EXHIBIT 10.21



 





EXHIBIT 10.21



Execution Version



SECOND AMENDMENT AND CONSENT RELATED TO

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




     THIS SECOND AMENDMENT AND CONSENT RELATED TO AMENDED AND RESTATED CREDIT
AND GUARANTY AGREEMENT (this “Amendment”), is made and entered into as of
November 30, 2004, by and among IPC ACQUISITION CORP., a Delaware corporation
(the “Borrower”), certain subsidiaries of the Borrower signatory hereto (the
“Guarantors”), the Lenders signatory hereto, and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as Administrative Agent and Collateral
Agent for the Lenders (the “Agent”).



W I T N E S S E T H:




     WHEREAS, the Borrower, the Guarantors, Goldman Sachs Credit Partners L.P.,
as Sole Lead Arranger and Syndication Agent, CIT Lending Services Corporation,
as Documentation Agent, the Lenders and the Agent are parties to that certain
Amended and Restated Credit and Guaranty Agreement, dated as of August 29, 2003
(as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”; capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Credit Agreement),
pursuant to which, among other things, the Lenders have made certain financial
accommodations available to the Borrower; and



     WHEREAS, the Borrower has requested that (i) the Lenders and the Agent
consent to the acquisition of all of the issued and outstanding stock of
Orbacom Systems Inc., a New Jersey corporation (“Orbacom”), by IPC Information
Systems Holdings, Inc., a Delaware corporation (“Holdings”), pursuant to that
certain Stock Purchase Agreement, dated as of October 1, 2004 (the “Orbacom
Purchase Agreement”) by and among Orbacom, Holdings, IPC Information Systems,
LLC, a Delaware limited liability company (“IPC Information Systems”), and the
individual sellers listed on the signature pages thereto (the transactions
contemplated by the Orbacom Purchase Agreement are referred to as the “Orbacom
Acquisition”) and (ii) the Lenders and the Agent agree to amend the Credit
Agreement in certain other respects, all as more fully set forth herein and
subject to the terms and conditions hereof, and the Lenders are willing to do
so.



     NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of all of which are acknowledged, the Borrower, the Guarantors, the
Lenders and the Agent agree as follows:



 









 





     1. Consent. The Borrower hereby requests, and subject to the terms and
conditions contained herein, the Lenders and the Agent hereby agree and consent
to the Orbacom Acquisition.



     2. Amendments.



          (a) Amendments to Section 1. The Credit Agreement is hereby amended by
inserting the following new definitions of “Holdings”, “IPC Information
Systems”, “Second Amendment”, “Second Amendment Effective Date”, “Orbacom”,
“Orbacom Acquisition” and “Orbacom Purchase Agreement” into Section 1 of the
Credit Agreement in the appropriate alphabetical order:




     ”Holdings” means IPC Information Systems Holdings, Inc., a
Delaware corporation.




     ”IPC Information Systems” means IPC Information Systems,
LLC, a Delaware limited liability company.




     ”Orbacom” means Orbacom Systems Inc., a New Jersey
corporation.




     ”Orbacom Acquisition” means the purchase of all of the issued
and outstanding shares of stock of Orbacom by Holdings, pursuant
to the Orbacom Purchase Agreement.




     ”Orbacom Purchase Agreement” means that certain Stock
Purchase Agreement, dated as of October 1, 2004, by and among
Orbacom, Holdings, IPC Information Systems, and the individual
sellers listed on the signature pages thereto, together with all
exhibits, schedules, amendments, consents and other documents
related thereto.




     ”Second Amendment” means the Second Amendment and Consent
Related to Amended and Restated Credit and Guaranty Agreement,
dated as of November 30, 2004, by and among the Borrower, certain
Subsidiaries of the Borrower signatory thereto, the Agent and the
Lenders.




     ”Second Amendment Effective Date” means the date on which the
conditions precedent set forth in Section 3 of the Second
Amendment are satisfied.



