{"id":43060,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-global-crossing-ltd-ipc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-global-crossing-ltd-ipc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-global-crossing-ltd-ipc.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Global Crossing Ltd., IPC Communications Inc., and IXnet Inc."},"content":{"rendered":"<pre>\n                                                                  EXECUTION COPY\n\n\n\n                          AGREEMENT AND PLAN OF MERGER\n\n                          Dated as of February 22, 2000\n\n                                      Among\n\n                              GLOBAL CROSSING LTD.,\n\n                         GEORGIA MERGER SUB CORPORATION,\n\n                            IPC COMMUNICATIONS, INC.,\n\n                         IPC INFORMATION SYSTEMS, INC.,\n\n                          IDAHO MERGER SUB CORPORATION\n\n                                       and\n\n                                   IXNET, INC.\n\n\n   2\n\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                                                    Page\n                                                                                                    ----\n                                                                                                 \nARTICLE I\n\n        The Mergers....................................................................................2\n        SECTION 1.01  The Mergers......................................................................2\n        SECTION 1.02  Closing..........................................................................3\n        SECTION 1.03  Effective Time of the Mergers....................................................3\n        SECTION 1.04  Effects of the Mergers...........................................................3\n        SECTION 1.05  Certificate of Incorporation; By-Laws............................................3\n        SECTION 1.06  Directors........................................................................4\n        SECTION 1.07  Officers.........................................................................4\n\nARTICLE II\n\n        Effect of the Merger on the Capital Stock of the Constituent Corporations......................5\n        SECTION 2.01  Effect of Intercompany Merger on Capital Stock...................................5\n        SECTION 2.02  Effect of IPC Merger on Capital Stock............................................6\n        SECTION 2.03  Effect of IXnet Merger on Capital Stock..........................................7\n        SECTION 2.04  Stock Plans......................................................................8\n        SECTION 2.05  Exchange of Certificates.........................................................9\n        SECTION 2.06  Fractional Shares...............................................................10\n        SECTION 2.07  Lost, Stolen or Destroyed Certificates..........................................11\n        SECTION 2.08  Appraisal Rights................................................................11\n\nARTICLE III\n\n        Representations and Warranties................................................................12\n        SECTION 3.01  Representations and Warranties of IPC and IPC Systems...........................12\n        SECTION 3.02  Representations and Warranties of IXnet.........................................26\n        SECTION 3.03  Representations and Warranties of Parent and Sub................................39\n        SECTION 3.04  Representations of Parent and Sub...............................................43\n\nARTICLE IV\n\n        Covenants Relating to Conduct of Business Prior to Mergers....................................44\n        SECTION 4.01  Conduct of Business of the Companies............................................44\n\nARTICLE V\n\n        Additional Agreements.........................................................................47\n\n\n\n                                      -i-\n   3\n\n\n\n\n                                                                                                    Page\n                                                                                                    ----\n                                                                                                 \n        SECTION 5.01  Preparation of Forms S-4 and the Information\n                Statement\/Prospectuses and Schedules 13E-3; Stockholder Meetings......................47\n        SECTION 5.02  Letter of the Companies' Accountants............................................50\n        SECTION 5.03  Letter of Parent's Accountants..................................................50\n        SECTION 5.04  Access to Information; Confidentiality..........................................50\n        SECTION 5.05  Reasonable Best Efforts.........................................................51\n        SECTION 5.06  Benefit Plans...................................................................51\n        SECTION 5.07  Indemnification.................................................................52\n        SECTION 5.08  Expenses........................................................................54\n        SECTION 5.09  Public Announcements............................................................54\n        SECTION 5.10  Affiliates......................................................................54\n        SECTION 5.11  Listing of Parent Common Stock..................................................54\n        SECTION 5.12  No Solicitation.................................................................55\n        SECTION 5.13  Certain Agreements..............................................................56\n        SECTION 5.14  Stop Transfer...................................................................56\n        SECTION 5.15  Compliance with Section 228 of the DGCL.........................................56\n\nARTICLE VI\n\n        Conditions Precedent..........................................................................56\n        SECTION 6.01  Conditions to Each Party's Obligation To Effect the Mergers.....................56\n        SECTION 6.02  Conditions to Obligations of Parent and GC Merger Sub...........................57\n        SECTION 6.03  Conditions to Obligation of the Companies and IPC Systems.......................58\n\nARTICLE VII\n\n        Termination, Amendment and Waiver.............................................................60\n        SECTION 7.01  Termination.....................................................................60\n        SECTION 7.02  Effect of Termination...........................................................60\n        SECTION 7.03  Amendment.......................................................................61\n        SECTION 7.04  Extension; Waiver...............................................................61\n\nARTICLE VIII\n\n        General Provisions............................................................................61\n        SECTION 8.01  Nonsurvival of Representations and Warranties...................................61\n        SECTION 8.02  Notices.........................................................................61\n        SECTION 8.03  Definitions.....................................................................62\n        SECTION 8.04  Interpretation..................................................................63\n        SECTION 8.05  Counterparts....................................................................63\n        SECTION 8.06  Entire Agreement; No Third-Party Beneficiaries..................................63\n        SECTION 8.07  Governing Law...................................................................63\n        SECTION 8.08  Assignment......................................................................63\n\n\n\n                                      -ii-\n   4\n\n\n\n\n                                                                                                    Page\n                                                                                                    ----\n                                                                                                 \n        SECTION 8.09  Enforcement; Jurisdiction.......................................................64\n        SECTION 8.10  Severability....................................................................64\n\n\nEXHIBITS\n\nExhibit A       Form of Stockholder Consent\nExhibit B       Form of Affiliate Letter\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -iii-\n   5\n\n\n                AGREEMENT AND PLAN OF MERGER dated as of February 22, 2000 among\n                GLOBAL CROSSING LTD., a company formed under the laws of Bermuda\n                (\"Parent\"), GEORGIA MERGER SUB CORPORATION, a Delaware\n                corporation and a wholly owned subsidiary of Parent (\"GC Merger\n                Sub\"), IPC COMMUNICATIONS, INC., a Delaware corporation (\"IPC\"),\n                IPC INFORMATION SYSTEMS, INC., a Delaware corporation and a\n                wholly owned subsidiary of IPC (\"IPC Systems\"), IDAHO MERGER SUB\n                CORPORATION, a Delaware corporation and a wholly owned\n                subsidiary of IPC Systems (\"IPC Merger Sub\" and, together with\n                GC Merger Sub, \"Subs\"), IXNET, INC., a Delaware corporation\n                (\"IXnet\" and, together with IPC, the \"Companies\")\n\n                WHEREAS, the respective Boards of Directors of Parent, GC Merger\nSub, IPC and IPC Systems have determined that the merger of IPC with and into\nIPC Systems (the \"Intercompany Merger\"), and the immediately subsequent merger\nof GC Merger Sub with and into IPC Systems (the \"IPC Merger\"), each upon the\nterms and subject to the conditions set forth in this Agreement, would be fair\nto and in the best interests of their respective stockholders, and such Boards\nof Directors have approved (a) the Intercompany Merger, pursuant to which each\nshare of Common Stock, par value $0.01 per share, of IPC (\"IPC Common Stock\")\nissued and outstanding immediately prior to the Effective Time of the\nIntercompany Merger (as defined in Section 1.03), other than shares of IPC\nCommon Stock owned, directly or indirectly, by IPC or any wholly owned\nsubsidiary (as defined in Section 8.03) of IPC or held by IPC as treasury shares\nor owned by Parent, GC Merger Sub or any other wholly owned subsidiary of\nParent, will be converted into the right to receive one share of Common Stock,\npar value $0.01 per share, of IPC Systems (\"IPC Systems Common Stock\") and (b)\nthe IPC Merger, pursuant to which each share of IPC Systems Common Stock issued\nand outstanding immediately prior to the Effective Time of the IPC Merger (as\ndefined in Section 1.03), other than shares of IPC Systems Common Stock owned,\ndirectly or indirectly, by IPC Systems or any wholly owned subsidiary of IPC\nSystems or held by IPC Systems as treasury shares or owned by Parent, GC Merger\nSub or any other wholly owned subsidiary of Parent, will be converted into the\nright to receive shares of Common Stock, par value $0.01 per share, of Parent\n(\"Parent Common Stock\");\n\n                WHEREAS, the respective Boards of Directors of Parent, IPC\nMerger Sub, IPC, IPC Systems and IXnet have determined that the merger of IPC\nMerger Sub with and into IXnet (the \"IXnet Merger\", together with the IPC Merger\nand the Intercompany Merger, the \"Mergers\"), upon the terms and subject to the\nconditions set forth in this Agreement, would be fair to and in the best\ninterests of their respective stockholders, and such Boards of Directors have\napproved the IXnet Merger, pursuant to which each share of Common Stock, par\nvalue $0.01 per share, of IXnet (\"IXnet Common Stock\") issued and outstanding\nimmediately prior to the Effective Time of the IXnet Merger (as defined in\nSection 1.03), other than shares of IXnet Common Stock owned, directly or\nindirectly, by IPC Systems or IXnet or any of their respective wholly owned\nsubsidiaries or held by IXnet as treasury shares or owned by Parent or any\nwholly owned subsidiary of Parent, will be converted into the right to receive\nshares of Parent Common Stock;\n\n\n   6\n\n\n                                                                               2\n\n\n                WHEREAS, (i) the affirmative vote, by ballot or written consent,\nof a majority of the outstanding shares of the IPC Common Stock is required for\nthe adoption of this Agreement (the \"IPC Stockholder Approval\") and (ii) the\naffirmative vote, by ballot or written consent, of a majority of the outstanding\nshares of the IXnet Common Stock is required for the adoption of this Merger\nAgreement (the \"IXnet Stockholder Approval\" and, together with the IPC\nStockholder Approval and the IPC Systems Stockholder Approval (as defined\nherein), the \"Stockholder Approvals\");\n\n        WHEREAS, as a condition to its willingness to enter into this Agreement,\nParent has required that Cable Systems Holding, LLC and the other stockholders\nof IPC party thereto (the \"IPC Stockholders\") enter into, and the IPC\nStockholders have agreed to enter into, the Consent and Voting Agreement with\nParent dated of even date herewith (as amended from time to time in accordance\nwith its terms, the \"Voting Agreement\") relating to, among other things, the\nagreement of the IPC Stockholders to execute and deliver the IPC Stockholder\nConsent (as defined herein) immediately following the execution and delivery of\nthis Agreement; and, in order to induce Parent to enter into this Agreement, the\nBoard of the Directors of IPC has approved the entering into by Parent and the\nIPC Stockholders of the Voting Agreement and the consummation of the\ntransactions contemplated thereby;\n\n                WHEREAS, the parties hereto desire to make certain\nrepresentations, warranties, covenants and agreements in connection with the\nMergers and also to prescribe various conditions to the Mergers; and\n\n                WHEREAS, for Federal income tax purposes, it is intended that\neach of the Mergers qualify as a reorganization under the provisions of Section\n368 of the Internal Revenue Code of 1986, as amended (the \"Code\").\n\n                NOW, THEREFORE, in consideration of the representations,\nwarranties, covenants and agreements contained in this Agreement, the parties\nagree as follows:\n\n                                    ARTICLE I\n\n                                   The Mergers\n\n                SECTION 1.01 The Mergers. Upon the terms and subject to the\nconditions set forth in this Agreement, and in accordance with the Delaware\nGeneral Corporation Law (the \"DGCL\"), (a) IPC shall be merged with and into IPC\nSystems at the Effective Time of the Intercompany Merger, (b) following the\nIntercompany Merger, GC Merger Sub shall be merged with and into IPC Systems at\nthe Effective Time of the IPC Merger and (c) following the IPC Merger, IPC\nMerger Sub shall be merged with and into IXnet at the Effective Time of the\nIXnet Merger. Upon the Effective Time of the Intercompany Merger, the separate\nexistence of IPC shall cease, and IPC Systems shall continue as the surviving\ncorporation (the \"Intercompany Merger Surviving Corporation\") of the\nIntercompany Merger. Upon the Effective Time of the IPC Merger, the separate\nexistence of GC Merger Sub shall cease, and IPC Systems shall continue as the\nsurviving corporation (the \"IPC Merger Surviving\n\n\n   7\n\n\n                                                                               3\n\n\nCorporation\") of the IPC Merger. Upon the Effective Time of the IXnet Merger,\nthe separate existence of IPC Merger Sub shall cease, and IXnet shall continue\nas the surviving corporation (the \"IXnet Merger Surviving Corporation\" and,\ntogether with the Intercompany Merger Surviving Corporation and the IPC Merger\nSurviving Corporation, the \"Surviving Corporations\") of the IXnet Merger.\n\n                SECTION 1.02 Closing. Unless this Agreement shall have been\nterminated and the transactions herein contemplated shall have been abandoned\npursuant to Section 7.01 and subject to the satisfaction or waiver of the\nconditions set forth in Article VI, the closing of the Mergers (the \"Closing\")\nwill take place at 10:00 a.m. on a date to be specified by the parties (the\n\"Closing Date\"), which date shall be no later than the second business day after\nsatisfaction of the conditions set forth in Article VI, at the offices of\nSimpson Thacher &amp; Bartlett, 425 Lexington Avenue, New York, New York 10017,\nunless another date, time or place is agreed to in writing by the parties\nhereto.\n\n                SECTION 1.03 Effective Time of the Mergers. Upon the Closing,\nthe parties shall cause each Surviving Corporation to file a certificate of\nmerger relating to its Merger (the \"Certificates of Merger\") with the Secretary\nof State of the State of Delaware and shall make all other filings or recordings\nrequired under the DGCL. The Intercompany Merger shall become effective at such\ntime as the Certificate of Merger for the Intercompany Merger shall have been\nduly filed with the Secretary of State of the State of Delaware, or at such\nlater time as is agreed by Parent and IPC and specified in such Certificate of\nMerger (the time the Intercompany Merger becomes effective being the \"Effective\nTime of the Intercompany Merger\"). The IPC Merger shall become effective at such\ntime as the Certificate of Merger for the IPC Merger shall have been duly filed\nwith the Secretary of State of the State of Delaware, or at such later time as\nis agreed by Parent and IPC and specified in such Certificate of Merger (the\ntime the IPC Merger becomes effective being the \"Effective Time of the IPC\nMerger\"). The IXnet Merger shall become effective at such time as the\nCertificate of Merger for the IXnet Merger shall have been duly filed with the\nSecretary of State of the State of Delaware, or at such later time as agreed by\nParent and IXnet and specified in such Certificate of Merger (the time the IXnet\nMerger becomes effective being the \"Effective Time of the IXnet Merger\"; and the\ntime by which all the Mergers have become effective being the \"Effective Time\").\nThe parties shall cause the IPC Merger to become effective immediately following\nthe Effective Time of the Intercompany Merger and the IXnet Merger to become\neffective immediately following the Effective Time of the IPC Merger.\n\n                SECTION 1.04 Effects of the Mergers. The Mergers shall have the\neffects set forth in Section 259 of the DGCL (or any successor provision).\n\n                SECTION 1.05 Certificate of Incorporation; By-Laws. (a) (i) The\ncertificate of incorporation of IPC Systems, as in effect immediately prior to\nthe Effective Time of the Intercompany Merger, shall be the certificate of\nincorporation of the Intercompany Merger Surviving Corporation, except that at\nthe Effective Time of the Intercompany Merger such certificate of incorporation\nshall be amended as follows: Article Four shall be amended to read in its\nentirety as follows: \"The total number of shares of stock which the Corporation\nshall have the authority to issue is 25,000,000 shares, each having a par value\nof one cent ($0.01).\".\n\n\n   8\n\n\n                                                                               4\n\n\n                (ii) The By-laws of IPC Systems as in effect at the Effective\nTime of the Intercompany Merger shall be the By-laws of the Intercompany Merger\nSurviving Corporation until thereafter changed or amended as provided therein or\nby applicable law.\n\n                (b) (i) The certificate of incorporation of IPC Systems, as in\neffect immediately prior to the Effective Time of the IPC Merger, shall be the\ncertificate of incorporation of the IPC Merger Surviving Corporation, except\nthat at the Effective Time of the IPC Merger such certificate of incorporation\nshall be amended as follows: Article Four shall be amended to read in its\nentirety as follows: \"The total number of shares of stock which the Corporation\nshall have the authority to issue is 1,000 shares, each having a par value of\none cent ($0.01).\"\n\n                (ii) The By-laws of IPC Systems as in effect at the Effective\nTime of the IPC Merger shall be the By-laws of the IPC Merger Surviving\nCorporation until thereafter changed or amended as provided therein or by\napplicable law.\n\n                (c) (i) The certificate of incorporation of IXnet, as in effect\nimmediately prior to the Effective Time of the IXnet Merger, shall be the\ncertificate of incorporation of the IXnet Merger Surviving Corporation, except\nthat at the Effective Time of the IXnet Merger such certificate of incorporation\nshall be amended as follows: Article Four shall be amended to read in its\nentirety as follows: \"The total number of shares of stock which the Corporation\nshall have the authority to issue is 1,000 shares, each having a par value of\none cent ($0.01).\"\n\n                (ii) The By-laws of IXnet as in effect at the Effective Time of\nthe IXnet Merger shall be the By-laws of the IXnet Merger Surviving Corporation\nuntil thereafter changed or amended as provided therein or by applicable law.\n\n                SECTION 1.06 Directors. (a) The directors of IPC at the\nEffective Time of the Intercompany Merger shall be the directors of the\nIntercompany Merger Surviving Corporation, until the earlier of their\nresignation or removal or until their respective successors are duly elected and\nqualified, as the case may be.\n\n                (b) The directors of GC Merger Sub at the Effective Time of the\nIPC Merger shall be the directors of the IPC Merger Surviving Corporation, until\nthe earlier of their resignation or removal or until their respective successors\nare duly elected and qualified, as the case may be.\n\n                (c) The directors of IPC Merger Sub at the Effective Time of the\nIXnet Merger shall be the directors of the IXnet Merger Surviving Corporation,\nuntil the earlier of their resignation or removal or until their respective\nsuccessors are duly elected and qualified, as the case may be.\n\n                SECTION 1.07 Officers. (a) The officers of IPC at the Effective\nTime of the Intercompany Merger shall be the officers of the Intercompany Merger\nSurviving Corporation, until the earlier of their resignation or removal or\nuntil their respective successors are duly elected and qualified, as the case\nmay be.\n\n\n   9\n\n\n                                                                               5\n\n\n                (b) The officers of GC Merger Sub at the Effective Time of the\nIPC Merger shall be the officers of the IPC Merger Surviving Corporation, until\nthe earlier of their resignation or removal or until their respective successors\nare duly elected and qualified, as the case may be.\n\n                (c) The officers of IPC Merger Sub at the Effective Time of the\nIXnet Merger shall be the officers of the IXnet Merger Surviving Corporation,\nuntil the earlier of their resignation or removal or until their respective\nsuccessors are duly elected and qualified, as the case may be.\n\n                                   ARTICLE II\n\n                Effect of the Merger on the Capital Stock of the\n                            Constituent Corporations\n\n                SECTION 2.01 Effect of Intercompany Merger on Capital Stock. As\nof the Effective Time of the Intercompany Merger, by virtue of the Intercompany\nMerger and without any action on the part of the holder of any shares of IPC\nCommon Stock or any shares of capital stock of IPC Systems:\n\n                (a) Common Stock of IPC Systems. Each share of IPC Systems\n        Common Stock issued and outstanding immediately prior to the Effective\n        Time of the Intercompany Merger shall automatically be cancelled and\n        retired and shall cease to exist, and no consideration shall be\n        delivered or deliverable in exchange therefor.\n\n                (b) Conversion of IPC Common Stock. Except as otherwise provided\n        herein, each issued and outstanding share of IPC Common Stock shall be\n        converted into one fully paid and nonassessable share of the common\n        stock (\"Intercompany Merger Surviving Corporation Common Stock\") of the\n        Intercompany Merger Surviving Corporation (the \"Intercompany Merger\n        Exchange Ratio\").\n\n                (c) Cancellation and Retirement of IPC Common Stock. Except as\n        otherwise provided herein, from and after the Effective Time of the\n        Intercompany Merger, all shares of IPC Common Stock issued and\n        outstanding immediately prior to the Effective Time of the Intercompany\n        Merger shall no longer be outstanding and shall automatically be\n        cancelled and retired and shall cease to exist, and each certificate\n        which immediately prior to the Effective Time of the Intercompany Merger\n        represented shares of IPC Common Stock (an \"IPC Share Certificate\")\n        shall automatically be deemed to represent the number of shares of\n        Intercompany Merger Surviving Corporation Common Stock to be issued to\n        the holder of such IPC Share Certificate pursuant to Section 2.01(b)\n        (the \"Intercompany Merger Consideration\").\n\n\n   10\n\n\n                                                                               6\n\n\n                SECTION 2.02 Effect of IPC Merger on Capital Stock. As of the\nEffective Time of the IPC Merger, by virtue of the IPC Merger and without any\naction on the part of the holder of any shares of IPC Systems Common Stock or\nany shares of capital stock of GC Merger Sub:\n\n                (a) Common Stock of GC Merger Sub. Each share of common stock,\n        par value $0.01 per share, of GC Merger Sub issued and outstanding\n        immediately prior to the Effective Time of the IPC Merger shall be\n        converted into one share of the common stock of the IPC Merger Surviving\n        Corporation and shall constitute the only issued and outstanding capital\n        stock of the IPC Merger Surviving Corporation.\n\n                (b) Cancellation of Treasury Stock and Parent-Owned Intercompany\n        Merger Surviving Corporation Common Stock. Each share of Intercompany\n        Merger Surviving Corporation Common Stock that is owned by the\n        Intercompany Merger Surviving Corporation or held by the Intercompany\n        Merger Surviving Corporation as treasury shares or owned by any direct\n        or indirect wholly owned subsidiary of the Intercompany Merger Surviving\n        Corporation and each share of Intercompany Merger Surviving Corporation\n        Common Stock that is owned by Parent, GC Merger Sub or any other direct\n        or indirect wholly owned subsidiary of Parent shall automatically be\n        cancelled and retired and shall cease to exist, and no Parent Common\n        Stock or other consideration shall be delivered or deliverable in\n        exchange therefor.\n\n                (c) Conversion of Intercompany Merger Surviving Corporation\n        Common Stock. Except as otherwise provided herein, each issued and\n        outstanding share of Intercompany Merger Surviving Corporation Common\n        Stock shall be converted into the right to receive from Parent 5.417\n        fully paid and nonassessable shares of Parent Common Stock (the \"IPC\n        Merger Exchange Ratio\"); provided, however, that, in any event, if\n        between the date of this Agreement and the Effective Time of the IPC\n        Merger the outstanding shares of Parent Common Stock or IPC Common Stock\n        shall have been changed into a different number of shares or a different\n        class (other than pursuant to the Intercompany Merger), by reason of any\n        stock dividend, subdivision, reclassification, recapitalization,\n        redenomination, split, combination or exchange of shares, the IPC Merger\n        Exchange Ratio shall be correspondingly adjusted to reflect such stock\n        dividend, subdivision, reclassification, recapitalization,\n        redenomination, split, combination or exchange of shares.\n\n                (d) Cancellation and Retirement of Intercompany Merger Surviving\n        Corporation Common Stock. From and after the Effective Time of the IPC\n        Merger, all shares of Intercompany Merger Surviving Corporation Common\n        Stock issued and outstanding immediately prior to the Effective Time of\n        the IPC Merger shall no longer be outstanding and shall automatically be\n        cancelled and retired and shall cease to exist, and each holder of an\n        IPC Share Certificate shall cease to have any rights with respect to the\n        common stock formerly represented thereby, except the right to receive\n        the consideration to be issued to holders of Intercompany Merger\n        Surviving Corporation Common Stock in the IPC Merger pursuant to Section\n        2.02(c) (the \"IPC Merger Consideration\"), any cash in lieu of fractional\n        shares of Parent Common Stock to be paid in consideration therefor\n\n\n   11\n\n\n                                                                               7\n\n\n        upon surrender of such certificate in accordance with Section 2.06 and\n        any dividends payable pursuant to Section 2.05(f).\n\n                SECTION 2.03 Effect of IXnet Merger on Capital Stock. As of the\nEffective Time of the IXnet Merger, by virtue of the IXnet Merger and without\nany action on the part of the holder of any shares of IXnet Common Stock or any\nshares of capital stock of IPC Merger Sub:\n\n                (a) Common Stock of IPC Merger Sub. Each share of common stock,\n        par value $0.01 per share, of IPC Merger Sub issued and outstanding\n        immediately prior to the Effective Time of the IXnet Merger shall be\n        converted into one share of the common stock of the IXnet Merger\n        Surviving Corporation and shall constitute the only issued and\n        outstanding capital stock of the IXnet Merger Surviving Corporation.\n\n                (b) Cancellation of Treasury Stock and Parent- and IPC Merger\n        Surviving Corporation-Owned IXnet Common Stock. Each share of IXnet\n        Common Stock that is owned by IXnet or held by IXnet as treasury shares\n        or owned by any direct or indirect wholly owned subsidiary of IXnet, and\n        each share of IXnet Common Stock that is owned by Parent, the IPC Merger\n        Surviving Corporation or any of their direct or indirect wholly owned\n        subsidiaries shall automatically be cancelled and retired and shall\n        cease to exist, and no Parent Common Stock or other consideration shall\n        be delivered or deliverable in exchange therefor.\n\n                (c) Conversion of IXnet Common Stock. Except as otherwise\n        provided herein, each issued and outstanding share of IXnet Common Stock\n        shall be converted into the right to receive from Parent 1.184 fully\n        paid and nonassessable shares of Parent Common Stock (the \"IXnet Merger\n        Exchange Ratio\"); provided, however, that, in any event, if between the\n        date of this Agreement and the Effective Time of the IXnet Merger the\n        outstanding shares of Parent Common Stock or IXnet Common Stock shall\n        have been changed into a different number of shares or a different\n        class, by reason of any stock dividend, subdivision, reclassification,\n        recapitalization, redenomination, split, combination or exchange of\n        shares, the IXnet Merger Exchange Ratio shall be correspondingly\n        adjusted to reflect such stock dividend, subdivision, reclassification,\n        recapitalization, redenomination, split, combination or exchange of\n        shares.