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Exhibit 10.1

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

|                  | 
|----------------- | 
|December 12, 2003 | 

GENERAL ELECTRIC CAPITAL CORPORATION
     as Administrative Agent under the
     Credit Agreement defined herein
2325 Lakeview Parkway, Suite 700
Alpharetta, GA 30004

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,
Goldman Sachs 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:

|                              |  |          
|----------------------------- |  | ---------
|AMENDMENT TO                  |  |          
|CREDIT AND GUARANTY AGREEMENT |  | EXECUTION

1



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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.

|                              |  |          
|----------------------------- |  | ---------
|AMENDMENT TO                  |  |          
|CREDIT AND GUARANTY AGREEMENT |  | EXECUTION

2



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| |  |                                       |  |                    
| |  | ------------------------------------- |  | -------------------
| |  | Very truly yours,                    
| |  |                                       |  |                    
| |  | IPC ACQUISITION CORP.                
| |  |                                       |  |                    
| |  | By:                                   |  | /s/ John McSherry  
| |  |                                       |  |                    
| |  |                                       |  | Name: John McSherry
| |  |                                       |  | Title:             
| |  |                                       |  |                    
| |  | IPC INFORMATION SYSTEMS, INC.        
| |  |                                       |  |                    
| |  | By:                                   |  | /s/ John McSherry  
| |  |                                       |  |                    
| |  |                                       |  | Name: John McSherry
| |  |                                       |  | Title:             
| |  |                                       |  |                    
| |  | IPC FUNDING CORP.                    
| |  |                                       |  |                    
| |  | By:                                   |  | /s/ John McSherry  
| |  |                                       |  |                    
| |  |                                       |  | Name: John McSherry
| |  |                                       |  | Title:             
| |  |                                       |  |                    
| |  | V BAND CORPORATION                   
| |  |                                       |  |                    
| |  | By:                                   |  | /s/ John McSherry  
| |  |                                       |  |                    
| |  |                                       |  | Name: John McSherry
| |  |                                       |  | Title:             
| |  |                                       |  |                    
| |  | IPC INFORMATION SYSTEMS FAR EAST INC.
| |  |                                       |  |                    
| |  | By:                                   |  | /s/ John McSherry  
| |  |                                       |  |                    
| |  |                                       |  | Name: John McSherry
| |  |                                       |  | Title:             

|                              |  |          
|----------------------------- |  | ---------
|AMENDMENT TO                  |  |          
|CREDIT AND GUARANTY AGREEMENT |  | EXECUTION

S-1



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| |  |                                             |  |                    
| |  | ------------------------------------------- |  | -------------------
| |  | IPC INFORMATION SYSTEMS HOLDINGS,INC.      
| |  |                                             |  |                    
| |  | By:                                         |  | /s/ John McSherry  
| |  |                                             |  |                    
| |  |                                             |  | Name: John McSherry
| |  |                                             |  | Title:             
| |  |                                             |  |                    
| |  | IPC INFORMATION SYSTEMS HOLDINGSUSA, INC.  
| |  |                                             |  |                    
| |  | By:                                         |  | /s/ John McSherry  
| |  |                                             |  |                    
| |  |                                             |  | Name: John McSherry
| |  |                                             |  | Title:             
| |  |                                             |  |                    
| |  | IPC INFORMATION SYSTEMS SERVICES,INC.      
| |  |                                             |  |                    
| |  | By:                                         |  | /s/ John McSherry  
| |  |                                             |  |                    
| |  |                                             |  | Name: John McSherry
| |  |                                             |  | Title:             
| |  |                                             |  |                    
| |  | IPC INFORMATION SYSTEMS HOLDINGS,L.L.C.    
| |  |                                             |  |                    
| |  | By:                                         |  | /s/ John McSherry  
| |  |                                             |  |                    
| |  |                                             |  | Name: John McSherry
| |  |                                             |  | Title:             
| |  |                                             |  |                    
| |  | IPC INFORMATION SYSTEMS HOLDINGSUSA, L.L.C.
| |  |                                             |  |                    
| |  | By:                                         |  | /s/ John McSherry  
| |  |                                             |  |                    
| |  |                                             |  | Name: John McSherry
| |  |                                             |  | Title:             

|                              |  |          
|----------------------------- |  | ---------
|AMENDMENT TO                  |  |          
|CREDIT AND GUARANTY AGREEMENT |  | EXECUTION

