Unassociated Document


    EXHIBIT
      10.1

    EIGHTH
      AMENDMENT

    TO
      ADDITIONAL SENIOR SECURITY AGREEMENT

     

    EIGHTH
      AMENDMENT, dated AS OF March 12, 2007 (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"), 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 previously on January 16, 2007 that
      Modlin as a Secured Party loan GDC an additional $125,000 to replace the
      obligations owed to the Lenders under the Senior Loan Agreement as well as
      another $100,000 on March 9, 2007 to likewise replace $100,000 of the
      obligations owed to the Lenders, 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
      Loans.
      In
      consideration of the principal amounts of $125,000 loaned January 16, 2007
      and
      $100,000 loaned March 9, 2007 by Modlin as a Secured Party to GDC reflected
      by
      demand notes of $125,000 and $100,000 respectively bearing interest at 10%
      per
      annum from the date hereof, GDC covenants and agrees such funds are and were
      to
      be used to replace Indebtedness of a like amount paid to the Lenders under
      the
      Senior Loan Agreement and shall be Replacement Debt as defined in the
      Subordinated Security Agreement dated September 15, 2003 between the Debtors
      and
      HSBC Bank USA as Trustee and as provided in the Indenture dated September 15,
      2003 between General DataComm Industries, Inc. and HSBC Bank USA.

     

    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 demand promissory notes payable to Modlin as a Secured Party dated March
      12,
      2007 in the original principal amount of $125,000 and $100,000 respectively
      and
      which notes total $2,305,945 (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___________________________________

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              GENERAL
                DATACOMM, INC.,

            
	 	
              a
                Delaware corporation

            
	 	 
	 	
              
                By___________________________________

              

            
	 	
              Title:
                Vice President

            


    

     

    
      
         

      

      
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              GDC
                HOLDING COMPANY, LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 
	 	
              
                By___________________________________

              

            
	 	
              Title:
                Vice President

            
	 	 
	 	
              GDC
                FEDERAL SYSTEMS, INC.,

            
	 	
              a
                Delaware corporation

            
	 	 
	 	
              
                By___________________________________

              

            
	 	
              Title:
                Vice President

            
	 	 
	 	
              GDC
                NAUGATUCK, INC.,

            
	 	
              a
                Delaware corporation

            
	 	 
	 	
              
                By___________________________________

              

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              GDC
                REALTY, INC.,

            
	 	
              a
                Texas corporation

            
	 	 
	 	
              
                By___________________________________

              

            
	 	
              Title:
                Vice President

            
	 	 
	 	
              Secured
                Party

            
	 	 
	 	
              _____________________________________ 

            
	 	
              Howard
                S. Modlin

            
	 	 
	 	
              _____________________________________  

            
	 	
              John
                L. Segall

            


    

    


    
      
         

      

      
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