          (b) Further Amendment to Section 1. The Credit Agreement is hereby
further amended by replacing the definition of “Permitted Acquisition”
contained in Section 1 of the Credit Agreement with the following definition:




"Permitted Acquisition” means (i) the Orbacom Acquisition; and
(ii) any acquisition by Company or any of its wholly-owned
Guarantor Subsidiaries, whether by purchase, merger or otherwise,
of all or substantially all of the assets



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of, all of the Capital Stock of, or a business line or unit of or
division of, any Person, provided,




     (a) immediately prior to, and after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing
or would result therefrom;




     (b) all transactions in connection therewith shall be
consummated, in all material respects, in accordance with all
applicable laws and in conformity with all applicable Governmental
Authorizations;




     (c) in the case of the acquisition of Capital Stock, all of
the Capital Stock except for any such Securities in the nature of
directors’ qualifying shares required pursuant to applicable law)
acquired or otherwise issued by such Person or any newly formed
Subsidiary of Company in connection with such acquisition shall be
owned 100% by Company or a Guarantor Subsidiary thereof, and
Company shall have taken, or caused to be taken, as of the date
such Person becomes a Subsidiary of Company, each of the actions
set forth in Sections 5.10 and/or 5.11, as applicable;




     (d) Company and its Subsidiaries shall be in compliance with
the financial covenants set forth in Section 6.8 on a pro forma
basis after giving effect to such acquisition as of the last day
of the Fiscal Quarter most recently ended and as of the last day
of the current Fiscal Quarter (as projected);




     (e) Company shall have delivered to Administrative Agent (A)
at least ten (10) Business Days prior to such proposed
acquisition, a Compliance Certificate evidencing compliance with
Section 6.8 as required under clause (iv) above, together with all
relevant financial information with respect to such acquired
assets, including, without limitation, the aggregate consideration
for such acquisition and any other information required to
demonstrate compliance with Section 6.8; and




     (f) any Person or assets or division as acquired in
accordance herewith shall be in the same business or lines of
business in which Company and/or its Subsidiaries are engaged as
of the Effective Date or, other related lines of business.



          (c) Amendment to Section 6.9. Section 6.9(e) of the Credit Agreement is
hereby amended by deleting clause (e) in its entirety and by replacing it with
the following:




     (e) Permitted Acquisitions, either (A) as specified on
Schedule 6.9(e), (B) the aggregate Cash consideration (together
with (i) the aggregate principal amount of any Indebtedness
assumed and (ii) any Earn-Out Obligations paid by Company and its
Subsidiaries in connection therewith) for which does not exceed
$25,000,000 in the aggregate (the “Permitted Acquisition
Threshold”) from the Second Amendment Effective Date to the date
of determination; provided,



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however, that the purchase price payable in connection with
the Orbacom Acquisition shall not be included in the calculation
of the Permitted Acquisition Threshold; provided, further, that on
and after the date that the Senior Secured Leverage Ratio is
0.90:1.00 or less, Company and its Subsidiaries may also make
Permitted Acquisitions for additional Cash consideration
(including the aggregate principal amount of any Indebtedness
assumed) for which does not exceed, in any Fiscal Year, an amount
equal to 25% of Company’s Consolidated Excess Cash Flow for the
most recently completed Fiscal Year prior to the date of
consummation of such Permitted Acquisition or (C) to the extent
made in consideration of the issuance of Capital Stock by the
Company or with the proceeds of issuances of Capital Stock of the
Company, which proceeds are not required to be used to prepay the
Loans pursuant to Section 2.12(c);



     3. Conditions to Effectiveness. Notwithstanding any other provision of
this Amendment and without affecting in any manner the rights of the Lenders
and the Agent hereunder, it is understood and agreed that this Amendment shall
not become effective, and the Borrower shall have no rights under this
Amendment, unless and until the Agent shall have received the following on or
as soon as practicable after, but not later than ten (10) days after, the date
of this Amendment:



          (a) duly executed, original signature pages to this Amendment from the
Lenders, the Borrower, the Agent, Orbacom and each Guarantor;



          (b) duly executed, original reliance letters of counsel for each of
Holdings, IPC Information Systems and Orbacom for the opinions delivered in
connection with the Orbacom Acquisition, each in form and substance
satisfactory to the Agent and its counsel, dated the Second Amendment Effective
Date;