\n\n                (d) Cancellation and Retirement of IXnet Common Stock. From and\n        after the Effective Time of the IXnet Merger, all shares of IXnet Common\n        Stock issued and outstanding immediately prior to the Effective Time of\n        the IXnet Merger shall no longer be outstanding and shall automatically\n        be cancelled and retired and shall cease to exist, and each holder of a\n        certificate which immediately prior to the Effective Time of the IXnet\n        Merger represented shares of IXnet Common Stock (an \"IXnet Share\n        Certificate\" and, together with the IPC Share Certificates, \"Share\n        Certificates\") shall cease to have any rights with respect thereto,\n        except the right to receive the consideration to be issued to holders of\n        IXnet Common Stock in the IXnet Merger pursuant to Section 2.03(c) (the\n        \"IXnet Merger Consideration\" and, together with the IPC Merger\n        Consideration, the\n\n\n   12\n\n\n                                                                               8\n\n\n        \"Merger Consideration\"), any cash in lieu of fractional shares of Parent\n        Common Stock to be paid in consideration therefor upon surrender of such\n        certificate in accordance with Section 2.06 and any dividends payable\n        pursuant to Section 2.05(f).\n\n\n                SECTION 2.04 Stock Plans. (a) Prior to the Effective Time of the\nMergers, each of IPC and IXnet (x) shall take all action necessary (including\nobtaining any necessary consents and\/or waivers) to ensure that from and after\nthe Effective Time of the Mergers, all options granted to Employees to purchase\nshares of IPC Common Stock (\"IPC Options\") or IXnet Common Stock (\"IXnet\nOptions\" and, together with IPC Options, \"Options\"), which are then outstanding\nand unexercised (whether or not vested or exercisable), shall, without any\nfurther action on the part of the holders thereof, be converted into and become,\nrespectively, options to purchase shares of Parent Common Stock on terms\nsubstantially identical to those in effect immediately prior to the Effective\nTime of the Mergers under the terms of the stock option plan or other agreement\nor award pursuant to which such Options were granted (collectively, such plans,\nagreements and awards of IPC or IXnet being hereinafter referred to as the\n\"Stock Plans\") and Parent shall assume the Stock Plans with respect to then\noutstanding options (but taking into account any changes thereto, including the\nacceleration thereof, provided for in the applicable Stock Plans resulting from\nthe Mergers) as limited by the Agreement entered into February 22, 2000, among\nParent, IPC, IXnet and certain holders of Options (\"Option Limitation\nAgreement\") and (y) shall amend Section 5(c) of each Stock Plan to provide that\nvesting of any Option thereunder held by a party to the Option Limitation\nAgreement in connection with or relating to a change of control (as such term is\ndefined in the Stock Plans) shall be limited in accordance with the Option\nLimitation Agreement, and shall amend Section 5(d)of the IXnet Stock Plan to\nprovide that 25% of IXnet Options held by a person who is not a party to the\nOption Limitation Agreement or held by William Adiletta or Richard Farrell shall\nbecome exercisable upon a Change in Control; provided, however, that from and\nafter the Effective Time of the Mergers (i) each such Option assumed by Parent\nmay be exercised solely to purchase shares of Parent Common Stock, (ii) the\nnumber of shares of Parent Common Stock purchasable upon exercise of such Option\nshall be equal to, in the case of IPC Options, the number of shares of Parent\nCommon Stock subject to such Option multiplied by the IPC Merger Exchange Ratio,\nrounded, if necessary, to the nearest whole share of Parent Common Stock, at a\nprice per share (rounded to the nearest one-hundredth of a cent) equal to the\nper share exercise price specified in such Option divided by the IPC Merger\nExchange Ratio and, in the case of IXnet Options, the number of shares of Parent\nCommon Stock subject to such Option multiplied by the IXnet Merger Exchange\nRatio, rounded, if necessary, to the nearest whole share of Parent Common Stock,\nat a price per share (rounded to the nearest one-hundredth of a cent) equal to\nthe per share exercise price specified in such Option divided by the IXnet\nMerger Exchange Ratio.\n\n               (b) Neither the vesting nor the exercisability of any Option\nshall accelerate as a result of, or in connection with, the transactions\ncontemplated hereby, except to the extent required by the existing terms of the\nStock Plan or stock option agreement pursuant to which such Option was granted,\nas in effect on the date hereof and as limited or as adjusted pursuant to the\namendments referred to in Section 2.04(a) and the Option Limitation Agreement.\nNotwithstanding the foregoing, the number of shares and the per share exercise\nprice of each Option which is intended to be an \"incentive stock option\" (as\ndefined in Section 422 of the Code) shall be adjusted in accordance with the\nrequirements of Section 424 of the Code.\n\n\n   13\n\n\n                                                                               9\n\n\n                (c) Parent shall, as of the Effective Time of the Mergers,\nreserve for issuance a sufficient number of shares of Parent Common Stock for\ndelivery upon exercise of Options assumed by it in accordance with this Section\n2.04, such number not to be reduced except to the extent such Options are\nexercised, canceled or terminated pursuant to their terms. Upon the Effective\nTime of the Mergers or as soon as reasonably practicable thereafter, Parent\nshall file, or cause to be filed, a registration statement(s) on Form S-3 or\nForm S-8, as the case may be (or any successor or other appropriate forms), with\nrespect to the shares of Parent Common Stock subject to such Options and shall\ncause such registration statement(s) to remain effective (and maintain the\ncurrent status of the prospectus or prospectuses contained therein) for so long\nas such Options remain outstanding.\n\n                (d) At least ten days prior to the Effective Time of the\nMergers, the Companies shall notify each grantee under every Stock Plan that\nsuch plan is to be assumed by Parent as of the Effective Time of the Mergers,\nand that, to the extent not exercised prior to the Effective Time of the\nMergers, each outstanding Option thereunder will be assumed by Parent and\nthereafter may be exercised solely to purchase shares of Parent Common Stock in\naccordance with Section 2.04(a) hereof.\n\n                SECTION 2.05 Exchange of Certificates. (a) Prior to the\nEffective Time of the Mergers, Parent shall appoint an agent (the \"Exchange\nAgent\") for the purpose of exchanging Share Certificates for the applicable\nMerger Consideration. Immediately following the Effective Time of the Mergers,\nParent shall deposit with the Exchange Agent, for the benefit of the holders of\nShare Certificates, certificates representing the Parent Common Stock issuable\npursuant to Section 2.02 or 2.03 in exchange for Share Certificates. Promptly\nafter the Effective Time of the Mergers, Parent will send, or will cause the\nExchange Agent to send, to each holder of a Share Certificate at the Effective\nTime of the Mergers (i) a letter of transmittal for use in such exchange which\nshall specify that delivery of the applicable Merger Consideration shall be\neffected, and risk of loss and title to the certificates representing Parent\nCommon Stock and Share Certificates shall pass, only upon proper delivery of the\nShare Certificates to the Exchange Agent and (ii) instructions for use in\neffecting the surrender of such Share Certificates in exchange for the\ncertificates representing Parent Common Stock.\n\n                (b) Each holder of Share Certificates that formerly represented\nshares of IPC Common Stock, IPC Systems Common Stock or IXnet Common Stock which\nhave been converted into a right to receive Merger Consideration, upon surrender\nto the Exchange Agent of such Share Certificates, together with a properly\ncompleted letter of transmittal covering such Share Certificates, will be\nentitled to receive the applicable Merger Consideration payable in respect of\nsuch Share Certificates and any dividends payable pursuant to Section 2.05(f).\nUntil so surrendered, each such Share Certificate shall, after the Effective\nTime of the Mergers, represent for all purposes only the right to receive the\napplicable Merger Consideration, any cash payable in lieu of fractional shares\npursuant to Section 2.06 and any dividends payable pursuant to Section 2.05(f).\n\n                (c) If any portion of the applicable Merger Consideration is to\nbe paid to a person other than the registered holder of a Share Certificate, it\nshall be a condition to such\n\n\n   14\n\n\n                                                                              10\n\n\npayment that such Share Certificate so surrendered shall be properly endorsed or\notherwise be in proper form for transfer and that the person requesting such\npayment shall pay to the Exchange Agent any transfer or other taxes required by\nreason of the issuance of shares of Parent Common Stock in exchange for the\nShare Certificate so surrendered or establish to the satisfaction of the\nExchange Agent that such tax has been paid or is not applicable.\n\n                (d) After the Effective Time of the Mergers, there shall be no\nfurther registration of transfers of shares of IPC Common Stock, IPC Systems\nCommon Stock or IXnet Common Stock. If, after the Effective Time of the Mergers,\nShare Certificates are presented to a Surviving Corporation, they shall be\ncancelled and exchanged for the applicable Merger Consideration provided for,\nand in accordance with the procedures set forth, in this Article II.\n\n                (e) Any portion of the applicable Merger Consideration made\navailable to the Exchange Agent pursuant to Section 2.05(a) that remains\nunclaimed by the holders of Share Certificates six months after the Effective\nTime of the Mergers shall be returned to Parent, upon demand, and any such\nholder who has not exchanged his Share Certificates for the applicable Merger\nConsideration in accordance with this Section 2.05 prior to that time shall\nthereafter look only to Parent for payment of the applicable Merger\nConsideration, any cash payable in lieu of fractional shares pursuant to Section\n2.06 and any dividends payable pursuant to Section 2.05(f) in respect of his\nshares. Notwithstanding the foregoing, Parent shall not be liable to any holder\nof Share Certificates for any amount paid to a public official pursuant to\napplicable abandoned property laws. Any amounts remaining unclaimed by holders\nof Share Certificates seven years after the Effective Time of the Mergers (or\nsuch earlier date immediately prior to such time as such amounts would otherwise\nescheat to or become property of any governmental entity) shall, to the extent\npermitted by applicable law, become the property of Parent free and clear of any\nclaims or interest of any person previously entitled thereto.\n\n                (f) No dividends or other distributions with respect to Parent\nCommon Stock issued in the Mergers shall be paid, and no voting rights with\nrespect to Parent Common Stock issued in the Mergers will be accorded, to the\nholder of any unsurrendered Share Certificates until such certificates are\nsurrendered as provided in this Section 2.05. Subject to the effect of\napplicable laws, following the surrender of such certificates, there shall be\npaid, without interest, to the record holder of the Parent Common Stock issued\nin exchange therefor at the time of such surrender, the amount of dividends or\nother distributions with a record date after the Effective Time of the Mergers\npayable prior to or on the date of such surrender with respect to such whole\nshares of Parent Common Stock and not previously paid, less the amount of any\nwithholding taxes (if any) which may be required thereon.\n\n                SECTION 2.06 Fractional Shares. (a) No certificates or scrip\nrepresenting fractional shares of Parent Common Stock shall be issued upon the\nsurrender for exchange of Share Certificates and such fractional share interests\nwill not entitle the owner thereof to vote or to have any rights of a holder of\nParent Common Stock.\n\n                (b) Notwithstanding any other provision of this Agreement, each\nholder of shares of IPC Systems Common Stock or IXnet Common Stock exchanged\npursuant to the Mergers\n\n\n   15\n\n\n                                                                              11\n\n\nwho would otherwise have been entitled to receive a fraction of a share of\nParent Common Stock (after taking into account all Share Certificates delivered\nby such holder) shall be entitled to receive, in lieu thereof, cash (without\ninterest) in an amount equal to the product of (i) such fractional part of a\nshare of Parent Common Stock and (ii) the average closing price of the Parent\nCommon Stock on NASDAQ for the 20 trading days prior to and ending on the\ntrading day immediately preceding the Closing Date (the \"Average Price\"). As\npromptly as practicable after the determination of the amount of cash, if any,\nto be paid to holders of fractional interests, the Exchange Agent shall so\nnotify Parent, and Parent shall deposit such amount with the Exchange Agent and\nshall cause the Exchange Agent to forward payments to such holders of fractional\ninterests subject to and in accordance with the terms hereof.\n\n                SECTION 2.07 Lost, Stolen or Destroyed Certificates. If any\nShare Certificate shall have been lost, stolen or destroyed, upon the making of\nan affidavit of that fact by the person claiming such certificate to be lost,\nstolen or destroyed and, if requested by Parent, the posting by such person of a\nbond in such reasonable amount as Parent may direct as indemnity against any\nclaim that may be made against it or its subsidiaries with respect to such\ncertificate, the Exchange Agent will deliver in exchange for such lost, stolen\nor destroyed certificate the applicable Merger Consideration with respect to the\nshares of capital stock formerly represented thereby, any cash in lieu of\nfractional shares of Parent Common Stock, and any unpaid dividends or\ndistributions in respect of or on Parent Common Stock deliverable in respect\nthereof pursuant to this Agreement.\n\n                SECTION 2.08 Appraisal Rights. (a) Notwithstanding anything in\nthis Agreement to the contrary, if provided for by applicable law, shares of IPC\nCommon Stock that are issued and outstanding immediately prior to the Effective\nTime of the Intercompany Merger and that are owned by stockholders who have\nproperly perfected their rights of appraisal within the meaning of Section 262\nof the DGCL (the \"IPC Dissenting Shares\") shall not be converted into the right\nto receive the Intercompany Merger Consideration with respect thereto, unless\nand until such stockholders shall have failed to perfect their right of\nappraisal under applicable law, but, instead, if provided by applicable law, the\nholders thereof shall be entitled to payment of the appraised value of such IPC\nDissenting Shares in accordance with Section 262 of the DGCL. If any such holder\nshall have failed to perfect or shall have effectively withdrawn or lost such\nright of appraisal, each share of IPC Common Stock held by such stockholder\nshall thereupon be deemed to have been converted into the right to receive and\nbecome exchangeable for, at the Effective Time of the Intercompany Merger, the\nIntercompany Merger Consideration with respect thereto, in the manner provided\nfor in Section 2.01.\n\n                (b) IPC shall give Parent (i) prompt notice of any demands for\nappraisal filed pursuant to Section 262 of the DGCL received by IPC, withdrawals\nof such objections and any other instruments served or delivered in connection\nwith such demands pursuant to the DGCL and received by IPC and (B) the\nopportunity to participate in all negotiations and proceedings with respect to\ndemands under the DGCL consistent with the obligations of IPC thereunder. IPC\nshall not, except with the prior written consent of Parent, (x) make any payment\nwith respect to any such demand, (y) offer to settle or settle any such demand\nor (z) waive any failure to timely\n\n\n   16\n\n\n                                                                              12\n\n\ndeliver a written demand for appraisal or timely take any other action to\nperfect appraisal rights in accordance with the DGCL.\n\n                                   ARTICLE III\n\n                         Representations and Warranties\n\n                SECTION 3.01 Representations and Warranties of IPC and IPC\nSystems. Each of IPC and IPC Systems represents and warrants to Parent and GC\nMerger Sub as follows:\n\n                (a) Organization, Standing and Corporate Power. IPC and each of\n        its subsidiaries is duly organized, validly existing and in good\n        standing (with respect to jurisdictions which recognize the concept of\n        good standing) under the laws of the jurisdiction in which it is\n        incorporated and has the requisite corporate power and authority to\n        carry on its business as now being conducted, except where the failure\n        to have such power and authority could not reasonably be expected to\n        have an IPC Material Adverse Effect or an IXnet Material Adverse Effect\n        (each as defined in Section 8.3). IPC and each of its subsidiaries is\n        duly qualified or licensed to do business and is in good standing in\n        each jurisdiction in which the nature of its business or the ownership\n        or leasing of its properties makes such qualification or licensing\n        necessary, other than in such jurisdictions where the failure to be so\n        qualified or licensed (individually or in the aggregate) would not be\n        reasonably expected to have an IPC Material Adverse Effect. The Recent\n        SEC Documents (as defined in Section 3.01(e) contain as exhibits\n        complete and correct copies of the Certificate of Incorporation and\n        By-laws of each of IPC and IXnet, in each case as amended to the date of\n        this Agreement.\n\n                (b) Subsidiaries. The only direct or indirect subsidiaries of\n        IPC are those listed in Section 3.01(b) of the disclosure schedule\n        (\"Disclosure Schedule\") delivered to Parent by IPC at the time of\n        execution of this Agreement. All the outstanding shares of capital stock\n        of each such subsidiary have been validly issued and are fully paid and\n        nonassessable and are owned (of record and beneficially) by IPC, by\n        another subsidiary (wholly owned) of IPC or by IPC and another such\n        subsidiary (wholly owned), free and clear of all pledges, claims, liens,\n        charges, encumbrances and security interests of any kind or nature\n        whatsoever (collectively, \"Liens\"), except as set forth in Section\n        3.01(b) of the Disclosure Schedule. Except for the ownership interests\n        set forth in Section 3.01(b) of the Disclosure Schedule or in the Recent\n        SEC Documents, IPC does not own, directly or indirectly, any capital\n        stock or other ownership interest, and does not have any option or\n        similar right to acquire any assets or equity or other ownership\n        interest, in any corporation, partnership, business association, joint\n        venture or other entity. IPC directly owns all the issued and\n        outstanding capital stock of IPC Systems and IPC Systems directly owns\n        all the issued and outstanding shares of capital stock of IXnet that are\n        beneficially owned by IPC.\n\n\n   17\n\n\n                                                                              13\n\n\n                (c) Capital Structure. As of February 21, 2000, the authorized\n        capital stock of IPC consists of (i) 25,000,000 shares of IPC Common\n        Stock, and (ii) 10,000,000 shares of preferred stock, each having a par\n        value of one cent ($0.01) (\"IPC Preferred Stock\"). As of the close of\n        business on February 21, 2000, there were (i) 8,823,151 shares of IPC\n        Common Stock and 0 shares of IPC Preferred Stock issued and outstanding;\n        (ii) 0 shares of IPC Common Stock held in the treasury of IPC; (iii) 40\n        shares of IPC Common Stock reserved for issuance upon exercise of\n        authorized but unissued IPC Options pursuant to the Stock Plans; and\n        (iv) 1,132,793 shares of IPC Common Stock issuable upon exercise of\n        outstanding IPC Options. Section 3.01(c) of the Disclosure Schedule sets\n        forth the name of each holder of outstanding options to acquire shares\n        of IPC Common Stock, the number of options held and the exercise prices\n        of such options. Except as set forth above, as of the date hereof, no\n        shares of capital stock or other equity securities of IPC are issued,\n        reserved for issuance or outstanding. All outstanding shares of capital\n        stock of IPC are, and all shares which may be issued pursuant to the\n        Stock Plans will be, when issued, duly authorized, validly issued, fully\n        paid and nonassessable and not subject to preemptive rights. Other than\n        IPC Options, there are no outstanding bonds, debentures, notes or other\n        indebtedness or other securities of IPC having the right to vote (or\n        convertible into, or exchangeable or exercisable for, securities having\n        the right to vote) on any matters on which stockholders of IPC may vote.\n        Except as set forth above, there are no outstanding securities, options,\n        warrants, calls, rights, commitments, agreements, arrangements or\n        undertakings of any kind to which IPC or any of its subsidiaries is a\n        party or by which any of them is bound obligating IPC or any of its\n        subsidiaries to issue, deliver or sell, or cause to be issued, delivered\n        or sold, additional shares of capital stock or other equity or voting\n        securities of IPC or of any of its subsidiaries or obligating IPC or any\n        of its subsidiaries to issue, grant, extend or enter into any such\n        security, option, warrant, call, right, commitment, agreement,\n        arrangement or undertaking. Except as set forth in the Recent SEC\n        Documents and except for such indebtedness which is not material to IPC,\n        IPC and its subsidiaries have no indebtedness. Other than the Options,\n        (i) there are no outstanding contractual obligations, commitments,\n        understandings or arrangements of IPC or any of its subsidiaries to\n        repurchase, redeem or otherwise acquire or make any payment in respect\n        of any shares of capital stock of IPC or any of its subsidiaries and\n        (ii) there are no irrevocable proxies with respect to shares of capital\n        stock of IPC or any subsidiary of IPC. Except as set forth above or in\n        Section 3.01(c) of the Disclosure Schedule or in the Recent SEC\n        Documents, there are no agreements or arrangements pursuant to which IPC\n        is or could be required to register shares of IPC Common Stock or other\n        securities under the Securities Act of 1933, as amended (the \"Securities\n        Act\"), or other agreements or arrangements with or among any\n        securityholders of IPC with respect to securities of IPC. The authorized\n        capital stock of IPC Merger Sub consists of 100 shares of common stock,\n        par value $0.01 per share, all of which have been validly issued, are\n        fully paid and nonassessable and are owned directly by IPC, free and\n        clear of any Lien.\n\n                (d) Authority; Noncontravention. Each of IPC, IPC Systems and\n        IPC Merger Sub has the requisite corporate and other power and authority\n        to enter into this Agreement and, subject to the Stockholder Approvals,\n        each of which is being obtained by written\n\n\n   18\n\n\n                                                                              14\n\n\n        consent immediately following the execution of this Agreement, each of\n        them has the requisite corporate and other power and authority to\n        consummate the transactions contemplated hereby and thereby. After the\n        delivery of the Stockholder Consents, no vote, approval or other action\n        on the part of any holder of IPC Common Stock, IPC Systems Common Stock\n        or IXnet Common Stock shall be required to adopt this Agreement and\n        consummate the transactions contemplated hereby, including the Mergers.\n        No corporate action is required to be taken by IXnet or its stockholders\n        in connection with the consummation of the Intercompany Merger or the\n        IPC Merger. The execution and delivery of this Agreement by IPC, IPC\n        Systems, IXnet and IPC Merger Sub and the consummation by them of the\n        transactions contemplated hereby and thereby have been duly authorized\n        by all necessary corporate action on the part of IPC, IPC Systems and\n        IPC Merger Sub, subject, in the case of the IPC Merger and the\n        Intercompany Merger to the IPC Systems Stockholder Approval and the IPC\n        Stockholder Approval, respectively. This Agreement has been duly\n        executed and delivered by each of IPC, IPC Systems, IXnet and IPC Merger\n        Sub and constitutes a valid and binding obligation of IPC, IPC Systems,\n        IXnet and IPC Merger Sub, enforceable against it in accordance with its\n        terms, except as such enforceability may be limited by bankruptcy,\n        insolvency, reorganization, moratorium and similar laws relating to or\n        affecting creditors generally, by general equitable principles\n        (regardless of whether such enforceability is considered in a proceeding\n        in equity or at law) or by an implied covenant of good faith and fair\n        dealing. Except as disclosed in Section 3.01(d) of the Disclosure\n        Schedule, the execution and delivery of this Agreement and the Voting\n        Agreement do not, and the consummation of the transactions contemplated\n        hereby and thereby and compliance with the provisions hereof and thereof\n        will not (including the delivery of the Stockholder Consents), conflict\n        with, or result in any breach or violation of, or default (with or\n        without notice or lapse of time, or both) under, or give rise to a right\n        of termination, cancellation or acceleration of or \"put\" right with\n        respect to any obligation or to loss of a material benefit under, or\n        result in the creation of any Lien upon any of the properties or assets\n        of IPC or any of its subsidiaries under, (i) the Certificate of\n        Incorporation or By-laws of IPC or the comparable charter or\n        organizational documents of any of its subsidiaries, (ii) any loan or\n        credit agreement, note, bond, mortgage, indenture, lease or other\n        agreement, instrument, permit, concession, franchise or license\n        applicable to IPC or any of its subsidiaries or their respective\n        properties or assets or (iii) subject to the governmental filings and\n        other matters referred to in the following sentence, any judgment,\n        order, decree, statute, law, ordinance, rule, regulation or arbitration\n        award applicable to IPC or any of its subsidiaries or their respective\n        properties or assets, other than, in the case of clauses (ii) and (iii),\n        any such conflicts, breaches, violations, defaults, rights, losses or\n        Liens that individually or in the aggregate could not be reasonably\n        expected to have an IPC Material Adverse Effect. No consent, approval,\n        order or authorization of, or registration, declaration or filing with,\n        or notice to, any Federal, state or local government or any court,\n        administrative agency or commission or other governmental authority or\n        agency, domestic or foreign (a \"Governmental Entity\"), is required by or\n        with respect to IPC or any of its subsidiaries in connection with the\n        execution and delivery of this Agreement by IPC, IPC Systems, IXnet or\n        IPC Merger Sub, as applicable, or the consummation by IPC, IPC Systems,\n        IXnet or IPC Merger Sub of the\n\n\n   19\n\n\n                                                                              15\n\n\n        transactions contemplated hereby or thereby (including the delivery of\n        the Stockholder Consents), except, with respect to this Agreement, for\n        (i) the filing of a premerger notification and report form by IPC and\n        IXnet under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as\n        amended (the \"HSR Act\"), (ii) the filing with the SEC of (y) Information\n        Statements (as defined herein) relating to each of the Mergers, and (z)\n        such reports under the Securities Exchange Act of 1934, as amended (the\n        \"Exchange Act\"), as may be required in connection with this Agreement,\n        the Voting Agreement and the transactions contemplated hereby and\n        thereby, (iii) the filing of the Certificates of Merger with the\n        Secretary of State of the State of Delaware and the filing of\n        appropriate documents with the relevant authorities of other states in\n        which IPC or IXnet is qualified to do business and (iv) such other\n        consents, approvals, orders, authorizations, registrations,\n        declarations, filings or notices as are set forth in Section 3.01(d) of\n        the Disclosure Schedule.\n\n                (e) SEC Documents; Undisclosed Liabilities. IPC and, to the\n        extent applicable, its subsidiaries have filed all required reports,\n        schedules, forms, statements and other documents with the Securities and\n        Exchange Commission (the \"SEC\") since October 1, 1998, and IPC has\n        delivered or made available to Parent all reports, schedules, forms,\n        statements and other documents filed by IPC and, to the extent\n        applicable, its subsidiaries with the SEC since such date (collectively,\n        and in each case including all exhibits and schedules thereto and\n        documents incorporated by reference therein, the \"SEC Documents\"). As of\n        their respective dates, the SEC Documents complied in all material\n        respects with the requirements of the Securities Act or the Exchange\n        Act, as the case may be, and the rules and regulations of the SEC\n        promulgated thereunder applicable to such SEC Documents, and none of the\n        SEC Documents (including any and all financial statements included\n        therein) as of such dates (and, if amended or superseded by a filing\n        prior to the date of this Agreement, then on the date of such filing)\n        contained any untrue statement of a material fact or omitted to state a\n        material fact required to be stated therein or necessary in order to\n        make the statements therein, in light of the circumstances under which\n        they were made, not misleading. The consolidated financial statements\n        (including the related notes) of IPC and of IXnet included in all SEC\n        Documents filed since October 1, 1998 (the \"SEC Financial Statements\")\n        comply as to form in all material respects with applicable accounting\n        requirements and the published rules and regulations of the SEC with\n        respect thereto, have been prepared in accordance with generally\n        accepted accounting principles (except, in the case of unaudited\n        consolidated quarterly statements, as permitted by Form 10-Q of the SEC)\n        applied on a consistent basis during the periods involved (except as may\n        be indicated in the notes thereto) and fairly present the consolidated\n        financial position of IPC and its consolidated subsidiaries or IXnet and\n        its consolidated subsidiaries as the case may be as of the dates thereof\n        and the consolidated results of their respective operations and cash\n        flows for the periods then ended (subject, in the case of unaudited\n        quarterly statements, to normal year-end audit adjustments that have not\n        been and are not expected to be material in amount). Except as set forth\n        in Schedule 3.01(e), at the date of the most recent audited financial\n        statements of IPC included in the SEC Documents filed by IPC or its\n        subsidiaries since October 1, 1998 and prior to the date of this\n        Agreement (the \"Recent SEC Documents\"), neither IPC nor any\n\n\n   20\n\n\n                                                                              16\n\n\n        of its subsidiaries had, and since such date neither IPC nor any of such\n        subsidiaries incurred, any liabilities or obligations of any nature\n        (whether accrued, absolute, contingent or otherwise) which, individually\n        or in the aggregate, would reasonably be expected to have an IPC\n        Material Adverse Effect. To the best of IPC's knowledge, (i) all\n        historical financial statements supplied to Parent by IPC for periods\n        subsequent to December 31, 1999 have been prepared in accordance with\n        generally accepted accounting principles (except as permitted by Form\n        10-Q of the SEC) applied on a consistent basis during the periods\n        involved (except as may be indicated in the notes thereto) and fairly\n        present the consolidated financial position of IPC and its consolidated\n        subsidiaries as of the dates thereof and the consolidated results of\n        their operations and cash flows for the periods then ended (subject to\n        normal year-end adjustments that have not been and are not expected to\n        be material in amount) and (ii) all financial data so supplied for such\n        periods is true and accurate in all material respects.