EXHIBIT 10.1
INTER-COMPANY AGREEMENT
AMONG
IPC INFORMATION SYSTEMS, INC.,
IXNET, INC.
AND
INTERNATIONAL EXCHANGE NETWORKS, LTD.
DATED AS OF JULY __, 1999
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1 Definitions............................................................................1
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ARTICLE II
FINANCING ARRANGEMENTS BETWEEN IPC AND IXNET
Section 2.1 Provision of Facilities by IPC.........................................................4
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Section 2.2 Intercompany Loans, Letters of Credit and Guarantees Existing on
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July 1,1999............................................................................6
ARTICLE III
CORPORATE SUPPORT SERVICES
Section 3.1 Provision of Corporate Support Services................................................7
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Section 3.2 Allocation of Cost of Services.........................................................7
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ARTICLE IV
REAL ESTATE
Section 4.1 Assignment and Sublease of Leases; Sharing of Office Space.............................7
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ARTICLE V
INTERNET PROTOCOL ADDRESS SPACE
Section 5.1 Transfer of IP Address Space...........................................................8
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ARTICLE VI
LICENSING RIGHTS
Section 6.1 Exclusive Right to License World Turret(TM)...............................................8
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ARTICLE VII
IPC BOOTH AT THE SIA SHOW
Section 7.1 IXnet's Obligation to Share Costs of the IPC Booth.....................................8
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Section 7.2 IXnet's Right of First Refusal.........................................................8
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ARTICLE VIII
DECONSOLIDATION
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Section 8.1 No Action by IXnet to Deconsolidate....................................................9
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ARTICLE IX
ASSIGNMENT OF IPC'S RIGHTS
Section 9.1 Assignment of IPC's Rights in Claims Against IXnet Employees...........................9
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ARTICLE X
COMPLIANCE WITH INDENTURE
Section 10.1 IXnet's Agreement to Comply with the Indenture.........................................9
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ARTICLE XI
MISCELLANEOUS
Section 11.1 General Interpretative Principles......................................................9
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Section 11.2 Amendments............................................................................10
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Section 11.3 Successors and Assigns................................................................10
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Section 11.4 Severability..........................................................................10
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Section 11.5 Notices...............................................................................10
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Section 11.6 Governing Law.........................................................................11
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Section 11.7 Counterparts..........................................................................11
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INTER-COMPANY AGREEMENT
INTER-COMPANY AGREEMENT dated as of July __, 1999 (the "Agreement") among
IXNET, INC., a Delaware corporation ("IXnet Holdings"), INTERNATIONAL EXCHANGE
NETWORKS, LTD., a Delaware corporation and a wholly owned Subsidiary of IXnet
Holdings ("IXnet"), on behalf of itself and its Subsidiaries, and IPC
INFORMATION SYSTEMS, INC., a Delaware corporation ("IPC"), on behalf of itself
and its Subsidiaries.
PRELIMINARY STATEMENTS
IXnet Holdings intends to sell to the public, pursuant to an initial public
offering (the "IPO"), not more than 20% of the IXnet Holdings Common Stock.
Immediately following the consummation of the IPO, IPC will own not less
than 80% of the outstanding shares of IXnet Holdings Common Stock.
It is the intention of the parties hereto that this Agreement shall govern
certain matters relating to the ongoing relationship between IXnet Holdings,
IXnet and its Subsidiaries, on the one hand, and IPC and its Subsidiaries (other
than IXnet Holdings, IXnet and its Subsidiaries), on the other hand, after the
consummation of the IPO.
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. The following terms, when used in this
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Agreement, shall have the meanings set forth in this Section 1.1; provided,
however, that, capitalized terms used and not otherwise defined in this
Agreement shall have the meanings ascribed thereto in the Credit Agreement.
"Affiliate" means, with respect to any Person, any other Person which
directly or indirectly controls, is controlled by or is under common control
with such Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as applied to any Person, means the possession, directly or indirectly,
of the power to vote a majority of the securities having voting power for the
election of directors (or other Persons acting in similar capacities) of such
Person or otherwise to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or
by contract or otherwise.
"Agreement" has the meaning ascribed thereto in the preamble hereto, as
such agreement is amended, supplemented or otherwise modified from time to time
in accordance with its terms.
