<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 1999
-----------------
Commission file numbers 000-26171 and 000-25492
-----------------------
IPC Communications, Inc.
------------------------
(Exact Name of registrant as specified in its charter)
Delaware 13-4060937
- - --------------------------------------------- -----------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
IPC Information Systems, Inc.
-----------------------------
(Exact Name of registrant as specified in its charter)
Delaware 58-1636502
- - --------------------------------------------- -----------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
Wall Street Plaza, 88 Pine Street, New York, NY 10005
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 825-9060
-------------
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No_________
-----------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at January 28, 2000
- - ---------------------------- -------------------------------
Common Stock par value $0.01 8,797,743 shares
<PAGE>
IPC COMMUNICATIONS, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets at December 31, 1999
and September 30, 1999 1
Consolidated Statements of Operations for the Three
Months Ended December 31, 1999 and 1998 2
Consolidated Statements of Cash Flows for the
Three Months Ended December 31, 1999 and 1998 3
Notes to Consolidated Financial Statements 4 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 12
Item 3. Quantitative and Qualitative Disclosure About Market Risk 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13 - 14
Signatures 15 - 16
</TABLE>
<PAGE>
Disclosure regarding forward-looking statements
Statements contained in this Interim Report on Form 10-Q that are not historical
facts are forward-looking statements within the meaning of section 21E of the
Securities Exchange Act of 1934, as amended. Section 21E provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. Investors are cautioned that forward-looking statements are
inherently uncertain and that undue reliance should not be placed on such
forward-looking statements. Actual performance and results may differ materially
from that projected or suggested herein due to certain risks and uncertainties.
You can identify these statements by forward-looking words such as "may,"
"will," "expect," "anticipate," "believe," "estimate" and "continue" or similar
words. Among the factors that could cause actual results, performance, or
achievement to differ materially from any future results, performance, or
achievements expressed, described, or implied by such forward looking statements
are general economic conditions, key employee factors, competition, potential
technology changes, changes in or the lack of anticipated changes in the
regulatory environment in various countries, the ability to secure partnership
or joint venture relationships with other entities, the ability to raise
additional capital to finance expansion, the risks inherent in new product and
service introductions and the entry into new geographic markets and other
factors discussed in the Company's other filings with the Securities and
Exchange Commission.
<PAGE>
IPC COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollar amounts in thousands, except share amounts)
<TABLE>
<CAPTION>
December 31, September 30,
------------------------------
1999 1999
------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 13,760 $ 43,946
Marketable securities 48,553 28,357
Marketable securities, restricted 15,051 20,435
Trade receivables 75,567 80,309
Inventories 31,373 31,903
Prepaids and other current assets 23,907 24,807
--------- ---------
Total current assets 208,211 229,757
Property, plant and equipment, net 105,740 98,682
Long term marketable securities, restricted 6,065 6,065
Debt issuance costs, net 10,444 10,675
Goodwill and intangible assets, net 62,933 66,203
Other assets 1,816 1,827
--------- ---------
Total assets $ 395,209 $ 413,209
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 17,404 $ 23,485
Accrued liabilities 42,547 46,343
Customer advances and deferred revenue 27,054 30,432
Current portion of notes payable 42,595 34,425
Current portion of capital leases 6,904 6,265
--------- ---------
Total current liabilities 136,504 140,950
Senior unsecured notes 214,909 209,230
Notes payable, less current portion 16,433 18,354
Lease obligations, less current portion 16,730 15,651
Other liabilities 3,557 3,575
--------- ---------
Total liabilities 388,133 387,760
--------- ---------
Minority Interest 22,261 25,828
Commitments and contingencies
Stockholders' deficit:
Common stock - $0.01 par value, authorized 25,000,000 shares;
8,624,903 shares issued and outstanding at December 31, 1999; 8,577,480
shares issued and outstanding at September 30, 1999 86 86
Paid-in capital 107,145 104,913
Accumulated deficit (122,020) (105,594)
Accumulated other comprehensive income (396) 216
--------- ---------
Total stockholders' deficit (15,185) (379)
--------- ---------
Total liabilities and stockholders' deficit $ 395,209 $ 413,209
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
1
<PAGE>
IPC COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollar amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the three months ended
December 31
--------------------------------------
1999 1998
----------------- -----------------
<S> <C> <C>
Revenue:
Product sales and installation $ 38,753 $ 34,356
Service 44,727 33,394
----------------- -----------------
83,480 67,750
----------------- -----------------
Cost of revenue
Product sales and installation 23,768 18,783
Service 37,959 25,014
----------------- -----------------
61,727 43,797
----------------- -----------------
Gross profit (exclusive of depreciation and
amortization shown separately below) 21,753 23,953
Research and development expenses 2,912 2,401
Selling, general and administrative expenses 18,911 12,503
Depreciation and amortization 10,783 5,661
Stock compensation charge 1,363 -
----------------- -----------------
(Loss) income from operations (12,216) 3,388
Interest expense, net (6,795) (6,195)
Other income, net 196 78
----------------- -----------------
Loss before provision for income taxes
and minority interest (18,815) (2,729)
Provision for income taxes 1,241 3,571
----------------- -----------------
Loss before minority interest (20,056) (6,300)
Minority interest 3,567 -
----------------- -----------------
Net loss $ (16,489) $ (6,300)
================= =================
Basic and fully diluted loss per share $ (1.95) $ (0.78)
================= =================
Basic and fully diluted weighted average number
of shares outstanding 8,467 8,076
================= =================
</TABLE>
See Notes to Consolidated Financial Statements
2
<PAGE>
IPC COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
For the three months ended
December 31,
-------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(16,489) $ (6,300)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Stock compensation charge 1,363 -
Minority Interest (3,567) -
Depreciation and amortization 10,783 (5,661)
Other interest amortization 6,085 5,524
Provision for doubtful accounts 853 163
Changes in operating assets and liabilities:
Trade receivables 3,889 13,352
Inventories 530 (4,534)
Prepaids and other current assets 900 422
Other assets 11 2,008
Accounts payable (6,082) (7,923)
Accrued liabilities and other liabilities (3,039) (295)
Customer advances and deferred revenue (3,378) (2,067)
-------- --------
Net cash (used in) provided by operating activities (8,141) 6,011
-------- --------
Cash flows from investing activities:
Capital expenditures (11,367) (4,680)
Net increase in investments in marketable securities (14,812) -
Acquisitions, net of cash acquired - (40,418)
-------- --------
Net cash used in investing activities (26,179) (45,098)
-------- --------
Cash flows from financing activities:
Proceeds from revolving credit borrowings 11,297 20,607
Principal payments on capital leases (1,486) (1,135)
Principal payments on notes payable (5,172) -
Debt issuance costs (175) (333)
Proceeds from the exercise of stock options 282 -
Other - (42)
-------- --------
Net cash provided by financing activities 4,746 19,097
-------- --------
Effect of exchange rate changes on cash (612) 79
-------- --------
Net decrease in cash (30,186) (19,911)
Cash and cash equivalents, beginning of period 43,946 28,084
-------- --------
Cash and cash equivalents, end of period $ 13,760 $ 8,173
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
IPC COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Background and basis for presentation
IPC Communications, Inc. ("IPC" or the "Company") is the world's leading
supplier of voice trading systems to the financial services community with a
sophisticated suite of globally integrated voice and data telecommunications
products. IPC focuses on serving the financial trading environment by designing,
manufacturing, installing, and servicing products that allow traders around the
world to communicate with each other instantly and reliably. In addition,
through its subsidiary, IXnet, Inc. ("IXnet"), the Company provides a high
performance intelligent global extranet (the "IXnet Extranet") designed
exclusively for the financial community. Through a single connection, IXnet
delivers end-to-end managed data and voice communications solutions to the
financial services community around the world. The Company's primary customers
include securities and investment banking firms, merchant and commercial banks,
interdealer brokers, foreign exchange and commodity brokers and dealers,
securities and commodity exchanges, mutual and hedge fund companies, asset
managers and insurance companies. The Company uses an integrated approach to
marketing its products and services, leveraging its established customer base
throughout the financial sector.
IPC became the holding company for IPC Information Systems, Inc. ("IPC
Information Systems") effective May 21, 1999 through a merger. Following the
merger, IPC represented the same consolidated financial position as IPC
Information Systems prior to the merger. Accordingly, the consolidated
financial statements included in this Form 10-Q reflect the operations of IPC
Information Systems and its subsidiaries through May 20, 1999 and of IPC
thereafter.
In the opinion of management, the accompanying unaudited financial
statements include all necessary adjustments (consisting of normal recurring
accruals and appropriate intercompany elimination adjustments) for a fair
presentation of the financial position of IPC as of December 31, 1999 and 1998,
and the results of its operations and cash flows for the three months ended
December 31, 1999 and 1998, in conformity with generally accepted accounting
principles, commonly referred to as GAAP, for interim financial information
applied on a consistent basis. The results of operations for the three months
ended December 31, 1999 are not necessarily indicative of the results to be
expected for the full year. Certain information and note disclosures normally
included in financial statements prepared in accordance with GAAP have been
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. These financial statements should be read in conjunction with IPC's
Annual Report on Form 10-K for the fiscal year ended September 30, 1999.
2. Comprehensive loss
Effective October 1, 1998, IPC adopted SFAS No. 130 reporting Comprehensive
Income. This statement requires the Company to include within its financial
statements information on comprehensive income/loss, which is defined as all
activity impacting equity from non-owner sources. Comprehensive income/loss
includes IPC's net income/loss and foreign currency translation adjustments.
IPC's total comprehensive loss for the three months ended December 31, 1999
and 1998 was as follows (in thousands):
Three Months Ended
December 31,
------------
1999 1998
---- ----
Net loss $(16,489) $(6,300)
Translation adjustment (612) (51)
-------- -------
Total comprehensive loss $(17,101) $(6,351)
======== =======
3. Reclassifications
Certain reclassifications have been made to the 1998 financial statements
in order to conform to the current period's presentation.
4
<PAGE>
4. Acquisitions and Strategic Agreement:
Strategic Agreement
- - -------------------
On September 24, 1999, IXnet entered into a strategic agreement (the
"Strategic Agreement"), including the licensing of certain software products to
enhance the intelligence of its network for a purchase price of $20.0 million
consisting of $10.0 million in cash financed from the proceeds from IXnet's IPO
and 500,000 shares of IXnet restricted common stock valued at an average closing
price prior to the agreement date. The Strategic Agreement is designed to
enhance IXnet's network capabilities with embedded intelligence, delivering
financial enterprise integration, subject-based addressing, trading turret
integration and application management.
V-Band Corporation ("V-Band")
- - -----------------------------
On June 21, 1999, IPC acquired V-Band Corporation for approximately $1.5
million in cash. The purchase was financed through a combination of cash from
operations and borrowings under the Revolving Credit Facility.
Reuters Voice Systems ("RVS")
- - -----------------------------
On December 31, 1998, IPC purchased the assets of Reuters Voice Systems, a
business unit of Reuters Group PLC, for approximately $5.7 million in cash. The
purchase was financed through a combination of cash from operations and
borrowings under the Revolving Credit Facility.
Saturn Global Network Service Holdings Ltd. ("Saturn")
- - ------------------------------------------------------
On December 18, 1998, International Exchange Networks, Ltd. ("IENL")
acquired all of the issued and outstanding common shares of Saturn from
Marshalls 106 Limited ("Marshalls"). The acquisition was accounted for using
the purchase method of accounting.
The purchase price for Saturn included a cash payment in the amount of
$35.7 million and the issuance of a promissory note in the amount of $7.5
million bearing interest at the UK Sterling Base Rate, as defined, plus three
percent and payable over three years. In addition, IXnet assumed indebtedness
of Saturn due to Marshalls in the amount of $5.0 million payable over 24 months
with interest at 9.25% (the "Marshalls Note"). Under this agreement, the
Marshalls Note is subject to a working capital adjustment and right of offset.
The working capital adjustment was settled in June 1999 resulting in a reduction
of the obligation by approximately $2.0 million.
5. Property, Plant and Equipment (In thousands):
<TABLE>
<CAPTION>
December 31, September 30,
---------------- ---------------
1999 1999
---------------- ---------------
<S> <C> <C>
Building $ 2,463 $ 2,463
Machinery and Equipment 37,145 36,300
Furniture and Fixtures 2,936 2,812
Leasehold Improvements 9,834 9,092
Network Equipment 38,305 39,865
Network Equipment under capital leases 38,980 28,649
Network Software 23,405 21,561
IRU's 9,423 6,692
--------------- ---------------
Total depreciable property, plant and equipment 162,491 147,434
Less accumulated depreciation and amortization (57,310) (49,761)
--------------- ---------------
105,181 97,673
Land and other 559 1,009
--------------- ---------------
$ 105,740 $ 98,682
--------------- ---------------
</TABLE>
5
<PAGE>
6. Earnings Per Share:
Since the three months ended December 31, 1999 and 1998 resulted in a net
loss, common stock equivalents would have had an anti-dilutive effect.