\n\n                (f) Information Supplied. None of the information supplied or to\n        be supplied by IPC for inclusion or incorporation by reference in (i)\n        the Forms S-4 (as defined in Section 5.01) will, at the time each Form\n        S-4 is filed with the SEC, and at any time it is amended or supplemented\n        or at the time it becomes effective under the Securities Act, contain\n        any untrue statement of a material fact or omit to state any material\n        fact required to be stated therein or necessary to make the statements\n        therein not misleading, and (ii) each Information Statement\/Prospectus\n        (as defined in Section 5.01(a)) will, at the date it is first mailed to\n        IPC's stockholders or IXnet's stockholders, as the case may be, or at\n        the time of the IPC Stockholder Meeting (as defined in Section 5.01(b))\n        or the IXnet Stockholder Meeting, as the case may be, contain any untrue\n        statement of a material fact or omit to state any material fact required\n        to be stated therein or necessary in order to make the statements\n        therein, in light of the circumstances under which they are made, not\n        misleading. The Forms S-4 and the Information Statement\/Prospectuses\n        will comply as to form in all material respects with the requirements of\n        the Exchange Act and the Securities Act and the rules and regulations\n        promulgated thereunder, except that no representation is made by IPC\n        with respect to statements made or incorporated by reference therein\n        based on information supplied by Parent or its subsidiaries for\n        inclusion or incorporation by reference in the Forms S-4 and the\n        Information Statement\/Prospectuses.\n\n                (g) Absence of Certain Changes or Events. Except as disclosed in\n        Section 3.01(g) of the Disclosure Schedule or except as included in the\n        Recent SEC Documents, since October 1, 1998, IPC has conducted its\n        business in all material respects only in the ordinary course consistent\n        with past practice and there is not and has not been any condition,\n        event or occurrence which, individually or in the aggregate, would\n        reasonably be expected to have an IPC Material Adverse Effect or an\n        IXnet Material Adverse Effect.\n\n                (h) Litigation; Labor Matters; Compliance with Laws. (i) Except\n        as disclosed in the Recent SEC Documents, there are no suits, actions,\n        complaints, charges, arbitrations, inquiries, counterclaims, proceedings\n        or governmental or internal investigations pending\n\n\n   21\n\n\n                                                                              17\n\n\n        or, to the knowledge of IPC, threatened in writing against or affecting\n        IPC or any of its subsidiaries which, individually or in the aggregate,\n        would reasonably be expected to have an IPC Material Adverse Effect; in\n        addition, there is not any judgment, decree, injunction, rule or order\n        of any Governmental Entity or arbitrator outstanding against IPC or any\n        of its subsidiaries having, or which could reasonably be expected to\n        have any such effect.\n\n                (ii) Except as disclosed in Section 3.01(h)(ii) of the\n        Disclosure Schedule, (A) neither IPC nor any of its subsidiaries is a\n        party to, or bound by, any collective bargaining agreement, contract or\n        other agreement or understanding with a labor union or labor\n        organization, (B) neither IPC nor any of its subsidiaries is the subject\n        of any proceeding asserting that it or any subsidiary has committed an\n        unfair labor practice or seeking to compel it to bargain with any labor\n        organization as to wages or conditions of employment nor is such unfair\n        labor practice threatened or otherwise affecting IPC or any of its\n        subsidiaries, (C) there is not any strike, work stoppage, dispute,\n        lockout or other labor controversy involving it or any of its\n        subsidiaries pending or, to its knowledge, threatened, any of which\n        would reasonably be expected to have an IPC Material Adverse Effect; (D)\n        no representation question exists or has been raised respecting any of\n        the Company's employees or any of its subsidiaries' employees within the\n        past three years, nor to the knowledge of IPC are there any campaigns\n        being conducted to solicit cards from employees of IPC or any of its\n        subsidiaries to authorize representation by any labor organization; (E)\n        neither IPC nor any of its subsidiaries has closed any plant or\n        facility, effectuated any layoffs of employees or implemented any early\n        retirement, separation or window program within the past three years,\n        nor has IPC or any of its subsidiaries planned or announced any such\n        action or program for the future; (F) neither IPC nor any of its\n        subsidiaries shall, at any time within the 90-day period prior to the\n        Closing Date, effectuate a \"plant closing\" or \"mass layoff\", as those\n        terms are defined in the Worker Adjustment and Retraining Notification\n        Act of 1988, as amended (\"WARN\"), or any state law, affecting in whole\n        of in part any site of employment, facility, operating unit or employee;\n        and (G) the Company and its subsidiaries are in compliance with their\n        obligations pursuant to WARN, and all other notification and bargaining\n        obligations arising under any collective bargaining agreement, statute\n        or otherwise.\n\n                (iii) The conduct of the business of each of IPC and each of its\n        subsidiaries and, to the knowledge of IPC, its contractors complies with\n        all statutes, laws, regulations, ordinances, rules, judgments, orders,\n        decrees or arbitration awards applicable thereto, including the Foreign\n        Corrupt Practices Act, except for violations or failures so to comply,\n        if any, that, individually or in the aggregate, could not reasonably be\n        expected to have an IPC Material Adverse Effect.\n\n                (i) Absence of Changes with respect to Employees and Employee\n        Benefit Plans. Except as set forth in Section 3.01(i) of the Disclosure\n        Schedule or in the Recent SEC Documents, since September 1, 1999, there\n        has not been any (i) increase in the compensation or fringe benefits of\n        any present or former director or Employee (as defined in Section\n        3.01(j) hereof) whose base salary equals or is in excess of $100,000 per\n        annum\n\n\n   22\n\n\n                                                                              18\n\n\n        as of September 1, 1999, of IPC or any subsidiary thereof (except for\n        increases in salary or wages in the ordinary course of business\n        consistent with past practice), (ii) grant of any severance or\n        termination pay to any present or former director or Employee whose base\n        salary equals or is in excess of $100,000 per annum as of September 1,\n        1999, of IPC or any subsidiary thereof (except in the ordinary course of\n        business consistent with past practice or as required by law or\n        agreements or plans in effect as of September 1, 1999), (iii) loan or\n        advance of money or other property by IPC or any subsidiary thereof to\n        any of their present or former directors or Employees which is\n        outstanding as of the date hereof; or (iv) establishment, adoption,\n        entrance into, amendment or termination of any IPC Plan (as defined in\n        Section 3.01(j) hereof).\n\n                (j) (i) Except as set forth therein, Section 3.01(j)(i) of the\n        Disclosure Schedule contains a true and complete list of each \"employee\n        benefit plan\" (within the meaning of section 3(3) of the Employee\n        Retirement Income Security Act of 1974, as amended (\"ERISA\"), including,\n        without limitation, multiemployer plans within the meaning of ERISA\n        section 3(37)), and all stock purchase, stock option, consulting,\n        severance, employment, change-in-control, termination, indemnification,\n        fringe benefit, collective bargaining, bonus, incentive, deferred\n        compensation and all other employee benefit plans, agreements, programs,\n        policies or other arrangements, whether or not subject to ERISA\n        (including any funding mechanism therefor now in effect or required in\n        the future as a result of the transactions contemplated by this\n        Agreement or otherwise), whether formal or informal, oral or written,\n        legally binding or not, under which any current or former director or\n        any employee or former employee of IPC or any subsidiary thereof (the\n        \"Employees\") has any present or future right to benefits, sponsored or\n        maintained by IPC or its subsidiaries or under which IPC or any\n        subsidiary thereof has had or has any present or future liability. All\n        such plans, agreements, programs, policies and arrangements shall be\n        collectively referred to as the \"IPC Plans\".\n\n                        (ii) Except as set forth in Section 3.10(j)(ii) of the\n        Disclosure Schedule, with respect to each IPC Plan, IPC has made\n        available to Parent a current, accurate and complete copy (or, to the\n        extent no such copy exists, an accurate description) thereof and, to the\n        extent applicable: (A) any related trust agreement or other funding\n        instrument; (B) the most recent determination letter, if applicable; (C)\n        any summary plan description and other written communications (or a\n        description of any oral communications) by IPC or any subsidiary thereof\n        to their employees concerning the extent of the benefits provided under\n        an IPC Plan; and (D) with respect to each employee pension plan, for the\n        three (3) most recent years (I) the Form 5500 and attached schedules,\n        (II) audited financial statements, (III) actuarial valuation reports and\n        (IV) attorney's response to an auditor's request for information.\n\n                        (iii) (A) Each IPC Plan has been established and\n        administered in accordance with its terms, and in compliance with the\n        applicable provisions of ERISA, the Code and other applicable laws,\n        rules and regulations; (B) each IPC Plan which is intended to be\n        qualified within the meaning of Code section 401(a) is so qualified and\n        has received a favorable determination letter as to its qualification,\n        and nothing has occurred,\n\n\n   23\n\n\n                                                                              19\n\n\n        whether by action or failure to act, that would reasonably be expected\n        to cause the loss of such qualification; (C) no event has occurred and\n        no condition exists that would subject IPC or any subsidiary thereof,\n        either directly or by reason of their affiliation with any member of\n        their \"Controlled Group\" (defined as any organization which is a member\n        of a controlled group of organizations within the meaning of Code\n        sections 414(b), (c), (m) or (o)), to any tax, fine, lien, penalty or\n        other liability imposed by ERISA, the Code or other applicable laws,\n        rules and regulations; (D) for each IPC Plan with respect to which a\n        Form 5500 has been filed, no material change has occurred with respect\n        to the matters covered by the most recent Form since the date thereof;\n        (E) no \"reportable event\" (as such term is defined in ERISA section\n        4043), \"prohibited transaction\" (as such term is defined in ERISA\n        section 406 and Code section 4975) or \"accumulated funding deficiency\"\n        (as such term is defined in ERISA section 302 and Code section 412\n        (whether or not waived)) has occurred with respect to any IPC Plan; (F)\n        no IPC Plan provides retiree welfare benefits and neither IPC nor any\n        subsidiary thereof has any obligations to provide any retiree welfare\n        benefits, other than those mandated by the Consolidated Omnibus Budget\n        Reconciliation Act of 1995; and (G) except as set forth in Section\n        3.01(j)(iii) of the Disclosure Schedule, all awards, grants or bonuses\n        made pursuant to any IPC Plan have been, or will be, fully deductible to\n        IPC or its subsidiaries notwithstanding the provisions of Section 162(m)\n        of the Internal Revenue Code and the regulations promulgated thereunder;\n        provided that with respect to each IPC Plan that is a multi-employer\n        plan, the representations contained in this Section 3.01(j)(iii) are\n        made to the knowledge of IPC.\n\n                        (iv) There are no IPC Plans (that are not multiemployer\n        plans) which are subject to Title IV of ERISA.\n\n                        (v) With respect to any multiemployer plan (within the\n        meaning of ERISA section 4001(a)(3)) to which IPC, any subsidiary\n        thereof, or any member of their Controlled Group has any liability or\n        contributes (or has at any time contributed or had an obligation to\n        contribute): (A) none of IPC, any subsidiary thereof, or any member of\n        their Controlled Group has incurred any withdrawal liability under Title\n        IV of ERISA, or to the best knowledge of IPC, would be subject to such\n        liability if, as of the Closing Date, IPC, any of its subsidiaries or\n        any member of their Controlled Group were to engage in a complete\n        withdrawal (as defined in ERISA section 4203) or partial withdrawal (as\n        defined in ERISA section 4205) from any such multiemployer plan; and (B)\n        to the best knowledge of IPC, no such multiemployer plan is in\n        reorganization or insolvent (as those terms are defined in ERISA\n        sections 4241 and 4245, respectively).\n\n                        (vi) With respect to any IPC Plan other than a\n        multiemployer plan, and to the best knowledge of IPC with respect to any\n        multiemployer plan, (A) no actions, suits or claims (other than routine\n        claims for benefits in the ordinary course) are pending or threatened,\n        (B) no facts or circumstances exist that could give rise to any such\n        actions, suits or claims, and (C) no administrative investigation, audit\n        or other administrative proceeding by the Department of Labor, the\n        Pension Benefit Guaranty Corporation, the\n\n\n   24\n\n\n                                                                              20\n\n\n        Internal Revenue Service or any other governmental agency is pending,\n        threatened or in progress.\n\n                        (vii) Except as set forth in Section 3.01(j)(vii) of the\n        Disclosure Schedule, no IPC Plan exists that, as a result of the\n        transaction contemplated by this Agreement, could result in the payment\n        to any current or former Employee or director of IPC or any subsidiary\n        thereof of any money or other property or could result in the\n        acceleration or provision of any other rights or benefits to any current\n        or former Employee or director of IPC or any subsidiary thereof, whether\n        or not such payment, right or benefit would constitute a parachute\n        payment within the meaning of Code section 280G.\n\n                (k) Tax Returns and Tax Payments. IPC and each of its\n        subsidiaries, and any consolidated, combined, unitary or aggregate group\n        for Tax purposes of which IPC or any of its subsidiaries is or has been\n        a member (a \"Consolidated Group\") has timely filed all Tax Returns\n        required to be filed by it and all such Tax Returns are correct and\n        complete in all material respects. All Taxes shown on such Tax Returns\n        have been timely paid, and IPC and each of its subsidiaries has timely\n        paid or accrued all Taxes for which a notice of assessment or collection\n        has been received (other than amounts being contested in good faith by\n        appropriate proceedings). IPC and its subsidiaries have made adequate\n        provision (to the extent required by, and in accordance with generally\n        accepted accounting principles (\"GAAP\")) for all Taxes payable for any\n        periods that end before the Effective Time of the Mergers for which no\n        Tax Returns have yet been filed and for any periods that begin before\n        the Effective Time of the Mergers and end after the Effective Time of\n        the Mergers to the extent such Taxes are attributable to the portion of\n        any such period ending at the Effective Time of the Mergers, and the\n        charges, accruals and reserves for Taxes reflected in the financial\n        statements of IPC and its subsidiaries are adequate under GAAP to cover\n        the Tax liability accruing or payable by IPC and its subsidiaries in\n        respect of periods prior to the date hereof. Except as set forth in\n        Section 3.01(k) of the Disclosure Schedule: (i) no material claim for\n        unpaid Taxes has become a lien against the property of IPC or any of its\n        subsidiaries or is being asserted in writing against IPC or any of its\n        subsidiaries, (ii) neither IPC nor any of its subsidiaries is delinquent\n        in the payment of any Tax and have not requested or filed any document\n        having the effect of causing any extension of time within which to file\n        any Tax Returns in respect of any fiscal year which have not since been\n        filed, (iii) no material audit or other proceeding with respect to any\n        Taxes due from IPC or any of its subsidiaries or any Tax Return of IPC\n        or any of its subsidiaries is pending, threatened, to IPC's knowledge,\n        or being conducted by a Tax authority, (iv) no extension of the statute\n        of limitations on the assessment of any Taxes has been granted by IPC\n        nor any of its subsidiaries and is currently in effect, (v) neither IPC\n        or any of its subsidiaries (A) has been a member of a Consolidated Group\n        filing a consolidated federal income Tax Return (other than a group the\n        common parent of which was IPC) or (B) has any liability for the Taxes\n        of any person (other than IPC and its subsidiaries), including liability\n        arising from the application of Treasury Regulation section 1.1502-6 or\n        any analogous provision of state, local or foreign law, or as a\n        transferee or successor, by contract, or otherwise, (vi) no consent\n        under Section 341(f) of the Code has been filed with respect to IPC or\n        any of its subsidiaries,\n\n\n   25\n\n\n                                                                              21\n\n\n        and (vii) all Taxes required to be withheld, collected or deposited by\n        or with respect to IPC and each of its subsidiaries have been timely\n        withheld, collected or deposited, as the case may be, and, to the extent\n        required, have been paid to the relevant taxing authority. As used\n        herein, \"Taxes\" shall mean all taxes of any kind, including those on or\n        measured by or referred to as income, gross receipts, sales, use, ad\n        valorem, franchise, profits, license, withholding, payroll, employment,\n        excise, severance, stamp, occupation, premium, value added, property or\n        windfall profits taxes, customs, duties or similar fees, assessments or\n        charges of any kind whatsoever, together with any interest and any\n        penalties, additions to tax or additional amounts imposed by any\n        governmental authority, domestic or foreign. As used herein, \"Tax\n        Return\" shall mean any return, report or statement required to be filed\n        with any Governmental Entity with respect to Taxes.\n\n                (l) Board Approval; Section 203 of the DGCL. The Board of\n        Directors of IPC has, prior to the execution hereof and prior to the\n        execution of the Voting Agreement, (i) approved the execution and\n        delivery by IPC of this Agreement, and the execution and delivery by the\n        parties thereto of the Voting Agreement and the consummation of the\n        Mergers and the other transactions contemplated by this Agreement and\n        the Voting Agreement. Section 203 of the DGCL is inapplicable to this\n        Agreement, the Mergers, the Voting Agreement and the other transactions\n        contemplated hereby and thereby with respect to both IPC and IXnet. No\n        state takeover statute or similar statute or regulation of the State of\n        Delaware or of any other state or jurisdiction applies or purports to\n        apply to this Agreement, the Mergers, the Voting Agreement, the\n        Stockholder Consents or any of the other transactions contemplated\n        hereby or thereby and (z) no provision of the certificate of\n        incorporation, by-laws or other governing instruments of IPC or any of\n        its subsidiaries or the terms of any rights plan or preferred stock of\n        IPC or any of its subsidiaries would, directly or indirectly, restrict\n        or impair the ability of Parent to vote, or otherwise to exercise the\n        rights of a stockholder with respect to, securities of IPC and its\n        subsidiaries that may be acquired or controlled by Parent or permit any\n        stockholder to acquire securities of IPC, IPC Systems, IXnet or any\n        Surviving Corporation on a basis not available to Parent in the event\n        that Parent were to acquire securities of IPC, IPC Systems or IXnet. The\n        Board of Directors of IPC Merger Sub has duly approved this Agreement\n        and the IXnet Merger and declared this Agreement advisable.\n\n                (m) Environmental Matters. (i) Except as disclosed in Section\n        3.01(m) of the Disclosure Schedule:\n\n                        (A) IPC and its subsidiaries including their\n                predecessors and their properties (I) are in compliance in all\n                material respects with all applicable Environmental Laws; (II)\n                hold all material Environmental Permits (each of which is in\n                full force and effect) required for any of their current or\n                intended operations or for any property owned, leased, or\n                otherwise operated by any of them; (III) are in compliance in\n                all material respects with all of their Environmental Permits;\n                and (IV) reasonably believe that: each of their Environmental\n                Permits will be timely renewed and complied with, without\n                material expense; any additional Environmental Permits that may\n                be required of any of them will be timely\n\n\n   26\n\n\n                                                                              22\n\n\n                obtained and complied with, without material expense; and\n                compliance with any Environmental Law that is or is expected to\n                become applicable to any of them will be timely attained and\n                maintained, without material expense;\n\n                        (B) None of IPC and its subsidiaries has received any\n                Environmental Claim, and none of IPC and its subsidiaries is\n                aware, after reasonable inquiry, of any threatened Environmental\n                Claim or of any circumstances, conditions or events that would\n                reasonably be expected to give rise to an Environmental Claim,\n                against IPC or any of its subsidiaries, in each case that,\n                individually or in the aggregate, would reasonably be expected\n                to have an IPC Material Adverse Effect;\n\n                        (C) None of IPC and its subsidiaries has entered into or\n                agreed to any consent decree or order under any Environmental\n                Law, and none of IPC and its subsidiaries is subject to any\n                judgment, decree or order of any governmental authority relating\n                to compliance with any Environmental Law or to investigation,\n                cleanup, remediation or removal of regulated substances under\n                any Environmental Law;\n\n                        (D) There are no (I) underground storage tanks, (II)\n                polychlorinated biphenyls, (III) asbestos or asbestos-containing\n                materials or (IV) Hazardous Materials present at any facility\n                currently or, to the knowledge of IPC, formerly owned, leased or\n                operated by IPC or any of its subsidiaries that would reasonably\n                be expected to give rise to material liability of IPC or any of\n                its subsidiaries under any Environmental Laws;\n\n                        (E) There are no past (including, to the knowledge of\n                IPC, with respect to assets or businesses formerly owned, leased\n                or operated by IPC or any of its subsidiaries) or present\n                actions, activities, events, conditions or circumstances,\n                including the release, threatened release, emission, discharge,\n                generation, treatment, storage or disposal of Hazardous\n                Materials, that would reasonably be expected to give rise to\n                material liability of IPC or any of its subsidiaries under any\n                Environmental Laws or any contract or agreement; and\n\n                        (F) None of IPC and its subsidiaries has assumed or\n                retained, by contract or, to the knowledge of IPC, operation of\n                law, any material liabilities of any kind, fixed or contingent,\n                under any Environmental Law or with respect to any Hazardous\n                Material or Environmental Claim.\n\n                (ii) The items on Section 3.01(m) of the Disclosure Schedule,\n        individually and in the aggregate, would not reasonably be expected to\n        have an IPC Material Adverse Effect.\n\n                (iii) IPC has provided or made available to Parent true and\n        complete copies of all Environmental Reports in its possession or\n        control.\n\n\n   27\n\n\n                                                                              23\n\n\n                (iv) For purposes of this Agreement, the following terms shall\n        have the following meanings:\n\n                                \"Environmental Claim\" means any written notice,\n                        claim, demand, action, suit, complaint, proceeding or\n                        other communication by any person alleging liability or\n                        potential liability (including liability or potential\n                        liability for investigatory costs, cleanup costs,\n                        governmental response costs, natural resource damages,\n                        property damage, personal injury, fines or penalties)\n                        arising out of, relating to, based on or resulting from\n                        (i) the presence, discharge, emission, release or\n                        threatened release of any Hazardous Materials at any\n                        location, whether or not owned, leased or operated by\n                        IPC or any of its subsidiaries, or Parent or any of its\n                        subsidiaries, as the case may be, or (ii) any\n                        Environmental Law or Environmental Permit.\n\n                                \"Environmental Laws\" means any and all laws,\n                        rules, orders, regulations, statutes, ordinances,\n                        guidelines, codes, decrees, or other legally enforceable\n                        requirement (including common law) of any foreign\n                        government, the United States, or any state, local,\n                        municipal or other governmental authority, regulating,\n                        relating to or imposing liability or standards of\n                        conduct concerning protection of the environment or of\n                        human health, or employee health and safety, as has\n                        been, is now, or may at any time hereafter be, in\n                        effect.\n\n                                \"Environmental Permits\" means any and all\n                        permits, licenses, approvals, registrations,\n                        notifications, exemptions and any other authorization\n                        required under any Environmental Law.\n\n                                \"Environmental Report\" means any report, study,\n                        assessment, audit, or other similar document that\n                        addresses any issue of actual or potential noncompliance\n                        with, or actual or potential liability under or cost\n                        arising out of, any Environmental Law that may in any\n                        way affect IPC or any of its subsidiaries.\n\n                                \"Hazardous Materials\" means any gasoline or\n                        petroleum (including crude oil or any fraction thereof)\n                        or petroleum products, polychlorinated biphenyls,\n                        urea-formaldehyde insulation, asbestos, pollutants,\n                        contaminants, radioactivity, and any other substances or\n                        forces of any kind, whether or not any such substance or\n                        force is defined as hazardous or toxic under any\n                        Environmental Law, that is regulated pursuant to or\n                        could give rise to liability under any Environmental\n                        Law.\n\n                (n) Material Contract Defaults; Non-Competes. (i) IPC has\n        provided or made available to Parent copies, and has provided a true and\n        correct list to Parent, of all material contracts, agreements,\n        commitments, arrangements, leases, licenses, policies or\n\n\n   28\n\n\n                                                                              24\n\n\n        other instruments to which it or any of its subsidiaries is a party or\n        by which it or any such subsidiary is bound (\"IPC Material Contracts\").\n        Neither IPC nor any of its subsidiaries is, or has received any notice\n        or has any knowledge that any other party is, in default or unable to\n        perform in any respect under any such IPC Material Contract, including\n        any license or agreement relating to intellectual property, except for\n        those defaults which could not reasonably be expected, either\n        individually or in the aggregate, to have an IPC Material Adverse\n        Effect; and there has not occurred any event that with the lapse of time\n        or the giving of notice or both would constitute such a material\n        default.\n\n                        (ii) Except as disclosed in Section 3.01(n) of the\n                Disclosure Schedule or in the Recent SEC Documents, neither IPC\n                nor any of its subsidiaries is a party to any agreement that\n                expressly limits the ability of IPC or any of its subsidiaries\n                to compete in or conduct any line of business or compete with\n                any person in any geographic area or during any period of time.