"Base Rate" has the meaning ascribed thereto in the Credit Agreement.
"Business Day" means any day other than a Saturday, Sunday or other day on
which banking institutions in New York are authorized or required by law to be
closed.
"Change in Control" shall mean the consummation of any transaction pursuant
to which IPC ceases to beneficially own (within the meaning of Rule 13d-3
promulgated under the Exchange Act) at least 50% of the voting power of all
outstanding securities of IXnet Holdings (or of any entity that is a successor
to all or substantially all IXnet Holdings' business) entitled to vote generally
in the election of directors.
"Credit Agreement" means the Amended and Restated Credit Agreement dated as
of June 21, 1999 (originally dated April 30, 1998), as the same may be further
amended and restated, amended, supplemented or otherwise modified from time to
time, by and among IPC, as Parent Borrower, IPC Funding Corp., as Sub Borrower,
IPC Communications, as a Loan Party, the Lenders named therein, the Issuing Bank
named therein, Xxxxxx Xxxxxxx Senior Funding, Inc., as Syndication Agent and
General Electric Capital Corporation, as Administrative Agent and Collateral
Agent.
"Dollars" and "$" mean the lawful money of the United States.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"GAAP" means United States generally accepted accounting principles as in
effect from time to time consistently applied.
"Governmental Body" means any government or political subdivision thereof,
whether foreign or domestic, federal, state, provincial, county, local,
municipal or regional, or any other governmental entity, any agency, authority,
department, division or instrumentality of any such government, political
subdivision, or other governmental entity, any court, arbitral tribunal or
arbitrator, and any non-governmental regulating body, to the extent that the
rules, regulations or orders of such body have the force of law.
"Indenture" means the Indenture dated as of April 30, 0000 xxxxxxx XXX xxx
Xxxxxx Xxxxxx Trust Company of New York relating to the Senior Notes, as amended
by the First Supplemental Indenture dated as of September 30, 1998, as the same
may be further amended, supplemented or otherwise modified from time to time.
"IPC" has the meaning ascribed thereto in the preamble.
"IPC Booth" means the booth showing the product lines of IXnet and IPC
jointly maintained by them at the SIA show.
"IPC Communications" means IPC Communications, Inc., a Delaware
corporation.
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"IPC Entities" means IPC and all Persons that constitute Subsidiaries of
IPC from time to time (excluding IXnet Holdings and the IXnet Entities).
"IPO" has the meaning ascribed thereto in the preamble.
"IPO Registration Statement" means the registration statement on Form S-1,
Registration No. 333-79079, filed by IXnet Holdings with the SEC in connection
with the IPO of the IXnet Holdings Common Stock, together with all amendments
and supplements thereto.
"IXnet Common Stock" means the common stock, $.01 par value per share, of
IXnet Holdings.
"IXnet Entities" means IXnet and all Persons that constitute Subsidiaries
of IXnet from time to time.
"IXnet Holdings" has the meaning ascribed thereto in the preamble.
"Person" means an individual, a partnership, a limited liability company,
an association, a joint venture, a corporation, a trust, an estate, a joint
stock company, an unincorporated organization or other entity or a Governmental
Body.
"SEC" means the Securities and Exchange Commission.
"Senior Notes" means IPC's 10/7/8/% Senior Discount Notes due 2008.
"Services" shall have the meaning set forth in Section 3.1.
"SIA Show" means the annual trade show of the Securities Industry
Association.
"Subsidiary" means, with respect to any Person, any other Person which is
directly or indirectly controlled by such Person. For purposes of this
definition, "control," as applied to any Person, means the possession, directly
or indirectly, of the power to vote a majority of the securities having voting
power for the election of directors (or other Persons acting in similar
capacities) of such Person or otherwise to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise.
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ARTICLE II
FINANCING ARRANGEMENTS BETWEEN IPC AND IXNET
Section 2.1 Provision of Facilities by IPC.
