IPC ACQUISITION CORP. CERTAIN SUBSIDIARIES OF IPC ACQUISITION CORP. 88 Pine Street New York, New York 10005 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1

IPC ACQUISITION CORP.
CERTAIN SUBSIDIARIES OF IPC ACQUISITION CORP.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

AMENDMENT NO. 1 TO
AMENDED AND RESTATED
CREDIT AND GUARANTY AGREEMENT

December 12, 2003

GENERAL ELECTRIC CAPITAL CORPORATION
     as Administrative Agent under the
     Credit Agreement defined herein
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000

Ladies and Gentlemen:

          Each of IPC Acquisition Corp. (the “Company”) and the Company’s subsidiaries set forth below (collectively, the “Guarantors”), hereby agrees with you as follows:

1.     Reference to Credit Agreement and Definitions. Reference is made to the Amended and Restated Credit and Guaranty Agreement dated as of August 29, 2003 among the Company, the Guarantors, the Lenders from time to time party thereto, Xxxxxxx Xxxxx Credit Partners L.P., as Sole Lead Arranger, and as Syndication Agent, General Electric Capital Corporation, as Administrative Agent and as Collateral Agent, and CIT Lending Services Corporation, as Documentation Agent (the “Credit Agreement”). Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined.

2.     Recital. The Company has advised the Lenders that it desires certain amendments to the Credit Agreement in order to make a clarification to the definition of “Consolidated Net Income”. The Requisite Lenders have agreed to amend the definition of “Consolidated Net Income” in the Credit Agreement.

3.     Amendments. The Credit Agreement is hereby amended, effective as of the date hereof, as follows:

          3.1. The definition of “Consolidated Net Income” set forth in Section 1.1 of the Credit Agreement is amended by deleting clause (e) in its entirety and replacing it with the following:

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“(e) (to the extent not included in clauses (a) through (d) above) any net extraordinary or nonrecurring gains and losses, costs, and restructuring and other charges (including, without limitation any one-time costs incurred in connection with acquisitions).”

4.     Representations and Warranties. In order to induce you to enter into this amendment, the Company and each of the Guarantors hereby represent and warrant that (i) each of the representations and warranties contained in Section 4 of the Credit Agreement is true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty shall be true in all respects) on the date hereof, except for representations and warranties that speak as of a specific date in which they were true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty was true in all respects) on such earlier date and (ii) after giving effect to this amendment no Default or Event of Default under the Credit Agreement shall have occurred and be continuing.

5.     Miscellaneous. Except as expressly modified by this amendment, the Credit Agreement and each of the other Credit Documents are and remain unchanged and in full force and effect. This amendment may be executed in any number of counterparts, which together shall constitute one instrument, shall be a Credit Document, shall be governed by and construed in accordance with the laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York) (without giving effect to the conflict of laws rules of any jurisdiction) and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

          If the foregoing corresponds with your understanding of our agreement, please sign this letter and the accompanying copies thereof in the appropriate space below and return the same to the undersigned. This letter shall become a binding agreement among each of the Lenders and the Agents when both the Company and the Agents shall have one or more copies hereof executed by each of the Company, the Guarantors, the Agents and Requisite Lenders.

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		Very truly yours,
		IPC ACQUISITION CORP.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		IPC INFORMATION SYSTEMS, INC.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		IPC FUNDING CORP.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		V BAND CORPORATION
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		IPC INFORMATION SYSTEMS FAR EAST INC.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:

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		IPC INFORMATION SYSTEMS HOLDINGS, INC.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		IPC INFORMATION SYSTEMS HOLDINGS USA, INC.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		IPC INFORMATION SYSTEMS SERVICES, INC.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		IPC INFORMATION SYSTEMS HOLDINGS, L.L.C.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		IPC INFORMATION SYSTEMS HOLDINGS USA, L.L.C.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:

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		IPC INFORMATION SYSTEMS SERVICES, L.L.C.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		GAINS ACQUISITION CORP.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:
		GAINS INTERNATIONAL (U.S.) INC.
		By:		/s/ Xxxx XxXxxxxx
				Name: Xxxx XxXxxxxx
				Title:

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		GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent, Collateral Agent, and a Lender
		By:		/s/ Xxxxxxx X Xxx
		Name:		Xxxxxxx X Xxx
		Title:		Duly Authorized Signatory

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		XXXXXXX SACHS CREDIT PARTNERS L.P. as Sole Lead Arranger and Syndication Agent
		By:		/s/ Xxxxxxxxx Xxxxxxx
				Authorized Signatory

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		CIT LENDING SERVICES CORPORATION, as Documentation Agent and a Lender
		By:		/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title: Vice President

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		Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P., as Investment Manager By: Alliance Capital Management Corporation as General Partner
		By:		/s/ Xxxx Xxxxxxxxxxx
				Name: Xxxx Xxxxxxxxxxx
				Title: Senior Vice President

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