\n\n                (o) Brokers. No broker, investment banker, financial advisor or\n        other person other than Salomon Smith Barney Inc. and Donaldson, Lufkin\n        &amp; Jenrette Securities Corporation is entitled to any broker's, finder's,\n        financial advisor's or other similar fee or commission in connection\n        with the transactions contemplated by this Agreement based upon\n        arrangements made by or on behalf of IPC.\n\n                (p) Opinion of Financial Advisor. IPC has received the opinions\n        of Salomon Smith Barney Inc. and Donaldson, Lufkin &amp; Jenrette Securities\n        Corporation, each dated the date of this Agreement, to the effect that,\n        as of the date thereof, the IPC Merger Exchange Ratio is fair, from a\n        financial point of view, to the holders of IPC Common Stock.\n\n                (q) Board Recommendation. The Board of Directors of IPC, at a\n        meeting duly called and held, has (i) determined that this Agreement and\n        the transactions contemplated hereby, including the Mergers, and the\n        Voting Agreement and the transactions contemplated thereby, taken\n        together, are fair to and in the best interests of the stockholders of\n        IPC, and (ii) declared this Agreement advisable and resolved to\n        recommend that the holders of the shares of IPC Common Stock adopt this\n        Agreement.\n\n                (r) Required Votes. The IPC Stockholder Approval, being the\n        affirmative approval, by vote or written consent, of a majority of the\n        outstanding shares of IPC Common Stock, is the only vote of the holders\n        of any class or series of IPC's securities necessary to adopt the Merger\n        Agreement and approve the Mergers and the other transactions\n        contemplated hereby. There is no vote of the holders of any class or\n        series of IPC's securities necessary to approve the Voting Agreement or\n        the transactions contemplated thereby. The affirmative approval, by vote\n        or written consent, of a majority of the outstanding shares of IPC\n        Systems Common Stock to adopt this Agreement (the \"IPC Systems\n        Stockholder Approval\") is the only vote of the holders of any class or\n        series of IPC Systems' securities necessary to adopt the Merger\n        Agreement and approve the Mergers and the other transactions\n        contemplated hereby.\n\n\n   29\n\n\n                                                                              25\n\n\n                (s) Properties. Except as disclosed in Section 3.01(s) of the\n        Disclosure Schedule or in the Recent SEC Documents, each of IPC and its\n        subsidiaries (i) has good and marketable title to all the properties and\n        assets reflected in the latest audited balance sheet included in the\n        Recent SEC Documents as being owned by IPC or one of its subsidiaries or\n        acquired after the date thereof which are, individually or in the\n        aggregate, material to IPC's business on a consolidated basis (except\n        properties sold or otherwise disposed of since the date thereof in the\n        ordinary course of business), free and clear of (A) all Liens except (1)\n        statutory liens securing payments not yet delinquent and (2) such\n        imperfections or irregularities of title, or other Liens (other than\n        real property mortgages or deeds of trust) as do not materially and\n        adversely affect the current use of the properties or assets subject\n        thereto or affected thereby or otherwise materially impair business\n        operations currently conducted at such properties, (B) all real property\n        mortgages and deeds of trust and (C) the Liens disclosed in Section\n        3.01(s) of the Disclosure Schedule and (ii) is the lessee of all\n        leasehold estates reflected in Section 3.01(s) of the Disclosure\n        Schedule hereto or acquired after the date thereof which are material to\n        its business on a consolidated basis and is in possession of the\n        properties purported to be leased thereunder, and each such lease is in\n        full force and effect and is valid without material default (and the\n        lessee has not received any written notice of default, whether or not\n        material) thereunder by the lessee or, to IPC's knowledge, the lessor.\n\n                (t) Intellectual Property. (i) Except as disclosed in the Recent\n        SEC Documents, IPC has heretofore made available to Parent, with respect\n        to the Intellectual Property owned, held or used by IPC or its\n        subsidiaries (\"IPC IP\"), all material patents, registrations and\n        applications relating thereto, all material unregistered copyrights,\n        trademarks, service marks, brand names, corporate names, technology and\n        inventions and each and every material license, sublicense,\n        consent-to-use agreement and other agreement granting or obtaining any\n        right to use or practice any rights under any IPC IP to which IPC and\/or\n        any of its subsidiaries is a party (\"IPC IP Licenses\").\n\n                        (ii) Except as disclosed on Section 3.01(t)(ii) of the\n        Disclosure Schedule, (1) IPC and\/or any of its subsidiaries own or has\n        the right to use all the Intellectual Property necessary for IPC and its\n        subsidiaries to conduct their businesses as is currently conducted and\n        consistent with past practice; (2) all of the material owned IPC IP is\n        valid, enforceable and unexpired, is free of Liens, and has not been\n        abandoned; (3) to IPC's knowledge, the IPC IP does not infringe or\n        otherwise impair the Intellectual Property of any third party and is not\n        being infringed or impaired by any third party; (4) no judgment, decree,\n        injunction, rule or order has been rendered or, to the knowledge of IPC,\n        is threatened by any Governmental Entity which would limit, cancel or\n        question the validity of (or IPC or any subsidiary's right to own or\n        use) any material IPC IP; (5) IPC takes all reasonable steps to protect,\n        maintain and safeguard the material IPC IP, including executing all\n        appropriate confidentiality agreements; (6) neither IPC and its\n        subsidiaries, nor, to IPC's knowledge, any other party to an IP License,\n        is alleged n writing to be, in breach or default thereunder, and IPC and\n        its subsidiaries have not received any written notification from any\n        third party that there is any such breach or default; (7) the\n        transactions contemplated by this Agreement shall in no material way\n        impair or limit the\n\n\n   30\n\n\n                                                                              26\n\n\n        rights of IPC or any of its subsidiaries under any IP License, or cause\n        any material payments to be due thereunder.\n\n                        For the purposes of this Agreement, \"Intellectual\n        Property\" shall mean all U.S., state and foreign intellectual property,\n        including without limitation all (1) (A) inventions, discoveries,\n        processes, designs, techniques, developments, technology, and related\n        improvements and know-how, whether or not patented or patentable; (B)\n        copyrights and works of authorship in any media, including computer\n        programs, software programs, databases and related items, advertising\n        and promotional materials (including graphics and text), and Internet\n        site content; (C) trademarks, service marks, trade names, brand names,\n        corporate names, domain names, logos, trade dress and all elements\n        thereof, the goodwill of any business symbolized thereby, and all\n        common-law rights relating thereto; (D) trade secrets and other\n        confidential information; (2) all registrations, applications,\n        recordings, and licenses or other agreements related thereto; (3) all\n        rights to obtain renewals, extensions, continuations,\n        continuations-in-part, reissues, divisions or similar legal protections\n        related thereto; and (4) rights to bring an action at law or in equity\n        for the infringement or other impairment of the foregoing before the\n        Closing Date, including the right to receive all proceeds and damages\n        therefrom.\n\n                (u) Transactions with Affiliates. Except as disclosed in the\n        Recent SEC Documents and as set forth on Section 3.01(u) of the\n        Disclosure Schedule and in the SEC Documents, from October 1, 1998\n        through the date of this Agreement, there has been no transaction,\n        agreement, arrangement or understanding, or any related series thereof,\n        between IPC or its subsidiaries or contractors, on the one hand, and\n        IPC's affiliates (other than wholly-owned (excluding directors' and\n        nominee shares) subsidiaries of IPC), on the other hand, in which the\n        amount or value involved exceeded $60,000.\n\n                SECTION 3.02 Representations and Warranties of IXnet. IXnet\nrepresents and warrants to Parent and GC Merger Sub as follows:\n\n                (a) Organization, Standing and Corporate Power. Each of IXnet\n        and each of its subsidiaries is duly organized, validly existing and in\n        good standing (with respect to jurisdictions which recognize the concept\n        of good standing) under the laws of the jurisdiction in which it is\n        incorporated and has the requisite corporate power and authority to\n        carry on its business as now being conducted, except where the failure\n        to have such power and authority could not reasonably be expected to\n        have an IXnet Material Adverse Effect. Each of IXnet and each of its\n        subsidiaries is duly qualified or licensed to do business and is in good\n        standing in each jurisdiction in which the nature of its business or the\n        ownership or leasing of its properties makes such qualification or\n        licensing necessary, other than in such jurisdictions where the failure\n        to be so qualified or licensed (individually or in the aggregate) would\n        not be reasonably expected to have an IXnet Material Adverse Effect. The\n        Recent IXnet SEC Documents (as defined in Section 3.02(e)) contain as\n        exhibits complete and correct copies of the Certificate of Incorporation\n        and By-laws of IXnet, in each case as amended to the date of this\n        Agreement.\n\n\n   31\n\n\n                                                                              27\n\n\n                (b) Subsidiaries. The only direct or indirect subsidiaries of\n        IXnet are those listed in Section 3.01(b) of the Disclosure Schedule.\n        All the outstanding shares of capital stock of each such subsidiary have\n        been validly issued and are fully paid and nonassessable and are owned\n        (of record and beneficially) by IXnet, by another subsidiary (wholly\n        owned) of IXnet or by IXnet and another such subsidiary (wholly owned),\n        free and clear of all Liens, except as set forth in Section 3.01(b) of\n        the Disclosure Schedule. Except for the ownership interests set forth in\n        Section 3.01(b) of the Disclosure Schedule or in the Recent IXnet SEC\n        Documents, IXnet does not own, directly or indirectly, any capital stock\n        or other ownership interest, and does not have any option or similar\n        right to acquire any assets or equity or other ownership interest, in\n        any corporation, partnership, business association, joint venture or\n        other entity.\n\n                (c) Capital Structure. As of February 21, 2000, the authorized\n        capital stock of IXnet consists of 100,000,000 shares of IXnet Common\n        Stock. As of the close of business on February 21, 2000, there were (i)\n        51,148,867 shares of IXnet Common Stock were issued and outstanding;\n        (ii) 0 shares of IXnet Common Stock held in the treasury of IXnet; (iii)\n        907,557 shares of IXnet Common Stock reserved for issuance upon exercise\n        of authorized but unissued IXnet Options pursuant to the Stock Plans;\n        and (iv) 9,053,409 shares of IXnet Common Stock issuable upon exercise\n        of outstanding IXnet Options. Section 3.01(c) of the Disclosure Schedule\n        sets forth the name of each holder of outstanding options to acquire\n        shares of IXnet Common Stock, the number of options held and the\n        exercise prices of such options. Except as set forth above, no shares of\n        capital stock or other equity securities of IXnet are authorized,\n        issued, reserved for issuance or outstanding. All outstanding shares of\n        capital stock of IXnet are, and all shares which may be issued pursuant\n        to the Stock Plans will be, when issued, duly authorized, validly\n        issued, fully paid and nonassessable and not subject to preemptive\n        rights. Other than the IXnet Options, there are no outstanding bonds,\n        debentures, notes or other indebtedness or other securities of IXnet\n        having the right to vote (or convertible into, or exchangeable or\n        exercisable for, securities having the right to vote) on any matters on\n        which stockholders of IXnet may vote. Except as set forth above, there\n        are no outstanding securities, options, warrants, calls, rights,\n        commitments, agreements, arrangements or undertakings of any kind to\n        which IXnet or any of its subsidiaries is a party or by which any of\n        them is bound obligating IXnet or any of its subsidiaries to issue,\n        deliver or sell, or cause to be issued, delivered or sold, additional\n        shares of capital stock or other equity or voting securities of IXnet or\n        of any of its subsidiaries or obligating IXnet or any of its\n        subsidiaries to issue, grant, extend or enter into any such security,\n        option, warrant, call, right, commitment, agreement, arrangement or\n        undertaking. Except as set forth in the Recent IXnet SEC Documents and\n        except for such indebtedness which is not material to IXnet, IXnet and\n        its subsidiaries have no indebtedness. Other than the IXnet Options, (i)\n        there are no outstanding contractual obligations, commitments,\n        understandings or arrangements of IXnet or any of its subsidiaries to\n        repurchase, redeem or otherwise acquire or make any payment in respect\n        of any shares of capital stock of IXnet or any of its subsidiaries and\n        (ii) there are no irrevocable proxies with respect to shares of capital\n        stock of IXnet or any subsidiary of IXnet. Except as set forth above or\n        in Section 3.01(c) of the Disclosure Schedule or in the Recent IXnet SEC\n        Documents, there\n\n\n   32\n\n\n                                                                              28\n\n\n        are no agreements or arrangements pursuant to which IXnet is or could be\n        required to register shares of IXnet Common Stock or other securities\n        under the Securities Act or other agreements or arrangements with or\n        among any securityholders of IXnet with respect to securities of IXnet.\n\n                (d) Authority; Noncontravention. IXnet has the requisite\n        corporate and other power and authority to enter into this Agreement\n        and, subject to the IXnet Stockholder Approval with respect to the\n        consummation of the IXnet Merger, which is being obtained by written\n        consent immediately following the execution of this Agreement, to\n        consummate the transactions contemplated hereby. Other than in its\n        capacity as a stockholder of IXnet, no corporate action is required to\n        be taken by IPC or its stockholders in connection with the consummation\n        of the IXnet Merger. The execution and delivery of this Agreement by\n        IXnet and the consummation by IXnet of the transactions contemplated\n        hereby have been duly authorized by all necessary corporate action on\n        the part of IXnet, subject, in the case of the IXnet Merger, to the\n        IXnet Stockholder Approval. This Agreement has been duly executed and\n        delivered by IXnet and constitutes a valid and binding obligation of\n        IXnet, enforceable against IXnet in accordance with its terms, except as\n        such enforceability may be limited by bankruptcy, insolvency,\n        reorganization, moratorium and similar laws relating to or affecting\n        creditors generally, by general equitable principles (regardless of\n        whether such enforceability is considered in a proceeding in equity or\n        at law) or by an implied covenant of good faith and fair dealing. Except\n        as disclosed in Section 3.01(d) of the Disclosure Schedule, the\n        execution and delivery of this Agreement do not, and the consummation of\n        the transactions contemplated by this Agreement and compliance with the\n        provisions hereof will not, conflict with, or result in any breach or\n        violation of, or default (with or without notice or lapse of time, or\n        both) under, or give rise to a right of termination, cancellation or\n        acceleration of or \"put\" right with respect to any obligation or to loss\n        of a material benefit under, or result in the creation of any Lien upon\n        any of the properties or assets of IXnet or any of its subsidiaries\n        under, (i) the Certificate of Incorporation or By-laws of IXnet or the\n        comparable charter or organizational documents of any of its\n        subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage,\n        indenture, lease or other agreement, instrument, permit, concession,\n        franchise or license applicable to IXnet or any of its subsidiaries or\n        their respective properties or assets or (iii) subject to the\n        governmental filings and other matters referred to in the following\n        sentence, any judgment, order, decree, statute, law, ordinance, rule,\n        regulation or arbitration award applicable to IXnet or any of its\n        subsidiaries or their respective properties or assets, other than, in\n        the case of clauses (ii) and (iii), any such conflicts, breaches,\n        violations, defaults, rights, losses or Liens that individually or in\n        the aggregate could not be reasonably expected to have an IXnet Material\n        Adverse Effect. No consent, approval, order or authorization of, or\n        registration, declaration or filing with, or notice to, any Governmental\n        Entity, is required by or with respect to IXnet or any of its\n        subsidiaries in connection with the execution and delivery of this\n        Agreement by IXnet or the consummation by IXnet of the transactions\n        contemplated hereby, except, with respect to this Agreement, for (i) the\n        filing of a premerger notification and report form by IXnet under the\n        HSR Act, (ii) the filing with the SEC of (y) Information Statements\n        relating to the Mergers, and (z) such\n\n\n   33\n\n\n                                                                              29\n\n\n        reports under the Exchange Act, as may be required in connection with\n        this Agreement and the transactions contemplated by this Agreement,\n        (iii) the filing of the Certificates of Merger with the Secretary of\n        State of the State of Delaware and the filing of appropriate documents\n        with the relevant authorities of other states in which IXnet is\n        qualified to do business and (iv) such other consents, approvals,\n        orders, authorizations, registrations, declarations, filings or notices\n        as are set forth in Section 3.01(d) of the Disclosure Schedule.\n\n                (e) SEC Documents; Undisclosed Liabilities. IXnet and, to the\n        extent applicable, its subsidiaries have filed all required reports,\n        schedules, forms, statements and other documents with the SEC since\n        October 1, 1998, and IXnet has delivered or made available to Parent all\n        reports, schedules, forms, statements and other documents filed by IXnet\n        and, to the extent applicable, its subsidiaries with the SEC since such\n        date (collectively, and in each case including all exhibits and\n        schedules thereto and documents incorporated by reference therein, the\n        \"IXnet SEC Documents\"). As of their respective dates, the IXnet SEC\n        Documents complied in all material respects with the requirements of the\n        Securities Act or the Exchange Act, as the case may be, and the rules\n        and regulations of the SEC promulgated thereunder applicable to such\n        IXnet SEC Documents, and none of the IXnet SEC Documents (including any\n        and all financial statements included therein) as of such dates (and, if\n        amended or superseded by a filing prior to the date of this Agreement,\n        then on the date of such filing) contained any untrue statement of a\n        material fact or omitted to state a material fact required to be stated\n        therein or necessary in order to make the statements therein, in light\n        of the circumstances under which they were made, not misleading. The\n        consolidated financial statements (including the related notes) of IXnet\n        included in all IXnet SEC Documents filed since October 1, 1998 (the\n        \"IXnet SEC Financial Statements\") comply as to form in all material\n        respects with applicable accounting requirements and the published rules\n        and regulations of the SEC with respect thereto, have been prepared in\n        accordance with generally accepted accounting principles (except, in the\n        case of unaudited consolidated quarterly statements, as permitted by\n        Form 10-Q of the SEC) applied on a consistent basis during the periods\n        involved (except as may be indicated in the notes thereto) and fairly\n        present the consolidated financial position of IXnet and its\n        consolidated subsidiaries as of the dates thereof and the consolidated\n        results of its operations and cash flows for the periods then ended\n        (subject, in the case of unaudited quarterly statements, to normal\n        year-end audit adjustments that have not been and are not expected to be\n        material in amount). Except as set forth in Schedule 3.01(e), at the\n        date of the most recent audited financial statements of IXnet included\n        in the IXnet SEC Documents filed by IXnet or its subsidiaries since\n        October 1, 1998 and prior to the date of this Agreement (the \"Recent\n        IXnet SEC Documents\"), neither IXnet nor any of its subsidiaries had,\n        and since such date neither IXnet nor any of such subsidiaries incurred,\n        any liabilities or obligations of any nature (whether accrued, absolute,\n        contingent or otherwise) which, individually or in the aggregate, would\n        reasonably be expected to have an IXnet Material Adverse Effect. To the\n        best of IXnet's knowledge, (i) all historical financial statements\n        supplied to Parent by IXnet for periods subsequent to December 31, 1999\n        have been prepared in accordance with generally accepted accounting\n        principles (except as permitted by Form 10-Q of the\n\n\n   34\n\n\n                                                                              30\n\n\n        SEC) applied on a consistent basis during the periods involved (except\n        as may be indicated in the notes thereto) and fairly present the\n        consolidated financial position of IXnet and its consolidated\n        subsidiaries as of the dates thereof and the consolidated results of\n        their operations and cash flows for the periods then ended (subject to\n        normal year-end adjustments that have not been and are not expected to\n        be material in amount) and (ii) all financial data so supplied for such\n        periods is true and accurate in all material respects.\n\n                (f) Information Supplied. None of the information supplied or to\n        be supplied by IXnet for inclusion or incorporation by reference in (i)\n        the Forms S-4 will, at the time each Form S-4 is filed with the SEC, and\n        at any time it is amended or supplemented or at the time it becomes\n        effective under the Securities Act, contain any untrue statement of a\n        material fact or omit to state any material fact required to be stated\n        therein or necessary to make the statements therein not misleading, and\n        (ii) each Information Statement\/Prospectus will, at the date it is first\n        mailed to IXnet's stockholders or IPC's stockholders, as the case may\n        be, at the time of the IXnet Stockholder Meeting or the IPC Stockholder\n        Meeting, as the case may be, contain any untrue statement of a material\n        fact or omit to state any material fact required to be stated therein or\n        necessary in order to make the statements therein, in light of the\n        circumstances under which they are made, not misleading. The Forms S-4\n        and the Information Statement\/Prospectuses will comply as to form in all\n        material respects with the requirements of the Exchange Act and the\n        Securities Act and the rules and regulations promulgated thereunder,\n        except that no representation is made by IXnet with respect to\n        statements made or incorporated by reference therein based on\n        information supplied by Parent or GC Merger Sub for inclusion or\n        incorporation by reference in the Forms S-4 and the Information\n        Statement\/Prospectuses.\n\n                (g) Absence of Certain Changes or Events. Except as disclosed in\n        Section 3.01(g) of the Disclosure Schedule or except as included in the\n        Recent IXnet SEC Documents, since October 1, 1998, IXnet has conducted\n        its business in all material respects only in the ordinary course\n        consistent with past practice and there is not and has not been any\n        condition, event or occurrence which, individually or in the aggregate,\n        would reasonably be expected to have an IXnet Material Adverse Effect.\n\n                (h) Litigation; Labor Matters; Compliance with Laws. (i) Except\n        as disclosed in the Recent SEC Documents, there are no suits, actions,\n        complaints, charges, arbitrations, inquiries, counterclaims, proceedings\n        or governmental or internal investigations pending or, to the knowledge\n        of IXnet, threatened in writing against or affecting IPC or any of its\n        subsidiaries which, individually or in the aggregate, would reasonably\n        be expected to have an IXnet Material Adverse Effect; in addition, there\n        is not any judgment, decree, injunction, rule or order of any\n        Governmental Entity or arbitrator outstanding against IXnet or any of\n        its subsidiaries having, or which could reasonably be expected to have\n        any such effect.\n\n\n   35\n\n\n                                                                              31\n\n\n                        (ii) Except as disclosed in Section 3.01(h)(ii) of the\n        Disclosure Schedule, (A) neither IXnet nor any of its subsidiaries is a\n        party to, or bound by, any collective bargaining agreement, contract or\n        other agreement or understanding with a labor union or labor\n        organization, (B) neither IPC nor any of its subsidiaries is the subject\n        of any proceeding asserting that it or any subsidiary has committed an\n        unfair labor practice or seeking to compel it to bargain with any labor\n        organization as to wages or conditions of employment nor is such unfair\n        labor practice threatened or otherwise affecting IXnet or any of its\n        subsidiaries, (C) there is not any strike, work stoppage, dispute,\n        lockout or other labor controversy involving it or any of its\n        subsidiaries pending or, to its knowledge, threatened, any of which\n        would reasonably be expected to have an IXnet Material Adverse Effect;\n        (D) no representation question exists or has been raised respecting any\n        of the Company's employees or any of its subsidiaries' employees within\n        the past three years, nor to the knowledge of IXnet are there any\n        campaigns being conducted to solicit cards from employees of IXnet or\n        any of its subsidiaries to authorize representation by any labor\n        organization; (E) neither IXnet nor any of its subsidiaries has closed\n        any plant or facility, effectuated any layoffs of employees or\n        implemented any early retirement, separation or window program within\n        the past three years, nor has IXnet or any of its subsidiaries planned\n        or announced any such action or program for the future; (F) neither\n        IXnet nor any of its subsidiaries shall, at any time within the 90-day\n        period prior to the Closing Date, effectuate a \"plant closing\" or \"mass\n        layoff\", as those terms are defined in WARN, or any state law, affecting\n        in whole of in part any site of employment, facility, operating unit or\n        employee; and (G) the Company and its subsidiaries are in compliance\n        with their obligations pursuant to WARN, and all other notification and\n        bargaining obligations arising under any collective bargaining\n        agreement, statute or otherwise.\n\n                        (iii) The conduct of the business of each of IXnet and\n        each of its subsidiaries and, to the knowledge of IXnet, its contractors\n        complies with all statutes, laws, regulations, ordinances, rules,\n        judgments, orders, decrees or arbitration awards applicable thereto,\n        including the Foreign Corrupt Practices Act, except for violations or\n        failures so to comply, if any, that, individually or in the aggregate,\n        could not reasonably be expected to have an IXnet Material Adverse\n        Effect.\n\n                (i) Absence of Changes with respect to Employees and Employee\n        Benefit Plans. Except as set forth in Section 3.01(i) of the Disclosure\n        Schedule or in the Recent IXnet SEC Documents, since September 1, 1999,\n        there has not been any (i) increase in the compensation or fringe\n        benefits of any present or former director or IXnet Employee (as defined\n        below) whose base salary equals or is in excess of $100,000 per annum as\n        of September 1, 1999 (except for increases in salary or wages in the\n        ordinary course of business consistent with past practice), (ii) grant\n        of any severance or termination pay to any present or former director or\n        IXnet Employee whose base salary equals or is in excess of $100,000 per\n        annum as of September 1, 1999 (except in the ordinary course of business\n        consistent with past practice or as required by law or agreements or\n        plans in effect as of September 1, 1999), (iii) loan or advance of money\n        or other property by IXnet or any subsidiary thereof to any of their\n        present or former directors or IXnet Employees\n\n\n   36\n\n\n                                                                              32\n\n\n        which is outstanding as of the date hereof or (iv) establishment,\n        adoption, entrance into, amendment or termination of any IXnet Plan (as\n        defined below).\n\n                (j) (i) Except as set forth therein, Section 3.01(j)(i) of the\n        Disclosure Schedule contains a true and complete list of each \"employee\n        benefit plan\" (within the meaning of section 3(3) of the Employee\n        Retirement Income Security Act of 1974, as amended (\"ERISA\"), including,\n        without limitation, multiemployer plans within the meaning of ERISA\n        section 3(37)), and all stock purchase, stock option, consulting,\n        severance, employment, change-in-control, termination, indemnification,\n        fringe benefit, collective bargaining, bonus, incentive, deferred\n        compensation and all other employee benefit plans, agreements, programs,\n        policies or other arrangements, whether or not subject to ERISA\n        (including any funding mechanism therefor now in effect or required in\n        the future as a result of the transaction contemplated by this Agreement\n        or otherwise), whether formal or informal, oral or written, legally\n        binding or not, under which any current or former director or any\n        employee or former employee of IXnet or any subsidiary thereof (the\n        \"IXnet Employees\") has any present or future right to benefits,\n        sponsored or maintained by IXnet or its subsidiaries or under which\n        IXnet or any subsidiary thereof has had or has any present or future\n        liability. All such plans, agreements, programs, policies and\n        arrangements shall be collectively referred to as the \"IXnet Plans\".