IPC ACQUISITION CORP. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 4th, 2008 • IPC Systems Holdings Corp.
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
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 1, 2006 (the “Effective Date”), by and between IPC Information Systems, LLC, a Delaware limited liability company (the “Employer”), and Timothy Whelan (the “Employee”).
TIME-VESTING NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , 2006 (hereinafter called the “Date of Grant”), between Trader Acquisition Corp, a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
IPC ACQUISITION CORP. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • Delaware
WHEREAS, the Company has adopted the IPC Acquisition Corp. Amended and Restated 2002 Stock Option Plan (the “Plan”) in order to provide additional incentive to certain employees, officers, consultants and directors of the Company and its Subsidiaries; and
PERFORMANCE-VESTING NON-QUALIFIED STOCK OPTION AGREEMENT 2006 Trader Acquisition Corp Stock Incentive PlanNon-Qualified Stock Option Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , 20 (hereinafter called the “Date of Grant”), between Trader Acquisition Corp, a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
ContractEmployment Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
Employment Agreement dated as of March 2, 2006 (this “Agreement”) between WestCom Corporation, a New York corporation (“Company”), and Leonidas Papadopoulos (“Executive”).
TIME-VESTING NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , 20 (hereinafter called the “Date of Grant”), between Trader Acquisition Corp, a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is dated as of August 14, 2007 (the “Effective Date”), by and between IPC Systems, Inc. (the “Employer”), Trader Acquisition Corp (“Trader”) and Lance Boxer (the “Employee”).
TRADER ACQUISITION CORP STOCKHOLDERS AGREEMENT Dated as of May 31, 2007Shareholder Agreements • January 4th, 2008 • IPC Systems Holdings Corp. • Delaware
This STOCKHOLDERS AGREEMENT is made as of May 31, 2007, among Trader Acquisition Corp, a Delaware corporation (together with its successors and assigns, “Trader” or the “Company”), Silver Lake Partners II, L.P., a Delaware limited partnership (“SLP II”), Silver Lake Technology Investors II, L.P, a Delaware limited partnership (together with its successors and assigns, “SLTI II,” and together with SLP II, the “Initial SLP Investors”), and Michael Hirtenstein (the “Rollover Investor”).
SECOND LIEN CREDIT AGREEMENT Dated as of May 31, 2007 Among IPC SYSTEMS, INC., as the Borrower TRADER ACQUISITION CORP, as Holdings THE SEVERAL LENDERS from Time to Time Parties Hereto, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent and...Second Lien Credit Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
SECOND LIEN CREDIT AGREEMENT dated as of May 31, 2007, among IPC SYSTEMS, INC., a Delaware corporation (the “Company” or the “Borrower”), TRADER ACQUISITION CORP, a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined in the recitals to this Agreement having the meaning provided in Section 1), JPMORGAN CHASE BANK, N.A. and UBS SECURITIES LLC, as Co-Syndication Agents, and CIT LENDING SERVICES CORPORATION and FORTIS CAPITAL CORP., as Co-Documentation Agents.
INTERCREDITOR AGREEMENT Dated as of May 31,2007 among IPC SYSTEMS, INC., and TSW NETHERLANDS HOLDINGS C.V., as Borrowers, TRADER ACQUISITION CORP, as Holdings, JPMORGAN CHASE BANK, N.A., as First Lien Collateral Agent, and GOLDMAN SACHS CREDIT...Intercreditor Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of May 31, 2007 and is entered into by and among IPC SYSTEMS, INC., a Delaware corporation, (the “U.S. Borrower”), TSW NETHERLANDS HOLDINGS C.V. (the “Dutch Borrower” and, together with the U.S. Borrower, the “Borrowers”), TRADER ACQUISITION CORP (“Holdings”). JPMORGAN CHASE BANK, N.A., (“JPMorgan”), in its capacity as collateral agent with respect to the First Lien Obligations (as defined below) (including its successors and assigns from time to time, the “First Lien Collateral Agent”), and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), in its capacity as collateral agent with respect to the Second Lien Obligations (as defined below) (including its successors and assigns from time to time, the “Second Lien Collateral Agent”).
MANAGEMENT AGREEMENTManagement Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • Delaware
This Management Agreement (this “Agreement”) is entered into as of September 29, 2006 by and between Trader Acquisition Corp, a Delaware corporation (together with its successors and permitted assigns, the “Company”), and Silver Lake Management Company, L.L.C., a Delaware limited liability company (the “Manager”). Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger, dated as of July 30, 2006, by and among the Company, Trader Merger Corp (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of the Company, and IPC Acquisition Corp. (“IPC”), a Delaware corporation (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”).
