EXHIBIT 10.1
SEVENTH AMENDMENT
TO ADDITIONAL SENIOR SECURITY AGREEMENT
SEVENTH AMENDMENT, dated AS OF April 20, 2006 (the "Amendment"), to the
Additional Senior Security Agreement referred to below, by and among (i) GENERAL
DATACOMM INDUSTRIES, INC., a Delaware corporation, GENERAL DATACOMM, INC., a
Delaware corporation ("GDC"), DATACOMM LEASING CORPORATION, a Delaware
corporation, GDC HOLDING COMPANY, LLC, a Delaware limited liability company, GDC
NAUGATUCK, INC., a Delaware corporation, GDC FEDERAL SYSTEMS, INC., a Delaware
corporation, GDC REALTY, INC., a Texas corporation (each, a "Borrower" and
collectively, the "Debtors") and Howard S. Modlin ("Modlin") and John L. Segall
(together with their successors and assigns the "Secured Party")
WHEREAS, the Debtors are obligated to repay certain indebtedness owing to
Ableco Finance LLC as Agent and the Lenders under that certain Loan and Security
Agreement dated as of August 20, 2002 (as amended, supplemented and otherwise
modified from time to time, the " Senior Loan Agreement");
WHEREAS, GDC and the other Debtors have requested that Modlin as a Secured
Party change the terms of a demand loan made on February 17, 2006 in the amount
of $250,000 which was used to replace $250,000 of the obligations owed to the
Lenders under the Senior Loan Agreement to a term loan, fifty percent (50%) of
which shall be payable one year from February 17, 2006 and fifty percent (50%)
of which shall be payable two years from February 17, 2006 as reflected by an
Additional Amended and Restated Note (the "Additional Amended and Restated
Note") subject to (i) the execution and delivery of this Amendment by the
Debtors, and (ii) the other terms and conditions set forth in this Amendment;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto hereby agree as follows:
1. Definitions in Amendment. Any capitalized term used herein and not
defined shall have the meaning assigned to it in the Additional Senior Security
Agreement dated December 30, 2003 between the Debtors and the Secured Party as
heretofore amended ( the "Security Agreement").
2. Replacement Note. The Additional Amended and Restated Note including
accrued interest shall be deemed a Note and Indebtedness under the Security
Agreement.
3. Indebtedness Secured. Paragraph 3 of the Security Agreement entitled
"Indebtedness Secured" is amended by replacing the last sentence thereof in its
entirety by the following new sentence "The Security Interest granted by Debtors
secures payment of any and all indebtedness of Parent and its subsidiaries
incurred under the Amended and Restated Notes and the Additional Amended and
Restated Note payable to Modlin as a Secured Party dated April 20, 2006 in the
original principal amount of $250,000 and which notes total $1,850,000 plus
accrued interest (the "Notes.")
4. Miscellaneous.
(a) Continued Effectiveness of Security Agreement. Except as
otherwise expressly provided herein, the Security Agreement shall continue to
be, in full force and effect and is hereby ratified and confirmed in all
respects. Except as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not constitute an amendment of any other
provision of the Security Agreement.
(b) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
(c) Headings. Section headings herein are included for convenience
of reference only and shall not constitute a part of this Amendment for any
other purpose.
(d) Governing Law. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.
Borrowers:
GENERAL DATACOMM INDUSTRIES, INC.
a Delaware corporation
By
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Title: Vice President
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GENERAL DATACOMM, INC.,
a Delaware corporation
By
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Title: Vice President
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DATACOMM LEASING CORPORATION,
a Delaware corporation
By
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Title: Vice President
GDC HOLDING COMPANY, LLC,
a Delaware limited liability company
By
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Title: Vice President
GDC FEDERAL SYSTEMS, INC.,
a Delaware corporation
By
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Title: Vice President
GDC NAUGATUCK, INC.,
a Delaware corporation
By
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Title: Vice President
GDC REALTY, INC.,
a Texas corporation
By
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Title: Vice President
Secured Party
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Howard S. Modlin
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John L. Segall