\n\n                        (ii) Except as set forth in Section 3.01(j)(ii) of the\n        Disclosure Schedule, with respect to each IXnet Plan, IXnet has made\n        available to Parent a current, accurate and complete copy (or, to the\n        extent no such copy exists, an accurate description) thereof and, to the\n        extent applicable: (A) any related trust agreement or other funding\n        instrument; (B) the most recent determination letter, if applicable; (C)\n        any summary plan description and other written communications (or a\n        description of any oral communications) by IXnet or any subsidiary\n        thereof to their employees concerning the extent of the benefits\n        provided under a IXnet Plan; and (D) with respect to each employee\n        pension benefit plan, for the three (3) most recent years (I) the Form\n        5500 and attached schedules, (II) audited financial statements, (III)\n        actuarial valuation reports and (IV) attorney's response to an auditor's\n        request for information.\n\n                        (iii) (A) Each IXnet Plan has been established and\n        administered in accordance with its terms, and in compliance with the\n        applicable provisions of ERISA, the Code and other applicable laws,\n        rules and regulations; (B) each IXnet Plan which is intended to be\n        qualified within the meaning of Code section 401(a) is so qualified and\n        has received a favorable determination letter as to its qualification,\n        and nothing has occurred, whether by action or failure to act, that\n        would reasonably be expected to cause the loss of such qualification;\n        (C) no event has occurred and no condition exists that would subject\n        IXnet or any subsidiary thereof, either directly or by reason of their\n        affiliation with any member of their \"Controlled Group\" (defined as any\n        organization which is a member of a controlled group of organizations\n        within the meaning of Code sections 414(b), (c), (m) or (o)), to any\n        tax, fine, lien, penalty or other liability imposed by ERISA, the Code\n        or other applicable laws, rules and regulations; (D) for each IXnet Plan\n        with respect to which a Form 5500 has been filed, no material change has\n        occurred with respect to the matters\n\n\n   37\n\n\n                                                                              33\n\n\n        covered by the most recent Form since the date thereof; (E) no\n        \"reportable event\" (as such term is defined in ERISA section 4043),\n        \"prohibited transaction\" (as such term is defined in ERISA section 406\n        and Code section 4975) or \"accumulated funding deficiency\" (as such term\n        is defined in ERISA section 302 and Code section 412 (whether or not\n        waived)) has occurred with respect to any IXnet Plan; (F) no IXnet Plan\n        provides retiree welfare benefits and neither IXnet nor any subsidiary\n        thereof has any obligations to provide any retiree welfare benefits,\n        other than those mandated by the Consolidated Omnibus Budget\n        Reconciliation Act of 1995; and (G) except as set forth in Section\n        3.01(j)(iii) of the Disclosure Schedule, all awards, grants or bonuses\n        made pursuant to any IXnet Plan have been, or will be, fully deductible\n        to IXnet or its subsidiaries notwithstanding the provisions of Section\n        162(m) of the Code and the regulations promulgated thereunder; provided\n        that with respect to each IXnet Plan that is a multi-employer plan, the\n        representations contained in this Section 3.02(j)(iii) are made to the\n        knowledge of IXnet.\n\n                        (iv) There are no IXnet Plans that are not multiemployer\n        plans which are subject to Title IV of ERISA.\n\n                        (v) With respect to any multiemployer plan (within the\n        meaning of ERISA section 4001(a)(3)) to which IXnet, any subsidiary\n        thereof, or any member of their Controlled Group has any liability or\n        contributes (or has at any time contributed or had an obligation to\n        contribute): (A) none of IXnet, any subsidiary thereof, or any member of\n        their Controlled Group has incurred any withdrawal liability under Title\n        IV of ERISA or, to the best knowledge of IXnet, would be subject to such\n        liability if, as of the Closing Date, IXnet, any of its subsidiaries or\n        any member of their Controlled Group were to engage in a complete\n        withdrawal (as defined in ERISA section 4203) or partial withdrawal (as\n        defined in ERISA section 4205) from any such multiemployer plan; and (B)\n        to the best knowledge of IXnet, no such multiemployer plan is in\n        reorganization or insolvent (as those terms are defined in ERISA\n        sections 4241 and 4245, respectively).\n\n                        (vi) With respect to any IXnet Plan other than a\n        multiemployer plan, and to the best knowledge of IXnet with respect to\n        any multiemployer plan, (A) no actions, suits or claims (other than\n        routine claims for benefits in the ordinary course) are pending or\n        threatened, (B) no facts or circumstances exist that could give rise to\n        any such actions, suits or claims, and (C) no administrative\n        investigation, audit or other administrative proceeding by the\n        Department of Labor, the Pension Benefit Guaranty Corporation, the\n        Internal Revenue Service or any other governmental agency is pending,\n        threatened or in progress.\n\n                        (vii) Except as set forth in Section 3.01(j)(vii) of the\n        Disclosure Schedule, no IXnet Plan exists that, as a result of the\n        transaction contemplated by this Agreement, could result in the payment\n        to any current or former Employee or director of IXnet or any subsidiary\n        thereof of any money or other property or could result in the\n        acceleration or provision of any other rights or benefits to any current\n        or former Employee or director of\n\n\n   38\n\n\n                                                                              34\n\n\n        IXnet or any subsidiary thereof, whether or not such payment, right or\n        benefit would constitute a parachute payment within the meaning of Code\n        section 280G.\n\n                (k) Tax Returns and Tax Payments. IXnet and each of its\n        subsidiaries, and any Consolidated Group for Tax purposes of which IXnet\n        or any of its subsidiaries is or has been a member (an \"IXnet\n        Consolidated Group\") has timely filed all Tax Returns required to be\n        filed by it and all such Tax Returns are correct and complete in all\n        material respects. All Taxes shown on such Tax Returns have been timely\n        paid, and IXnet, each of its subsidiaries and each IXnet Consolidated\n        Group has timely paid or accrued all Taxes for which a notice of\n        assessment or collection has been received (other than amounts being\n        contested in good faith by appropriate proceedings). IXnet, its\n        subsidiaries and each IXnet Consolidated Group have made adequate\n        provision (to the extent required by, and in accordance with GAAP) for\n        all Taxes payable for any periods that end before the Effective Time of\n        the Mergers for which no Tax Returns have yet been filed and for any\n        periods that begin before the Effective Time of the Mergers and end\n        after the Effective Time of the Mergers to the extent such Taxes are\n        attributable to the portion of any such period ending at the Effective\n        Time of the Mergers, and the charges, accruals and reserves for Taxes\n        reflected in the financial statements of IXnet, its subsidiaries and\n        each IXnet Consolidated Group are adequate under GAAP to cover the Tax\n        liability accruing or payable by IXnet and its subsidiaries in respect\n        of periods prior to the date hereof. Except as set forth in Section\n        3.01(k) of the Disclosure Schedule: (i) no material claim for unpaid\n        Taxes has become a lien against the property of IXnet or any of its\n        subsidiaries or is being asserted in writing against IXnet or any of its\n        subsidiaries, (ii) neither IXnet nor any of its subsidiaries is\n        delinquent in the payment of any Tax or has requested or filed any\n        document having the effect of causing any extension of time within which\n        to file any Tax Returns in respect of any fiscal year which have not\n        since been filed, (iii) no material audit or other proceeding with\n        respect to any Taxes due from IXnet, any of its subsidiaries or any\n        IXnet Consolidated Group or any Tax Return of IXnet, any of its\n        subsidiaries or any IXnet Consolidated Group is pending, threatened, to\n        the best of IXnet's knowledge, or being conducted by a Tax authority,\n        (iv) no extension of the statute of limitations on the assessment of any\n        Taxes has been granted by IXnet, any of its subsidiaries or any IXnet\n        Consolidated Group and is currently in effect, (v) neither IXnet or any\n        of its subsidiaries (A) has been a member of a Consolidated Group filing\n        a consolidated federal income Tax Return (other than a group the common\n        parent of which was IPC) or (B) has any liability for the Taxes of any\n        person (other than IXnet and its subsidiaries), including liability\n        arising from the application of Treasury Regulation section 1.1502-6 or\n        any analogous provision of state, local or foreign law, or as a\n        transferee or successor, by contract, or otherwise, (vi) no consent\n        under Section 341(f) of the Code has been filed with respect to IXnet or\n        any of its subsidiaries, and (vii) all Taxes required to be withheld,\n        collected or deposited by or with respect to IXnet, each of its\n        subsidiaries and each IXnet Consolidated Group have been timely\n        withheld, collected or deposited, as the case may be, and, to the extent\n        required, have been paid to the relevant taxing authority.\n\n\n   39\n\n\n                                                                              35\n\n\n                (l) Board Approval; Section 203 of the DGCL. The Board of\n        Directors of IXnet has, prior to the execution hereof, approved the\n        execution and delivery by IXnet of this Agreement and the consummation\n        of the Mergers and the other transactions contemplated by this\n        Agreement. Section 203 of the DGCL is inapplicable to this Agreement,\n        the Mergers, the Voting Agreement and the other transactions\n        contemplated hereby and thereby with respect to IXnet. No state takeover\n        statute or similar statute or regulation of the State of Delaware or of\n        any other state or jurisdiction applies or purports to apply to this\n        Agreement, the Mergers, the Voting Agreement, the Stockholder Consents\n        or any of the other transactions contemplated hereby or thereby and no\n        provision of the certificate of incorporation, by-laws or other\n        governing instruments of IXnet or any of its subsidiaries or the terms\n        of any rights plan or preferred stock of IXnet would, directly or\n        indirectly, restrict or impair the ability of Parent to vote, or\n        otherwise to exercise the rights of a stockholder with respect to,\n        securities of IXnet and its subsidiaries that may be acquired or\n        controlled by Parent or permit any stockholder to acquire securities of\n        IXnet or the IXnet Merger Surviving Corporation on a basis not available\n        to Parent in the event that Parent were to acquire securities of IXnet\n        or its subsidiaries.\n\n                (m) Environmental Matters. (i) Except as disclosed in Section\n        3.01(m) of the Disclosure Schedule:\n\n                        (A) IXnet and its subsidiaries including their\n                predecessors and their properties (I) are in compliance in all\n                material respects with all applicable Environmental Laws; (II)\n                hold all material Environmental Permits (each of which is in\n                full force and effect) required for any of their current or\n                intended operations or for any property owned, leased, or\n                otherwise operated by any of them; (III) are in compliance in\n                all material respects with all of their Environmental Permits;\n                and (IV) reasonably believe that: each of their Environmental\n                Permits will be timely renewed and complied with, without\n                material expense; any additional Environmental Permits that may\n                be required of any of them will be timely obtained and complied\n                with, without material expense; and compliance with any\n                Environmental Law that is or is expected to become applicable to\n                any of them will be timely attained and maintained, without\n                material expense;\n\n                        (B) None of IXnet and its subsidiaries has received any\n                Environmental Claim, and none of IXnet and its subsidiaries is\n                aware, after reasonable inquiry, of any threatened Environmental\n                Claim or of any circumstances, conditions or events that would\n                reasonably be expected to give rise to an Environmental Claim,\n                against IXnet or any of its subsidiaries, in each case that,\n                individually or in the aggregate, would reasonably be expected\n                to have an IXnet Material Adverse Effect;\n\n                        (C) None of IXnet and its subsidiaries has entered into\n                or agreed to any consent decree or order under any Environmental\n                Law, and none of IXnet and its subsidiaries is subject to any\n                judgment, decree or order of any governmental authority relating\n                to compliance with any Environmental Law or to investigation,\n\n\n   40\n\n\n                                                                              36\n\n\n                cleanup, remediation or removal of regulated substances under\n                any Environmental Law;\n\n                        (D) There are no (I) underground storage tanks, (II)\n                polychlorinated biphenyls, (III) asbestos or asbestos-containing\n                materials or (IV) Hazardous Materials present at any facility\n                currently or, to the knowledge of IXnet, formerly owned, leased\n                or operated by IXnet or any of its subsidiaries that would\n                reasonably be expected to give rise to material liability of\n                IXnet or any of its subsidiaries under any Environmental Laws;\n\n                        (E) There are no past (including, to the knowledge of\n                IXnet, with respect to assets or businesses formerly owned,\n                leased or operated by IXnet or any of its subsidiaries) or\n                present actions, activities, events, conditions or\n                circumstances, including the release, threatened release,\n                emission, discharge, generation, treatment, storage or disposal\n                of Hazardous Materials, that would reasonably be expected to\n                give rise to material liability of IXnet or any of its\n                subsidiaries under any Environmental Laws or any contract or\n                agreement; and\n\n                        (F) To the knowledge of IXnet, none of IXnet and its\n                subsidiaries has assumed or retained, by contract or operation\n                of law, any material liabilities of any kind, fixed or\n                contingent, under any Environmental Law or with respect to any\n                Hazardous Material or Environmental Claim.\n\n                (ii) The items on Section 3.01(m) of the Disclosure Schedule,\n        individually and in the aggregate, would not reasonably be expected to\n        have an IXnet Material Adverse Effect.\n\n                (iii) IXnet has provided or made available to Parent and GC\n        Merger Sub true and complete copies of all Environmental Reports in its\n        possession or control.\n\n                (n) Material Contract Defaults; Non-Competes. (i) IXnet has\n        provided or made available to Parent copies, and has provided a true and\n        correct list to Parent, of all material contracts, agreements,\n        commitments, arrangements, leases, licenses, policies or other\n        instruments to which it or any of its subsidiaries is a party or by\n        which it or any such subsidiary is bound (\"IXnet Material Contracts\").\n        Neither IXnet nor any of its subsidiaries is, or has received any notice\n        or has any knowledge that any other party is, in default or unable to\n        perform in any respect under any such IXnet Material Contract, including\n        any license or agreement relating to intellectual property, except for\n        those defaults which could not reasonably be expected, either\n        individually or in the aggregate, to have a material adverse effect with\n        respect to IXnet; and there has not occurred any event that with the\n        lapse of time or the giving of notice or both would constitute such a\n        material default.\n\n                        (ii) Except as disclosed in Section 3.01(n) of the\n                Disclosure Schedule or in the Recent IXnet SEC Documents,\n                neither IXnet nor any of its subsidiaries is a\n\n\n   41\n\n\n                                                                              37\n\n\n                party to any agreement that expressly limits the ability of\n                IXnet or any of its subsidiaries to compete in or conduct any\n                line of business or compete with any person in any geographic\n                area or during any period of time.\n\n                (o) Brokers. No broker, investment banker, financial advisor or\n        other person other than Salomon Smith Barney Inc. and Donaldson, Lufkin\n        &amp; Jenrette Securities Corporation is entitled to any broker's, finder's,\n        financial advisor's or other similar fee or commission in connection\n        with the transactions contemplated by this Agreement based upon\n        arrangements made by or on behalf of IXnet.\n\n                (p) Opinion of Financial Advisor. IXnet has received the\n        opinions of Salomon Smith Barney Inc. and Donaldson, Lufkin &amp; Jenrette\n        Securities Corporation, each dated the date of this Agreement, to the\n        effect that, as of the date thereof, the IXnet Merger Exchange Ratio is\n        fair, from a financial point of view, to the holders of IXnet Common\n        Stock.\n\n                (q) Board Recommendation. The Board of Directors of IXnet, at a\n        meeting duly called and held, has (i) determined that this Agreement and\n        the transactions contemplated hereby, including the Mergers, and the\n        Voting Agreement and the transactions contemplated thereby, taken\n        together, are fair to and in the best interests of the stockholders of\n        IXnet, and (ii) declared this Agreement advisable and resolved to\n        recommend that the holders of the shares of IXnet Common Stock adopt\n        this Agreement.\n\n                (r) Required IXnet Vote. The IXnet Stockholder Approval, being\n        the affirmative approval, by vote or written consent, of a majority of\n        the outstanding shares of IXnet Common Stock, is the only vote of the\n        holders of any class or series of IXnet's securities necessary to adopt\n        the Merger Agreement and approve the Mergers and the other transactions\n        contemplated hereby. There is no vote of the holders of any class or\n        series of IXnet's securities necessary to approve the Voting Agreement\n        or the transactions contemplated thereby.\n\n                (s) Properties. Except as disclosed in the Recent IXnet SEC\n        Documents or in Section 3.01(s) of the Disclosure Schedule hereto, each\n        of IXnet and its subsidiaries (i) has good and marketable title to all\n        the properties and assets reflected in the latest audited balance sheet\n        included in the Recent IXnet SEC Documents as being owned by IXnet or\n        one of its subsidiaries or acquired after the date thereof which are,\n        individually or in the aggregate, material to IXnet's business on a\n        consolidated basis (except properties sold or otherwise disposed of\n        since the date thereof in the ordinary course of business), free and\n        clear of (A) all Liens except (1) statutory liens securing payments not\n        yet delinquent and (2) such imperfections or irregularities of title, or\n        other Liens (other than real property mortgages or deeds of trust) as do\n        not materially and adversely affect the current use of the properties or\n        assets subject thereto or affected thereby or otherwise materially\n        impair business operations currently conducted at such properties, (B)\n        all real property mortgages and deeds of trust and (C) the Liens\n        disclosed in Section 3.01(s) of the Disclosure Schedule and (ii) is the\n        lessee of all leasehold estates reflected in Section\n\n\n   42\n\n\n                                                                              38\n\n\n        3.01(s) of the Disclosure Schedule or acquired after the date thereof\n        which are material to its business on a consolidated basis and is in\n        possession of the properties purported to be leased thereunder, and each\n        such lease is in full force and effect and is valid without material\n        default (and the lessee has not received any notice of default, whether\n        or not material) thereunder by the lessee or, to IXnet's knowledge, the\n        lessor.\n\n                (t) Intellectual Property. (i) Except as disclosed in the Recent\n        IXnet SEC Documents, IXnet has heretofore made available to Parent, with\n        respect to the Intellectual Property owned, held or used by IXnet or its\n        subsidiaries (\"IXnet IP\"), all material patents, registrations and\n        applications relating thereto, all material unregistered copyrights,\n        trademarks, service marks, brand names, corporate names, technology and\n        inventions and each and every material license, sublicense,\n        consent-to-use agreement and other agreement granting or obtaining any\n        right to use or practice any rights under any IXnet IP to which IXnet\n        and\/or any of its subsidiaries is a party (\"IXnet IP Licenses\").\n\n                        (ii) Except as disclosed on Section 3.01(t)(ii) of the\n        Disclosure Schedule, (1) IXnet and\/or any of its subsidiaries own or has\n        the right to use all the Intellectual Property necessary for IXnet and\n        its subsidiaries to conduct their businesses as is currently conducted\n        and consistent with past practice; (2) all of the material IXnet IP is\n        valid, enforceable and unexpired, is free of Liens, and has not been\n        abandoned; (3) to IXnet's knowledge, the IXnet IP does not infringe or\n        otherwise impair the Intellectual Property of any third party and is not\n        being infringed or impaired by any third party; (4) no judgment, decree,\n        injunction, rule or order has been rendered or, to the knowledge of\n        IXnet, is threatened by any Governmental Entity which would limit,\n        cancel or question the validity of (or IXnet or any subsidiary's right\n        to own or use) any material IXnet IP; (5) IXnet takes all reasonable\n        steps to protect, maintain and safeguard the material IXnet IP,\n        including executing all appropriate confidentiality agreements; (6)\n        neither IXnet and its subsidiaries, nor, to the best of IXnet's\n        knowledge, any other party to an IP License, is alleged in writing to\n        be, in breach or default thereunder, and IXnet and its subsidiaries have\n        not received any written notification from any third party that there is\n        any such breach or default; (7) the transactions contemplated by this\n        Agreement shall in no material way impair or limit the rights of IXnet\n        or any of its subsidiaries under any IP License, or cause any material\n        payments to be due thereunder.\n\n                (u) Transaction with Affiliates. Except as set forth in Section\n        3.01(u) of the Disclosure Schedule and in the IXnet SEC Documents, from\n        October 1, 1997 through the date of this Agreement, there has been no\n        transaction, agreement, arrangement or understanding, or any related\n        series thereof, between IXnet or its subsidiaries or contractors, on the\n        one hand, and IXnet's affiliates (other than IPC and the wholly-owned\n        (excluding directors' and nominee shares) subsidiaries of IPC or IXnet),\n        on the other hand, in which the amount or value involved exceeded\n        $60,000.\n\n\n\n   43\n\n\n                                                                              39\n\n\n                SECTION 3.03 Representations and Warranties of Parent and Sub.\nParent and GC Merger Sub represent and warrant to the Companies as follows:\n\n                (a) Organization, Standing and Corporate Power. Each of Parent,\n        GC Merger Sub and the other subsidiaries of Parent is duly organized,\n        validly existing and in good standing under the laws of its jurisdiction\n        of incorporation or organization, has all requisite power and authority\n        to carry on its business as now being conducted and is duly qualified or\n        licensed and in good standing to do business in each jurisdiction in\n        which the nature of its business or the ownership or leasing of its\n        properties makes such qualification or licensing necessary other than in\n        such jurisdictions where the failure so to qualify or to be in good\n        standing would not, either individually or in the aggregate, reasonably\n        be expected to have a Parent Material Adverse Effect. The copies of the\n        memorandum of association and by-laws of Parent which were previously\n        furnished to IXnet are true, complete and correct copies of such\n        documents as in effect on the date of this Agreement. For purposes of\n        this Section 3.03, \"subsidiary\" shall mean those subsidiaries of Parent\n        that constitute \"Significant Subsidiaries\" within the meaning of Rule\n        1-02 of Regulation S-X of the SEC.\n\n                (b) Capital Structure. (i) As of February 18, 2000, the\n        authorized capital stock of Parent consisted of (a) 3,000,000,000 shares\n        of Parent Common Stock of which 780,156,745 shares were outstanding (not\n        including 22,033,758 shares of Parent Common Stock held by a subsidiary\n        of Parent and considered \"treasury stock\" for U.S. GAAP purposes) and\n        (b) 20,000,000 shares of preferred stock of which (A) 10,000,000 shares\n        of Parent's 6-3\/8% Cumulative Convertible Preferred Stock, (B) 400,000\n        shares of Parent's 6-3\/8% Cumulative Convertible Preferred Stock, Series\n        B, and (C) 2,600,000 shares of Parent's 7% Cumulative Convertible\n        Preferred Stock (collectively, the \"Parent Preferred Stock\") were\n        outstanding. As of February 18, 2000, (a) 2,000,000 shares of Parent\n        Common Stock were reserved for issuance to pay dividends on the\n        outstanding shares of Parent Preferred Stock, (b) 43,317,369 shares of\n        Parent Common Stock were reserved for issuance upon conversion of the\n        shares of Parent Preferred Stock and (c) 90,000,000 shares of Parent\n        Common Stock were reserved for issuance pursuant to Parent's 1998 Stock\n        Incentive Plan (the \"Parent Stock Incentive Plan\"). Since February\n\n\n   44\n\n\n                                                                              40\n\n\n        18, 2000 to the date of this Agreement, there have been no issuances of\n        shares of the capital stock of Parent or any other securities of Parent\n        other than (a) issuances of shares pursuant to options or rights\n        outstanding under the stock plans of Parent and (b) issuances of shares\n        of Parent Common Stock upon conversion of shares of Parent Preferred\n        Stock. All issued and outstanding shares of the capital stock of Parent\n        are duly authorized, validly issued, fully paid and non-assessable, and\n        no class of capital stock is entitled to preemptive rights. There were\n        outstanding as of February 18, 2000 no options, warrants or other rights\n        to acquire capital stock from Parent other than (A) options representing\n        in the aggregate the right to purchase 80,232,932 shares of Parent\n        Common Stock issued to current or former employees, directors and\n        consultants of Parent and its subsidiaries pursuant to the Parent Stock\n        Incentive Plan and (B) (i) warrants to purchase 12,500,012 shares of\n        Parent Common Stock expiring August 13, 2003, exercisable at $9.50 per\n        share of Parent Common Stock, and (ii) warrants to purchase 5,108,358\n        shares of Parent Common Stock expiring August 13, 2008, exercisable at\n        $9.50 per share of Parent Common Stock (collectively, the \"Parent\n        Warrants\"). No options or warrants or other rights to acquire capital\n        stock from Parent have been issued or granted since February 18, 2000 to\n        the date of this Agreement.\n\n                        (ii) As of the date of this Agreement, other than Parent\n        Common Stock and Parent Preferred Stock, no bonds, debentures, notes or\n        other indebtedness or other securities of Parent having the right to\n        vote on any matters on which shareholders may vote (\"Parent Voting\n        Debt\") are issued or outstanding.\n\n                        (iii) Except as otherwise set forth in this Section\n        3.03(b), as of the date of this Agreement, there are no securities,\n        options, warrants, calls, rights, commitments, agreements, arrangements\n        or undertakings of any kind to which Parent or any of its subsidiaries\n        is a party or by which any of them is bound obligating Parent or any of\n        its subsidiaries to issue, deliver or sell, or cause to be issued,\n        delivered or sold, additional shares of capital stock or other voting\n        securities of Parent or any of its subsidiaries or obligating Parent or\n        any of its subsidiaries to issue, grant, extend or enter into any such\n        security, option, warrant, call, right, commitment, agreement,\n        arrangement or undertaking. As of the date of this Agreement, there are\n        no outstanding obligations of Parent or any of its subsidiaries to\n        repurchase, redeem or otherwise acquire any shares of capital stock of\n        Parent or any of its subsidiaries, other than with respect to Parent\n        Preferred Stock and the 10-1\/2 % Senior Exchangeable Preferred Stock due\n        2008 of Global Crossing Holdings Ltd., in each case in accordance with\n        the terms thereof.