Therefore, diluted earnings per share has not been calculated.
6
<PAGE>
7. Business Segments:
The Company's operations include Trading Systems, Information Transport
Systems ("ITS") and IXnet. Trading Systems reports sales of turret systems as
"Product sales and installation." It reports revenue from turret system
maintenance, including annual and multi-year service contracts, and from moves,
additions and changes to existing turret system installations as "Service." ITS
reports revenue from the design, integration and implementation of cabling
infrastructure projects, including Local and Wide Area Networks, and from the
sales of intelligent network products, such as hubs, bridges and routers, as
"Product sales and installation." It reports revenue from on-site maintenance
of customer cable infrastructure, including annual and multi-year contracts, and
from the provision of outsourcing services for the support, expansion and
upgrading of existing customer networks as "Service." IXnet reports revenue
from sales of premium voice, managed bandwidth and outsourcing services,
switched voice, shared internet protocol and other services (In thousands):
<TABLE>
<CAPTION>
Trading
Systems ITS IXnet Consolidated
----------------- --------------- ----------------- ------------------
<S> <C> <C> <C> <C>
For the Three Months ended December 31, 1999
Revenue:
Product sales and installation $ 28,339 $10,414 $ - $ 38,753
Service 18,245 3,485 22,997 44,727
----------------- --------------- ----------------- ------------------
Total revenue 46,584 13,899 22,997 83,480
----------------- --------------- ----------------- ------------------
Gross profit (loss) 22,190 1,311 (1,748) 21,753
Research & development 2,912 - - 2,912
Selling, general & administrative (a) 4,897 984 10,153 18,911
Depreciation & amortization 2,491 97 8,195 10,783
Stock compensation charge - - 1,363 1,363
----------------- --------------- ----------------- ------------------
Income from operations $ 11,890 $ 230 $(21,459) $(12,216)
================= =============== ================= ==================
EBITDA $ 14,381 $ 327 $(11,901) $ (70)
================= =============== ================= ==================
Total assets at December 31, 1999 $203,327 $21,163 $170,719 $395,209
================= =============== ================= ==================
<CAPTION>
Trading
Systems ITS IXnet Consolidated
----------------- --------------- ----------------- ------------------
<S> <C> <C> <C> <C>
For the Three Months ended December 31, 1998
Revenue:
Product sales and installation $ 27,342 $ 7,014 $ - $ 34,356
Service 16,650 3,992 12,752 33,394
----------------- --------------- ----------------- ------------------
Total revenue 43,992 11,006 12,752 67,750
----------------- --------------- ----------------- ------------------
Gross profit (loss) 22,397 1,262 294 23,953
Research & development 2,401 - - 2,401
Selling, general & administrative (a) 4,943 1,025 3,307 12,503
Depreciation & amortization 1,657 82 3,922 5,661
----------------- --------------- ----------------- ------------------
Income from operations $ 13,396 $ 155 $ (6,935) $ 3,388
================= =============== ================= ==================
EBITDA $ 15,053 $ 237 $ (3,013) $ 9,049
================= =============== ================= ==================
Total assets at December 31, 1998 $219,830 $27,345 $ 30,016 $277,191
================= =============== ================= ==================
</TABLE>
(a) Consolidated selling, general & administrative includes corporate general &
administrative expenses of $2,877 and $3,228 for the quarter ended December 31,
1999 and 1998, respectively.
7
<PAGE>
8. Stock Compensation Charge:
In May 1999, IXnet recorded $26.4 million in non-cash deferred stock
compensation reflecting the issuance of options to purchase 6,530,184 shares of
common stock of IXnet at $13.96 per share. The deferred stock compensation is
based upon the deemed fair market value of IXnet's common stock and the exercise
price of such options issued on the date of grant. Approximately $1.4 million
of stock compensation is included as expense for the three months ended December
31, 1999. The remaining deferred compensation will be amortized over the
remaining vesting period of the options. In addition, certain of these options
may be treated as variable options and may result in additional compensation
expense in future periods.
9. Subsequent Events:
Effective January 1, 2000, IXnet acquired all of the issued and outstanding
common shares of Business Networks of New York, Inc. ("BNNY"). The $26.5
million purchase price consisted of $24.5 million in cash and 45,707 shares of
IXnet common stock.
BNNY is a leader in providing voice and data services to the financial
community, primarily in the New York metropolitan area.
On January 25, 2000, IXnet acquired all of the issued and outstanding
common shares of Systems Programming & Network Computing, Inc.
("SPNC"). The purchase price was approximately $1.5 million and consisted of
$300,000 in cash, a $100,000 promissory note issued by IXnet and 6,080 shares of
IXnet common stock.
SPNC is a leader in providing and integrating sophisticated multi-systems,
multi-platform applications for the financial services community.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (unaudited)
Overview
- - --------
IPC Communications, Inc. is the world's leading supplier of voice trading
systems to the financial services community with a sophisticated suite of
globally integrated voice and data telecommunications products. IPC focuses on
serving the financial trading environment by designing, manufacturing,
installing, and servicing products that allow traders around the world to
communicate with each other instantly and reliably. In addition, through its
subsidiary, IXnet, the Company provides a high performance intelligent global
extranet designed exclusively for the financial community. Through a single
connection, IXnet delivers end-to-end managed data and voice communications
solutions to the financial services community around the world. The Company's
primary customers include securities and investment banking firms, merchant and
commercial banks, interdealer brokers, foreign exchange and commodity brokers
and dealers, securities and commodity exchanges, mutual and hedge fund
companies, asset managers and insurance companies. The Company uses an
integrated approach to marketing its products and services, leveraging its
established customer base throughout the financial sector.
Our operations include Trading Systems, Information Transport Systems
("ITS") and network services (IXnet). Trading Systems reports sales of turret
systems as "Product sales and installation." It reports revenue from turret
system maintenance, including annual and multi-year service contracts, and from
moves, additions and changes to existing turret system installations as
"Service." ITS reports revenue from design, integration and implementation of
cabling infrastructure projects including Local and Wide Area Networks, and from
sales of intelligent network products, such as hubs, bridges and routers, as
"Product sales and installation." It reports revenue from on-site maintenance
of customer cable infrastructure, including annual and multi-year contracts and
from the provision of outsourcing services for the support, expansion and
upgrading of existing customer networks as "Service." IXnet reports revenue from
sales of premium voice, managed bandwidth and outsourcing services, switched
voice, shared internet protocol and other services.
Revenue from trading systems and ITS sales and installation is recognized
upon completion of the installation. Revenue from sales of turret products to
distributors, is recognized upon shipment. Invoices representing progress
payments on product sales are submitted during various stages of the
installation. The revenue attributable to such advance billings is deferred
until system installation is completed. In addition, contracts for annual
recurring turret and ITS services are generally billed in advance, and are
recorded as revenue ratably (on a monthly basis) over the contractual periods.
Revenue from moves, additions and changes to turret systems is recognized upon
completion, which usually occurs in the same month or the month following the
order for services. Revenue from the IXnet Extranet is recognized in the month
that the service is provided, except for installation revenue which is amortized
over the average customer contract life.
Cost of revenue for trading systems and ITS includes material and labor
associated with the installation of a project or the service performed. Cost of
revenue for IXnet includes leased local and long distance circuit costs and
personnel and related operating expenses associated with network operation,
customer support and field service support.
Due to the substantial sales price of IPC's large turret and ITS
installations and their recognition of revenue only upon completion of
installations, revenue and operating results could fluctuate significantly from
period to period. However, our service business from all three divisions
generates a more consistent revenue stream than sales and installation and,
consequently, these fluctuations (as a percentage of total revenue) could be
somewhat diminished in the future as our service business expands.
9
<PAGE>
Results of Operations
Comparison of the Three Months ended December 31, 1999 ("Q1 2000") to the Three
Months ended December 31, 1998 ("Q1 1999")
Revenue. Total revenue increased $15.7 million, or 23.2%, to $83.5 million
in Q1 2000 from $67.8 million in Q1 1999.
Trading system installation and related service revenue increased $2.6
million, or 5.9%, to $46.6 million in Q1 2000 from $44.0 million in Q1 1999.
Trading system sales and installation revenue increased 3.6% or $1.0
million in Q1 2000 to $28.3 million from $27.3 million in Q1 1999. The increase
in Q1 2000 is primarily related to the timing of large installation projects
recognized as revenue when compared to the same period of the prior year.
Trading system service revenue increased 9.6% or $1.6 million to $18.2
million in Q1 2000 from $16.6 million in Q1 1999. Approximately $2.5 million of
the increase in the current year is related to the expanded service base
attained through the acquisitions of RVS and V-Band in December 1998 and June
1999 respectively. This increase was partially offset by a decrease in move,
add and change revenue due to the financial communities anticipation of the
rollover to the year 2000.
Revenue from ITS sales and related service increased by $2.9 million or
26.3%, to $13.9 million in Q1 2000 from $11.0 million Q1 1999.
Revenue from new ITS installation projects in Q1 2000 was $10.4 million as
compared to $7.0 million in Q1 1999. The increase of 3.4 million or 48.5% in Q1
2000 is attributable to a higher volume of large installation projects
recognized as revenue in Q1 2000 as compared with Q1 1999.
ITS service revenue was $3.5 million in Q1 2000 as compared to $4.0 million
in Q1 1999. The decrease of $0.5 million or 12.7% in Q1 2000 is primarily
related to a large customer service contract which expired at the end of
December 1998 and was not renewed.
IXnet revenue increased $10.2 million, or 80.3%, to $23.0 million in Q1
2000 from $12.8 million in Q1 1999. Approximately $8.2 million of the increase
in Q1 2000 is revenue related to the acquisition of Saturn in December 1998.
In addition, higher network services revenue resulted from increased customer
utilization of the IXnet Extranet.
Cost of Revenue (excluding depreciation and amortization). Cost of revenue
(as a percentage of product sales and installation revenue and service revenue)
for Q1 2000 was 73.9% which increased by 9.3% as compared to 64.6% in Q1 1999.
Product sales and installation cost of revenue (as a percentage of product
sales and installation revenue) for Q1 2000 was 61.3% as compared to 54.7%, in
Q1 1999, an increase of 6.6%. The increase in Q1 2000 is largely related to a
higher percentage of ITS and Trading Systems third party product sales and
installation revenue in total product sales and installation revenue. ITS and
Trading Systems third party product sales and installation revenue typically has
a higher cost of revenue as compared with Trading System's turret product sales
and installation revenue.
Service cost of revenue (as a percentage of service revenue) for Q1 2000
was 84.9% as compared to 74.9% in Q1 1999, an increase of 10.0%. The increase
in Q1 2000 is primarily related to the expansion of IXnet's network and
resulting increases in leased circuit maintenance, personnel, facilities and
customer support costs. We anticipate that IXnet's cost of revenue will
continue to increase as its customer base increases, however, such expenses, as
a percentage of their revenue will decrease over time. These expenses may be
incurred prior to the realization of anticipated revenue. The increase in
IXnet's cost of revenue was offset in part by a decrease in Trading Systems
service cost of revenue largely attributed to their expanding customer base.
Trading Systems service revenue typically has a lower cost of revenue as
compared to IXnet's and ITS's cost of revenue.
10
<PAGE>
Research and Development Expenses. Research and development expenses were
$2.9 million in Q1 2000 as compared to $2.4 million in Q1 1999, an increase of
$0.5 million or 21.3%. Research and development efforts continue to be focused
on the development of the next generation of trading systems products, including
integration of the Alliance MX turret with the IXnet Network as well as
enhancement of existing features of the Alliance MX family to sustain the
Company's leadership position in voice-based trading system products.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") increased by $6.4 million, or 51.2%, to $18.9
million in Q1 2000 from $12.5 million in Q1 1999. The increase is attributable
to expanding IXnet's business through both internal growth and acquisitions.
Through IXnet, we intend to continue to expand the IXnet Extranet. This
expansion will require significant growth in personnel, primarily related to
sales and marketing within the U.S., Europe and the Asia/Pacific region. General
and administrative expenses will increase in the future as IXnet expands;
however, such expenses will decrease over time as a percentage of IXnet's
revenue.
Depreciation and Amortization. Depreciation and amortization, including
amortization of goodwill from acquisitions, in Q1 2000 was $10.8 million as
compared to $5.7 million in Q1 1999. The increase of $5.1 million, or 90.5% is
primarily due to increases in property, plant and equipment in connection with
expanding the IXnet Extranet and amortization of goodwill associated with
acquisitions.
