Exhibit 3.1
EXECUTION COPY
AMENDMENT NO. 1 (this "AMENDMENT"), dated as of May 21, 1999,
to the Amended and Restated Investors Agreement (the "ORIGINAL AGREEMENT"),
dated as of April 9, 1998, by and among (i) IPC Information Systems, Inc.
("IPC"), (ii) Cable Systems Holding, LLC, a Delaware limited liability company,
(iii) Cable Systems International, Inc., a Delaware corporation, (iv) Xxxxxxx
Xxxxxxxxxxx, (v) Xxxxx Xxxxx, (vi) Xxxxxxx Xxxxxxxx and (vii) Allegra Capital
Partners III, L.P. (formerly known as Xxxxxxxx, Xxxxx & Xxxxx III, L.P.), a
Delaware limited partnership. Unless otherwise defined herein, capitalized terms
used in this Amendment shall have the respective meanings assigned to them in
the Original Agreement.
RECITALS
WHEREAS, in connection with the consummation of the
transactions contemplated by the Merger Agreement, IPC issued shares of its
capital stock to the parties set forth on Schedule I to the Original Agreement
(the "SHAREHOLDERS"); and
WHEREAS, IPC and each of the Shareholders entered into the
Original Agreement to regulate certain aspects of their relationship and to
provide for, among other things, restrictions on the transfer or other
disposition of securities of IPC and matters relating to the corporate
governance of IPC; and
WHEREAS, IPC Merger Sub Two, Inc., a Delaware corporation and
a wholly-owned direct subsidiary of IPC Communications, Inc., a Delaware
corporation ("HOLDINGS"), which is in turn a wholly-owned direct subsidiary of
IPC, has merged pursuant to Section 251(g) of the General Corporation Law of the
State of Delaware with and into IPC (the "REORGANIZATION"); and
WHEREAS, as a result of the Reorganization, IPC is now a
wholly-owned direct subsidiary of Holdings, and the stockholders of IPC
immediately prior to the Reorganization are now stockholders of Holdings; and
WHEREAS, IPC and the Shareholders desire to amend certain
provisions of the Original Agreement to add Holdings as a party thereto and to
remove IPC as a party thereto, all in accordance with Section 7.04 of the
Agreement, which requires the approval of this Amendment in writing by IPC and
the holders of at least 50% of the shares of Common Stock held by the
Shareholders.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1.1 The Preface to the Original Agreement shall be amended by
deleting the defined term "IPC Information Systems, Inc. (the "COMPANY")" and
replacing it with the following defined term:
"IPC Communications, Inc. (the "COMPANY")"
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
IPC INFORMATION SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President & Chief Executive Officer
CABLE SYSTEMS HOLDING, LLC
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Manager
/s/ Xxxxxxx Xxxxxxxxxxx
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Xxxxxxx Xxxxxxxxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
ALLEGRA CAPITAL PARTNERS III, L.P.
By: Its General Partner,
Allegra Partners III, L.P.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: General Partner