          (c) copies of duly executed payoff letters in form and substance
reasonably satisfactory to the Agent, by and between all holders of outstanding
Indebtedness with respect to the assets, properties and businesses of Orbacom
on the Second Amendment Effective Date, evidencing repayment in full of all
such Indebtedness, together with (i) authorization for the Agent to file UCC-3
or other appropriate termination statements, releases and terminations, in form
and substance satisfactory to the Agent, releasing all liens of the holders of
such Indebtedness upon any of the assets, properties and businesses being so
acquired, and (ii) termination of all blocked account agreements, bank agency
agreements or other similar agreements or arrangements or arrangements in favor
of such holders;



          (d) evidence that, other than the payment of the Purchase Price (as such
term is defined in the Orbacom Purchase Agreement), the transactions
contemplated by the Orbacom Purchase Agreement have been consummated, together
with certified copies of the Orbacom Purchase Agreement and final and complete
copies of each of the other documents executed in connection therewith, each of
which shall be in full force and effect on the Second Amendment Effective Date
and shall be in form and substance satisfactory to the Agent;



          (e) duly executed, original opinion letters of each of (i) Fried, Frank,
Harris, Shriver & Jacobson LLP (“FFHSJ”) and (ii) Wollmuth Mayer & Deutsch LLP
(“WMD”),



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together with any local counsel opinions requested by the Agent, each in
form and substance satisfactory to the Agent and its counsel, dated the Second
Amendment Effective Date, and accompanied by a letter addressed to each of
FFHSJ and WMD from Orbacom, authorizing and directing such counsel to address
its opinion to the Agent, on behalf of Lenders;




          (f) duly executed, originals of the Counterpart Agreement from Orbacom,
pursuant to which Orbacom shall become a “Guarantor” under the Credit Agreement
and a “Grantor” under the Pledge and Security Agreement, together with all
schedules thereto;



          (g) duly executed, originals of the Pledge Supplement from Holdings,
pursuant to which Holdings shall pledge all of the issued and outstanding
shares of stock of Orbacom to the Agent for the benefit of the Lenders;



          (h) original stock certificates of Orbacom, which represent all of the
issued and outstanding shares of stock of Orbacom, together with stock powers
executed in blank;



          (i) evidence that the assets, properties and businesses of Orbacom have
insurance coverage as required by Section 5.5 of the Credit Agreement;



          (j) duly executed, originals of a certificate of the chief financial
officer or the chief executive officer of the Borrower to the effect that
Holdings will be Solvent upon the consummation of the Orbacom Acquisition;



          (k) payment of all reasonable fees and expenses of the Agent and the
Lenders owing as of the Second Amendment Effective Date, including without
limitation all fees and expenses of counsel to the Agent and receipt by the
Agent, for the benefit of the Agent, of an amendment fee in an amount equal to
$112,500, such fee to be fully earned and non-refundable on the Second
Amendment Effective Date (the “Amendment Fee”). Upon receipt of the Amendment
Fee, the Agent shall promptly distribute to each Lender signatory hereto its
Pro Rata Share thereof;



          (l) evidence satisfactory to the Agent, that the Purchase Price (as such
term is defined in the Orbacom Purchase Agreement) payable in connection with
the Orbacom Acquisition shall not exceed $18,000,000 in the aggregate;



          (m) evidence satisfactory to the Agent that the Agent (for the benefit of
itself and Lenders) has a valid and perfected First Priority security interest
in the Collateral being acquired pursuant to the Orbacom Acquisition, including
(i) such documents duly executed by Orbacom (including financing statements
under the UCC, originals of the Intellectual Property Security Agreements, and
other applicable documents under the laws of any jurisdiction with respect to
the perfection of Liens) as the Agent may request in order to perfect its
security interests in such Collateral and (ii) copies of UCC search reports
listing all effective financing statements that name Orbacom as debtor,
together with copies of such financing statements, none of which shall cover
the Collateral other than Permitted Liens;



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          (n) copies of the resolutions of the sole Member of IPC Information
Systems, approving and authorizing the execution, delivery and performance of
the Orbacom Purchase Agreement and the transactions to be consummated in
connection therewith, each certified as of the Second Amendment Effective Date
by its corporate secretary or an assistant secretary as being in full force and
effect without any modification or amendment;