Stock Compensation Charge. During Q1 2000, IXnet recorded a non-cash
stock compensation charge of approximately $1.4 million representing the current
quarter amortization of the difference between the exercise price and the deemed
fair value of IXnet's common stock at the date of grant.
Interest Expense, net. Interest expense, net increased 9.7% or $0.6
million to $6.8 million in Q1 2000 from $6.2 million in Q1 1999. The increase
is primarily related to increased borrowings outstanding under the Revolving
Credit Facility, capital leases and notes issued in conjunction with
acquisitions partially offset by interest income.
Provision for Income Taxes. The Company's effective tax rate for Q1 2000
was 22.0% compared to 29.8% in Q1 1999. Although we incurred a net loss, income
taxes were provided due to a limitation on our ability to utilize foreign tax
credits to offset taxes paid outside of the United States, a valuation allowance
for our net operating loss carry forwards and an increase in IXnet's pre-tax
losses for which we are not able to receive certain state statutory tax
benefits.
Liquidity and Capital Resources
- - -------------------------------
Since our initial public offering in fiscal 1995 until the 1998 Merger, we
have satisfied our cash requirements through cash provided by operations,
capital lease financing and certain unsecured bank lines of credit. Our
principal uses of cash are to fund working capital requirements, operating
losses and capital expenditures of IXnet and acquisitions, principally related
to the expansion of the IXnet Extranet.
Net cash used in operating activities was $8.1 million in Q1 2000 as
compared to cash provided by operating activities of $6.0 million in Q1 1999.
The decrease was primarily due to the increase in the net loss from IXnet in Q1
2000 from Q1 1999. Additionally, the decrease in accounts payable and accrued
liabilities contributed to the decrease. The decreases in accounts payable and
accrued liabilities are timing differences from Q1 1999 to Q1 2000 relating to
payroll, payments on accounts payable and completion of contracts.
Cash used in investing activities was $26.2 million in Q1 2000 as compared
to $45.1 million for Q1 1999. Cash used in investing activities related to
capital expenditures for property, plant and equipment, principally consisting
of network equipment and machinery primarily for the continued buildout of the
IXnet Extranet. Cash used in investing activities for Q1 1999 included the
acquisitions of Saturn and RVS.
Cash provided by financing activities was $4.7 million in Q1 2000 as
compared to $19.1 million in Q1 1999. Cash provided by financing activities for
Q1 2000 was primarily derived from proceeds from borrowings on our Revolving
Credit Facility. This increase was partially offset by principal payments on
notes payable on the acquisitions of IXnet during the fiscal year 1999. Cash
provided by financing activities for Q1 1999 related to
11
<PAGE>
$16.8 million in net borrowings under our revolving credit facility used
primarily to finance the acquisitions of Saturn and RVS.
The Company believes that cash flows from operations, existing credit
facilities and the remaining proceeds from the sale of common stock by IXnet are
sufficient to meet its working capital and capital expenditure needs at least
through September 2001. The Company does not rule out seeking additional debt
or equity financing for other corporate purposes.
Year 2000 Update
- - ----------------
Even though the date is now past January 1, 2000 and we have not
experienced any immediate adverse impact on our operations from the transition
to the Year 2000, we cannot provide complete assurance that our operations have
not been affected in a manner that is not yet apparent or that will arise in the
future. In addition, certain computer programs that were date sensitive to the
Year 2000 may not have been programmed to process the Year 2000 as a leap year,
and any negative consequential effects remain unknown. As a result, we will
continue to monitor our Year 2000 compliance and the Year 2000 compliance of our
suppliers. However, we anticipate no Year 2000 problems that are reasonably
likely to have a material effect on our operations.
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
Foreign Exchange Rate Risk
As a global concern, we face exposure to adverse movements in foreign
currency exchange rates. These exposures may change over time as business
practice evolve and could have an adverse impact on our financial results. Our
primary exchange rate risk exposure relates to nondollar-denominated sales in
the European and Asian marketplace, as well as foreign denominated debt. We
currently do not hedge against these currencies and could suffer unanticipated
gains or losses as a result.
Interest Rate Risk
We are exposed to changes in interest rates primarily from our outstanding
debt and our investments in certain marketable securities. The interest rate
for certain outstanding debt is variable and therefore will fluctuate with
market conditions. As a result, we believe that the effects of changes in
interest rates are limited and would not have a material impact on our financial
condition and results of operations. Our marketable securities consist of fixed
income investments in the form of short-term commercial paper. We continually
monitor our exposure to changes in interest rates from our marketable
securities. Accordingly, we believe that the effects of changes in interest
rates are limited, however, significant increases in interest rates could have a
significant impact on our financial condition or results of operations.
However, it is possible that we are at risk if interest rates change in an
unfavorable direction. The magnitude of any gain or loss will be a function of
the difference between the fixed rate of the financial instrument and the market
rate, which could have a material affect on our financial condition and results
of operations.
12
<PAGE>
Part II - Other Information
ITEM 1. Legal Proceedings - None
ITEM 2. Changes in Securities - None
ITEM 3. Defaults Upon Senior Securities - None
ITEM 4. Submission of Matters to a Vote of Security Holders - None
ITEM 5. Other Information - None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits: The following exhibits are filed as part of this Quarterly Report
on Form 10-Q
Exhibit Number Description
- - -------------- -----------
10.23 Amendment No. 1 to Amended and Restated Credit Agreement,
dated July 1, 1999, among IPC Information Systems, Inc., IPC
Funding Corp., IPC Communications, Inc., General Electric
Capital Corporation, as collateral agent and administrative
agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, and the lenders and the issuing bank named therein
(filed herewith).
10.24 Amendment No. 2 to Amended and Restated Credit Agreement,
dated August 12, 1999, among IPC Information Systems, Inc.,
IPC Funding Corp., IPC Communications, Inc., General Electric
Capital Corporation, as collateral agent and administrative
agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, and the lenders and the issuing bank named therein
(filed herewith).
10.25 Amendment No. 3 to Amended and Restated Credit Agreement,
dated September 24, 1999, among IPC Information Systems, Inc.,
IPC Funding Corp., IPC Communications, Inc., General Electric
Capital Corporation, as collateral agent and administrative
agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, and the lenders and the issuing bank named therein
(filed herewith).
10.26 Amendment No. 4 to Amended and Restated Credit Agreement,
dated December 1, 1999, among IPC Information Systems, Inc.,
IPC Funding Corp., IPC Communications, Inc., General Electric
Capital Corporation, as collateral agent and administrative
agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, and the lenders and the issuing bank named therein
(filed herewith).
10.27 Amendment No. 5 to Amended and Restated Credit Agreement,
dated December 15, 1999, among IPC Information Systems, Inc.,
IPC Funding Corp., IPC Communications, Inc., General Electric
Capital Corporation, as collateral agent and administrative
agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, and the lenders and the issuing bank named therein
(filed herewith).
10.28 Amendment No. 6 to Amended and Restated Credit Agreement,
dated January 21, 2000, among IPC Information Systems, Inc.,
IPC Funding Corp., IPC Communications, Inc., General Electric
Capital Corporation, as collateral agent and administrative
agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, and the lenders and the issuing bank named therein
(filed herewith).
10.29 Amendment No. 7 to Amended and Restated Credit Agreement,
dated January 31, 2000, among IPC Information Systems, Inc.,
IPC Funding Corp., IPC Communications, Inc., General Electric
Capital Corporation, as collateral agent and administrative
agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, and the lenders and the issuing bank named therein
(filed herewith).
13
<PAGE>
10.30 Amendment No. 8 to Amended and Restated Credit Agreement,
dated February 10, 2000, among IPC Information Systems, Inc.,
IPC Funding Corp., IPC Communications, Inc., General Electric
Capital Corporation, as collateral agent and administrative
agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, and the lenders and the issuing bank named therein
(filed herewith).
27 Financial Data Schedule
(b) Form 8-K - None
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IPC COMMUNICATIONS, INC.
Dated: February 11, 2000 By: /s/ GERALD E. STARR
------------------------
Gerald E. Starr
President and
Chief Executive Officer
Dated: February 11, 2000 By: /s/ JAMES M. DEMITRIEUS
---------------------------
James M. Demitrieus
Executive Vice President, Chief Financial
Officer
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IPC COMMUNICATIONS, INC.
Dated: February 11, 2000 By: /s/ GERALD E. STARR
--------------------------
Gerald E. Starr
President and
Chief Executive Officer
Dated: February 11, 2000 By: /s/ JAMES M. DEMITRIEUS
---------------------------
James M. Demitrieus
Executive Vice President, Chief Financial
Officer
16
<PAGE>
Exhibit 10.23
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.
<PAGE>
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]
<PAGE>
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: _________________________
Title:________________________
IPC FUNDING CORP.,
as Sub Borrower
By:__________________________
Its:__________________________
IPC COMMUNICATIONS, INC.,
as a Loan Party/1/
By:__________________________
Title:_________________________
________________
/1/ Not as a Borrower, but for purposes of the other provisions of this
Agreement
<PAGE>
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and
Lender
By:__________________________
Title:_________________________
GENERAL ELECTRIC CAPITAL
CORPORATION, as Administrative Agent, Collateral Agent
and Issuing Bank
By:__________________________
Title:_________________________
FIRST UNION NATIONAL BANK, as a Lender
By: ___________________________
Title: _________________________
BNY FINANCIAL CORPORATION, as a Lender
By: _____________________________
Title: ___________________________
<PAGE>
Exhibit 10.24
AMENDMENT NO. 2 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. 2 to Amended and Restated Credit Agreement, dated
as of August 12, 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 (as amended by Amendment No. 1
thereto, dated as of July 1, 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 figure "$100,000,000" from the first proviso of clause (iii)(C) and
replacing it with the figure "$80,000,000";
2.2 Section 5.02(g) of the Credit Agreement is hereby further amended
by deleting from clause (iii) (D) the words "twelve and three tenths percent
(12.3%)" and replacing them with the words "twelve and six tenths percent
(12.6%)".
<PAGE>
3. Condition Precedent to Amendment. The amendment contemplated by
--------------------------------
Section 2 hereof shall be effective when 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]
<PAGE>
IN WITNESS WHEREOF, this Amendment No. 2 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: _________________________
Title:________________________
<PAGE>
IPC FUNDING CORP.,
as Sub Borrower
By:__________________________
Title:__________________________
IPC COMMUNICATIONS, INC.,
as a Loan Party
By:__________________________
Title:_________________________
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral Agent, Issuing Bank and Lender
By:__________________________
Title:_________________________
FIRST UNION NATIONAL BANK,
as a Lender
By: ___________________________
Title: _________________________
GMAC COMMERCIAL CREDIT LLC,
as a Lender
By: _____________________________
Title: ___________________________
<PAGE>
EXHIBIT 10.25
AMENDMENT NO. 3 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. 3 to Amended and Restated Credit Agreement, dated
as of September 24, 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 a Lender, and as Collateral Agent, Issuing Bank and
Administrative Agent (the "Administrative Agent") for the Lender Parties; and
the other Lenders.
RECITALS
A. Borrowers, Holdings, the Administrative Agent, the 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 (as
amended by Amendment No. 1 thereto, dated as of July 1, 1999, and Amendment No.
2 thereto, dated as of August 12, 1999, the "Credit Agreement").
B. Borrowers, Holdings, the Administrative Agent and the Lenders are
desirous of amending certain sections of, and waiving certain requirements
under, 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, the Administrative 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 1.01 of the Credit Agreement is hereby amended by
inserting the following definitions in the proper alphabetical order:
"TIBCO' means TIBCO Finance Technology Inc., a Delaware
-----
corporation."
"TIBCO Agreements' means (a) the TIBCO Strategic Agreement, (b)
----------------
that certain License, Development, Embedding, Support & Royalty
Agreement, dated as June 25, 1999, by and between TIBCO and IXnet,
as amended by Addendum One dated June 30, 1999, Addendum Two dated
July 30, 1999 and Addendum Three dated August 31, 1999, and as to
be further amended by Addendum Four dated
<PAGE>
September 24, 1999 and Addendum Five dated September 24, 1999, and (c)
that certain Network and Services and Joint Solutions Agreement, dated
as of September 24, 1999 by and between TIBCO and IXnet."
" TIBCO Strategic Agreement' means that certain Strategic Agreement,
-------------------------
dated as of September 24, 1999, by and among TIBCO, IXnet Holdings and
IXnet."
2.2. Section 1.01 of the Credit Agreement is hereby further amended
by deleting the definition of "Capital Expenditures" in its entirety and
replacing it with the following:
" Capital Expenditures' means, for any Person for any period, all
--------------------
expenditures (by the expenditure of cash or the incurrence of Debt,
including Obligations under Capitalized Leases) by such Person for the
purchase or other acquisition of any fixed, capital or other assets or
improvements or for replacements, substitutions or additions thereto,
that have a useful life of more than one year and that are required to
be capitalized under GAAP."