S-2



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| |  |                                         |  |                    
| |  | --------------------------------------- |  | -------------------
| |  | IPC INFORMATION SYSTEMS SERVICES,L.L.C.
| |  |                                         |  |                    
| |  | By:                                     |  | /s/ John McSherry  
| |  |                                         |  |                    
| |  |                                         |  | Name: John McSherry
| |  |                                         |  | Title:             
| |  |                                         |  |                    
| |  | GAINS ACQUISITION CORP.                
| |  |                                         |  |                    
| |  | By:                                     |  | /s/ John McSherry  
| |  |                                         |  |                    
| |  |                                         |  | Name: John McSherry
| |  |                                         |  | Title:             
| |  |                                         |  |                    
| |  | GAINS INTERNATIONAL (U.S.) INC.        
| |  |                                         |  |                    
| |  | By:                                     |  | /s/ John McSherry  
| |  |                                         |  |                    
| |  |                                         |  | Name: John McSherry
| |  |                                         |  | Title:             

|                              |  |          
|----------------------------- |  | ---------
|AMENDMENT TO                  |  |          
|CREDIT AND GUARANTY AGREEMENT |  | EXECUTION

S-3



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| |  |                                                                                              |  |                          
| |  | -------------------------------------------------------------------------------------------- |  | -------------------------
| |  | GENERAL ELECTRIC CAPITALCORPORATION,
as Administrative Agent, Collateral Agent,
and a Lender
| |  |                                                                                              |  |                          
| |  | By:                                                                                          |  | /s/ Raymond N Shu        
| |  |                                                                                              |  |                          
| |  | Name:                                                                                        |  | Raymond N Shu            
| |  | Title:                                                                                       |  | Duly Authorized Signatory

|                              |  |          
|----------------------------- |  | ---------
|AMENDMENT TO                  |  |          
|CREDIT AND GUARANTY AGREEMENT |  | EXECUTION

S-4



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| |  |                                                                                |  |                      
| |  | ------------------------------------------------------------------------------ |  | ---------------------
| |  | GOLDMAN SACHS CREDIT PARTNERS L.P.
as Sole Lead Arranger and Syndication Agent
| |  |                                                                                |  |                      
| |  | By:                                                                            |  | /s/ Elizabeth Fischer
| |  |                                                                                |  |                      
| |  |                                                                                |  | Authorized Signatory 

|                              |  |          
|----------------------------- |  | ---------
|AMENDMENT TO                  |  |          
|CREDIT AND GUARANTY AGREEMENT |  | EXECUTION

S-5



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| |  |                                                                       |  |                      
| |  | --------------------------------------------------------------------- |  | ---------------------
| |  | CIT LENDING SERVICES CORPORATION,
as Documentation Agent and a Lender
| |  |                                                                       |  |                      
| |  | By:                                                                   |  | /s/ Doug Maher       
| |  |                                                                       |  |                      
| |  |                                                                       |  | Name: Doug Maher     
| |  |                                                                       |  | Title: Vice President

|                              |  |          
|----------------------------- |  | ---------
|AMENDMENT TO                  |  |          
|CREDIT AND GUARANTY AGREEMENT |  | EXECUTION

S-6



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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/ Joel Serebransky        
| |  |                                                                                                                                                               |  |                             
| |  |                                                                                                                                                               |  | Name: Joel Serebransky      
| |  |                                                                                                                                                               |  | Title: Senior Vice President

|                              |  |          
|----------------------------- |  | ---------
|AMENDMENT TO                  |  |          
|CREDIT AND GUARANTY AGREEMENT |  | EXECUTION

S-7