          (o) copies of the resolutions of the Board of Directors of Holdings,
approving and authorizing the execution, delivery and performance of the
Orbacom Purchase Agreement and the transactions to be consummated in connection
therewith, each certified as of the Second Amendment Effective Date by its
corporate secretary or an assistant secretary as being in full force and effect
without any modification or amendment;



          (p) Orbacom’s (i) charter and all amendments thereto and (ii) good
standing certificates and certificates of qualification to conduct business in
each jurisdiction where ownership or lease of property or the conduct of its
business requires such qualification, except in jurisdictions where the failure
to be so qualified or in good standing has not had, and could not be reasonably
expected to have, a Material Adverse Effect, each dated a recent date prior to
the Second Amendment Effective Date and certified by the applicable Secretary
of State or other authorized Governmental Authority;



          (q) Orbacom’s (i) bylaws, together with all amendments thereto and (ii)
resolutions of its Board of Directors, approving and authorizing the execution,
delivery and performance of the Credit Documents to which it is a party and the
transactions to be consummated in connection therewith, each certified as of
the Second Amendment Effective Date by its corporate secretary or an assistant
secretary as being in full force and effect without any modification or
amendment;



          (r) signature and incumbency certificates of the officers of Orbacom
executing any of the Credit Documents, certified as of the Second Amendment
Effective Date by its corporate secretary or an assistant secretary as being
true, accurate, correct and complete;



          (s) duly executed, originals of a certificate of an Authorized Officer of
the Borrower, dated the Second Amendment Effective Date, stating that, (i)
since September 30, 2003, no event or condition has occurred or is existing
which could reasonably be expected to have a Material Adverse Effect; and (ii)
upon the consummation of the transactions contemplated by the Second Amendment,
no Default or Event of Default has occurred or would arise therefrom;



          (t) duly executed, original of an Assignment of Representations,
Warranties, Covenants, Indemnities and Rights in respect of the rights of IPC
Information Systems and Holdings under the Orbacom Purchase Agreement, which
assignment shall be expressly permitted under the Orbacom Purchase Agreement or
shall have been consented to by the Sellers (as such term is defined in the
Orbacom Purchase Agreement) in writing;



          (u) either (i) a duly executed Landlord Personal Property Collateral
Access Agreement for 1704 Taylors Lane, Units 1-8, Cinnaminson, New Jersey
substantially in the form



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attached as Exhibit K to the Credit Agreement or (ii) a certificate duly
executed by an Authorized Officer of Orbacom certifying that Orbacom used
commercially reasonable efforts to obtain such Landlord Personal Property
Collateral Access Agreement but was unable to do so;




          (v) evidence satisfactory to the Agent that the New Jersey Industrial Site
Recovery Act (“ISRA”) clearance from the New Jersey Department of Environmental
Protection has been obtained in connection with the Orbacom Acquisition; and



          (w) such other certificates, documents and agreements respecting any
Credit Party as the Agent may reasonably request.



     4. Representations and Warranties. To induce the Lenders and the Agent to
enter into this Amendment, the Borrower, Orbacom and each Guarantor
(collectively, the “Credit Parties”) hereby represent and warrant to the
Lenders and the Agent that:



          (a) The execution, delivery and performance by each Credit Party of this
Amendment does not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to such Credit Party, any of the
Organizational Documents of such Credit Party, or any order, judgment or decree
of any court or other agency of government binding on such Credit Party except
to the extent such violation could not be reasonably expected to have a
Material Adverse Effect; (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of such Credit Party except to the extent such conflict,
breach or default could not reasonably be expected to have a Material Adverse
Effect; (iii) result in or require the creation or imposition of any Lien upon
any of the properties or assets of such Credit Party (other than any Liens
created under any of the Credit Documents in favor of the Agent, on behalf of
Secured Parties); or (iv) require any approval of stockholders, members or
partners or any approval or consent of any Person under any Contractual
Obligation of such Credit Party, except for such approvals or consents which
will be obtained on or before the Second Amendment Effective Date and disclosed
in writing to the Agent and the Lenders and except for any such approvals or
consents the failure of which to obtain will not have a Material Adverse
Effect;