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(1) Commencing July 1, 1999 until June 30, 2001, subject to
the conditions set forth herein, IPC shall provide the IXnet Entities with the
following:
(i) the right to borrow from IPC pursuant to intercompany loans
from IPC to IXnet, (ii) the right to have IPC obtain letters of credit from the
Issuing Bank under the Credit Agreement in favor of third Persons for the
benefit of IXnet, and (iii) the ability to obtain guarantees from IPC of IXnet's
obligations to third Persons; provided, that
(A) the maximum principal amount of intercompany loans under clause
(i), plus the maximum stated amount of letters of credit under clause (ii) shall
not in the aggregate exceed $50 million at any time outstanding (with the total
stated amount of letters of credit at any time comprising no more than $7.5
million);
(B) such intercompany loans under clause (i) shall constitute Pledged
Debt under the Credit Agreement;
(C) the total stated amount of letters of credit under clause (ii) and
the total amount of obligations guaranteed under clause (iii) shall [each be
treated as intercompany loans and shall] constitute Pledged Debt under the
Credit Agreement;
(D) to the extent it has not done so, the applicable IXnet Entity
agrees in writing to be bound by the terms of this Agreement;
(E) such intercompany loans under clause (i), letters of credit under
clause (ii) and guarantees under clause (iii) are permitted under clause (B) of
Section 5.02(b)(ii) of the Credit Agreement and the other provisions of the
Credit Agreement;
(F) both before and after giving effect to any such loan under clause
(i), letter of credit under clause (ii) or guarantee under clause (iii), no
Default or Event of Default shall have occurred and be continuing under the
Credit Agreement and;
(G) both before and after giving effect to any such loan under clause
(i), letter of credit under clause (ii) or guarantee under clause (iii), no
Event of Default (as defined in the Indenture) under the Indenture shall have
occurred and be continuing.
All indebtedness for intercompany loans under clause (i) of Section 2.1(a),
letters of credit under clause (ii) of Section 2.1(a) and guarantees under
clause (iii) of Section 2.1(a) shall be evidenced as set forth on Exhibit A.
Any and all amounts loaned by IPC to IXnet which are
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outstanding on June 30, 2001 shall be immediately due and payable.
Notwithstanding the foregoing or any other provision in this Agreement to the
contrary, any and all amounts owing by IXnet to IPC hereunder (whether in
respect of intercompany loans, letters of credit, guarantees or otherwise) shall
be immediately due and payable upon demand at any time following (i) the
occurrence and during the continuance of an Event of Default under the Credit
Agreement or (ii) a Change in Control. Any and all amounts due and payable
hereunder shall be paid in cash or, with IPC's permission, in the case of
outstanding letters of credit under clause (ii) above or guarantees under clause
(iii) above, cash collateralized in an amount equal to 105% of the underlying
obligations pursuant to cash collateral arrangements and documents satisfactory
to IPC and the Agent under the Credit Agreement.
(2) The maximum principal amount of intercompany loans available under
clause (i) of Section 2.1(a) and the maximum stated amount of letters of credit
available under clause (ii) of Section 2.1(a) shall initially be $6,250,000 and
shall increase by such amount each quarter thereafter commencing on October 1,
1999.
(3) IXnet shall give IPC four Business Days' (in the case of
intercompany loans under clause (i) of Section 2.1(a)) and six Business Days'
(in the case of letters of credit or guarantees under clauses (ii) or (iii),
respectively, of Section 2.1(a)) prior notice by telephone or in person,
confirmed immediately in writing (which may include facsimile or electronic
transmission), which notice shall specify (i) the date of the proposed
intercompany loan or, the issuance of letter of credit or the guarantee, as the
case may be, (ii) the amount of the intercompany loan, letter of credit or
guarantee, as the case may be, such amount to be in an aggregate amount of at
least $500,000 or an integral multiple of $100,000 in excess thereof, and (iii)
in the case of letters of credit, the name and address of the beneficiary and
the expiration date of each such letter of credit. IXnet shall provide IPC with
such other documentation related to the issuance of the letter of credit or
guarantee, as the case may be, as may be required by IPC.
(4) Guarantees of IXnet's obligations under clause (iii) of Section
2.1(a) may be made by IPC from time to time in its sole discretion.
(5) IXnet shall use the proceeds of intercompany loans made under
clause (i) of Section 2.1(a) (i) for working capital, (ii) operating expenses
and (iii) principal and interest payments on indebtedness.