\n\n                (c) Authority; Noncontravention. (i) Parent has all requisite\n        corporate power and authority to enter into this Agreement and to\n        consummate the transactions contemplated hereby, subject to the approval\n        of the Bermuda Monetary Authority of the issuance of the shares of\n        Parent Common Stock to be issued in the Mergers (and the subsequent free\n        transferability of the corresponding shares between nonresident persons\n        for exchange control purposes). The execution and delivery of this\n        Agreement and the consummation of the transactions contemplated hereby\n        have been duly authorized by all necessary corporate action on the part\n        of Parent. This Agreement has been duly executed and\n\n\n   45\n\n\n                                                                              41\n\n\n        delivered by Parent and constitutes a valid and binding agreement of\n        Parent, enforceable against it in accordance with its terms, except as\n        such enforceability may be limited by bankruptcy, insolvency,\n        reorganization, moratorium and similar laws relating to or affecting\n        creditors generally, by general equity principles (regardless of whether\n        such enforceability is considered in a proceeding in equity or at law)\n        or by an implied covenant of good faith and fair dealing.\n\n                        (ii) The execution and delivery of this Agreement by\n        Parent does not or will not, as the case may be, and the consummation by\n        Parent of the Mergers and the other transactions contemplated hereby\n        will not, conflict with, or result in a violation of, or constitute a\n        default (with or without notice or lapse of time, or both) under, or\n        give rise to a right of termination, amendment, cancellation or\n        acceleration of any obligation or the loss of a material benefit under,\n        or the creation of a lien, pledge, security interest, charge or other\n        encumbrance on any assets (any such conflict, violation, default, right\n        of termination, amendment, cancellation or acceleration, loss or\n        creation, a \"Violation\") pursuant to: (A) any provision of the\n        memorandum of association or by-laws of Parent or any other constituent\n        document of any subsidiary of Parent, or (B) except as would not,\n        individually or in the aggregate, reasonably be expected to have a\n        Parent Material Adverse Effect, subject to obtaining or making the\n        consents, approvals, orders, authorizations, registrations, declarations\n        and filings referred to in paragraph (iii) below, any loan or credit\n        agreement, note, mortgage, bond, indenture, lease, benefit plan or other\n        agreement, obligation, instrument, permit, concession, franchise,\n        license, judgment, order, decree, statute, law, ordinance, rule or\n        regulation applicable to Parent or any subsidiary of Parent or their\n        respective properties or assets.\n\n                        (iii) No consent, approval, order or authorization of,\n        or registration, declaration or filing with, any Governmental Entity is\n        required by or with respect to Parent or any subsidiary of Parent in\n        connection with the execution and delivery of this Agreement by Parent\n        or the consummation of the Mergers and the other transactions\n        contemplated hereby, except for (i) the filing of a premerger\n        notification and report form under the HSR Act, (ii) the filing with the\n        SEC of (y) the Information Statements relating to the Mergers and, if\n        applicable, the Schedules 13E-3, and (z) such reports under the Exchange\n        Act as may be required in connection with this Agreement, the Voting\n        Agreement and the transactions contemplated hereby and thereby, (iii)\n        the filing of the Certificates of Merger with the Secretary of State of\n        the State of Delaware and the filing of appropriate documents with the\n        relevant authorities of other states in which IPC or IXnet is qualified\n        to do business, (iv) such other consents, approvals, orders,\n        authorizations, registrations, declarations, filings or notices as are\n        set forth in Section 3.01(d) of the Disclosure Schedule, and (vi) the\n        approval of the issuance of the shares of Parent Common Stock to be\n        issued in the Mergers (and of the subsequent free transferability of the\n        corresponding shares between nonresident persons for exchange control\n        purposes) by the Bermuda Monetary Authority and such consents,\n        approvals, orders, authorizations, registrations, declarations and\n        filings the failure of which to make or obtain would not, individually\n        or in the aggregate, reasonably be expected to have a Parent Material\n        Adverse Effect.\n\n\n   46\n\n\n                                                                              42\n\n\n                (d) Reports and Financial Statements. Parent has filed all\n        required reports, schedules, forms, statements and other documents\n        required to be filed by it with the SEC since January 1, 1999\n        (collectively, including all exhibits thereto, the \"Parent SEC\n        Reports\"). None of the Parent SEC Reports, as of their respective dates\n        (and, if amended or superseded by a filing prior to the date of this\n        Agreement, then on the date of such filing), contained any untrue\n        statement of a material fact or omitted to state a material fact\n        required to be stated therein or necessary to make the statements\n        therein, in light of the circumstances under which they were made, not\n        misleading. Each of the financial statements (including the related\n        notes) included in the Parent SEC Reports presents fairly, in all\n        material respects, the consolidated financial position and consolidated\n        results of operations and cash flows of Parent and its subsidiaries as\n        of the respective dates or for the respective periods set forth therein,\n        all in conformity with GAAP consistently applied during the periods\n        involved except as otherwise noted therein, and subject, in the case of\n        the unaudited interim financial statements, to normal year-end\n        adjustments that have not been and are not expected to be material in\n        amount. All of such Parent SEC Reports, as of their respective dates,\n        complied as to form in all material respects with the applicable\n        requirements of the Securities Act and the Exchange Act and the rules\n        and regulations promulgated thereunder.\n\n                (e) Information Supplied. None of the information supplied or to\n        be supplied by Parent for inclusion or incorporation by reference in (i)\n        the Forms S-4 will, at the time each Form S-4 becomes effective under\n        the Securities Act, contain any untrue statement of a material fact or\n        omit to state any material fact required to be stated therein or\n        necessary to make the statements therein not misleading, and (ii) each\n        Information Statement\/Prospectus will, on the date it is first mailed to\n        IPC's stockholders or IXnet's stockholders, as the case may be, or at\n        the time of the IXnet Stockholder Meeting or the IPC Stockholder\n        Meeting, as the case may be, contain any untrue statement of a material\n        fact or omit to state any material fact required to be stated therein or\n        necessary in order to make the statements therein, in light of the\n        circumstances under which they were made, not misleading. Each of the\n        Forms S-4 and the Information Statement\/Prospectuses will comply as to\n        form in all material respects with the requirements of the Exchange Act\n        and the Securities Act and the rules and regulations of the SEC\n        thereunder. Notwithstanding the foregoing provisions of this Section\n        3.03(e), no representation or warranty is made by Parent with respect to\n        statements made or incorporated by reference in the Forms S-4 or the\n        Information Statement\/Prospectuses based on information supplied by\n        IXnet or IPC or their subsidiaries for inclusion or incorporation by\n        reference therein.\n\n                (f) Board Approval. The Board of Directors of Parent, by\n        resolutions duly adopted at a meeting duly called and held and not\n        subsequently rescinded or modified in any way, has approved this\n        Agreement, the Merger and the Voting Agreement. The Board of Directors\n        of GC Merger Sub has duly approved this Agreement and the IPC Merger and\n        declared this Agreement advisable.\n\n\n   47\n\n\n                                                                              43\n\n\n                (g) Brokers. No agent, broker, investment banker, financial\n        advisor or other firm or person is or will be entitled to any broker's\n        or finder's fee or any other similar commission or fee in connection\n        with any of the transactions contemplated by this Agreement based upon\n        arrangements made by or on behalf of Parent, except Chase Securities\n        Inc. (\"Chase\"), whose fees and expenses will be paid by Parent in\n        accordance with Parent's agreement with such firm based upon\n        arrangements made by or on behalf of Parent.\n\n                SECTION 3.04 Representations of Parent and Sub. Parent and GC\nMerger Sub represent and warrant to the Company as follows:\n\n                (a) Organization and Corporate Power. GC Merger Sub is a\ncorporation duly incorporated, validly existing and in good standing under the\nlaws of Delaware. GC Merger Sub is a direct wholly-owned subsidiary of Parent.\n\n                (b) Corporate Authorization. GC Merger Sub has all requisite\ncorporate power and authority to enter into this Agreement and to consummate the\ntransactions contemplated hereby. The execution, delivery and performance by GC\nMerger Sub of this Agreement and the consummation by GC Merger Sub of the\ntransactions contemplated hereby have been duly authorized by all necessary\ncorporate action on the part of GC Merger Sub. This Agreement has been duly\nexecuted and delivered by GC Merger Sub and constitutes a valid and binding\nagreement of GC Merger Sub, enforceable against it in accordance with its terms,\nexcept as such enforceability may be limited by bankruptcy, insolvency,\nreorganization, moratorium and other similar laws relating to or affecting\ncreditors generally, by general equity principles (regardless or whether such\nenforceability is considered in a proceeding in equity or at law) or by an\nimplied covenant of good faith and fair dealing.\n\n                (c) Non-Contravention. The execution, delivery and performance\nby GC Merger Sub of this Agreement and the consummation by GC Merger Sub of the\ntransactions contemplated hereby do not and will not contravene or conflict with\nthe certificate of incorporation or by-laws of GC Merger Sub.\n\n                (d) No Business Activities. GC Merger Sub has not conducted any\nactivities other than in connection with the organization of GC Merger Sub, the\nnegotiation and execution of this Agreement and the consummation of the\ntransactions contemplated hereby. GC Merger Sub has no subsidiaries.\n\n                (e) Capitalization of GC Merger Sub. The authorized capital\nstock of GC Merger Sub consists of 100 shares of common stock, par value $0.01\nper share, all of which have been validly issued, are fully paid and\nnonassessable and are owned by Parent, free and clear of any Lien.\n\n\n   48\n\n\n                                                                              44\n\n\n                                   ARTICLE IV\n\n           Covenants Relating to Conduct of Business Prior to Mergers\n\n                SECTION 4.01 Conduct of Business of the Companies. (a) Conduct\nof Business by the Companies. During the period from the date of this Agreement\nto the Effective Time of the Mergers (except as otherwise specifically required\nby the terms of this Agreement), each of the Companies shall, and shall cause\nits subsidiaries to, act and carry on their respective businesses in all\nmaterial respects in the usual, regular and ordinary course of business\nconsistent with past practice and, to the extent consistent therewith, use its\nreasonable best efforts to preserve intact their current business organizations,\nkeep available the services of their current officers and employees and preserve\ntheir relationships with customers, suppliers, licensors, licensees,\nadvertisers, distributors and others having business dealings with them to the\nend that their goodwill and ongoing businesses shall be materially unimpaired at\nthe Effective Time of the Mergers. Without limiting the generality of the\nforegoing, during the period from the date of this Agreement to the Effective\nTime of the Mergers, the Companies shall not, and shall not permit any of their\nsubsidiaries to, without the prior written consent of Parent:\n\n                (i) (x) declare, set aside or pay any dividends on, or make any\n        other distributions in respect of, any of its capital stock, other than\n        dividends and distributions paid by a direct or indirect wholly owned\n        subsidiary of IPC to its parent, (y) split, combine or reclassify any of\n        its capital stock or issue or authorize the issuance of any other\n        securities in respect of, in lieu of or in substitution for shares of\n        its capital stock, or (z) purchase, redeem or otherwise acquire any\n        shares of capital stock of the Companies or any of their subsidiaries or\n        any other securities thereof or any rights, warrants or options to\n        acquire any such shares or other securities;\n\n                (ii) authorize for issuance, issue, deliver, sell, transfer,\n        pledge or otherwise encumber any shares of its capital stock or the\n        capital stock of any of its subsidiaries, any other voting securities or\n        any securities convertible into or exercisable or exchangeable for, or\n        any rights, warrants, calls, commitments or options to acquire, any such\n        shares, voting securities or convertible securities or any other\n        securities or equity equivalents (including stock appreciation rights)\n        (other than the issuance of IPC Common Stock or IXnet Common Stock upon\n        the exercise of options to purchase shares of such common stock\n        outstanding on the date of this Agreement and in accordance with their\n        present terms);\n\n                (iii) amend its certificate of incorporation, by-laws or other\n        comparable organizational documents;\n\n                (iv) acquire or agree to acquire by merging or consolidating\n        with, or by purchasing a substantial portion of the stock or assets of,\n        or by any other manner, any business or any corporation, partnership,\n        joint venture, association or other business organization or division\n        thereof;\n\n\n   49\n\n\n                                                                              45\n\n\n                (v) sell, lease, license, mortgage or otherwise encumber or\n        subject to any Lien or otherwise dispose of any of, close or shut down\n        its properties or assets, other than reasonable sales of inventory in\n        the ordinary course of business and assets having an aggregate value not\n        in excess of $500,000;\n\n                (vi) (x) incur any indebtedness for borrowed money or guarantee\n        any such indebtedness of another person, issue or sell any debt\n        securities or warrants or other rights to acquire any debt securities of\n        the Companies or any of their subsidiaries, guarantee any debt\n        securities of another person, enter into any \"keep well\" or other\n        agreement to maintain any financial statement condition of another\n        person or enter into any arrangement having the economic effect of any\n        of the foregoing, except for short-term borrowings incurred in the\n        ordinary course of business consistent with past practice, (y) amend the\n        terms of any outstanding security or (z) make any loans, advances or\n        capital contributions to, or investments in, any other person, other\n        than by a wholly owned subsidiary to its parent or to any direct or\n        indirect wholly owned subsidiary;\n\n                (vii) acquire or agree to acquire any assets the value of which,\n        individually or in the aggregate, exceeds $250,000, or make or agree to\n        make any capital expenditures except for capital expenditures set forth\n        in the business plans as capital expenditure budgets of the Companies\n        provided to Parent prior the date hereof;\n\n                (viii) pay, discharge or satisfy any claims, liabilities or\n        obligations (absolute, accrued, asserted or unasserted, contingent or\n        otherwise), except for the payment, discharge or satisfaction, (x) of\n        liabilities or obligations in the ordinary course of business consistent\n        with past practice, (y) liabilities reflected or reserved against in, or\n        contemplated by, the most recent consolidated financial statements (or\n        the notes thereto) included in the Recent IPC SEC Documents or (z) other\n        claims, liabilities or obligations in the aggregate in an amount (or\n        having a value in an amount) not in excess of $1,000,000, or waive,\n        release, grant, or transfer any rights of value or modify or change any\n        existing license, lease, contract or other document in any manner that\n        would be material to IPC or enter into any new lease, license or other\n        contract or document;\n\n                (ix) adopt a plan of complete or partial liquidation or\n        resolutions providing for or authorizing such a liquidation or a\n        dissolution, merger, consolidation, restructuring, recapitalization or\n        reorganization;\n\n                (x) enter into any new collective bargaining agreement or any\n        successor collective bargaining agreement to any collective bargaining\n        agreement or amend any existing collective bargaining agreement;\n\n                (xi) change any accounting principle used by it, except for such\n        changes as may be required to be implemented following the date of this\n        Agreement pursuant to GAAP or rules and regulations of the SEC\n        promulgated following the date hereof;\n\n\n   50\n\n\n                                                                              46\n\n\n                (xii) settle or compromise any litigation (whether or not\n        commenced prior to the date of this Agreement), other than litigation\n        not in excess of amounts reserved for in the most recent consolidated\n        financial statements of IPC included in the Recent IPC SEC Documents or,\n        if not so reserved for, in an aggregate amount not in excess of $250,000\n        (provided in either case such settlement documents do not involve any\n        material non-monetary obligations on the part of IPC);\n\n                (xiii) close, shut down or otherwise eliminate any of its\n        facilities;\n\n                (xiv) enter into any transaction, agreement, arrangement or\n        understanding, or any related series thereof, between itself or its\n        subsidiaries, on the one hand, and its affiliates (other than IPC and\n        the wholly-owned (excluding directors' and nominee shares) subsidiaries\n        of IPC or IXnet), on the other hand;\n\n                (xv) change any Tax election, change any annual Tax accounting\n        period, change any method of Tax accounting, file any amended Tax\n        return, enter into any closing agreement relating to any material Tax,\n        settle any material Tax claim or assessment, surrender any right to\n        claim a Tax refund or consent to any extension or waiver of the\n        limitations period applicable to any Tax claim or assessment;\n\n               (xvi) change the composition, fill any vacancies or increase the\n        size of IPC's or IXnet's Board of Directors; or\n\n                (xvii) authorize any of, or commit or agree to take any of, the\n        foregoing actions.\n\n                (b) Changes in Employment Arrangements and Severance. Following\nthe date of this Agreement, none of IPC, IXnet nor any subsidiary thereof shall,\nwithout the Parent's prior written consent, (a) increase the compensation or\nfringe benefits of any present or former director, officer or Employee of IPC,\nIXnet or any subsidiary thereof (except for increases in salary or wages in the\nordinary course of business consistent with past practice), (b) grant any\nseverance or termination pay to any present or former director, officer or\nEmployee of IPC, IXnet or any subsidiary thereof (except in the ordinary course\nof business consistent with past practice or as required by law or agreements or\nplans in effect as of the date of this Agreement), (iii) loan or advance any\nmoney or other property to any present or former director, officer or Employee\nof IPC, IXnet or any subsidiary thereof, (iv) establish, adopt, enter into,\namend or terminate any IPC or IXnet Plan, except as required by law, or (v) take\nany action that would accelerate the ability of a holder of any option to\nacquire shares of IPC, IXnet or any of their subsidiaries pursuant to the\nexercise of such option.\n\n                (c) Transition Planning. (i) Parent and IPC shall each appoint\nthree officers, including in each case its chief financial officer, to serve\nfrom time to time as their respective representatives on a committee that will\nbe responsible for coordinating transition planning and implementation relating\nto the Mergers. Either party may remove and replace its appointees at any time.\nDuring the period between the date of this Agreement and the Effective Time of\nthe Mergers, such committee shall (A) examine various alternatives regarding the\nmanner in which\n\n\n   51\n\n\n                                                                              47\n\n\nto best organize and manage the businesses of Parent and the Companies after the\nEffective Time of the Mergers and (B) coordinate policies and strategies with\nrespect to regulatory authorities and bodies, in all cases subject to applicable\nlaw and regulation.\n\n                (ii) In order to facilitate an orderly transition of the\nbusiness of the Companies to a wholly owned subsidiary of Parent and to permit\nthe coordination of their related operations on a timely basis, the Companies\nshall consult with Parent on all strategic and material operational matters.\nWithout in any way limiting the provisions of Section 5.04, Parent, its\nsubsidiaries, officers, employees, counsel, financial advisors and other\nrepresentatives shall, upon reasonable notice to either Company, be entitled to\nreview the operations and visit the facilities of such Company and its\nsubsidiaries during business hours as may be deemed reasonably necessary by\nParent in order to accomplish the foregoing. Nothing contained in this Agreement\nshall give Parent, directly or indirectly, the right to control or direct either\nCompany's operations prior to the Effective Time of the Mergers.\n\n                (iii) Promptly following the date hereof, Parent and the\nCompanies shall, to the extent not violative in any material respect of any law\nor of any contracts or agreements to which any party hereto or any of its\nsubsidiaries or controlled affiliates is a party, commence to negotiate in good\nfaith an agreement to transition the Companies' business onto Parent's network\nand review Parent's and the Companies' U.S. domestic network to obtain the\nmaximum network optimization and synergies as necessary for the Companies'\nfuture business plans.\n\n                                    ARTICLE V\n\n                              Additional Agreements\n\n                SECTION 5.01 Preparation of Forms S-4 and the Information\nStatement\/Prospectuses; Stockholder Meetings. (a) As promptly as practicable\nfollowing the date hereof, (i) the parties shall prepare and the Companies shall\nfile with the SEC transaction or information statements relating to each of the\nMergers, which in each case shall, together with the prospectuses referred to\nbelow, constitute an information statement and prospectus and, if necessary, a\ntransaction statement on Schedule 13E-3 (such transaction or information\nstatement\/prospectuses, and any amendments or supplements thereto, the\n\"Information Statement\/Prospectuses\"), and (ii) Parent shall, in cooperation\nwith the Companies, prepare and file with the SEC registration statements on\nForm S-4 with respect to the issuance of Parent Common Stock in the Mergers\n(including any amendments or supplements thereto, the \"Forms S-4\"). The\nInformation Statement\/Prospectuses will be included in a Form S-4 as Parent's\nprospectus. The Forms S-4, the Information Statement\/Prospectuses shall comply\nas to form in all material respects with the applicable provisions of the\nSecurities Act and the Exchange Act and the rules and regulations thereunder.\nEach of Parent and the Companies shall use all reasonable efforts to have the\nForms S-4 declared effective by the SEC as promptly as practicable after filing\nwith the SEC and to keep the Forms S-4 effective as long as is necessary to\nconsummate the\n\n\n   52\n\n\n                                                                              48\n\n\nMergers. The Companies will use their reasonable best efforts to cause the\nInformation Statement\/Prospectuses to be mailed to each Company's stockholders,\nas applicable, as promptly as practicable after the applicable Form S-4 is\ndeclared effective under the Securities Act. The parties shall promptly provide\ncopies, consult with each other and prepare written responses with respect to\nany written comments received from the SEC with respect to each Information\nStatement\/Prospectus or Form S-4 and advise one another of any oral comments\nwith respect to each Information Statement\/Prospectus, Form S-4 or Schedule\n13E-3 received from the SEC. The parties will cooperate in preparing and filing\nwith the SEC any amendment or supplement to the Information\nStatement\/Prospectuses or Forms S-4. No amendment or supplement to the\nInformation Statement\/Prospectuses shall be filed without the prior approval of\nParent and the Companies, which approvals shall not be unreasonably withheld or\ndelayed.\n\n                (b) The IPC Stockholders have agreed to execute and deliver, or\ncause to be executed and delivered, in accordance with Section 228 of the DGCL,\nimmediately following execution and delivery of this Agreement, a written\nconsent with respect to all shares of the IPC Common Stock owned by them or\nwhich they have the right to vote or consent in favor of the adoption of this\nAgreement (the \"IPC Stockholder Consent\"). IPC agrees that immediately following\nthe execution and delivery of this Agreement, it shall execute and deliver in\naccordance with Section 228 of the DGCL, in its capacity as the sole stockholder\nof IPC Systems, a Stockholders Consent in the form of Exhibit A hereto (the \"IPC\nSystems Stockholder Consent\") and IPC Systems agrees that immediately following\nthe execution and delivery of this Agreement, it shall execute and deliver in\naccordance with Section 228 of the DGCL, in its capacity as a stockholder of\nIXnet, a Stockholders Consent in the form of Exhibit A hereto (the \"IXnet\nStockholder Consent\" and, together with the IPC Stockholder Consent and the IPC\nSystems Stockholder Consent, the \"Stockholder Consents\"). Each such Stockholder\nConsent shall be irrevocable, with respect to all shares of IPC Common Stock or\nIXnet Common Stock that are owned beneficially or of record by IPC or IPC\nSystems, as the case may be, or as to which they have, directly or indirectly,\nthe right to vote or direct the voting. Each of IPC and IPC Systems hereby\nfurther agrees that, during the term of this Agreement, it shall, from time to\ntime, at the request of Parent, at any meeting (whether annual or special and\nwhether or not an adjourned or postponed meeting) of stockholders of IXnet,\nhowever called, or in connection with any written consent of the holders of\nIXnet Common Stock, in either case, prior to the earlier of the Effective Time\nof the Mergers and the termination of this Agreement, if a meeting is held,\nappear at such meeting or otherwise cause all shares of IXnet Common Stock\nbeneficially owned by it to be counted as present thereat for purposes of\nestablishing a quorum, and it shall vote or consent (or cause to be voted or\nconsented), in person or by proxy, all such shares of IXnet Common Stock, and\nany other voting securities of IXnet (whether acquired heretofore or hereafter),\nthat are beneficially owned by it or its controlled affiliates or as to which it\nhas, directly or indirectly, the right to vote or direct the voting, (i) in\nfavor of the IXnet Merger, the adoption of this Agreement and the approval of\nthe other transactions and other matters contemplated by this Agreement and any\nactions required in furtherance hereof; (ii) against any action or agreement\nthat would result in a breach in any material respect of any covenant,\nrepresentation or warranty or any other obligation or agreement of any party\nunder this Agreement; (iii) except as otherwise agreed to in writing in advance\nby Parent, against the\n\n\n   53\n\n\n                                                                              49\n\n\nfollowing actions (other than the IXnet Merger and the transactions and other\nmatters contemplated by this Agreement): (1) any extraordinary corporate\ntransaction, such as a merger, consolidation or other business combination\ninvolving IXnet or its subsidiaries; (2) a sale, lease or transfer of a material\namount of assets of IXnet or its subsidiaries or a reorganization,\nrecapitalization, dissolution or liquidation of IXnet or its subsidiaries; (3)\n(A) any change in the majority of the board of directors of IXnet; (B) any\nmaterial change in the present capitalization of IXnet or any amendment of its\nCertificate of Incorporation or By-laws; (C) any other material change in\nIXnet's corporate structure or business; or (D) any other action; which, in the\ncase of each of the matters referred to in clauses 3(A), (B), (C) or (D), is\nintended, or could reasonably be expected, to impede, frustrate, prevent,\ninterfere with, delay, postpone, discourage or adversely affect the contemplated\neconomic benefits to Parent of the Mergers or the transactions contemplated by\nthis Agreement or change in any manner the voting rights of the IXnet Common\nStock. Neither IPC nor IPC Systems shall enter into any agreement or\nunderstanding with any person or entity prior to the termination of this\nAgreement to vote or give instructions after such termination in a manner\ninconsistent with clauses (i), (ii) or (iii) of the preceding sentence. IPC\nSystems hereby grants to, and appoints, Parent and Robert Annunziata, Chief\nExecutive Officer of Parent, Dan J. Cohrs, Chief Financial Officer of Parent,\nand James C. Gorton, Senior Vice President and General Counsel of Parent, in\ntheir respective capacities as officers of Parent, and any individual who shall\nhereafter succeed to any such office of Parent, and any other designee of\nParent, each of them individually, its irrevocable proxy and attorney-in-fact\n(with full power of substitution) to execute and deliver a written consent and\nto vote IPC Systems' shares of IXnet Common Stock as indicated in this Section\n5.01(b). IPC Systems intends this proxy to be irrevocable and coupled with an\ninterest and will take such further action and execute such other instruments as\nmay be necessary to effectuate the intent of this proxy and hereby revokes any\nproxy previously granted by it with respect to its shares of IXnet Common Stock.\n\n                (c) Notwithstanding the foregoing, if Parent so requests, each\nCompany shall, as promptly as practicable following such request, take all\naction necessary in accordance with applicable law and its certificate of\nincorporation and by-laws to duly call, give notice of and convene a meeting of\nits stockholders (in either case, a \"Stockholders Meeting\") to consider and vote\nupon the approval and adoption of this Agreement and the applicable Merger, and\nto submit this Agreement to the stockholders of such Company for their approval,\nin which case all references in this Agreement to an \"Information Statement\"\nwith respect to such Company's Merger shall be deemed to be references to a\n\"Proxy Statement,\" and such Company and its Board of Directors shall take all\nlawful reasonable action to solicit, and use all reasonable efforts to obtain,\nsuch approval. The Board of Directors of each Company shall recommend approval\nof the Merger Agreement to the stockholders of such Company and shall not be\npermitted to withdraw, amend or modify in a manner adverse to Parent such\nrecommendation (or announce publicly its intention to do so).\n\n                (d) Each Company will cause its transfer agent to make stock\ntransfer records relating to such Company available to the extent reasonably\nnecessary to effectuate the intent of this Agreement.\n\n\n   54\n\n\n                                                                              50\n\n\n                (e) Each of the parties hereto shall use commercially reasonable\nefforts to cause the Mergers to qualify, and will not take any actions which to\nits knowledge would reasonably be expected to prevent the Mergers from\nqualifying as reorganizations under the provisions of Section 368 of the Code.\n\n                SECTION 5.02 Letter of the Companies' Accountants. Each Company\nshall use its reasonable best efforts to cause to be delivered to Parent a\nletter of PricewaterhouseCoopers, LLP, the independent public accountants for\nboth Companies, dated a date within two business days before the date on which\neach Form S-4 shall become effective and addressed to Parent, in form and\nsubstance reasonably satisfactory to Parent and customary in scope and substance\nfor letters delivered by independent public accountants in connection with\nregistration statements similar to the Forms S-4. In connection with each\nCompany's efforts to obtain such letter, if requested by PricewaterhouseCoopers\nLLP, Parent shall provide a representation letter to PricewaterhouseCoopers, LLP\ncomplying with SAS 72, if then required.\n\n                SECTION 5.03 Letter of Parent's Accountants. Parent shall use\nits reasonable best efforts to cause to be delivered to each Company a letter of\nArthur Andersen &amp; Co., Parent's independent public accountants, dated a date\nwithin two business days before the date on which each Form S-4 shall become\neffective and addressed to the applicable Company, in form and substance\nreasonably satisfactory to such Company and customary in scope and substance for\nletters delivered by independent public accountants in connection with\nregistration statements similar to the Form S-4. In connection with the Parent's\nefforts to obtain such letter, if requested by Arthur Andersen &amp; Co., each\nCompany shall provide a representation letter to Arthur Andersen &amp; Co. complying\nwith SAS 72, if then required.\n\n                SECTION 5.04 Access to Information; Confidentiality. (a) Each\nCompany shall, and shall cause its subsidiaries, officers, employees, counsel,\nfinancial advisors and other representatives to, afford to Parent and its\nrepresentatives reasonable access during normal business hours during the period\nprior to the Effective Time of the Mergers to its properties, books, contracts,\ncommitments, personnel and records and, during such period, each Company shall,\nand shall cause its subsidiaries, officers, employees and representatives to,\nfurnish promptly to Parent (i) a copy of each report, schedule, registration\nstatement and other document filed by it during such period pursuant to the\nrequirements of Federal or state securities laws, (ii) all other information\nconcerning its business, properties, financial condition, operations and\npersonnel as such other party may from time to time reasonably request and (iii)\nno later than 15 days following the end of each calendar month, monthly\nfinancial statements prepared on a basis consistent with the quarterly financial\nstatements referred to in Section 3.01(e) or Section 3.02(e). Parent will hold,\nand will cause its directors, officers, employees, accountants, counsel,\nfinancial advisors and other representatives to hold, any nonpublic information\nof the Companies in confidence to the extent required by, and in accordance\nwith, the provisions of the confidentiality letter between Parent and IXnet and\nthe confidentiality letter between Parent and IPC (collectively, the\n\"Confidentiality Agreement\").\n\n                (b) No investigation pursuant to this Section 5.04 shall affect\nany representations or warranties of the parties herein or the conditions to the\nobligations of the parties hereto.\n\n\n   55\n\n\n                                                                              51\n\n\n                SECTION 5.05 Reasonable Best Efforts. (a) Upon the terms and\nsubject to the conditions set forth in this Agreement, each of the parties\nagrees to use its reasonable best efforts to take, or cause to be taken, all\nactions, and to do, or cause to be done, and to assist and cooperate with the\nother parties in doing, all things necessary, proper or advisable to consummate\nand make effective, in the most expeditious manner practicable, the Mergers and\nthe other transactions contemplated by this Agreement. Each of the parties\nhereto will use its reasonable best efforts and cooperate with one another (i)\nin promptly determining whether any filings are required to be made or consents,\napprovals, waivers, permits or authorizations are required to be obtained (or,\nwhich if not obtained, would result in an event of default, termination or\nacceleration of any agreement or any put right under any agreement) under any\napplicable law or regulation or from any governmental authorities or third\nparties, including parties to loan agreements or other debt instruments and\nincluding such consents, approvals, waivers, permits or authorizations as may be\nrequired or necessary to transfer any assets and related liabilities of the\nCompanies to the Surviving Corporations in the Mergers, in connection with the\ntransactions contemplated by this Agreement, including the Mergers, and the\nVoting Agreement and (ii) in promptly making any such filings, in furnishing\ninformation required in connection therewith and in timely seeking to obtain any\nsuch consents, approvals, permits or authorizations. Parent and the Companies\nshall mutually cooperate in order to facilitate the achievement of the benefits\nreasonably anticipated from the Mergers. In connection with the legal opinions\nreferred to in Sections 6.02(c) and 6.03(c), Parent, GC Merger Sub, IPC Merger\nSub, IPC Systems and the Companies agree to deliver letters of representation\nreasonable under the circumstances as to their present intention and present\nknowledge.\n\n                (b) The parties hereto shall file as soon as practicable\nnotifications under the HSR Act with respect to the transactions contemplated\nhereby and respond as promptly as practicable to any inquiries received from the\nFederal Trade Commission or the Antitrust Division of the Department of Justice\nfor additional information or documentation and respond as promptly as\npracticable to all inquiries and requests received from any State attorney\ngeneral or other Governmental Entity in connection with the transactions\ncontemplated hereby. Concurrently with the filing of notifications under the HSR\nAct or as soon thereafter as practicable, the Company and Parent shall each\nrequest early termination of the HSR Act waiting period.\n\n                SECTION 5.06 Benefit Plans. (a) Effective as of the Closing,\nParent shall provide that all retained employees of IPC and its subsidiaries,\nwho are not subject to collective bargaining agreements, shall participate in\nIPC's existing employee benefit plans through December 31, 2000, and thereafter,\neither shall continue to participate in any or all of such plans or, at the\noption of the Parent, shall participate in Parent's benefit plans (other than\nthose plans that are the subject of collective bargaining) on a basis no less\nfavorable in the aggregate than similarly situated employees of Parent and its\nsubsidiaries and, with respect to employees who are the subject of collective\nbargaining agreements, all benefits and other terms and conditions of employment\nshall be provided in accordance with the applicable collective bargaining\nagreement; provided, however, that for purposes of the foregoing, no Stock Plan\nor other plan, program or arrangement related to the stock of IPC or its\nsubsidiaries shall be considered nor shall Parent or any affiliate thereof have\nany obligation to issue or provide any benefits related to the stock of IPC or\nits subsidiaries, other than as provided in Section 2.03. In the event that any\nemployee of\n\n\n   56\n\n\n                                                                              52\n\n\nIPC or its affiliates is transferred to Parent or any affiliate of Parent or\nbecomes a participant in an employee benefit plan, program or arrangement\nmaintained by or contributed to by the Surviving Corporations or their\naffiliates, Parent shall cause such plan, program or arrangement to treat the\nprior service of such employee with IPC or its affiliates, to the extent such\nprior service is recognized under the comparable plan, program or arrangement of\nIPC, as service rendered to the Surviving Corporations or their affiliates, as\nthe case may be; provided, however, that Parent may cause a reduction of\nbenefits under any such plans, programs or arrangements to the extent necessary\nto avoid duplication of benefits with respect to the same covered years of\nservice and with respect to any defined benefit pension plan of Parent or any\naffiliate of Parent, no such prior service shall be recognized for any purposes\nother than eligibility to participate or vesting of benefits.\n\n                (b) To the extent that retained employees of IPC and its\nsubsidiaries become eligible to participate in plans sponsored by Parent and its\nsubsidiaries (other than Companies' benefit plans), Parent shall (i) waive all\nlimitations as to preexisting condition exclusions and waiting periods with\nrespect to participation and coverage requirements applicable to such employees\nand their respective dependents under any welfare benefit plans that such\nemployees and dependents may be eligible to participate in, effective on or\nafter the Closing Date, but only to the extent that such exclusions and waiting\nperiods were inapplicable or satisfied under the analogous benefit plan of the\nCompanies and (ii) provide each such employee or dependent with credit for any\nco-payments and deductibles paid prior to the Closing Date in respect of the\nplan year in progress at the time such participation begins in satisfying any\napplicable co-payment, deductible or out-of-pocket requirement under any\nanalogous welfare plans that such employees or dependents are eligible to\nparticipate in on or after the Closing Date, but only to the extent such\nco-payment, deductible or out-of-pocket requirements would be deemed satisfied\nunder the analogous benefit plan of the Companies.\n\n                (c) Parent shall cause the Surviving Corporations to honor, in\naccordance with their terms as in effect on the date hereof, any individual\nemployment, change in control, severance, retirement or termination agreement\nbetween a Company or any subsidiary thereof, on the one hand, and any current or\nformer officer, director or employee of such Company or subsidiary, on the other\nhand that has been made available to Parent and is listed in Section 5.06(c) of\nthe Disclosure Schedule. As soon as practicable following the Closing, Parent\nwill cause to be issued to the officers or employees of IPC and IXnet options to\npurchase Parent Common Stock as set forth in Section 5.06(c) of the Disclosure\nSchedule.\n\n                (d) Parent agrees that subject to the Option Limitation\nAgreement and the amendments to the Stock Plans referred to in Section 2.04(a)\nhereof, the approval of this Merger Agreement by the Stockholders of IPC and\nIXnet shall constitute a \"Change of Control\" within the meaning of the Stock\nPlans, the IXnet Stock Option Certificate for Executives, and the Employment\nAgreement dated July 1, 1999 between Gerald Starr and International Exchange\nNetworks, Ltd.\n\n                SECTION 5.07 Indemnification. (a) Commencing at the Effective\nTime of the Mergers and for six years thereafter, each Company shall indemnify\nall present and former\n\n\n   57\n\n\n                                                                              53\n\n\ndirectors or officers of it and its subsidiaries for acts or omissions occurring\nprior to the Effective Time of the Mergers to the fullest extent now provided in\ntheir respective certificate of incorporation or by-laws, provided such\nindemnification is consistent with applicable law, to the extent such acts or\nomissions are uninsured; provided that to the extent that during any period\ninsurance does not fully indemnify any person contemplated to be indemnified in\naccordance with the first sentence of this Section 5.07, the applicable Company\nshall indemnify such person in accordance with such terms.\n\n                (b) Parent will cause to be maintained for a period of not less\nthan six years from the Effective Time of the Mergers the Companies' current\ndirectors' and officers' insurance and indemnification policies (or at Parent's\noption replacement policies having terms no less advantageous than the\nCompanies' current policies) to the extent that each such policy provides\ncoverage for events occurring prior to the Effective Time of the Mergers for all\npersons who are or were directors and officers of the Companies on the date of\nthis Agreement, so long as the annual premium therefor would not be in excess of\n200% of the last annual premium paid prior to the date of this Agreement for\neach such policy (200% of such premium, the \"Maximum Premium\"), provided that\n(i) Parent following the Effective Time of the Mergers shall not be required to\nspend an amount in any year in excess of 200% of the annual aggregate premiums\ncurrently paid by the Companies for such insurance; and provided, further, that\nif the annual premiums of such insurance coverage exceed such amount, Parent\nshall be obligated to cause the Surviving Corporations to obtain policies with\nthe best coverage available, in the reasonable judgment of the Board of\nDirectors of Parent following the Mergers, for a cost not exceeding such amount,\nand (ii) in the sole discretion of Parent (x) such policies may be one or more\n\"tail\" policies for all or any portion of the full four-year period or (y)\nParent may cause comparable coverage in accordance with the foregoing clauses to\nbe provided under any policy maintained for the benefit of the directors and\nofficers of Parent or any of its subsidiaries.\n\n                (c) Each indemnified party shall, promptly after receipt of\nnotice of a claim or action against such indemnified party in respect of which\nindemnity may be sought thereunder, notify the applicable Surviving Corporation\nor the Parent, as the case may be (each an \"indemnifying party\") in writing of\nthe claim or action. If any such claim or action shall be brought against an\nindemnified party, and it shall have notified the indemnifying party thereof,\nunless based on the written advice of counsel to such indemnified party, a\nconflict of interest between such indemnified party and indemnifying parties may\nexist in respect of such claim, the indemnifying party shall be entitled to\nparticipate therein, and, to the extent that it wishes, jointly with any other\nsimilarly notified indemnifying party, to assume the defense thereof. After\nnotice from the indemnifying party to the indemnified party of its election to\nassume the defense of such claim or action, the indemnifying party shall not be\nliable to the indemnified party under this Section 5.07 for any legal or other\nexpenses subsequently incurred by the indemnified party in connection with the\ndefense thereof. Any indemnifying party against whom indemnity may be sought\nunder this Section 5.07 shall not be liable to indemnify an indemnified party if\nsuch indemnified party settles such claim or action without the consent of the\nindemnifying party. The indemnifying party may not agree to any settlement of\nany such claim or action, other than solely for monetary damages for which the\nindemnifying party shall be responsible hereunder, as a result of which any\nremedy or relief shall be applied to or against the indemnified party, without\n\n\n   58\n\n\n                                                                              54\n\n\nthe prior written consent of the indemnified party, which consent shall not be\nunreasonably withheld. In any action hereunder as to which the indemnifying\nparty has assumed the defense thereof, the indemnified party shall continue to\nbe entitled to participate in the defense thereof, with counsel of its own\nchoice, but the indemnifying party shall not be obligated hereunder to reimburse\nthe indemnified party of the costs thereof.\n\n                SECTION 5.08 Expenses.\n\n                (a) Except as set forth in this Section 5.08, all fees and\nexpenses incurred in connection with this Agreement, the Voting Agreement and\nthe transactions contemplated hereby and thereby shall be paid by the party\nincurring such expenses, whether or not the Mergers are consummated; provided,\nhowever, that Parent shall pay all fees and expenses, other than accountants'\nand attorneys' fees, incurred in connection with the printing and filing of the\nInformation Statement\/Prospectuses (including any preliminary materials related\nthereto) and the Forms S-4 (including financial statements and exhibits).\n\n                (b) All transfer, documentary, sales, use, registration, stock\ntransfer Taxes and other such Taxes (including all applicable real estate\ntransfer or gains Taxes) and related fees (including any penalties, interest and\nadditions to Tax) incurred in connection with this Agreement and the\ntransactions contemplated hereby, shall be paid by the Companies and the\nCompanies shall timely make all filings, returns, reports and forms as may be\nrequired to comply with the provisions of such Tax laws.\n\n                SECTION 5.09 Public Announcements. Parent and GC Merger Sub, on\nthe one hand, and the Companies and their subsidiaries, on the other hand, will\nconsult with each other before holding any press conferences or analyst calls\nand before issuing any press releases relating to this Agreement or the Mergers.\nThe parties will provide each other the opportunity to review and comment upon\nany press release with respect to the transactions contemplated by this\nAgreement and the Voting Agreement, including the Mergers, and shall not issue\nany such press release prior to such consultation, except as may be required by\napplicable law, court process or by obligations pursuant to any listing\nagreement with any national securities exchange. The parties agree that the\ninitial press release or releases to be issued with respect to the transactions\ncontemplated by this Agreement shall be mutually agreed upon prior to the\nissuance thereof.\n\n                SECTION 5.10 Affiliates. Prior to the Closing Date, the\nCompanies shall deliver to Parent a letter identifying all persons who are, at\nthe time this Agreement is executed and, if applicable, at the time this\nAgreement is submitted for approval to the stockholders of the Companies,\n\"affiliates\" of either Company for purposes of Rule 145 under the Securities\nAct. The Companies shall deliver to Parent with respect to each such \"affiliate\"\non or prior to the Closing a written agreement substantially in the form\nattached as Exhibit B hereto.\n\n                SECTION 5.11 Listing of Parent Common Stock. Parent shall use\nits reasonable best efforts to cause the shares of Parent Common Stock to be\nissued in the Mergers and under the Stock Plans to be approved, subject to\nofficial notice of issuance, for quotation on NASDAQ\n\n\n   59\n\n\n                                                                              55\n\n\nor for listing on any other national securities exchange on which the Parent\nCommon Stock may be listed in lieu NASDAQ.\n\n                SECTION 5.12 No Solicitation.\n\n                (a) Neither of the Companies shall, directly or indirectly,\nthrough any officer, director, employee, stockholder, financial advisor, agent\nor other representative (including any investment banker, attorney or accountant\nretained by the Companies or by any of their subsidiaries or stockholders) (i)\nsolicit, initiate, encourage or facilitate (including by way of furnishing\ninformation) any inquiries or proposals that constitute, or would reasonably be\nexpected to lead to, (x) a breach of this Agreement or the Voting Agreement or\notherwise interfere in any material respect with the completion of the Mergers\nor (y) a proposal or offer for an Alternative Transaction (as defined below)\ninvolving either of the Companies or any of their subsidiaries (any of the\nforegoing inquiries or proposals being referred to in this Agreement as an\n\"Acquisition Proposal\"), (ii) participate or engage in negotiations or\ndiscussions concerning, or provide any non-public information to any person\nrelating to, or otherwise facilitate any effort or attempt to make or implement,\nany Acquisition Proposal, or (iii) agree to or recommend to its stockholders any\nAcquisition Proposal; provided, however, that nothing contained in this\nAgreement shall prevent either Company from complying with Rule 14e-2 under the\nExchange Act with respect to an Acquisition Proposal. The Companies agrees that\nthey will immediately cease and cause to be terminated any existing activities,\ndiscussions or negotiations with any persons (other than Parent and GC Merger\nSub) conducted heretofore with respect to any Acquisition Proposal. The\nCompanies agrees not to release any other person from, or waive any provision\nof, any standstill agreement to which it is a party or any confidentiality\nagreement between it and another person who has made or who may reasonably be\nconsidered likely to make an Acquisition Proposal. The Companies agrees that\nthey will take the necessary steps to inform promptly the individuals or\nentities referred to in the first sentence of this Section 5.12 of the\nobligations undertaken in this Section 5.12.\n\n                (b) The Companies shall notify Parent immediately after receipt\nby either Company (or its advisors) of any Acquisition Proposal or any request\nfor nonpublic information in connection with an Acquisition Proposal or for\naccess to the properties, books or records of either Company by any person or\nentity that informs such party that it is considering making, or has made, an\nAcquisition Proposal. Such notice shall be made orally and in writing and shall\nindicate in reasonable detail the identity of the person making such Acquisition\nProposal and the terms and conditions of such proposal, inquiry or contact.\n\n                (c) As used in this Agreement, \"Alternative Transaction\" means\n(i) a transaction pursuant to which any person or group other than Parent or its\naffiliates (a \"Third Party\") would acquire, directly or indirectly, more than\n25% of the outstanding shares of IPC Common Stock or IXnet Common Stock whether\npursuant to a tender offer or exchange offer or otherwise, (ii) a merger or\nother business combination involving either Company pursuant to which any person\nor group would acquire, directly or indirectly, more than 25% of the outstanding\nshares of IPC Common Stock or IXnet Common Stock or shares exercisable or\nconvertible into or exchangeable for more than 25% of the outstanding shares of\nIPC Common\n\n   60\n\n\n                                                                              56\n\n\nStock or IXnet Common Stock, or of the entity surviving such merger or business\ncombination, (iii) any other transaction pursuant to which any person or group\nacquires control of assets or businesses (including for this purpose the\noutstanding equity securities of subsidiaries of IPC, and the entity surviving\nany merger or business combination including any of them) of IPC or IXnet having\na fair market value equal to more than 25% of the fair market value of all the\nassets or businesses of either Company and its subsidiaries, taken as a whole,\nimmediately prior to such transaction, (iv) any recapitalization, restructuring\nor other transaction which would reasonably be expected to prevent or materially\nimpair or delay the consummation of the Mergers or (v) any public announcement\nof a proposal, plan or intention to do any of the foregoing or any agreement to\nengage in any of the foregoing.\n\n                SECTION 5.13 Certain Agreements. Neither Company nor any of\ntheir subsidiaries will waive or fail to enforce any provision of any\nconfidentiality or standstill or similar agreement to which it is a party\nwithout the prior written consent of Parent.\n\n                SECTION 5.14 Stop Transfer. IPC acknowledges and agrees to be\nbound by and comply with the provisions of Section 7 of the Voting Agreement as\nif a party thereto with respect to transfers of record ownership of shares of\nIPC Common Stock, and agrees to notify the transfer agent for any shares of IPC\nCommon Stock or voting rights certificates and provide such documentation and do\nsuch other things as may be necessary to effectuate the provisions of such\nagreement.\n\n                SECTION 5.15 Compliance with Section 228 of the DGCL. IPC will\ndeliver, concurrently with the delivery to it of the IPC Stockholder Consent, a\ncertificate of its Secretary as to the sufficiency of the IPC Stockholder\nConsent to adopt the Merger Agreement by IPC stockholders. IXnet will deliver,\nconcurrently with the delivery to it of the IXnet Stockholder Consent, a\ncertificate of its Secretary as to the sufficiency of the IXnet Stockholder\nConsent to adopt the Merger Agreement by the IXnet stockholders. In accordance\nwith Section 228 of the DGCL, each Company shall promptly (but in any event\nwithin 10 days of the date hereof) notify its stockholders who have not\nconsented in writing to the adoption of the Merger Agreement and who, if such\naction had been taken at a meeting, would have been entitled to notice of the\nmeeting if the record date for such meeting had been the date of the applicable\nStockholder Consent.\n\n                                   ARTICLE VI\n\n                              Conditions Precedent\n\n                SECTION 6.01 Conditions to Each Party's Obligation To Effect the\nMergers. The respective obligation of each party to effect the Mergers is\nsubject to the satisfaction or waiver on or prior to the Closing Date of the\nfollowing conditions:\n\n                (a) Stockholder Approvals. The Stockholder Approvals shall have\n        been obtained.\n\n\n   61\n\n\n                                                                              57\n\n\n                (b) Listing. The shares of Parent Common Stock issuable to the\n        stockholders of the Companies pursuant to this Agreement (including upon\n        the exercise of options) shall have been approved for listing on the\n        NASDAQ or on any other national securities exchange on which the Parent\n        Common Stock may be listed in lieu thereof, subject to official notice\n        of issuance.\n\n                (c) HSR Act. The waiting period (and any extension thereof)\n        applicable to the Mergers under the HSR Act shall have been terminated\n        or shall have expired.\n\n                (d) No Injunctions or Restraints. No temporary restraining\n        order, preliminary or permanent injunction or other order issued by any\n        court of competent jurisdiction or other legal restraint or prohibition\n        enjoining or preventing the consummation of the Mergers shall be in\n        effect.\n\n                (e) Forms S-4. The Forms S-4 shall have become effective under\n        the Securities Act and no stop order suspending the effectiveness\n        thereof shall be in effect and no procedures for such purpose shall be\n        pending before or threatened by the SEC.\n\n                SECTION 6.02 Conditions to Obligations of Parent and GC Merger\nSub. The obligations of Parent and GC Merger Sub to effect the Mergers are\nfurther subject to the satisfaction (or waiver by Parent) of the following\nconditions:\n\n                (a) Representations and Warranties. The representations and\n        warranties of the Companies and IPC Systems set forth in this Agreement,\n        disregarding all qualifications and exceptions contained therein\n        relating to materiality or Material Adverse Effect, shall be true and\n        correct as of the date of this Agreement and as of the Closing Date as\n        though made on and as of the Closing Date, except for those\n        representations and warranties which address matters only as of a\n        particular date (which shall have been true and correct as of such\n        date), except where the failure of such representations and warranties\n        to be true and correct would not, individually or in the aggregate,\n        reasonably be expected to have an IPC Material Adverse Effect or an\n        IXnet Material Adverse Effect. Parent shall have received a certificate\n        signed on behalf of the Companies by the chief executive officer and the\n        chief financial officer of each of the Companies to the effect set forth\n        in this paragraph.\n\n                (b) Performance of Obligations. The Companies, IPC Systems and\n        IPC Merger Sub shall have performed in all material respects the\n        obligations required to be performed by them under this Agreement at or\n        prior to the Closing Date, and Parent shall have received a certificate\n        signed on behalf of IPC by the chief executive officer and the chief\n        financial officer of IPC to such effect.\n\n                (c) Tax Opinion. Parent shall have received the opinion of\n        Simpson Thacher &amp; Bartlett, counsel to Parent, based on appropriate\n        representations, including representations of Parent, the Companies, IPC\n        Systems and the Subs, to the effect that (i) the Mergers will be treated\n        for U.S. federal income tax purposes as reorganizations within\n\n\n   62\n\n\n                                                                              58\n\n\n        the meaning of Section 368(a) of the Code, (ii) Parent, GC Merger Sub,\n        the Companies, IPC Systems and IPC Merger Sub will each be a party to\n        the reorganizations within the meaning of Section 368(b) of the Code and\n        (iii) Section 367 of the Code will not apply to the exchange of IPC\n        Common Stock or IXnet Common Stock for Parent Common Stock pursuant to\n        the Mergers, other than with respect to any \"five percent transferee\n        shareholders\" who fail to enter into a \"gain recognition agreement\" in\n        accordance with applicable treasury regulations.\n\n                (d) Consents, etc. Parent shall have received evidence, in form\n        and substance reasonably satisfactory to it, that such licenses,\n        permits, consents, approvals, authorizations, qualifications and orders\n        of Governmental Entities and other third parties as are necessary in\n        connection with the transactions contemplated hereby have been obtained,\n        except such licenses, permits, consents, approvals, authorizations,\n        qualifications and orders which are not, individually or in the\n        aggregate, material to Parent or the Companies or the failure of which\n        to have been received would not reasonably be expected to have an IPC\n        Material Adverse Effect, an IXnet Material Adverse Effect or a Parent\n        Material Adverse Effect.