2.3. Section 5.02(b) of the Credit Agreement is hereby amended by
deleting the word "and" from the end of clause (ii)(A) thereof, by inserting the
word "and" at the end of clause (ii)(B) thereof and inserting the following as a
new clause (ii)(C):
"(C) in the case of IXnet, unsecured Debt consisting of (1) the
deferred purchase price owed to TIBCO in an amount not to exceed
$10,000,000 in connection with the acquisition by IXnet of certain
perpetual product licenses and other services and license rights from TIBCO
pursuant to the TIBCO Agreements and (2) deferred payments in respect of
indefeasible rights of use ("IRU's") in an aggregate amount not to exceed
$16,500,000; provided, that, (w) in the case of Debt under clause (1)
-------- ----
above, such Debt shall be on the terms set forth in the TIBCO Strategic
Agreement (as in effect on the date hereof) and such other terms and
conditions as shall be satisfactory to the Administrative Agent, (x) in the
case of Debt under clause (2) above, such Debt shall be on customary terms
for IRU's and otherwise satisfactory to the Administrative Agent, (y) an
amount of cash equal to the entire amount of the Debt permitted under this
clause (C) that is outstanding at any time shall be placed in a blocked
bank account under the control of the Administrative Agent and pledged to
the Administrative Agent for the ratable benefit of the Administrative
Agent and the other Secured Parties on terms and conditions satisfactory to
the Administrative Agent and (z) the Administrative Agent shall have
received evidence satisfactory to the Administrative Agent that a valid and
perfected first priority security interest in the licenses, intellectual
property and other rights that IXnet has acquired pursuant to the TIBCO
Agreements and under each of the IRU's has been granted to the
Administrative Agent for the ratable benefit of the Administrative Agent
and the other Secured Parties and that all actions necessary or desirable
in connection therewith, including, by way of example but not of
limitation, all necessary or desirable written notices from IXnet to TIBCO
in respect of the TIBCO Agreements, have been taken,"
2
<PAGE>
2.4. Section 5.02(g) of the Credit Agreement is hereby amended by
deleting from the twelfth line thereof the word "and" that appears after the
number "(ii)" and before the number "(iii)" and replacing it with a comma (i.e.
a ","), by inserting after the number "(iii)" and before the word "below" in
such twelfth line the words "and (iv)", and by inserting after the words
"Administrative Agent" and before the period at the end of such Section 5.02(g),
the following:
"and (iv) IXnet Holdings may issue up to 500,000 shares of its common
stock to TIBCO as set forth in the TIBCO Strategic Agreement (as in effect
on the date hereof); provided, that, such 500,000 shares do not exceed at
-------- ----
the time of issuance one percent (1%) of the common stock of IXnet Holdings
on a fully diluted basis; provided, further, that, the sum of such 500,000
-------- ------- ----
shares and the shares of IXnet Holdings issued pursuant to clause (iii)(C)
of this Section 5.02(g) does not at any time exceed twenty percent (20%) of
the common stock of IXnet Holdings"
2.5. Section 5.04(c) of the Credit Agreement is hereby amended by
inserting after the word "below" and before the colon in the fourth line thereof
the following:
"(provided, however, that, solely for the periods ending on September
-------- ------- ----
30, 1999, December 31, 1999, March 31, 2000 and June 30, 2000, any amount
of Debt expressly permitted under Section 5.02(b)(ii)(C) (including,
without limitation, clause (y) thereof) that is outstanding at such time
shall not be included in the calculation of the Leverage Ratio for such
period)"
2.6. Section 5.04(d) of the Credit Agreement is hereby amended by
inserting after the word "period" and before the colon in the twenty-third line
thereof the following:
"(provided, however, that, solely for the periods ending on September
-------- ------- ----
30, 1999, December 31, 1999, March 31, 2000 and June 30, 2000, any amount
of Debt expressly permitted under Section 5.02(b)(ii)(C) (including,
without limitation, clause (y) thereof) that is outstanding at such time
shall not be included in the calculation of the Fixed Charge Coverage Ratio
for such period)"
3. Waiver. The Agents and Lenders hereby extend the requirements of
------
Section 5.03(d) for the Fiscal Year ending September 30, 1999 from September 15,
1999 until October 30, 1999 (the "Waiver Termination Date"). On the Waiver
Termination Date, without any further action by the Administrative Agent, the
Lender Parties or any other Person, all of the terms and provisions set forth in
Section 5.03(d) of the Credit Agreement that are waived under this Section 3 of
this Amendment shall automatically apply and have the same force and effect as
if Section 3 of this Amendment had not been entered into by the parties hereto
and did not exist, and the Administrative Agent and the Lender Parties shall
have all of the rights and remedies afforded to them under the Credit Agreement
and the other Loan Documents as though no waiver had been granted by them under
this Section 3.
4. TIBCO Blocked Account Procedures. The Administrative Agent, the
--------------------------------
Parent Borrower and IXnet hereby agree as follows with respect to the blocked
account (the "TIBCO
3
<PAGE>
Blocked Account") required by clause (y) of Section 5.02(b)(ii)(C) of the Credit
Agreement as amended by this Amendment:
4.1. The Parent Borrower and IXnet agree to deposit into the TIBCO
Blocked Account such amounts in cash such that the balance in the TIBCO Blocked
Account shall at all times be at least equal to the entire amount of Debt
permitted under Section 5.02(b)(ii)(C) of the Credit Agreement that is
outstanding at such time;
4.2. The Administrative Agent agrees to permit IXnet to make
withdrawals from the TIBCO Blocked Account in such amounts and at such times as
shall be necessary for the sole purpose of (1) making scheduled payments to
TIBCO pursuant to Section 2 of the TIBCO Strategic Agreement and (2) making
scheduled payments in respect of the IRU's;
4.3. The TIBCO Blocked Account shall be kept at First Union National
Bank and shall be subject to and governed by a blocked account agreement (the
"TIBCO Blocked Account Agreement") in favor of the Administrative Agent, on
-------------------------------
behalf of the Administrative Agent and the other Secured Parties, which
agreement shall be in form and substance satisfactory to the Administrative
Agent.
5. Acknowledgment and Consent of Guarantors. Each Guarantor hereby
----------------------------------------
consents to this Amendment and hereby confirms and agrees that (a)
notwithstanding the effectiveness of this Amendment or any of the other prior
amendments comprising part of the Credit Agreement, the Guaranty and each other
Loan Document to which it is a party is, and shall continue to be, in full force
and effect and is hereby ratified and confirmed in all respects, and (b) the
Collateral Documents to which such Guarantor is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of
all of the Secured Obligations (in each case, as defined therein).
6. Conditions Precedent to Amendment. The Amendment shall be effective
---------------------------------
upon satisfaction of each of the following conditions precedent:
6.1. This Amendment shall have been duly executed and delivered by
each of Borrowers, Holdings, the Guarantors, IXnet (as to Section 4 hereof), the
Administrative Agent and Required Lenders.
6.2. The TIBCO Blocked Account Agreement shall have been duly
executed and delivered by each of the parties thereto and the TIBCO Blocked
Account shall have been funded as required by Section 4 of this Amendment.
6.3. IXnet shall have given notice to TIBCO that IXnet has granted a
security interest in the licenses, intellectual property and other rights that
IXnet has acquired from TIBCO pursuant to the TIBCO Agreements to the
Administrative Agent for the ratable benefit of the Administrative Agent and the
other Secured Parties.
4
<PAGE>
7. Reference to and Effect Upon the Credit Agreement and other Loan
----------------------------------------------------------------
Agreements.
- - ----------
7.1. Except as specifically amended in Section 2 above or waived in
Section 3 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.
7.2. 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 (except as specifically waived in Section 3
above), 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 any 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.
8. 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. Delivery of an
executed counterpart by facsimile shall be as effective as delivery of a
manually signed original counterpart.
9. Costs and Expenses. As provided in Section 8.04 of the Credit
------------------
Agreement, Borrowers shall pay the fees, costs and expenses incurred by the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment (including, without limitation, attorneys' fees).
10. 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.
11. 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]
5
<PAGE>
IN WITNESS WHEREOF, this Amendment No. 3 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: _________________________
Title:_______________________
IPC FUNDING CORP.,
as Sub Borrower
By:__________________________
Title:_______________________
IPC COMMUNICATIONS, INC.,
as a Loan Party
By:__________________________
Title:______________________
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral Agent, Issuing
Bank and Lender
By:__________________________
Title:_______________________
FIRST UNION NATIONAL BANK,
as a Lender
By: ___________________________
Title: ________________________
GMAC COMMERCIAL CREDIT LLC,
as a Lender
By: _________________________
Title:_______________________
INTERNATIONAL EXCHANGE NETWORKS,
LTD., as a Guarantor and as to Section 4 hereof
By: _________________________
Title:_______________________
<PAGE>
INTERNATIONAL EXCHANGE NETWORK CORP.,
as a Guarantor
By: _________________________
Title:_______________________
HNG CORP., as a Guarantor
By: _________________________
Title:_______________________
IPC MERGER SUB, INC., as a Guarantor
By: _________________________
Title:_______________________
IXNET, INC., as a Guarantor
By: _________________________
Title:_______________________
IPC INFORMATION SYSTEMS FAR EAST INC., as
a Guarantor
By: _________________________
Title:_______________________
MXNET INC., as a Guarantor
By: _________________________
Title:_______________________
IPC INFORMATION SYSTEMS ASIA
PACIFIC, LIMITED, as a Guarantor
By: _________________________
Title:_______________________
<PAGE>
IPC INFORMATION SYSTEMS CANADA, INC., as
a Guarantor
By: _________________________
Title:_______________________
IXNET UK LIMITED, as a Guarantor
By: _________________________
Title:_______________________
IPC INFORMATION SYSTEMS, as a Guarantor
By: _________________________
Title:_______________________
IPC UK HOLDINGS, LTD., as a Guarantor
By: _________________________
Title:_______________________
IPC UK SPC LIMITED, as a Guarantor
By: _________________________
Title:_______________________
SATURN GLOBAL NETWORK SERVICES
HOLDINGS LIMITED, as a Guarantor
By: _________________________
Title:_______________________
IXNET AUSTRALIA PTY LIMITED, as a Guarantor
By: _________________________
Title:_______________________
<PAGE>
SATURN GLOBAL NETWORK SERVICES (HONG
KONG) LIMITED, as a Guarantor
By: _________________________
Title:_______________________
SATURN GLOBAL NETWORK SERVICES
(JAPAN) LTD., as a Guarantor
By: _________________________
Title:_______________________
SATURN GLOBAL NETWORK SERVICES
(SINGAPORE) PTE LTD., as a Guarantor
By: _________________________
Title:_______________________
<PAGE>
EXHIBIT 10.26
AMENDMENT NO. 4 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. 4 to Amended and Restated Credit Agreement, dated
as of December 1, 1999 and effective as of September 30, 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 a Lender, and as Collateral Agent, Issuing Bank and Administrative Agent (the
"Administrative Agent") for the Lender Parties; and the other Lenders.
RECITALS
A. Borrowers, Holdings, the Administrative Agent, the 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 (as
amended by Amendment No. 1 thereto, dated as of July 1, 1999, Amendment No. 2
thereto, dated as of August 12, 1999, and Amendment No.3 thereto, dated as of
September 24, 1999, the "Credit Agreement").
B. Borrowers, Holdings, the Administrative Agent and the Lenders are
desirous of amending certain sections of, and making certain other changes to
the Credit Agreement, as and to the extent set forth in this Amendment and
subject to the terms and conditions set forth herein.
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, the Administrative 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. Amendments and Covenants.
------------------------
2.1. Section 5.04(c) of the Credit Agreement is hereby amended by deleting
the ratio "6.60:1.00" that appears opposite the date "September 30, 1999" and
replacing it with the ratio "7.70 :1.00".
2.2. Section 5.04(d) of the Credit Agreement is hereby amended by deleting
the ratio "1.28:1.00" that appears opposite the date "September 30, 1999" and
replacing it with the ratio "1.07 :1.00".
<PAGE>
2.3 The Parent Borrower shall maintain as at the end of October 31,1999,
EBITDA of not less than $36,000,000 for the trailing twelve month period then
ended.
2.4 The Parent Borrower shall maintain as at the end of October 31, 1999 a
ratio of Consolidated EBITDA to cash interest payable on all Debt of the Parent
Borrower and its Subsidiaries, for the trailing twelve month period ending
October 31, 1999, of not less than 4.00:1.00.
2.5 The Parent Borrower shall maintain as at the end of October 31, 1999 a
Leverage Ratio of the Parent Borrower and its Subsidiaries, for the trailing
twelve month period ending October 31, 1999, of not more than 6.60:1.00.
2.6 The Parent Borrower shall maintain as at the end of October 31, 1999 a
ratio of (i) EBITDA for the trailing twelve month period of the Parent Borrower
and its Subsidiaries, less Capital Expenditures made by the Parent Borrower and
----
its Subsidiaries during such period, other than (x) Capital Expenditures to the
extent financed by Capitalized Leases (but only to the extent so financed and
not paid in cash), (y) Capital Expenditures to the extent financed by purchase
money indebtedness (but only to the extent so financed and not paid in cash) and
(z) Capital Expenditures made by IXnet and its Subsidiaries out of the IPO Net
Cash Proceeds (but only to the extent so made out of the IPO Net Cash Proceeds)
(in the case of (x), (y) and (z) only to the extent that such transactions are
permitted by, and its compliance with, the terms and conditions of this
Agreement), less the aggregate amount of federal, state, local and foreign
----
income taxes paid by the Parent Borrower and its Subsidiaries in cash during
such period, other than (x) various foreign income taxes paid by Foreign
Subsidiaries to the extent that such foreign income taxes do not in the
aggregate exceed $1,000,000 during such period, (y) the payment by IPC UK in
June 1999 of certain foreign income taxes in the aggregate amount of
approximately (Pounds)4,200,000 and (z) the payment by IPC UK in July 1999 of
the ACT (Advance Corporation Tax) in the aggregate amount of approximately
(Pounds)5,625,000, less cash dividends paid by the Parent Borrower to the holder
----
of its common stock (i.e. Holdings) during such period to the extent that the
Parent Borrower is expressly permitted to pay such dividends under this
Agreement, to the (ii) sum of (x) cash interest payable by the Parent Borrower
and its Subsidiaries on all Debt during such period plus (y) principal amounts
----
of all Debt payable by the Parent Borrower and its Subsidiaries during such
twelve month period ending October 31, 1999, of not less than 1.28:1.00 for such
period ending October 31, 1999.
2.7 The Parent Borrower shall furnish to the Lender Parties and the Agents
no later than December 15, 1999, monthly financial statements as at and for the
twelve month period ended October 31, 1999, including balance sheets, statements
of income and statements of cash flows, which shall be prepared in a manner
consistent with the quarterly financial statements required under Section 5.03
of the Credit Agreement, shall be certified by the chief financial officer of
Holdings and the Parent Borrower in a manner consistent with the certification
of the quarterly financial statements required under Section 5.03, shall
demonstrate compliance with each of the financial covenants set forth in
Sections 2.3 through 2.5, inclusive, of this Amendment and shall otherwise be in
form and substance acceptable to the Administrative Agent and Lenders.
2
<PAGE>
2.8 The failure to perform or observe any of the covenants or agreements
contained in Sections 2.3 through 2.6, inclusive, of this Amendment shall
constitute an immediate "Event of Default" under the Credit Agreement, as and to
the same extent as if such failure to perform or observe any of such covenants
or agreements was an "Event of Default" under Section 6.01 (c) of the Credit
Agreement.
3. Acknowledgment and Consent of Guarantors. Each Guarantor hereby consents
----------------------------------------
to this Amendment and hereby confirms and agrees that (a) notwithstanding the
effectiveness of this Amendment or any of the other prior amendments comprising
part of the Credit Agreement, the Guaranty and each other Loan Document to which
it is a party is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, and (b) the Collateral Documents
to which such Guarantor is a party and all of the Collateral described therein
do, and shall continue to, secure the payment of all of the Secured Obligations
(in each case, as defined therein).
4. Conditions Precedent to Amendment. This Amendment shall be effective upon
---------------------------------
satisfaction of each of the following conditions precedent:
4.1. This Amendment shall have been duly executed and delivered by each of
the Borrowers, Holdings, the Guarantors, the Administrative Agent and Required
Lenders.
4.2. The Parent Borrower shall have paid an amendment fee in an amount
equal to $65,000 to the Administrative Agent, for the pro rata account of each
Lender that timely executes and delivers its signature page evidencing its
agreement to this Amendment.
4.3. All of the representations and warranties contained in the Credit
Agreement and any other documents executed in connection therewith are true and
correct on and as of the date hereof as though made on the date hereof.
5. Reference to and Effect Upon the Credit Agreement and other Loan
----------------------------------------------------------------
Agreements.
- - -----------
5.1. Except as specifically amended in Section 2, the Credit Agreement, the
Notes and each other Loan Document shall remain in full force and effect and
each is hereby ratified and confirmed.
5.2. 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), of the Credit Agreement
or any other Loan Document or (ii) prejudice any right, power or remedy which
any 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.
3
<PAGE>
6. 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. Delivery of an
executed counterpart by facsimile shall be as effective as delivery of a
manually signed original counterpart.
7. Costs and Expenses. As provided in Section 8.04 of the Credit Agreement,
------------------
Borrowers shall pay the fees, costs and expenses incurred by the Administrative
Agent in connection with the preparation, execution and delivery of this
Amendment (including, without limitation, attorneys' fees).
8. 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.
9. 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]
4
<PAGE>
IN WITNESS WHEREOF, this Amendment No. 4 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: _________________________
Title:_______________________
IPC FUNDING CORP.,
as Sub Borrower
By:__________________________
Title:_______________________
IPC COMMUNICATIONS, INC.,
as a Loan Party
By:__________________________
Title:_______________________
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral Agent,
Issuing Bank and Lender
By:__________________________
Title:_______________________
FIRST UNION NATIONAL BANK,
as a Lender
By: _________________________
Title: ______________________
GMAC COMMERCIAL CREDIT LLC,
as a Lender
By: _________________________
Title:_______________________
INTERNATIONAL EXCHANGE NETWORKS, LTD., as a
Guarantor
By: _________________________
Title:_______________________
<PAGE>
INTERNATIONAL EXCHANGE NETWORK CORP., as a
Guarantor
By: _________________________
Title:________________________
HNG CORP., as a Guarantor
By: _________________________
Title:________________________
V BAND CORPORATION, as a Guarantor
By: _________________________
Title:________________________
IXNET, INC., as a Guarantor
By: _________________________
Title:________________________
IPC INFORMATION SYSTEMS FAR EAST INC., as a
Guarantor
By: _________________________
Title:________________________
MXNET INC., as a Guarantor
By: _________________________
Title:________________________
6
<PAGE>
IPC INFORMATION SYSTEMS ASIA PACIFIC, LIMITED,
as a Guarantor
By: _________________________
Title:________________________
IPC INFORMATION SYSTEMS CANADA, INC., as a
Guarantor
By: _________________________
Title:________________________
IXNET UK LIMITED, as a Guarantor
By: _________________________
Title:________________________
IPC INFORMATION SYSTEMS, as a Guarantor
By: _________________________
Title:________________________
IPC UK HOLDINGS, LTD., as a Guarantor
By: _________________________
Title:________________________
IPC UK SPC LIMITED, as a Guarantor
By: _________________________
Title:________________________
7
<PAGE>
SATURN GLOBAL NETWORK SERVICES HOLDINGS
LIMITED, as a Guarantor
By: _________________________
Title:________________________
IXNET AUSTRALIA PTY LIMITED, as a Guarantor
By: _________________________
Title:________________________
IXNET HONG KONG LIMITED (f/k/a Saturn Global
Network Services (Hong Kong) Limited), as a
Guarantor
By: _________________________
Title:________________________
SATURN GLOBAL NETWORK SERVICES (JAPAN) LTD., as
a Guarantor
By: _________________________
Title:________________________
SATURN GLOBAL NETWORK SERVICES (SINGAPORE) PTE
LTD., as a Guarantor
By: _________________________
Title:________________________
8
<PAGE>
Exhibit 10.27
AMENDMENT NO. 5 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. 5 to Amended and Restated Credit Agreement, dated
as of December 15, 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 a Lender, and as Collateral Agent, Issuing Bank and
Administrative Agent (the "Administrative Agent") for the Lender Parties; and
the other Lenders.
RECITALS
A. Borrowers, Holdings, the Administrative Agent, the 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 (as amended by
Amendment No. 1 thereto, dated as of July 1, 1999, Amendment No. 2 thereto,
dated as of August 12, 1999, Amendment No.3 thereto, dated as of September 24,
1999, and Amendment No. 4, dated as of December 1, 1999 (the "Fourth
Amendment"), as so amended, the "Credit Agreement").
B. Borrowers, Holdings, the Administrative Agent and the Lenders are
desirous of amending certain sections of, and making certain other changes to,
the Credit Agreement, all as and to the extent set forth in this Amendment and
subject to the terms and conditions set forth herein.
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, the Administrative 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. Amendments.
----------
2.1. Section 2.3 of the Fourth Amendment is hereby amended by deleting the
date "October 31, 1999" and replacing it with the date "November 30, 1999".
2.2. Section 2.4 of the Fourth Amendment is hereby amended by deleting the
date "October 31, 1999" each time it appears in such Section and replacing it in
each instance with the date "November 30, 1999".
<PAGE>
2.3. Section 2.5 of the Fourth Amendment is hereby amended by deleting the
date "October 31, 1999" each time it appears in such Section and replacing it in
each instance with the date "November 30, 1999".
2.4. Section 2.6 of the Fourth Amendment is hereby amended by deleting the
date "October 31, 1999" each time it appears in such Section and replacing it in
each instance with the date "November 30, 1999".
2.5 Section 2.7 of the Fourth Amendment is hereby amended by deleting it
in its entirety and replacing it with the following:
"The Parent Borrower shall furnish to the Lender Parties and the
Agents no later than December 31, 1999, monthly financial statements
as at and for the twelve month period ended October 31, 1999,
including balance sheets and statements of income, which shall be
prepared in a manner consistent with the quarterly financial
statements required under Section 5.03 of the Credit Agreement, shall
be certified by the chief financial officer of Holdings and the Parent
Borrower in a manner consistent with the certification of the
quarterly financial statements required under Section 5.03, and shall
otherwise be in form and substance acceptable to the Administrative
Agent and Lenders."
2.6 The Parent Borrower shall furnish to the Lender Parties and the Agents
no later than January 15, 1999, monthly financial statements as at and for the
twelve month period ended November 30, 1999, including balance sheets,
statements of income and statements of cash flows, which shall be prepared in a
manner consistent with the quarterly financial statements required under Section
5.03 of the Credit Agreement, shall be certified by the chief financial officer
of Holdings and the Parent Borrower in a manner consistent with the
certification of the quarterly financial statements required under Section 5.03,
shall demonstrate compliance with each of the financial covenants set forth in
Sections 2.3 through 2.6, inclusive, of the Fourth Amendment, as amended by
Sections 2.1 through 2.4, inclusive, of this Amendment, and shall otherwise be
in form and substance acceptable to the Administrative Agent and Lenders.
2.7 The failure to perform or observe any of the covenants or agreements
contained in Sections 2.3 through 2.6, inclusive, of the Fourth Amendment, as
amended by Sections 2.1 through 2.4, inclusive, of this Amendment, shall
constitute an immediate "Event of Default" under the Credit Agreement, as and to
the same extent as if such failure to perform or observe any of such covenants
or agreements was an "Event of Default" under Section 6.01 (c) of the Credit
Agreement.
3. Acknowledgment and Consent of Guarantors. Each Guarantor hereby consents
----------------------------------------
to this Amendment and hereby confirms and agrees that (a) notwithstanding the
effectiveness of this Amendment or any of the other prior amendments comprising
part of the Credit Agreement, the Guaranty and each other Loan Document to which
it is a party is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, and (b) the Collateral Documents
to which such Guarantor is a party and all of the Collateral described therein
do, and shall continue to, secure the payment of all of the Secured Obligations
(in each case, as defined therein).
2
<PAGE>
4. Conditions Precedent to Amendment. This Amendment shall be effective upon
---------------------------------
satisfaction of each of the following conditions precedent:
4.1. This Amendment shall have been duly executed and delivered by each of
the Borrowers, Holdings, the Guarantors, the Administrative Agent and Required
Lenders.
4.2. All of the representations and warranties contained in the Credit
Agreement and any other documents executed in connection therewith are true and
correct on and as of the date hereof as though made on the date hereof.
5. Reference to and Effect Upon the Credit Agreement and other Loan
----------------------------------------------------------------
Agreements.
5.1. Except as specifically amended in Section 2, the Credit Agreement, the
Notes and each other Loan Document shall remain in full force and effect and
each is hereby ratified and confirmed.
5.2. 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), of the Credit Agreement
or any other Loan Document or (ii) prejudice any right, power or remedy which
any 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.
6. 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. Delivery of an
executed counterpart by facsimile shall be as effective as delivery of a
manually signed original counterpart.
7. Costs and Expenses. As provided in Section 8.04 of the Credit Agreement,
------------------
Borrowers shall pay the fees, costs and expenses incurred by the Administrative
Agent in connection with the preparation, execution and delivery of this
Amendment (including, without limitation, attorneys' fees).
8. 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.
9. 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]
3
<PAGE>
IN WITNESS WHEREOF, this Amendment No. 5 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: __________________________
Title:________________________
IPC FUNDING CORP.,
as Sub Borrower
By: __________________________
Title:________________________
IPC COMMUNICATIONS, INC.,
as a Loan Party
By: __________________________
Title:________________________
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral Agent,
Issuing Bank and Lender
By: __________________________
Title:________________________
FIRST UNION NATIONAL BANK,
as Lender
By: __________________________
Title:________________________
GMAC COMMERCIAL CREDIT LLC,
as a Lender
By: __________________________
Title:________________________
<PAGE>
INTERNATIONAL EXCHANGE NETWORKS, LTD., as a Guarantor
By: __________________________
Title:________________________
INTERNATIONAL EXCHANGE NETWORK CORP., as a Guarantor
By: __________________________
Title:________________________
HNG CORP., as a Guarantor
By: __________________________
Title:________________________
V BAND CORPORATION, as a Guarantor
By: __________________________
Title:________________________
IXNET, INC., as a Guarantor
By: __________________________
Title:________________________
<PAGE>
IPC INFORMATION SYSTEMS FAR EAST INC., as
a Guarantor
By: __________________________
Title:________________________
MXNET INC., as a Guarantor
By: __________________________
Title:________________________
IPC INFORMATION SYSTEMS ASIA PACIFIC,
LIMITED, as a Guarantor
By: __________________________
Title:________________________
IPC INFORMATION SYSTEMS CANADA, INC., as
a Guarantor
By: __________________________
Title:________________________
IXNET UK LIMITED, as a Guarantor
By: __________________________
Title:________________________
IPC INFORMATION SYSTEMS, as a Guarantor
By: __________________________
Title:________________________
IPC UK HOLDINGS, LTD., as a Guarantor
By: __________________________
Title:________________________
<PAGE>
IPC UK SPC LIMITED, as a Guarantor
By: __________________________
Title:________________________
SATURN GLOBAL NETWORK SERVICES HOLDINGS LIMITED,
as a Guarantor
By: __________________________
Title:________________________
IXNET AUSTRALIA PTY LIMITED, as a Guarantor
By: __________________________
Title:________________________
IXNET HONG KONG LIMITED (f/k/a Saturn Global
Network Services (Hong Kong) Limited), as a
Guarantor
By: __________________________
Title:________________________
SATURN GLOBAL NETWORK SERVICES (JAPAN) LTD., as a
Guarantor
By: __________________________
Title:________________________
SATURN GLOBAL NETWORK SERVICES (SINGAPORE)
PTE LTD., as a Guarantor
By: __________________________
Title:________________________
<PAGE>
EXHIBIT 10.28
CONSENT AND AMENDMENT NO. 6
-----------------------------
CONSENT AND AMENDMENT NO. 6, dated as of January 21, 2000 (this
"Consent and Amendment"), to Amended and Restated Credit Agreement, dated as of
June 21, 1999 (as amended by Amendment No. 1 thereto, dated as of July 1, 1999,
Amendment No. 2 thereto, dated as of August 12, 1999, Amendment No. 3 thereto,
dated as of September 24, 1999, Amendment No. 4 thereto, dated as of December
1, 1999 and Amendment No. 5 thereto, dated as of December 15, 1999, the "Credit
Agreement"), by and 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 and Administrative Agent, and First Union Capital
Markets, Inc., as Documentation Agent.
PRELIMINARY STATEMENTS
----------------------
A. International Exchange Networks, Ltd., a Delaware corporation
("IXnet") and an indirect Subsidiary of the Parent Borrower, desires to acquire
all of the outstanding shares of capital stock (the "Acquisition") of System
Programming and Network Computing, Inc., a Delaware corporation ("SPNC"), from
Sean Gilman ("Gilman") for an aggregate purchase price consisting of (1)
$300,000 in cash, (2) a promissory note to Gilman in the original principal
amount of $100,000 (the "Gilman Note") and (3) 6,080 shares of common stock of
IXnet, Inc., a Delaware corporation ("IXnet Holdings") and the direct parent of
IXnet, pursuant to the Stock Purchase Agreement by and among SPNC, IXnet and
Gilman, dated as of January 21, 2000 (the "Stock Purchase Agreement").
B. Section 5.02(f)(vii) of the Credit Agreement permits the Parent
Borrower and its Subsidiaries to make certain Investments, subject to the
satisfaction of certain conditions specified therein.
C. Section 5.02(g) of the Credit Agreement prohibits the Parent
Borrower and its Subsidiaries from issuing any shares of capital stock, subject
to certain exceptions specified therein.
D. Section 5.02(b)(iii)(B) of the Credit Agreement permits the Parent
Borrower and its Subsidiaries to incur Debt in connection with certain permitted
Investments, subject to the satisfaction of certain conditions specified
therein.
E. The Borrowers have requested that the Lenders amend Section
5.02(g) of the Credit Agreement as set forth herein.
F. The Lenders are willing to consent to the Acquisition and certain
related matters and to amend the Credit Agreement on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
<PAGE>
1. Definitions. The terms defined in the Credit Agreement and not otherwise
-----------
defined herein shall have the meanings ascribed to them in the Credit Agreement.
2. Consent. Subject to the satisfaction of the conditions set forth in Section
-------
4 hereof:
2.1. Notwithstanding the conditions set forth in clauses (2) and (4) of
Section 5.02(f)(vii) of the Credit Agreement, but subject to the satisfaction of
all other conditions set forth in Section 5.02(f)(vii) and to the compliance
with all other terms and conditions set forth in this Consent and Amendment and
the Credit Agreement (including without limitation, Section 5.01(o) of the
Credit Agreement), the Lenders hereby consent to the Acquisition.
2.2. Notwithstanding the provisions of Section 5.02(g) of the Credit
Agreement, but subject to the compliance with all other terms and conditions set
forth in this Consent and Amendment and the Credit Agreement, the Lenders
consent to (a) the issuance of 6,080 shares of common stock of IXnet Holdings as
part of the consideration for the Acquisition under the Stock Purchase Agreement
and (b) the issuance of 22,080 restricted shares of common stock of IXnet
Holdings to Gilman pursuant to the Restricted Stock Agreement, dated as of
January __, 2000, between IXnet and Gilman.
2.3. Notwithstanding the provision of Section 5.02(b)(iii)(B) of the Credit
Agreement that any Debt issued or incurred to finance an acquisition under
Section 5.02(f)(vii) be Subordinated Debt, but subject to the compliance with
all other provisions set forth in Section 5.02(b)(iii)(B) and all other terms
and conditions set forth in this Consent and Amendment and the Credit Agreement,
the Lenders consent to the issuance of the Gilman Note as part of the
consideration for the Acquisition under the Stock Purchase Agreement.
2.4. Each of the foregoing consents is only applicable and shall only be
effective in the specific instance and for the specific purpose for which made.
Each consent is expressly limited to the facts and circumstances referred to
herein and shall not operate (i) as a waiver of or consent to non-compliance
with any other Section or provision of the Credit Agreement or any other Loan
Document, (ii) as a waiver of any other right, power or remedy of either the
Administrative Agent or any Lender Party under the Credit Agreement or any other
Loan Document or (iii) as a waiver of or consent to any Default or Event of
Default under the Credit Agreement or any other Loan Document.
3. Amendment. Section 5.02(g) of the Credit Agreement is amended by deleting
---------
from clause (iii)(D) the words "twelve and six tenths percent (12.6%)" and
replacing them with the words "fourteen percent (14%)".
4. Conditions to Consent and Amendment. The effectiveness of the consents
-----------------------------------
contained in Section 2 and the amendment contained in Section 3 shall be subject
to the fulfillment of the condition precedent that the Borrowers, Holdings, the
Administrative Agent and the Required Lenders shall have executed and delivered
this Consent and Amendment to the Administrative Agent.
5. Reference to and Effect Upon the Credit Agreement and other Loan Documents.
--------------------------------------------------------------------------
Except as specifically amended hereby, the Credit Agreement, the Notes and each
other Loan Document shall remain in full force and effect and each is hereby
ratified and confirmed. Each reference in
<PAGE>
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.
6. Miscellaneous.
-------------
6.1. Governing Law. This Consent and Amendment shall be governed and
-------------
construed in accordance with the laws of the State of New York.
6.2. Counterparts. This Consent and Amendment may be signed in any number
------------
of counterparts with the same effect as if the signatures thereto and hereto
were upon the same instrument. Delivery of an executed signature page to this
Consent and Amendment by facsimile shall be as effective as delivery of an
original executed signature page.
6.3. Binding Effect; Assignment. This Consent and Amendment shall be
--------------------------
binding upon and inure to the benefit of the Borrowers and its respective
successors and to the benefit of the Administrative Agent and the Lenders and
their respective successors and assigns.
6.4. Fees and Expenses. The Borrowers shall pay the Administrative Agent
-----------------
for all reasonable expenses, including reasonable fees of legal counsel,
incurred by the Administrative Agent in connection with the preparation,
negotiation and execution of this Consent and Amendment and any related matters.
[SIGNATURE PAGES FOLLOW]
<PAGE>
IN WITNESS WHEREOF, this Consent and Amendment has been duly executed
as of the date first written above.
IPC INFORMATION SYSTEMS, INC.,
as Parent Borrower
By: __________________________
Title:________________________
IPC FUNDING CORP.,
as Sub Borrower
By:___________________________
Title:________________________
IPC COMMUNICATIONS, INC.,
as a Loan Party
By:___________________________
Title:________________________
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral Agent,
Issuing Bank and Lender
By:___________________________
Title:________________________
FIRST UNION NATIONAL BANK,
as a Lender
By: __________________________
Title: _______________________
GMAC COMMERCIAL CREDIT LLC,
as a Lender
By: __________________________
Title: _______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
INTERNATIONAL EXCHANGE NETWORKS,
LTD., as a Guarantor
By: ___________________________
Title:_________________________
<PAGE>
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
INTERNATIONAL EXCHANGE NETWORK
CORP., as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
HNG CORP., as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
V BAND CORPORATION, as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IXNET, INC., as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC INFORMATION SYSTEMS FAR EAST INC.,
as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
MXNET INC., as a Guarantor
By: __________________________
Title:________________________
<PAGE>
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC INFORMATION SYSTEMS ASIA PACIFIC,
LIMITED, as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC INFORMATION SYSTEMS CANADA, INC., as a
Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IXNET UK LIMITED, as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC INFORMATION SYSTEMS, as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC UK HOLDINGS, LTD., as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC UK SPC LIMITED, as a Guarantor
By: __________________________
Title:________________________
<PAGE>
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
SATURN GLOBAL NETWORK SERVICES HOLDINGS
LIMITED, as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IXNET AUSTRALIA PTY LIMITED, as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IXNET HONG KONG LIMITED (f/k/a Saturn Global
Network Services (Hong Kong) Limited), as a
Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
SATURN GLOBAL NETWORK SERVICES (JAPAN) LTD.,
as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
SATURN GLOBAL NETWORK SERVICES (SINGAPORE)
PTE LTD., as a Guarantor
By: __________________________
Title:________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 6 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC FUNDING CORP, as a Guarantor
By: __________________________
Title:________________________
<PAGE>
EXHIBIT 10.29
CONSENT AND AMENDMENT NO. 7
---------------------------
CONSENT AND AMENDMENT NO. 7, dated as of January 31, 2000 (this
"Consent and Amendment"), to Amended and Restated Credit Agreement, dated as of
June 21, 1999 (as amended by Amendment No. 1 thereto, dated as of July 1, 1999,
Amendment No. 2 thereto, dated as of August 12, 1999, Amendment No. 3 thereto,
dated as of September 24, 1999, Amendment No. 4 thereto, dated as of December 1,
1999, Amendment No. 5 thereto, dated as of December 15, 1999, and Amendment No.
6 thereto, dated as of January 21, 2000, the "Credit Agreement"), by and 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 and Administrative Agent, and First Union Capital Markets,
Inc., as Documentation Agent.
PRELIMINARY STATEMENTS
----------------------
A. International Exchange Networks, Ltd., a Delaware corporation
("IXnet") and an indirect Subsidiary of the Parent Borrower, desires to acquire
all of the outstanding shares of capital stock (the "Acquisition") of Business
Networks of New York, Inc., a New York corporation ("Business Networks"), from
Joseph Sciacca, Gerard Tsarnas and Joseph Fabiilli (collectively, the "Sellers")
for an aggregate purchase price consisting of (1) $24,500,000 in cash, and (2)
up to $4,000,000 in shares of common stock of IXnet, Inc., a Delaware
corporation ("IXnet Holdings") and the direct parent of IXnet, such number of
shares to be issued being calculated pursuant to the Stock Purchase Agreement by
and among Business Networks, IXnet and the Sellers, dated as of January 31, 2000
(the "Stock Purchase Agreement").
B. Section 5.02(f)(vii) of the Credit Agreement permits the Parent
Borrower and its Subsidiaries to make certain Investments, subject to the
satisfaction of certain conditions specified therein.
C. Section 5.02(f)(ix) of the Credit Agreement permits the Parent
Borrower and its Subsidiaries to make certain Investments with the IPO Net Cash
Proceeds, subject to the satisfaction of certain conditions specified therein.
D. Section 5.02(g) of the Credit Agreement prohibits the Parent
Borrower and its Subsidiaries from issuing any shares of capital stock, subject
to certain exceptions specified therein.
E. The Administrative Agent and Lenders are willing to consent to
the Acquisition and certain related matters and to amend the Credit Agreement on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
<PAGE>
1. Definitions. The terms defined in the Credit Agreement and not otherwise
-----------
defined herein shall have the meanings ascribed to them in the Credit Agreement.
2. Consent. Subject to the satisfaction of the condition set forth in Section
-------
4 hereof:
2.1. Notwithstanding the conditions set forth in clauses (2) and (4) of
Section 5.02(f)(vii) of the Credit Agreement or the provisions of Section
5.02(g) of the Credit Agreement, but subject to the satisfaction of all other
conditions set forth in Section 5.02(f)(vii) and to the compliance with all
other terms and conditions set forth in this Consent and Amendment, the Credit
Agreement (including without limitation, Section 5.01(o) of the Credit
Agreement) and the other Loan Documents, the Lenders hereby consent to the
issuance of up to $4,000,000 of shares of the common stock of IXnet Holdings as
part of the consideration for the Acquisition under the Stock Purchase Agreement
as an Investment under Section 5.02(f)(vii) of the Credit Agreement; provided,
--------
that, the exact number of shares to be issued shall be calculated pursuant to
- - ----
Sections 1.2(a) and 1.2(b) of the Stock Purchase Agreement and further provided,
------- --------
that, after giving effect to such stock issuance, such aggregate number of
- - ----
shares issued does not exceed 0.4% of the outstanding common stock of IXnet
Holdings.
2.2. Notwithstanding the conditions set forth in clauses (3) and (5) of
Section 5.02(f)(ix) of the Credit Agreement, but subject to the satisfaction of
all other conditions set forth in Section 5.02(f)(ix) and to the compliance with
all other terms and conditions set forth in this Consent and Amendment, the
Credit Agreement (including without limitation, Section 5.01(o) of the Credit
Agreement) and the other Loan Documents, the Lenders hereby consent to the
Investment of $24,500,000 of the IPO Net Cash Proceeds as part of the
consideration for the Acquisition under the Stock Purchase Agreement as an
Investment under Section 5.02(f)(ix) of the Credit Agreement.
2.3. Each of the foregoing consents is only applicable and shall only be
effective in the specific instance and for the specific purpose for which made.
Each consent is expressly limited to the facts and circumstances referred to
herein and shall not operate (i) as a waiver of or consent to non-compliance
with any other Section or provision of the Credit Agreement or any other Loan
Document, (ii) as a waiver of any other right, power or remedy of either the
Administrative Agent or any Lender Party under the Credit Agreement or any other
Loan Document or (iii) as a waiver of or consent to any Default or Event of
Default under the Credit Agreement or any other Loan Document.
3. Amendment. Section 5.03 of the Credit Agreement is amended by adding at
---------
the end thereof the following:
"(v) Capitalization. As soon as available and in any event within 30
--------------
days after the end of each quarter of each Fiscal Year, (i) a statement of the
number of options of IXnet Holdings granted and outstanding as of such date
(specifying which options are (a) exercisable and (b) unexercisable), (ii) a
statement of the total number of shares of IXnet Holdings outstanding as of such
date and (iii) a statement as to the percentage of the outstanding shares of
IXnet Holdings which are owned by Parent Borrower as of such date."
<PAGE>
4. Condition to Consent and Amendment. The effectiveness of the consents
----------------------------------
contained in Section 2 and the amendment contained in Section 3 shall be subject
to the fulfillment of the condition precedent that the Borrowers, Holdings, the
Administrative Agent and the Required Lenders shall have executed and delivered
this Consent and Amendment to the Administrative Agent.
5. Reference to and Effect Upon the Credit Agreement and other Loan Documents.
--------------------------------------------------------------------------
Except as specifically amended hereby, the Credit Agreement, the Notes and each
other Loan Document shall remain in full force and effect and each is hereby
ratified and confirmed. 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.
6. Miscellaneous.
-------------
6.1. Governing Law. This Consent and Amendment shall be governed and
-------------
construed in accordance with the laws of the State of New York (without giving
effect to its conflicts of law principles).
6.2. Counterparts. This Consent and Amendment may be signed in any
------------
number of counterparts with the same effect as if the signatures thereto and
hereto were upon the same instrument. Delivery of an executed signature page to
this Consent and Amendment by facsimile shall be as effective as delivery of an
original executed signature page.
6.3. Binding Effect; Assignment. This Consent and Amendment shall be
--------------------------
binding upon and inure to the benefit of the Borrowers and to the benefit of the
Administrative Agent and the Lenders and their respective permitted successors
and assigns.
6.4. Fees and Expenses. The Borrowers shall pay the Administrative
-----------------
Agent for all reasonable expenses, including reasonable fees of legal counsel,
incurred by the Administrative Agent in connection with the preparation,
negotiation and execution of this Consent and Amendment and any related matters.
[SIGNATURE PAGES FOLLOW]
<PAGE>
IN WITNESS WHEREOF, this Consent and Amendment has been duly executed
as of the date first written above.
IPC INFORMATION SYSTEMS, INC.,
as Parent Borrower
By: _________________________
Title:_______________________
IPC FUNDING CORP.,
as Sub Borrower
By:__________________________
Title:_______________________
IPC COMMUNICATIONS, INC.,
as a Loan Party
By:__________________________
Title:_______________________
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral Agent,
Issuing Bank and Lender
By:__________________________
Title:_______________________
FIRST UNION NATIONAL BANK,
as a Lender
By: ___________________________
Title: ________________________
<PAGE>
GMAC COMMERCIAL CREDIT LLC,
as a Lender
By: _____________________________
Title:___________________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
INTERNATIONAL EXCHANGE NETWORKS,
LTD., as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
INTERNATIONAL EXCHANGE NETWORK
CORP., as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
HNG CORP., as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
V BAND CORPORATION, as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IXNET, INC., as a Guarantor
By: _________________________
Title:_______________________
<PAGE>
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC INFORMATION SYSTEMS FAR EAST INC.,
as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
MXNET INC., as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC INFORMATION SYSTEMS ASIA
PACIFIC, LIMITED, as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC INFORMATION SYSTEMS CANADA, INC.,
as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IXNET UK LIMITED, as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC INFORMATION SYSTEMS, as a Guarantor
By: _________________________
Title:_______________________
<PAGE>
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC UK HOLDINGS, LTD., as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC UK SPC LIMITED, as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
SATURN GLOBAL NETWORK
SERVICES HOLDINGS LIMITED, as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IXNET AUSTRALIA PTY LIMITED, as a
Guarantor
By: _________________________
Title:_______________________
<PAGE>
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IXNET HONG KONG LIMITED (f/k/a Saturn
Global Network Services (Hong Kong) Limited)
as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
SATURN GLOBAL NETWORK SERVICES
(JAPAN) LTD., as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
SATURN GLOBAL NETWORK SERVICES
(SINGAPORE) PTE LTD., as a Guarantor
By: _________________________
Title:_______________________
The undersigned hereby acknowledges and consents to this Consent and
Amendment No. 7 and hereby ratifies and confirms the Guaranty and each other
Loan Document to which it is a party.
IPC FUNDING CORP, as a Guarantor
By: _________________________
Title:_______________________
<PAGE>
EXHIBIT 10.30
AMENDMENT NO. 8 AND WAIVER
--------------------------
THIS AMENDMENT NO. 8 AND WAIVER, dated as of February __, 2000 (this
"Amendment and Waiver"), 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 a Lender, and as Collateral Agent, Issuing Bank and Administrative Agent (the
"Administrative Agent") for the Lender Parties; and the other Lenders.
PRELIMINARY STATEMENTS
----------------------
A. Borrowers, Holdings, the Administrative Agent, the 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 (as
amended by Amendment No. 1 thereto, dated as of July 1, 1999, Amendment No. 2
thereto, dated as of August 12, 1999, Amendment No. 3 thereto, dated as of
September 24, 1999, Amendment No. 4 thereto, dated as of December 1, 1999,
Amendment No. 5 thereto, dated as of December 15, 1999, Amendment No. 6 thereto,
dated as of January 21, 2000 and Amendment No. 7 thereto, dated as of January
31, 2000, as so amended, the "Credit Agreement").
B. Borrowers, Holdings, the Administrative Agent and the Lenders are
desirous of amending certain Sections of, waiving compliance with certain
specified provisions of, and making certain other changes to, the Credit
Agreement, all as and to the extent set forth in this Amendment and Waiver and
subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
1. Definitions. The terms defined in the Credit Agreement and not otherwise
-----------
defined herein shall have the meanings ascribed to them in the Credit Agreement.
2. Waivers. Subject to the satisfaction of the conditions set forth in
-------
Section 5 hereof:
2.1. The Administrative Agent and the Lenders hereby waive any Events of
Default which may exist as a result of the Borrower's failure to satisfy the
financial covenant contained in Section 5.04(c) of the Credit Agreement for any
period ended on or before December 31, 1999.
2.2. The foregoing waiver is only applicable and shall only be effective
in the specific instance and for the specific purpose for which made. Such
waiver is expressly limited to the facts and circumstances referred to herein
and shall not operate (i) as a waiver of or consent to non-compliance with any
other Section or provision of the Credit Agreement or any other Loan Document,
(ii) as a waiver of any other right, power or remedy of the Administrative
Agent, the Collateral Agent or any Lender Party under the Credit Agreement or
any other Loan Document
1
<PAGE>
or (iii) as a waiver of or consent to any Default or Event of Default under the
Credit Agreement or any other Loan Document, other than as provided in Section
2.1 above.
3. Amendments. Subject to the satisfaction of the conditions set forth in
----------
Section 5 hereof:
3.1. Section 2.04(c) of the Credit Agreement is deleted in its entirety
and replaced by the following:
"(c) Term Loan Advances. The Parent Borrower shall repay to the
------------------
Administrative Agent for the ratable account of the Term Loan Lenders the
aggregate outstanding principal amount of the Term Loan Advances to the Parent
Borrower on the following dates in the amounts indicated (which amounts shall be
reduced as a result of the application of prepayments in accordance with the
order of priority set forth in Section 2.06):
Date Amount
- - ---- ------
September 30, 1999 $1,300,000
December 31, 1999 $1,300,000
February 29, 2000 $1,300,000
March 31, 2000 $1,300,000
April 30, 2000 $1,300,000
May 31, 2000 $1,300,000
June 30, 2000 $1,300,000
July 31, 2000 $1,300,000
August 31, 2000 $1,300,000
September 30, 2000 $1,300,000
October 31, 2000 $ 500,000
November 30, 2000 $ 500,000
December 31, 2000 $ 500,000
January 31, 2001 $ 500,000
February 28, 2001 $ 500,000
March 31, 2001 $ 500,000
April 30, 2001 $ 500,000
May 31, 2001 $ 500,000
June 30, 2001 $ 500,000
July 31, 2001 $ 500,000
August 31, 2001 $ 500,000
September 30, 2001 $ 500,000
October 31, 2001 $ 500,000
November 30, 2001 $ 500,000
provided, however, that the final principal installment shall be in an amount
- - -------- -------
equal to the aggregate principal amount of the Term Loan Advances outstanding on
such date."