          (b) This Amendment has been duly executed and delivered for the benefit of
or on behalf of each Credit Party and constitutes a legal, valid and binding
obligation of each Credit Party, enforceable against such Credit Party in
accordance with its terms except as the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability;



          (c) After giving effect to this Amendment, the representations and
warranties contained in the Credit Agreement and the other Credit Documents are
true and correct in all material respects (except that, to the extent any such
representation or warranty is qualified by materiality or Material Adverse
Effect, such representation or warranty shall be true and correct in all
respects), except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects (except
that, to the extent any such representation or warranty is qualified by



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materiality or Material Adverse Effect, such representation or warranty shall
be true and correct in all respects) on and as of such earlier date, and no
Default or Event of Default has occurred and is continuing as of the date
hereof;




          (d) With the exception of ISRA clearance from the New Jersey Department of
Environmental Protection, the execution, delivery and performance of the
Orbacom Purchase Agreement and this Amendment and the consummation of the
Orbacom Acquisition do not and will not require any registration with, consent
or approval of, or notice to, or other action to, with or by, any Governmental
Authority except for filings and recordings with respect to the Collateral to
be made or otherwise delivered to the Agent for filing and/or recordation.



          (e) As of the Second Amendment Effective Date, other than with respect to
items covered by Holdings’ indemnification rights under the Obracom Purchase
Agreement, Orbacom shall have no known contingent liability or liability for
taxes, long-term leases or unusual or forward or long-term commitment which, in
any case, is material in relation to its businesses, operations, properties,
assets, condition (financial or otherwise) or prospects which has not been
disclosed to the Agent and the Lenders.



     5. Reaffirmations and Acknowledgments.



          (a) Reaffirmation of Guaranty. Each Guarantor consents to the execution
and delivery by the Borrower of this Amendment, and jointly and severally
ratifies and confirms the terms of the Credit Agreement with respect to the
indebtedness now or hereafter outstanding thereunder as amended hereby and all
promissory notes issued thereunder. Each Guarantor acknowledges that,
notwithstanding anything to the contrary contained herein or in any other
document evidencing any indebtedness of the Borrower to the Lenders or any
other obligation of the Borrower, or any actions now or hereafter taken by the
Lenders with respect to any obligation of the Borrower, the Credit Agreement
(i) is and shall continue to be a primary obligation of such Guarantors, (ii)
is and shall continue to be an absolute, unconditional, joint and several,
continuing and irrevocable guaranty of payment, and (iii) is and shall continue
to be in full force and effect in accordance with its terms. Nothing contained
herein to the contrary shall release, discharge, modify, change or affect the
original liability of such Guarantors under the Credit Agreement.



          (b) Acknowledgment of Perfection of Security Interest. Each Credit Party
hereby acknowledges that, as of the date hereof, the security interests and
liens granted to the Agent and the Lenders under the Credit Agreement and the
other Credit Documents are in full force and effect, are properly perfected and
are enforceable in accordance with the terms of the Credit Agreement and the
other Credit Documents.



          (c) Acknowledgment of Section 3.3(a) of Pledge and Security Agreement. To
the extent that Orbacom has any Receivable (as defined in the Pledge and
Security Agreement) subject to the terms of Section 3.3(a) of the Pledge and
Security Agreement, Orbacom hereby acknowledges and agrees to comply with the
terms therewith in all respects.



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     6. Effect of Amendment. Except as set forth expressly herein, all terms
of the Credit Agreement, as amended hereby, and the other Credit Documents
shall be and remain in full force and effect and shall constitute the legal,
valid, binding and enforceable obligations of the Credit Parties except as the
enforceability hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability. The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the Lenders under the Credit Agreement, nor constitute a waiver of any
provision of the Credit Agreement. This Amendment shall constitute a Credit
Document for all purposes of the Credit Agreement.



     7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York and all applicable
federal laws of the United States of America.



     8. No Novation. This Amendment is not intended by the parties to be, and
shall not be construed to be, a novation of the Credit Agreement or an accord
and satisfaction in regard thereto.



     9. Costs and Expenses. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and out-of-pocket expenses of outside counsel for the Agent
with respect thereto.



     10. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts, each of which shall be
deemed an original and all of which, taken together, shall be deemed to
constitute one and the same instrument. Delivery of an executed counterpart of
this Amendment by facsimile transmission or by electronic mail in pdf form
shall be as effective as delivery of a manually executed counterpart hereof.