(6) For use of the facilities made available under Section 2.1(a),
IXnet shall pay IPC as follows:
(i) With respect to intercompany loans made under clause (i) of
Section 2.1(a), interest on the unpaid principal amount of each
loan from the date of such loan at a rate per annum equal to 2%
above the Base Rate shall be payable on the first day of each
fiscal quarter commencing October 1, 1999. To the extent that
interest payments shall not be made timely, then the amount of
such interest shall be added to the principal amount outstanding.
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(ii) After July 1, 1999, for letters of credit made available
under clause (ii) of Section 2.1 (a) and guarantees made
available under clause (iii) of Section 2.1(a), the applicable
costs, fees and charges incurred by IPC in connection with
obtaining letters of credit and providing guarantees for the
benefit of IXnet shall be payable upon demand by IPC.
(7) IXnet acknowledges that as a Subsidiary of IPC, as well as a
Domestic Guarantor, it is bound by the terms and restrictions contained in the
Credit Agreement and other Loan Documents, including the negative covenants
applicable to IPC and its Subsidiaries (including IXnet and its Subsidiaries)
and other limitations contained therein. IXnet's maximum share of the
allowances set forth in the Sections of the Credit Agreement specified below
shall be as follows:
(1) Section 5.02(b)(iii)(B) - $ 15,000,000;
(2) Section 5.02(b)(iii)(C) - $ 2,500,000;
(3) Section 5.02(b)(iii)(D) - $ 30,000,000;
(4) Section 5.02(b)(iii)(G) - $ 15,000,000;
(5) Section 5.02(c) - [ ];
(6) Section 5.02(e)(iii) - $ 5,000,000;
(7) Section 5.02(e)(iv) - $ 5,000,000;
(8) Section 5.02(f)(i) - $ 0;
(9) Section 5.02(f)(ii) - $ 1,000,000;
(10) Section 5.02(f)(vii) - $ 0;
(11) Section 5.02(f)(viii) - (Pounds)30,000,000;
and
(12) Section 5.02(r) - $ 0.
(8) All other costs under the Credit Agreement shall continue to be
borne by IPC.
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Section 2.2 Intercompany Loans, Letters of Credit and Guarantees Existing on
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July 1,1999.
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(1) Any and all amounts loaned by IPC to IXnet prior to July 1, 1999
which remain outstanding on such date shall, beginning on such date, bear
interest at the rate set forth in Section 2.1(f)(i) above, which intercompany
loans shall not reduce the amount available under the facilities made available
under Section 2.1(a).
(2) Any and all letters of credit and guarantees which are outstanding
on July 1, 1999 shall continue in full force and effect at no cost to IXnet on
their same terms and conditions until their expiration without extension, which
letters of credit and guarantees shall not reduce the amount available under the
facilities made available under Section 2.1(a).
ARTICLE III
CORPORATE SUPPORT SERVICES
Section 3.1 Provision of Corporate Support Services.
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Until June 30, 2001, to the extent requested by IXnet, IPC shall continue
to provide the IXnet Entities with such of its corporate support services as it
may from time to time possess, including cash management, accounting, legal,
administrative/facilities management, human resources (including medical
insurance, 401(k) plan and other employee benefits), information systems and
insurance (collectively, the "Services"). IXnet shall provide IPC with 60
days' prior written notice in the event that it no longer requires IPC to
provide any or all of the Services.
Section 3.2 Allocation of Cost of Services.
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To the extent costs incurred by IPC in providing the Services are directly
or solely attributable to an IXnet Entity or are clearly allocable based upon an
objective measure (e.g., square footage, revenue, etc.), such costs shall be
directly allocated to IXnet by IPC. All other costs incurred by IPC in
providing the Services shall be reimbursed to IPC by IXnet at the end of each
fiscal quarter for a fraction of the total costs to IPC of maintaining the
Services for the IPC Entities and the IXnet Entities, the numerator of which
fraction shall equal the average number of employees of the IXnet Entities
during the applicable fiscal quarter (or, if less than a fiscal quarter, the
applicable portion thereof) and the denominator of which shall equal the average
number of employees of the IPC Entities and the IXnet Entities during the
applicable fiscal quarter (or, if less than a fiscal quarter, the applicable
portion thereof); provided, however, that with respect to an employee who is
employed by both an IPC Entity and an IXnet Entity, such calculation shall be
based on the average amount of time such employee works for such IPC Entity and
IXnet Entity. Notwithstanding the foregoing, at the end of each fiscal
quarter, IXnet shall promptly reimburse IPC for the insurance premiums paid or
incurred by IPC and covering risks applicable to the IXnet Entities, or to the
extent the same cannot be determined by IPC, as determined by the underwriter of
the relevant insurance policy.
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ARTICLE IV
REAL ESTATE
Section 4.1 Assignment and Sublease of Leases; Sharing of Office Space.
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To the extent permissible under the leases listed on Schedule A attached hereto
(the "Leases"), IPC and IXnet shall each use its respective reasonable efforts
to effect the sublease or assignment, or to obtain the necessary consents
allowing such sublease or assignment, from IPC to IXnet of all or the portion of
the space covered by such Leases and which is occupied or used by any of the
IXnet Entities.
With respect to the locations of IPC offices listed on Schedule A (the
"Offices") and any or all of the Leases, IXnet shall reimburse IPC for all costs
(including utilities and maintenance) incurred by IPC for the space covered by
such Offices and Leases which is occupied or used by any of the IXnet Entities.
Such costs shall be allocated based on usage by such IXnet Entities or, if not
discernable by IPC, by the relative number of square feet which is occupied by
the IPC Entities and the IXnet Entities, respectively.
ARTICLE V
INTERNET PROTOCOL ADDRESS SPACE
Section 5.1 Transfer of IP Address Space. IPC shall submit a request
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with the American Registry for Internet Numbers ("ARIN") requesting a transfer
to IXnet of the block of Internet Protocol ("IP") addresses owned by IPC,
previously known as a "Class B" license (the "Class B License"). In
consideration of such submission and transfer, IXnet will transfer to IPC the
block of IP addresses owned by IXnet, previously known as a "Class C" license.
IPC and IXnet shall take all reasonable actions that may be required in order to
effect the transfer of the Class B License, including responding to any inquires
made by ARIN and providing any additional information requested by ARIN.
ARTICLE VI
LICENSING RIGHTS
Section 6.1 Exclusive Right to License World Turret (TM). For a term of
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[5] years, IPC hereby grants to IXnet an exclusive right to license and
sublicense IPC's World Turret (TM) (or a similar replacement or successor
thereof), its IP-based remote turret, solely (i) with respect to IXnet
TraderConnect customers for access to trading applications via the Internet or
the IXnet Extranet, (ii) as an application service provider via the Internet or
the IXnet Extranet or (iii) for the purpose of disaster recovery or enhanced
product offerings. During such period, IPC shall not license or sublicense IPC's
World Turret (TM) (or a similar replacement or successor thereto) to any
competitor of IXnet for incorporation of such product within a central-office
based trading turret marketing application or to any application service
provider for use in a service bureau model.
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ARTICLE VII
IPC BOOTH AT THE SIA SHOW
Section 7.1 IXnet's Obligation to Share Costs of the IPC Booth.
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For a term equal to the lesser of (i) three (3) years and (ii) such time as
IPC determines not to maintain the IPC Booth at the SIA Show, IXnet shall have
the right to occupy, at its discretion, up to 25% of the IPC Booth (or such
other percentage as IPC and IXnet may agree upon from time to time). IXnet
shall be responsible for its proportionate share (based on the percentage of the
IPC Booth IXnet elects to occupy) of the basic charges related to the IPC Booth.
Section 7.2 IXnet's Right of First Refusal.
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In the event that IPC determines not to maintain the IPC Booth at the SIA
Show, IPC shall notify IXnet at least 30 days prior to the date IPC must give
notice to the Securities Industry Association that it does not intend to
maintain the IPC Booth at the next SIA Show, and, to the extent permitted by the
Securities Industry Association, IXnet shall have the right to establish its own
booth at the SIA Show in the same location that the IPC Booth had been
previously.
