the date hereof, the Corporation will pay a
one-time final termination fee of $500,000.
3. Amendment to Section 3 of the Consulting Agreement.
Section 3 of the Consulting Agreement is hereby amended by (i) adding
the words "prior to the date hereof" after the word "Agreement" in the tenth
line thereof, and (ii) adding the words "or for any claim made after September
30, 2003" after the word "person" in the fifteenth line thereof.
4. Definitions. Unless otherwise defined herein, terms defined
in the Consulting Agreement shall have such defined meanings when used herein.
5. Governing Law. This Termination Agreement shall be governed
by and construed in accordance with the laws of the State of New York
applicable to contracts made
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and to be performed entirely within the State of New York.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the day and year first above written.
IPC, INC.
By:
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Name:
Title:
PENOBSCOT-MB PARTNERS
By: Penobscot Partners, L.P. its General Partner
By: PTJ Merchant Banking Partners, L.P., its
General Partner
By: PTJ, Inc. its General Partner
By:
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Name:
Title:
