0000950123-04-015139 Sample Contracts

IPC ACQUISITION CORP. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 23rd, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus • Delaware

WHEREAS, the Company has adopted the IPC Acquisition Corp. 2002 Stock Option Plan as amended and restated (the “Plan”) in order to provide additional incentive to certain employees, officers, consultants and directors of the Company and its Subsidiaries; and

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JOINDER AGREEMENT (Existing Lender)
Joinder Agreement • December 23rd, 2004 • Ipc Acquisition Corp • Telephone & telegraph apparatus • New York

THIS JOINDER AGREEMENT, dated as of April 20, 2004 (this “Agreement”), is by and among CIT LENDING SERVICES CORPORATION (“Increasing Lender”), IPC ACQUISITION CORP., a Delaware corporation (“Company”), CERTAIN SUBSIDIARIES OF THE COMPANY, as guarantors, GOLDMAN SACHS CREDIT PARTNERS L.P., as sole Lead Arranger and as Syndication Agent (“GSCP”), and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent (“GECC”).

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