     11. Binding Nature. This Amendment shall be binding upon and inure to the
benefit of the parties hereto, their respective successors,
successors-in-titles, and assigns.



     12. Entire Understanding. This Amendment and the other Credit Documents
set forth the entire understanding of the parties with respect to the matters
set forth herein, and shall supersede any prior negotiations or agreements,
whether written or oral, with respect thereto.



     13. Release. Each Credit Party hereby releases, acquits, and forever
discharges the Agent and each of the Lenders, and each and every past and
present subsidiary, affiliate, stockholder, officer, director, agent, servant,
employee, representative, and attorney of the Agent and the Lenders, from any
and all claims, causes of action, suits, debts, liens, obligations,
liabilities, demands, losses, costs and expenses (including attorneys’ fees) of
any kind, character, or nature whatsoever, known or unknown, fixed or
contingent, which such Credit Party may have or claim to have now or which may
hereafter arise out of or connected with any act of commission or omission of
the Agent or the Lenders with respect to the Credit Agreement or any other of
the Credit Documents existing or occurring on or prior to the date of this
Amendment,



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provided that this paragraph shall not release the Agent or the Lenders in
respect of any of the foregoing acts of commission or omission to the extent
existing or occurring subsequent to the date of this Amendment. The provisions
of this paragraph shall be binding upon each Credit Party and shall inure to
the benefit of the Agent, the Lenders, and their respective heirs, executors,
administrators, successors and assigns.



[Signature Pages To Follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.


	 	 	 	 	 
	 	BORROWER:


IPC ACQUISITION CORP.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GUARANTORS:


IPC INFORMATION SYSTEMS, LLC

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	IPC FUNDING CORP.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	V BAND CORPORATION

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	IPC INFORMATION SYSTEMS FAR EAST INC.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	IPC INFORMATION SYSTEMS HOLDINGS, INC.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	IPC INFORMATION SYSTEMS HOLDINGS USA, INC.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	IPC INFORMATION SYSTEMS SERVICES, INC.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	IPC INFORMATION SYSTEMS HOLDINGS, L.L.C.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	IPC INFORMATION SYSTEMS HOLDINGS USA, L.L.C.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	IPC INFORMATION SYSTEMS SERVICES, L.L.C.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 



 









 







	 	 	 	 	 



	 	 	 	 	 
	 	GAINS ACQUISITION CORP.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	IPC NETWORK SERVICES, INC.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	ORBACOM SYSTEMS INC.

 	 
	 	By:  	                                    /s/ Timothy Whelan
 	 
	 	 	Name:  	Timothy Whelan 	 
	 	 	Title:  	Vice President 	 
	 



[Signatures continue on following page]




 









 








	 	 	 	 	 
	 	AGENT AND LENDERS:


GENERAL ELECTRIC CAPITAL

CORPORATION,

as Administrative Agent, Collateral Agent

and Lender

 	 
	 	By:  	
/s/ Raymond Shu
 	 
	 	 	Duly Authorized Signatory 	 
	 	 	 	 
	 



[Signatures continue on following page]




 









 








	 	 	 	 	 
	 	BLACK DIAMOND,

as a Lender

 	 
	 	By:  	                                    /s/ David Dyer
 	 
	 	 	Name:  	David Dyer 	 
	 	 	Title:  	Director 	 
	 



[Signatures continue on following page]




 









 








	 	 	 	 	 
	 	CIT LENDING SERVICES CORPORATION,

as a Lender

 	 
	 	By:  	                      /s/ Douglas E. Maher
 	 
	 	 	Name:  	Douglas E. Maher 	 
	 	 	Title:  	Vice President 	 
	 



[Signatures continue on following page]




 









 








	 	 	 	 	 
	 	CREDIT SUISSE ASSET MANAGEMENT, LLC, 

as a Lender

 	 
	 	By:  	                                    /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	T. ROWE PRICE,

as a Lender

 	 
	 	By:  	                                    /s/ Darrell Braman
 	 
	 	 	Name:  	Darrell Braman 	 
	 	 	Title:  	Vice President