\n\n                (e) No Litigation. There shall not be pending or threatened by\n        any Governmental Entity any suit, action or proceeding (i) challenging\n        or seeking to restrain or prohibit the consummation of the Mergers or\n        any of the other transactions contemplated by this Agreement or the\n        Voting Agreement or seeking to obtain from Parent or any of its\n        subsidiaries any damages that are material in relation to Parent and its\n        subsidiaries taken as a whole, (ii) seeking to prohibit or limit the\n        ownership or operation by the Companies, Parent or any of their\n        respective subsidiaries of any material portion of the business or\n        assets of the Companies, Parent or any of their respective subsidiaries,\n        to dispose of or hold separate any material portion of the business or\n        assets of the Companies, Parent or any of their respective subsidiaries,\n        as a result of the Mergers or any of the other transactions contemplated\n        by this Agreement or the Voting Agreement, (iii) seeking to impose\n        limitations on the ability of Parent or GC Merger Sub to acquire or\n        hold, or exercise full rights of ownership of, any shares of IPC Common\n        Stock, IXnet Common Stock or common stock of the Surviving Corporations,\n        including the right to vote such common stock on all matters properly\n        presented to the stockholders of the Companies or the Surviving\n        Corporations, respectively, or (iv) seeking to prohibit Parent or any of\n        its subsidiaries from effectively controlling in any material respect\n        the business or operations of the Companies or their subsidiaries.\n\n                SECTION 6.03 Conditions to Obligation of the Companies and IPC\nSystems. The obligation of the Companies and IPC Systems to effect the Mergers\nis further subject to the satisfaction (or waiver by IPC) of the following\nconditions.\n\n                (a) Representations and Warranties. The representations and\n        warranties of Parent set forth in this Agreement, disregarding all\n        qualifications and exceptions contained therein relating to materiality\n        or Material Adverse Effect, shall be true and correct as of the date of\n        this Agreement and as of the Closing Date as though made on and as of \n        the\n\n\n   63\n\n\n                                                                              59\n\n\n        Closing Date, except for those representations and warranties which \n        address matters only as of a particular date (which shall have been true\n        and correct as of such date), except where the failure of such\n        representations and warranties to be true and correct would not,\n        individually or in the aggregate, reasonably be expected to have a\n        Parent Material Adverse Effect. IPC shall have received a certificate\n        signed on behalf of Parent by the chief financial officer of Parent to\n        the effect set forth in this paragraph.\n\n                (b) Performance of Obligations and the Subs. Parent and GC\n        Merger Sub shall have performed in all material respects the obligations\n        required to be performed by them under this Agreement at or prior to the\n        Closing Date, and IPC shall have received a certificate signed on behalf\n        of Parent by the chief financial officer of Parent to such effect.\n\n                (c) Tax Opinion. The Companies shall have received the opinion\n        of Skadden, Arps, Slate, Meagher &amp; Flom LLP, counsel to Companies, based\n        on appropriate representations, including representations, of Parent,\n        the Companies, IPC Systems and the Subs, to the effect that (i) the\n        Mergers will be treated for U.S. federal income tax purposes as\n        reorganizations within the meaning of Section 368(a) of the Code, (ii)\n        Parent, GC Merger Sub, IPC Merger Sub, IPC Systems and the Companies\n        will each be a party to the reorganizations within the meaning of\n        Section 368(b) of the Code and (iii) Section 367 of the Code will not\n        apply to the exchange of IPC Common Stock or IXnet Common Stock for\n        Parent Common Stock pursuant to the Mergers, other than with respect to\n        any \"five percent transferee shareholders\" who fail to enter into a\n        \"gain recognition agreement\" in accordance with applicable treasury\n        regulations.\n\n                (d) No Litigation. There shall not be pending or threatened by\n        any Governmental Entity any suit, action or proceeding which would\n        reasonably be expected, if adversely determined, to result in criminal\n        or material uninsured and unindemnified or unindemnifiable personal\n        liability on the part of one or more directors of the Companies, (i)\n        challenging or seeking to restrain or prohibit the consummation of the\n        Mergers or any of the other transactions contemplated by this Agreement\n        or (ii) seeking to prohibit or limit the ownership or operation by the\n        Companies, Parent or any of their respective subsidiaries of any\n        material portion of the business or assets of the Companies, Parent or\n        any of their respective subsidiaries, or to dispose of or hold separate\n        any material portion of the business or assets of the Companies, Parent\n        or any of their respective subsidiaries, as a result of the Mergers or\n        any of the other transactions contemplated by this Agreement or the\n        Voting Agreement.\n\n\n   64\n\n\n                                                                              60\n\n\n                                   ARTICLE VII\n\n                        Termination, Amendment and Waiver\n\n                SECTION 7.01 Termination. This Agreement may be terminated and\nabandoned at any time prior to the Effective Time of the Mergers, whether before\nor after approval of matters presented in connection with the Mergers by the\nstockholders of the Companies:\n\n                (a) by mutual written consent of Parent and the Companies; or\n\n                (b) by either Parent or the Companies if any Governmental Entity\n        within the United States or any country or other jurisdiction in which\n        the Companies or Parent, directly or indirectly, has material assets or\n        operations shall have issued an order, decree or ruling or taken any\n        other action permanently enjoining, restraining or otherwise prohibiting\n        any of the Mergers and such order, decree, ruling or other action shall\n        have become final and nonappealable; or\n\n                (c) by either Parent or the Companies if the Mergers shall not\n        have been consummated on or before December 31, 2000 (other than due to\n        the failure of the party seeking to terminate this Agreement to perform\n        its obligations under this Agreement required to be performed at or\n        prior to the Effective Time of the Mergers); or\n\n                (d) by Parent, if any required approval of the stockholders of\n        either Company shall not have been obtained by reason of the failure to\n        obtain the required vote upon a vote held at a duly held meeting of\n        stockholders, at any adjournment thereof, or by written consent; or\n\n                (e) by the Companies, if Parent or GC Merger Sub has breached in\n        any material respect any representation or warranty, covenant or other\n        agreement contained in this Agreement which (i) would give rise to a\n        failure of a condition set forth in clauses (a) or (b) of Section 6.03\n        and (ii) cannot be or has not been cured prior to the date 20 business\n        days after the giving of written notice of such breach to Parent; or\n\n                (f) by Parent, if either of the Companies, IPC Systems or IPC\n        Merger Sub has breached in any material respect any representation or\n        warranty, covenant or other agreement contained in this Agreement which\n        (i) would give rise to a failure of a condition set forth in clauses (a)\n        or (b) of Section 6.02 and (ii) cannot be or has not been cured prior to\n        the date 20 business days after the giving of written notice of such\n        breach to the Companies.\n\n                SECTION 7.02 Effect of Termination. In the event of termination\nof this Agreement by the Companies or Parent as provided in Section 7.01, this\nAgreement shall forthwith become void and have no effect, without any liability\nor obligation on the part of any party, other than the last sentence of Section\n5.04(a), Section 5.08, Section 5.13 and this Section\n\n\n   65\n\n\n                                                                              61\n\n\n7.02. Nothing contained in this Section 7.02 shall relieve any party for any\nbreach of the representations, warranties, covenants or agreements set forth in\nthis Agreement or for fraud.\n\n                SECTION 7.03 Amendment. Any provision of this Agreement may be\namended or waived prior to the Effective Time of the Mergers (whether before or\nafter approval of matters presented in connection with Mergers by stockholders\nof the constituent corporations in the Mergers) if, and only if, such amendment\nor waiver is in writing and signed, in the case of an amendment, by the\nCompanies and Parent or, in the case of a waiver, by the party against whom the\nwaiver is to be effective; provided that after the adoption of this Agreement by\nthe stockholders of the Companies, there shall be made no amendment that by law\nrequires further approval by the stockholders of the Companies without the\nfurther approval of such stockholders.\n\n                SECTION 7.04 Extension; Waiver. At any time prior to the\nEffective Time of the Mergers, the parties may (a) extend the time for the\nperformance of any of the obligations or other acts of the other parties, (b)\nwaive any inaccuracies in the representations and warranties contained in this\nAgreement or in any document delivered pursuant to this Agreement or (c) subject\nto the proviso of Section 7.03, waive compliance with any of the agreements or\nconditions contained in this Agreement. Any agreement on the part of a party to\nany such extension or waiver shall be valid only if set forth in an instrument\nin writing signed on behalf of such party. The failure of any party to this\nAgreement to assert any of its rights under this Agreement or otherwise shall\nnot constitute a waiver of such rights.\n\n                                  ARTICLE VIII\n\n                               General Provisions\n\n                SECTION 8.01 Nonsurvival of Representations and Warranties. None\nof the representations and warranties in this Agreement or in any instrument\ndelivered pursuant to this Agreement shall survive the Effective Time of the\nMergers. This Section 8.01 shall not limit any covenant or agreement of the\nparties which by its terms contemplates performance after the Effective Time of\nthe Mergers.\n\n                SECTION 8.02 Notices. All notices, requests, claims, demands and\nother communications under this Agreement shall be in writing and shall be\ndeemed given if delivered personally or sent by overnight courier (providing\nproof of delivery) to the parties at the following addresses (or at such other\naddress for a party as shall be specified by like notice):\n\n                (a) if to Parent or GC Merger Sub, to\n\n                        Global Crossing Ltd.\n                        360 N. Crescent Drive\n                        Beverly Hills, CA 90210\n                        Facsimile: 310-281-5820\n                        Attention: James C. Gorton\n\n\n   66\n\n\n                with a copy to:\n\n                        Simpson Thacher &amp; Bartlett\n                        425 Lexington Avenue\n                        New York, NY  10017\n                        Facsimile: 212-455-2502\n                        Attention:  D. Rhett Brandon\n\n                (b)  if to either Company, to\n\n                        IPC Communications, Inc. or IXnet, Inc., as applicable\n                        Wall Street Plaza\n                        88 Pine Street\n                        New York, New York 10005\n                        Facsimile:  212-509-7888\n                        Attention:  Alexander Russo\n\n                with copies to:\n\n                        Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                        Four Times Square\n                        New York, New York\n                        Facsimile:  212-735-2000\n                        Attention:  Joseph A. Coco; and\n\n                        Morgan, Lewis &amp; Bockius LLP\n                        101 Park Avenue\n                        New York, New York  10178\n                        Facsimile:  212-309-6273\n                        Attention:  Philip H. Werner\n\n                SECTION 8.03 Definitions. For purposes of this Agreement:\n\n                (a) an \"affiliate\" of any person means another person that\n        directly or indirectly, through one or more intermediaries, controls, is\n        controlled by, or is under common control with, such first person; as\n        used in this definition, the term \"control\" means possession, directly\n        or indirectly, of the power to direct or cause the direction of the\n        management or policies of a person, whether through the ownership of\n        voting securities, by contract or otherwise.\n\n                (b) \"IPC Material Adverse Effect\" means any event, change,\n        occurrence, effect, fact or circumstance that (i) is materially adverse\n        to, or would prevent or materially delay, the ability of IPC or its\n        subsidiaries to perform their obligations under this Agreement or to\n        consummate the transactions contemplated hereby or (ii) the business,\n        assets, liabilities, results of operations or condition (financial or\n        otherwise) of IPC and its\n\n\n   67\n\n\n                                                                              63\n\n\n        subsidiaries taken as a whole; \"IXnet Material Adverse Effect\" means any\n        event, change, occurrence, effect, fact or circumstance that (i) is\n        materially adverse to, or would prevent or materially delay, the ability\n        of IXnet or its subsidiaries to perform their obligations under this\n        Agreement or to consummate the transactions contemplated hereby or (ii)\n        the business, assets, liabilities, results of operations or condition\n        (financial or otherwise) of IXnet and its subsidiaries taken as a whole;\n        \"Parent Material Adverse Effect\" means any event, change, occurrence,\n        effect, fact or circumstance that (i) is materially adverse to, or would\n        prevent or materially delay, the ability of Parent or its subsidiaries\n        to perform their obligations under this Agreement or to consummate the\n        transactions contemplated hereby or (ii) the business, assets,\n        liabilities, results of operations or condition (financial or otherwise)\n        of Parent and its subsidiaries taken as a whole;\n\n                (c) \"person\" means an individual, corporation, partnership,\n        joint venture, association, trust, unincorporated organization or other\n        entity; and\n\n                (d) a \"subsidiary\" of any person means another person, an amount\n        of the voting securities, other voting ownership, partnership or member\n        interests of which is sufficient to elect at least a majority of its\n        Board of Directors or other governing body or managing member or partner\n        (or, if there are no such voting interests, 50% or more of the equity\n        interests of which) is owned directly or indirectly by such first\n        person.\n\n                SECTION 8.04 Interpretation. When a reference is made in this\nAgreement to a Section, Exhibit or Schedule, such reference shall be to a\nSection of, or an Exhibit or Schedule to, this Agreement unless otherwise\nindicated. The table of contents and headings contained in this Agreement are\nfor reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement. Whenever the words \"include\", \"includes\" or\n\"including\" are used in this Agreement, they shall be deemed to be followed by\nthe words \"without limitation\".\n\n                SECTION 8.05 Counterparts. This Agreement may be executed in one\nor more counterparts, all of which shall be considered one and the same\nagreement and shall become effective when one or more counterparts have been\nsigned by each of the parties and delivered to the other parties.\n\n                SECTION 8.06 Entire Agreement; No Third-Party Beneficiaries.\nThis Agreement and the other agreements referred to herein constitute the entire\nagreement, and supersede all prior agreements and understandings, both written\nand oral, among the parties with respect to the subject matter of this\nAgreement. This Agreement is not intended to confer upon any person other than\nthe parties any rights or remedies, except Section 5.06(c), Section 5.06(d) and\nSection 5.07.\n\n                SECTION 8.07 Governing Law. This Agreement shall be governed by,\nand construed in accordance with, the laws of the state of Delaware.\n\n                SECTION 8.08 Assignment. Neither this Agreement nor any of the\nrights, interests or obligations under this Agreement shall be assigned, in\nwhole or in part, by operation\n\n\n   68\n\n\n                                                                              64\n\n\nof law or otherwise by any of the parties without the prior written consent of\nthe other parties. Subject to the preceding sentence, this Agreement will be\nbinding upon, inure to the benefit of, and be enforceable by, the parties and\ntheir respective successors and assigns.\n\n                SECTION 8.09 Enforcement; Jurisdiction. The parties agree that\nirreparable damage would occur in the event that any of the provisions of this\nAgreement were not performed in accordance with their specific terms or were\notherwise breached. It is accordingly agreed that the parties shall be entitled\nto an injunction or injunctions to prevent breaches of this Agreement and to\nenforce specifically the terms and provisions of this Agreement in any Federal\ncourt located in the State of Delaware or any Delaware state court, this being\nin addition to any other remedy to which they are entitled at law or in equity.\nAny suit, action or proceeding seeking to enforce any provision of, or based on\nany matter arising out of or in connection with, this Agreement or the\ntransactions contemplated by this Agreement may be brought against any of the\nparties in any Federal court located in the State of Delaware or any Delaware\nstate court, and each of the parties hereto hereby consents to the exclusive\njurisdiction of such courts (and of the appropriate appellate courts therefrom)\nin any such suit, action or proceeding and waives any objection to venue laid\ntherein. Process in any such suit, action or proceeding may be served on any\nparty anywhere in the world, whether within or without the State of Delaware.\nWithout limiting the generality of the foregoing, each party hereto agrees that\nservice of process upon such party at the address referred to in Section 8.02,\ntogether with written notice of such service to such party, shall be deemed\neffective service of process upon such party.\n\n                SECTION 8.10 Severability. Whenever possible, each provision or\nportion of any provision of this Agreement will be interpreted in such manner as\nto be effective and valid under applicable law but if any provision or portion\nof any provision of this Agreement is held to be invalid, illegal or\nunenforceable in any respect under any applicable law or rule in any\njurisdiction, such invalidity, illegality or unenforceability will not affect\nany other provision or portion of any provision in such jurisdiction, and this\nAgreement will be reformed, construed and enforced in such jurisdiction as if\nsuch invalid, illegal or unenforceable provision or portion of any provision had\nnever been contained herein.\n\n\n   69\n\n\n                IN WITNESS WHEREOF, each of the parties hereto have caused this\nAgreement to be signed by their respective officers thereunto duly authorized,\nall as of the date first written above.\n\n                                   GLOBAL CROSSING LTD.\n\n                                   By: \/s\/ Thomas J. Casey\n                                      ------------------------------------------\n                                    Name: Thomas J. Casey\n                                    Title: Vice Chairman of the Board\n\n                                   GEORGIA MERGER SUB CORPORATION\n\n                                   By: \/s\/ Thomas J. Casey\n                                      ------------------------------------------\n                                    Name:  Thomas J. Casey\n                                    Title: President\n\n                                   IPC COMMUNICATIONS, INC.\n\n                                   By: \/s\/ David Walsh\n                                      ------------------------------------------\n                                    Name:  David Walsh\n                                    Title: Director\n\n                                   IPC INFORMATION SYSTEMS, INC.\n\n                                   By: \/s\/ David Walsh\n                                      ------------------------------------------\n                                    Name:  David Walsh\n                                    Title: Director\n\n                                   IXNET, INC.\n\n                                   By: \/s\/ David Walsh\n                                      ------------------------------------------\n                                    Name:  David Walsh\n                                    Title: Chief Executive Officer\n\n      \n\n   70\n\n\n                                   IDAHO MERGER SUB CORPORATION\n\n                                   By: \/s\/ David Walsh\n                                      ------------------------------------------\n                                    Name:  David Walsh\n                                    Title: President\n\n\n   71\n\n\n                                                                       EXHIBIT A\n\n                               STOCKHOLDER CONSENT\n\n                           Action Taken by the Written\n                             Consent of Stockholder\n                                       of\n                                  [Corporation]\n\n                                                             February [--], 2000\n\n        The undersigned stockholder of [Corporation], a Delaware corporation\n(the \"Corporation\"), acting by written consent in lieu of a meeting pursuant to\nSection 228 of the General Corporation Law of the State of Delaware, hereby\nirrevocably consents to the adoption of and adopt the following resolution with\nrespect to the shares of the common stock, par value $.01 per share, of the\nCorporation owned of record by such stockholder on the date hereof:\n\n        RESOLVED, that the Merger Agreement, dated as of February [--], 2000\n(the \"Merger Agreement\"), among Global Crossing Ltd., a company formed under the\nlaws of Bermuda (\"GC\"), Global Crossing Acquisition Corporation, a Delaware\ncorporation and a wholly-owned subsidiary of GC, IPC Communications, Inc., a\nDelaware corporation (\"IPC\"), IPC Information Systems, Inc., a Delaware\ncorporation and a wholly owned subsidiary of IPC (\"IPC Systems\"), IXnet, Inc., a\nDelaware corporation and a subsidiary of IPC Systems, and IPC Merger Subsidiary\nCorporation, a Delaware corporation and a subsidiary of IPC, a copy of which has\nbeen furnished to the undersigned stockholder, be, and it hereby is, adopted and\napproved by the undersigned stockholders.\n\n        The action of the stockholders of the Corporation approved pursuant\nhereto shall become effective when one or more consents have been (a) signed by\nstockholders holding shares having a majority of the voting power of the\noutstanding shares of common stock of the Corporation, being not less than the\nminimum number of votes that would be necessary to authorize or take such action\nat a meeting at which all shares entitled to vote thereon were present and voted\nand (b) delivered to the Corporation at its principal place of business.\n\n                                   [STOCKHOLDER]\n\n                                   By:\n                                      ------------------------------------------\n                                    Name:\n                                    Title:\n\n\n   72\n\n\n                                                                       EXHIBIT B\n\n                        Form of Company Affiliate Letter\n\nGentlemen:\n\n                The undersigned, a holder of shares of Common Stock, par value\n$.01 per share (\"Company Common Stock\"), of [IPC Communications, Inc.][IXnet,\nInc.], a Delaware corporation (the \"Company\"), is entitled to receive in\nconnection with the merger (the \"Merger\") of the Company with [Georgia][IPC]\nMerger Sub Corporation, a Delaware corporation, securities (the \"Parent\nSecurities\") of Global Crossing Ltd. (\"Parent\"). The undersigned acknowledges\nthat the undersigned may be deemed an \"affiliate\" of the Company within the\nmeaning of Rule 145 (\"Rule 145\") promulgated under the Securities Act of 1933,\nas amended (the \"Act\"), although nothing contained herein should be construed as\nan admission of such fact.\n\n                If in fact the undersigned were an affiliate under the Act, the\nundersigned's ability to sell, assign or transfer the Parent Securities received\nby the undersigned in exchange for any shares of Company stock pursuant to the\nMerger may be restricted unless such transaction is registered under the Act or\nan exemption from such registration is available. The undersigned understands\nthat such exemptions are limited and the undersigned has obtained advice of\ncounsel as to the nature and conditions of such exemptions, including\ninformation with respect to the applicability to the sale of such securities of\nRules 144 and 145(d) promulgated under the Act.\n\n                The undersigned hereby represents to and covenants with the\nCompany that the undersigned will not sell, assign or transfer any of the Parent\nSecurities received by the undersigned in exchange for shares of Company stock\npursuant to the Merger except (i) pursuant to an effective registration\nstatement under the Act, (ii) in conformity with the volume and other\nlimitations of Rule 145 or (iii) in a transaction which, in the opinion of\nindependent counsel reasonably satisfactory to Parent or as described in a\n\"no-action\" or interpretive letter from the Staff of the Securities and Exchange\nCommission (the \"SEC\"), is not required to be registered under the Act.\n\n                In the event of a sale or other disposition by the undersigned\nof Parent Securities pursuant to Rule 145, the undersigned will supply Parent\nwith evidence of compliance with such Rule, in the form of a letter in the form\nof Annex I hereto. The undersigned understands that Parent may instruct its\ntransfer agent to withhold the transfer of any Parent Securities disposed of by\nthe undersigned, but that upon receipt of such evidence of compliance the\ntransfer agent shall effectuate the transfer of the Parent Securities sold as\nindicated in the letter.\n\n\n   73\n\n\n                                                                               2\n\n\n                The undersigned acknowledges and agrees that appropriate legends\nwill be placed on certificates representing Parent Securities received by the\nundersigned in the Merger or held by a transferee thereof:\n\n                \"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN\n                A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES\n                ACT OF 1933 APPLIES AND MAY BE SOLD OR OTHERWISE TRANSFERRED\n                ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF RULE 145 OR PURSUANT\n                TO A REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM\n                SUCH REGISTRATION.\"\n\nThe undersigned also acknowledges and agrees that unless a sale or transfer of\nthe Parent Securities received by the undersigned in connection with the Merger\nis made in conformity with the provisions of Rule 145 or pursuant to a\nregistration statement (in which case certificates issued to the transferee\nshall not contain any restrictive legend), Parent reserves the right to place\nthe following legend (or other appropriate legend) on the certificates issued to\nany transferee:\n\n                \"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\n                REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED\n                FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH\n                RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES.\n                THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO,\n                OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF\n                WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND MAY NOT BE\n                SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH\n                AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE\n                SECURITIES ACT OF 1933.\"\n\n                It is understood and agreed that such legends will be\nsubstituted by delivery of certificates without such legends if (i) one year\nshall have elapsed from the date of the effective time of the Merger and the\nprovisions of Rule 145(d)(2) under the Act are then available to the undersigned\nor (ii) Parent shall have received an opinion in form and substance reasonably\nsatisfactory to Parent from independent counsel reasonably satisfactory to\nParent or a \"no-action\" or interpretive letter from the Staff of the SEC to the\neffect that such legends are not required for purposes of the Act.\n\n\n   74\n\n\n                                                                               3\n\n\n                The undersigned acknowledges that (i) the undersigned has\ncarefully read this letter and understands the requirements hereof and the\nlimitations imposed upon the distribution, sale, transfer or other disposition\nof Parent Securities and (ii) the receipt by Parent of this letter is an\ninducement and a condition to Parent's obligations to consummate the Merger.\n\n                                          Very truly yours,\n\n\n                                          --------------------------------------\n                                          Name:\n\n\n   75\n\n\n                                                                         ANNEX I\n                                                                    TO EXHIBIT B\n\n\n\n[Name]                                                        [Date]\n\n                On __________________ the undersigned sold the securities\n(\"Securities\") of Global Crossing Ltd. (the \"Company\") described below in the\nspace provided for that purpose (the \"Securities\"). The Securities were received\nby the undersigned in connection with the merger of [IPC][GC] Merger Sub\nCorporation with and into [Ixnet, Inc.] [IPC Communications, Inc.]\n\n                Based upon the most recent report or statement filed by the\nCompany with the Securities and Exchange Commission, the Securities sold by the\nundersigned were within the prescribed limitations set forth in paragraph (e) of\nRule 144 promulgated under the Securities Act of 1933, as amended (the \"Act\").\n\n                The undersigned hereby represents that the Securities were sold\nin \"brokers' transactions\" within the meaning of Section 4(4) of the Act or in\ntransactions directly with a \"market maker\" as that term is defined in Section\n3(a)(38) of the Securities Exchange Act of 1934, as amended. The undersigned\nfurther represents that the undersigned has not solicited or arranged for the\nsolicitation of orders to buy the Securities, and that the undersigned has not\nmade any payment in connection with the offer or sale of the Securities to any\nperson other than to the broker who executed the order in respect of such sale.\n\n\n                                     Very truly yours,\n\n\n\n              [Space to be provided for description of securities]\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648,7915,7926],"corporate_contracts_industries":[9417,9519],"corporate_contracts_types":[9622,9626],"class_list":["post-43060","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_companies-ipc-communications-inc","corporate_contracts_companies-ixnet-inc","corporate_contracts_industries-financial__holding","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43060","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43060"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43060"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43060"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43060"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}