EX-10.1: AMEND. TO CREDIT/GUARANTEE AGMT.



 



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:




	 	 	 
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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/ 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:




	 	 	 
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	 	 	IPC INFORMATION SYSTEMS HOLDINGS,
INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John McSherry
	 	 	 	 	

	 	 	 	 	Name: John McSherry
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	IPC INFORMATION SYSTEMS HOLDINGS
USA, 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 HOLDINGS
USA, L.L.C.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John McSherry
	 	 	 	 	

	 	 	 	 	Name: John McSherry
	 	 	 	 	Title:




	 	 	 
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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:




	 	 	 
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	 	 	GENERAL ELECTRIC CAPITAL
CORPORATION,

as Administrative Agent, Collateral Agent,

and a Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Raymond N Shu
	 	 	 	 	

	 	 	
Name:
	 	Raymond N Shu
	 	 	
Title:
	 	Duly Authorized Signatory




	 	 	 
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	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.

as Sole Lead Arranger and Syndication Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ Elizabeth Fischer
	 	 	 	 	

	 	 	 	 	Authorized Signatory




	 	 	 
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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	 	 
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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	 	 
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EXECUTION





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