TRADER ACQUISITION CORP MANAGEMENT STOCKHOLDERS AGREEMENT Dated as of September 29, 2006Management Stockholders Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • Delaware
This MANAGEMENT STOCKHOLDERS AGREEMENT is made as of September 29, 2006, among Trader Acquisition Corp, a Delaware corporation (together with its successors and assigns, “Trader” or the “Company”), Silver Lake Partners II, L.P., a Delaware limited partnership (“SLP II”), Silver Lake Technology Investors II, L.P, a Delaware limited partnership (together with its successors and assigns, “SLTI II,” and together with SLP II, the “Initial SLP Investors”), the other signatories hereto (the “Initial Senior Managers”) and any other Person who becomes a party hereto pursuant to Article VII.
PERFORMANCE-VESTING NON-QUALIFIED STOCK OPTION AGREEMENT 2006 Trader Acquisition Corp Stock Incentive PlanPerformance-Vesting Non-Qualified Stock Option Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , 20 (hereinafter called the “Date of Grant”), between Trader Acquisition Corp, a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
AGREEMENT AND PLAN OF MERGER among IPC SYSTEMS, INC., WHITEHALL MERGER CORPORATION, and WESTCOM HOLDING CORP. Dated as of March 26, 2007Merger Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
Agreement and Plan of Merger, dated as of March 26, 2007 (including the Schedules and Exhibits hereto, this “Agreement”), is by and among IPC Systems, Inc., a Delaware corporation (“Buyer”), Whitehall Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), Westcom Holding Corp., a Delaware corporation (the “Company”) and One Equity Partners LLC, solely in its capacity as Stockholder Representative. Buyer, Merger Sub, the Company and stockholders of the Company listed as signatories to this Agreement (the “Principal Stockholders”) are referred to collectively herein as the “Parties” and each individually as a “Party.”
PURCHASE AGREEMENT by and among POSITRON INC., POSITRON PUBLIC SAFETY SYSTEMS INC., IPC INFORMATION SYSTEMS HOLDINGS INC., TSW COMMAND SYSTEMS, INC., and IPC SYSTEMS, INC. Dated as of February 9, 2007Purchase Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of February 9, 2007, by and among POSITRON INC., a company incorporated under the laws of Quebec (“PI”), POSITRON PUBLIC SAFETY SYSTEMS INC., a corporation incorporated under the laws of Canada (“PPSS” and collectively with PI, “Sellers”), IPC INFORMATION SYSTEMS HOLDINGS INC., a Delaware corporation (“IPC-US”), TSW COMMAND SYSTEMS, INC., a corporation incorporated under the laws of Canada (“IPC-Canada” and collectively with IPC-US, “Purchasers”), and IPC SYSTEMS, INC., a Delaware corporation (“IPC” and collectively with Purchasers, the “IPC Parties”). Capitalized terms used in this Agreement without definition shall have the meanings set forth or referenced in Article IX.
FIRST LIEN CREDIT AGREEMENT Dated as of May 31, 2007 Among IPC SYSTEMS, INC. and TSW NETHERLANDS HOLDINGS C.V., as Borrowers TRADER ACQUISITION CORP, as Holdings THE SEVERAL LENDERS from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as...First Lien Credit Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
FIRST LIEN CREDIT AGREEMENT dated as of May 31, 2007, among IPC SYSTEMS, INC., a Delaware corporation (the “Company”), TSW NETHERLANDS HOLDINGS C.V., a limited partnership (commanditaire vennootschap) organized under the laws of the Netherlands and an indirect wholly-owned Subsidiary of the Company (the “Overseas Borrower”), TRADER ACQUISITION CORP, a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined in the recitals to this Agreement having the meaning provided in Section 1), GOLDMAN SACHS CREDIT PARTNERS L.P. and UBS SECURITIES LLC, as Co-Syndication Agents, and CIT LENDING SERVICES CORPORATION and FORTIS CAPITAL CORP., as Co-Documentation Agents.
PERFORMANCE-VESTING NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , 20 , (hereinafter called the “Date of Grant”), between Trader Acquisition Corp, a Delaware corporation (hereinafter called the “Company”), and Lance Boxer (hereinafter called the “Participant”):
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2008 • IPC Systems Holdings Corp. • New York
WHEREAS, the Employer desires to employ as the Executive Vice President and President of the Employer’s Financial Services business division, and Employee is willing to be employed as such, on the terms set forth in the Agreement;