ARTICLE VIII
DECONSOLIDATION
Section 8.1 No Action by IXnet to Deconsolidate. Neither IXnet Holdings
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nor IXnet shall take any action, or permit any action to be taken by its
Subsidiaries (including the issuance of IXnet Holdings Common Stock), prior to
the later to occur of (i) November 1, 2001 and (ii) the termination of the
Credit Agreement, that would result in its not being included in the United
States consolidated federal income tax return of IPC Communications.
ARTICLE IX
ASSIGNMENT OF IPC'S RIGHTS
Section 9.1 Assignment of IPC's Rights in Claims Against IXnet
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Employees. IPC hereby assigns to IXnet all of IPC's rights and interests in
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claims which IPC may have against employees of IXnet, including claims relating
to patent, copyright, trademark and trade secret rights.
ARTICLE X
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COMPLIANCE WITH INDENTURE
Section 10.1 IXnet's Agreement to Comply with the Indenture. IXnet
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shall, and shall cause each of its Subsidiaries to, comply with the covenants
and the other restrictions, limitations and obligations under the Indenture
which pertain to IXnet and/or its Subsidiaries.
ARTICLE XI
MISCELLANEOUS
Section 11.1 General Interpretative Principles. For purposes of this
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Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Agreement include the plural as well as
the singular, and the use of any gender herein shall be deemed to include the
other gender;
(2) accounting terms not otherwise defined herein have the meanings
given to them in accordance with GAAP;
(3) references herein to "articles," "sections," "subsections" and
other subdivisions without reference to a document are to designated articles,
sections, subsections and other subdivisions of this Agreement;
(4) a reference to a subsection without further reference to a section
is a reference to such subsection as contained in the same section in which the
reference appears, and this rule shall also apply to paragraphs and other
subdivisions;
(5) the words "herein," "hereof," "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision;
(6) the term "include" or "including" shall mean without limitation by
reason of enumeration;
(7) the headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement;
(8) any reference to any federal, state, local, or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context otherwise requires; and
(9) the parties have participated jointly in the negotiation and
drafting of this Agreement, and, in the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties and no presumption or burden of
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proof shall arise favoring or disfavoring either party by virtue of the
authorship of any of the provisions of this Agreement.
Section 11.2 Amendments. No amendment or waiver of any provision of this
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Agreement shall in any way be effective unless the same shall be in writing and
signed by each of the parties hereto.
Section 11.3 Successors and Assigns. This Agreement shall be binding
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upon and inure to the benefit of the parties hereto and their respective
successors and assigns of IPC. This Agreement may not be assigned in whole or
in part by any of the IXnet Entities.
Section 11.4 Severability. If any provision of this Agreement or the
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application of any such provision to any party or circumstance shall be
determined by any court of competent jurisdiction or duly authorized arbitration
tribunal to be invalid, illegal or unenforceable to any extent, the remainder of
such provision and of this Agreement or the application of such provision to
such party or circumstances, other than those to which it is so determined to be
invalid, illegal or unenforceable, shall remain in full force and effect to the
fullest extent permitted by law and shall not be affected thereby, unless such a
construction would be unreasonable.
Section 11.5 Notices. All notices, consents, deliveries, demands,
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requests, approvals and other communications which are required or may be given
hereunder shall be in writing and will be deemed to have been duly given if
personally delivered (including courier service), facsimiled or transmitted
electronically or mailed certified first class mail, postage prepaid, addressed
as follows:
(a) if to IXnet and IXnet Holdings, to:
International Exchange Networks, Ltd.
Wall Street Plaza
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Chief Executive Officer
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(b) if to IPC, to:
IPC Information Systems, Inc.
Wall Street Plaza
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Chief Executive Officer
Section 11.6 Governing Law. This Agreement will be governed by, and
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construed in accordance with, the laws of the State of New York, without giving
effect to the choice of law provisions or its conflicts of law rules.
Section 11.7 Counterparts. This Agreement may be executed in one or
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more counterparts, each of which will be deemed an original instrument, but all
of which together will constitute one and the same agreement, and will become
binding when one or more counterparts have been executed and delivered by each
of the parties hereto.
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IN WITNESS HEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
INTERNATIONAL EXCHANGE NETWORKS, LTD.
By:
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Name:
Title:
IPC INFORMATION SYSTEMS, INC.
By:
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Name:
Title:
IXNET, INC.
By:
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Name:
Title:
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