3.2. Section 5.04 of the Credit Agreement, Financial Covenants, is
deleted in its entirety and replaced by the following:
2
<PAGE>
" SECTION 5.04. Financial Covenants. So long as any Advance shall
-------------------
remain unpaid, any Letter of Credit shall be outstanding or any Lender Party
shall have any Commitment hereunder, the Parent Borrower shall:
(a) Minimum EBITDA. Maintain at the end of each fiscal quarter of the
--------------
Parent Borrower, EBITDA of not less than the amount set forth below for
each four consecutive fiscal quarter period set forth below:
Four Fiscal Quarters Ending Amount
--------------------------- ------
September 30, 1998 $24,000,000
December 31, 1998 $26,000,000
March 31, 1999 $28,600,000
June 30, 1999 $31,000,000
September 30, 1999 $36,000,000
December 31, 1999 $31,000,000
March 31, 2000 $19,500,000
June 30, 2000 $21,500,000
September 30, 2000 $30,000,000
December 31, 2000 $39,000,000
March 31, 2001 $48,000,000
June 30, 2001 $51,000,000
September 30, 2001 $51,500,000
December 31, 2001 $55,000,000
March 31, 2002 $61,500,000
June 30, 2002 $72,000,000
September 30, 2002 $80,500,000
December 31, 2002 $89,000,000
March 31, 2003 $99,500,000
June 30, 2003 $107,00,000
(b) Interest Coverage Ratio. Maintain at the end of each fiscal
-----------------------
quarter of the Parent Borrower a ratio of Consolidated EBITDA to cash
interest payable on all Debt of the Parent Borrower and its Subsidiaries,
in each case for the four consecutive fiscal quarter period ending on the
date set forth below, of not less than the ratio set forth below:
Four Fiscal Quarters Ending Ratio
--------------------------- -----
June 30, 1999 4.00:1.00
September 30, 1999 4.00:1.00
December 31, 1999 4.00:1.00
3
<PAGE>
March 31, 2000 3.10:1.00
June 30, 2000 2.80:1.00
September 30, 2000 3.50:1.00
December 31, 2000 4.00:1.00
March 31, 2001 4.00:1.00
June 30, 2001 3.30:1.00
September 30, 2001 2.35:1.00
December 31, 2001 1.90:1.00
March 31, 2002 1.75:1.00
June 30, 2002 2.00:1.00
September 30, 2002 2.30:1.00
December 31, 2002 2.60:1.00
March 31, 2003 3.00:1.00
June 30, 2003 3.50:1.00
(c) Leverage Ratio. Maintain at the end of each fiscal quarter of the
--------------
Parent Borrower a Leverage Ratio of the Parent Borrower and its
Subsidiaries, in each case for the four consecutive fiscal quarter period
ending on the date set forth below, of not more than the ratio set forth
below (provided, however, that, solely for the periods ending on September
-------- -------
30, 1999, December 31, 1999, March 31, 2000 and June 30, 2000, any amount
of Debt expressly permitted under Section 5.02(b)(ii)(C) (including,
without limitation, clause (y) thereof) that is outstanding at such time
shall not be included in the calculation of the Leverage Ratio for such
period):
Four Fiscal Quarters Ending Ratio
--------------------------- -----
June 30, 1999 5.90:1.00
September 30, 1999 7.70:1.00
December 31, 1999 9.70:1.00
March 31, 2000 15.50:1.00
June 30, 2000 14.50:1.00
September 30, 2000 10.70:1.00
December 31, 2000 8.50:1.00
March 31, 2001 7.00:1.00
June 30, 2001 6.65:1.00
September 30, 2001 6.60:1.00
December 31, 2001 6.10:1.00
March 31, 2002 5.30:1.00
June 30, 2002 4.50:1.00
September 30, 2002 3.90:1.00
December 31, 2002 3.40:1.00
4
<PAGE>
March 31, 2003 3.00:1.00
June 30, 2003 2.60:1.00
(d) Fixed Charge Coverage Ratio. Maintain at the end of each fiscal
---------------------------
quarter of the Parent Borrower a ratio of (i) EBITDA for the most recently
completed four fiscal quarters of the Parent Borrower and its Subsidiaries,
less Capital Expenditures made by the Parent Borrower and its Subsidiaries
----
during such period, other than (x) Capital Expenditures to the extent
financed by Capitalized Leases (but only to the extent so financed and not
paid in cash), (y) Capital Expenditures to the extent financed by purchase
money indebtedness (but only to the extent so financed and not paid in
cash) and (z) Capital Expenditures made by IXnet and its Subsidiaries out
of the IPO Net Cash Proceeds (but only to the extent so made out of the IPO
Net Cash Proceeds) (in the case of (x), (y) and (z) only to the extent that
such transactions otherwise are permitted by, and in compliance with, the
terms and conditions of this Agreement), less the aggregate amount of
----
federal, state, local and foreign income taxes paid by the Parent Borrower
and its Subsidiaries in cash during such period, other than (x) various
foreign income taxes paid by Foreign Subsidiaries to the extent that such
foreign income taxes do not in the aggregate exceed $1,000,000 during such
period, (y) the payment by IPC UK in June 1999 of certain foreign income
taxes in the aggregate amount of approximately (Pounds)4,200,000 and (z)
the payment by IPC UK in July 1999 of the ACT (Advance Corporation Tax) in
the aggregate amount of approximately (Pounds)5,625,000, less cash
----
dividends paid by the Parent Borrower to the holder of its common stock
(i.e. Holdings) during such period to the extent that the Parent Borrower
is expressly permitted to pay such dividends under this Agreement, to the
(ii) sum of (x) cash interest payable by the Parent Borrower and its
Subsidiaries on all Debt during such period plus (y) principal amounts of
----
all Debt payable by the Parent Borrower and its Subsidiaries during such
period, of not less than the ratio set forth below for such period
(provided, however, that, solely for the periods ending on September 30,
--------- ------- ----
1999, December 31, 1999, March 31, 2000 and June 30, 2000, any amount of
Debt expressly permitted under Section 5.02(b)(ii)(C) (including, without
limitation, clause (y) thereof) that is outstanding at such time shall not
be included in the calculation of the Fixed Charge Coverage Ratio for such
period:
Four Fiscal Quarters Ending Ratio
--------------------------- -----
June 30, 1999 1.06:1.00
September 30, 1999 1.07:1.00
December 31, 1999 1.30:1.00
March 31, 2000 .85:1.00
June 30, 2000 .75:1.00
September 30, 2000 .90:1.00
December 31, 2000 1.10:1.00
5
<PAGE>
March 31, 2001 1.40:1.00
June 30, 2001 1.30:1.00
September 30, 2001 1.20:1.00
December 31, 2001 1.05:1.00
March 31, 2002 1.00:1.00
June 30, 2002 1.20:1.00
September 30, 2002 1.00:1.00
December 31, 2002 1.00:1.00
March 31, 2003 1.00:1.00
and thereafter"
3.3. Section 5.02(g) of the Credit Agreement is amended by deleting from
clause (iii)(D) the words "fourteen percent (14%)"and replacing them with the
words "fifteen and three tenths percent (15.3%)".
4. Acknowledgment and Consent of Guarantors. Each Guarantor hereby consents
----------------------------------------
to this Amendment and Waiver and hereby confirms and agrees that (a)
notwithstanding the effectiveness of this Amendment and Waiver or any of the
other prior amendments comprising part of the Credit Agreement, the Guaranty and
each other Loan Document to which it is a party is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects, and
(b) the Collateral Documents to which such Guarantor is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of
all of the Secured Obligations (in each case, as defined therein).
5. Conditions to Amendment and Waiver. The effectiveness of the waivers
----------------------------------
contained in Section 2 and the amendments contained in Section 3 shall be
subject to the fulfillment of the following conditions precedent in a manner
acceptable to the Administrative Agent:
5.1. The Borrowers, Holdings, each of the Guarantors, the Administrative
Agent and the Lenders shall have executed and delivered this Amendment and
Waiver to the Administrative Agent.
5.2. A favorable opinion of Skadden, Arps, Slate, Meagher & Flom, LLP,
counsel for the Borrowers, addressed to the Administrative Agent, Collateral
Agent and each of the Lender Parties, in form and substance satisfactory to the
Administrative Agent, the Collateral Agent and the Lender Parties as to such
matters as the Administrative Agent may request shall have been delivered to the
Administrative Agent, Collateral Agent and Lender Parties.
5.3. Certified copies of resolutions of the Board of Directors of each of
the Borrowers approving this Amendment and Waiver and the matters contemplated
hereby shall have been delivered to the Administrative Agent, Collateral Agent
and the Lender Parties.
5.4. The Parent Borrower shall have paid an amendment fee in an amount
equal to $100,000 to the Administrative Agent, for the pro rata account of each
Lender that timely
6
<PAGE>
executes and delivers its signature page evidencing its agreement to this
Amendment and Waiver.
6. Reference to and Effect Upon the Credit Agreement and other Loan Documents.
--------------------------------------------------------------------------
Except as specifically amended hereby, the Credit Agreement, the Notes and each
other Loan Document shall remain in full force and effect and each is hereby
ratified and confirmed. 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.
7. Miscellaneous.
-------------
7.1. Governing Law. This Amendment and Waiver shall be governed and
-------------
construed in accordance with the laws of the State of New York (without giving
effect to its conflicts of law principles).
7.2. Counterparts. This Amendment and Waiver may be signed in any number
------------
of counterparts with the same effect as if the signatures thereto and hereto
were upon the same instrument. Delivery of an executed signature page to this
Amendment and Waiver by facsimile shall be as effective as delivery of an
original executed signature page.
7.3. Binding Effect; Assignment. This Amendment and Waiver shall be
--------------------------
binding upon and inure to the benefit of the Borrowers and to the benefit of the
Administrative Agent, the Collateral Agent and the Lenders and their respective
permitted successors and assigns.
7.4. Fees and Expenses. The Borrowers shall pay the Administrative Agent
-----------------
for all reasonable expenses, including reasonable fees of legal counsel,
incurred by the Administrative Agent in connection with the preparation,
negotiation and execution of this Amendment and Waiver and any related matters.
[SIGNATURE PAGES FOLLOW]
7
<PAGE>
IN WITNESS WHEREOF, this Amendment and Waiver has been duly executed
as of the date first written above.
IPC INFORMATION SYSTEMS, INC.,
as Parent Borrower
By: ___________________________
Title:_________________________
IPC FUNDING CORP.,
as Sub Borrower
By:____________________________
Title:_________________________
IPC COMMUNICATIONS, INC.,
as a Loan Party
By:____________________________
Title:_________________________
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral Agent,
Issuing Bank and Lender
By:____________________________
Title:_________________________
IPC FUNDING CORP.,
as Sub Borrower
By:____________________________
Title:_________________________
<PAGE>
IPC COMMUNICATIONS, INC.,
as a Loan Pary
By:____________________________
Title:_________________________
GENERAL ELECTRIC CAPITAL CORPORATION
as Administration Agent, Collateral Agent,
Issuing Bank and Lender
By:____________________________
Title:_________________________
FIRST UNION NATIONAL BANK,
as a Lender
By: ___________________________
Title:_________________________
GMAC COMMERCIAL CREDIT LLC,
as a Lender
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
INTERNATIONAL EXCHANGE NETWORKS,
LTD., as a Guarantor
By: ___________________________
Title:_________________________
<PAGE>
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
INTERNATIONAL EXCHANGE NETWORK
CORP., as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
HNG CORP., as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
V BAND CORPORATION, as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IXNET, INC., as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IPC INFORMATION SYSTEMS FAR EAST INC.,
as a Guarantor
By: ___________________________
Title:_________________________
<PAGE>
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
MXNET INC., as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IPC INFORMATION SYSTEMS ASIA
PACIFIC, LIMITED, as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IPC INFORMATION SYSTEMS CANADA, INC.,
as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IXNET UK LIMITED, as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IPC INFORMATION SYSTEMS, as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IPC UK HOLDINGS, LTD., as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IPC UK SPC LIMITED, as a Guarantor
By: ___________________________
Title:_________________________
<PAGE>
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
SATURN GLOBAL NETWORK SERVICES
HOLDINGS LIMITED, as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IXNET AUSTRALIA PTY LIMITED, as a
Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IXNET HONG KONG LIMITED (f/k/a Saturn
Global Network Services (Hong Kong)
Limited), as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
SATURN GLOBAL NETWORK SERVICES
(JAPAN) LTD., as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
SATURN GLOBAL NETWORK SERVICES
(SINGAPORE) PTE LTD., as a Guarantor
By: ___________________________
Title:_________________________
The undersigned hereby acknowledges and consents to this Amendment No.
8 and Waiver and hereby ratifies and confirms the Guaranty and each other Loan
Document to which it is a party.
IPC FUNDING CORP, as a Guarantor
By: ___________________________
Title:_________________________
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 13,760
<SECURITIES> 69,669
<RECEIVABLES> 75,567
<ALLOWANCES> 4,421
<INVENTORY> 31,373
<CURRENT-ASSETS> 208,211
<PP&E> 105,740
<DEPRECIATION> 57,310
<TOTAL-ASSETS> 395,209
<CURRENT-LIABILITIES> 136,504
<BONDS> 273,937
0
0
<COMMON> 86
<OTHER-SE> (396)
<TOTAL-LIABILITY-AND-EQUITY> 395,209
<SALES> 83,480
<TOTAL-REVENUES> 83,480
<CGS> 61,727
<TOTAL-COSTS> 21,753
<OTHER-EXPENSES> 196
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,795
<INCOME-PRETAX> (18,815)
<INCOME-TAX> 1,241
<INCOME-CONTINUING> (20,056)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,489)
<EPS-BASIC> (1.95)
<EPS-DILUTED> (1.95)
</TABLE>
