Unassociated Document


    
      

    

    Exhibit
10.14

    


    FIRST
MODIFICATION

    OF OPEN-END MORTGAGE
DEED

    AND SECURITY
AGREEMENT

    


    THIS FIRST MODIFICATION OF OPEN-END
MORTGAGE DEED is made as of the 1st day of October, 2008, by and between
GDC NAUGATUCK, INC., a Delaware corporation,
whose address is 6 Rubber Avenue, Naugatuck, Connecticut 06770. (the “Mortgagor”) and HOWARD S. MODLIN AND JOHN L.
SEGALL, with an address at 445 Park Avenue, New York, New York
10022  06103 (the “Mortgagee”).

    


    W
I T N E S S E T H:

    


    WHEREAS, Mortgagor’s parent,
General DataComm Industries, Inc. (“GDC”) is obligated for the payment of all
sums due under Notes in the aggregate amount of $2,755,945.21 as of October 1,
2008 plus accrued interest as set forth in Exhibit A hereof (the
“Notes”) issued to Mortgagee and the payment of such Notes is secured by an (i)
Additional Senior Security Agreement by and among Mortgagor, General DataComm,
Inc., DataComm Leasing Corporation, GDC Federal Systems, Inc., GDC Holding
Company, LLC, GDC Realty, Inc. and GDC, as Debtors and Mortgagee dated as of
December 30, 2003 as amended (the “Security Agreement”) and (ii) an Amended and
Restated Guaranty dated September 30, 2008 from GDC to the Mortgagee securing
the obligations under the Notes; and

    


    WHEREAS, the obligations of
the Mortgagor are secured by an Open-End Mortgage Deed from the Mortgagor to
Mortgagee, dated December 7, 2006 and recorded in Volume _____ at Page _____ of
the __________ Land Records (the “Mortgage), encumbering
certain real property described in the Mortgage (the “Property”); and

     

    WHEREAS, Mortgagor and
Mortgagee desire to amend the terms and conditions of the Mortgage to amend the
Note of even date herewith.

     

    NOW THEREFORE, in
consideration of the foregoing, and in consideration of $1.00 and other valuable
consideration received to the full satisfaction of the Mortgagor, the Mortgagor
and the Mortgagee hereby agree as follows:

     

    The
Mortgage is hereby amended as follows:

    The
second full paragraph on Page 1 of the Mortgage is deleted in its entirety and
the following is substituted in lieu thereof:

    “WHEREAS,
Mortgagor’s parent, General DataCom Industries, Inc. (“GDC”), having a principal
address of 6 Rubber Avenue, Naugatuck, CT 06770 is obligated for the payment of
all sums due under notes in the aggregate amount of $2,755,945.21 as of October
1, 2008 plus accrued interest as set forth in Exhibit A hereof (the
“Notes”) issued to Mortgagee and the payment of such Notes is secured by an
Additional Senior Security Agreement by and among Mortgagor, General DataComm,
Inc., DataComm Leasing Corporation, GDC Federal Systems, Inc., GDC Holding
Company, LLC, GDC Realty, Inc. and GDC, as Debtors and Mortgagee dated as of
December 30, 2003 as amended (the “Security Agreement”), which Security
Agreement constitutes a commercial revolving loan agreement allowing for a
maximum indebtedness of $3,500,000;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           The
following is added as a new third, fourth and fifth paragraphs of the
Mortgage:

    


    “WHEREAS,
each of the Notes is in a form attached hereto as Exhibit C and made a
part hereof;

    


    WHEREAS,
each of the Notes has a maturity date on or before July 31, 2009 (the “Maturity
Date”);

    


    WHEREAS,
Mortgagor, has executed an Amended and Restated Guaranty dated October 1, 2008,
in favor of Mortgagee, a copy of which is attached hereto as Exhibit D and made a
part hereof guarantying the obligations of GDC under the Notes and the Security
Agreement, and”

    


    (c)           The
current third paragraph on Page 1 of the Mortgage is hereby deleted and the
following is substituted in lieu thereof as a sixth paragraph of the
Mortgage:

    


    “NOW,
THEREFORE, to secure the full and prompt payment and performance of all such
amounts under the Notes, the Security Agreement and the Amended and Restated
Guaranty, as well as under this Mortgage (such amounts being referred to herein
as the “indebtedness”) in a maximum amount of $3,500,000, on or before the
Maturity Date, and in consideration of other valuable consideration, receipt of
which is hereby acknowledged, Mortgagor hereby gives, grants, bargains, sells
and confirms unto Mortgagee, its successors and assigns, forever, the following
property rights, privileges, and franchises (collectively, the “Mortgaged
Property”);”

    


    (d)           Article
I, Section 1.1 “Payment of Secured
Obligations” is hereby deleted in its entirety and the following is
substituted in lieu thereof:

    


    “1.1           Payment of Secured
Obligations.           Mortgagor
shall pay when due on or before the Maturity Date, the principal of, and the
interest on the indebtedness and all charges, fees and other amounts due under
the Obligations, the Notes and the Amended and Restated Guaranty, and shall
otherwise comply with all the terms of the Loan Agreement, the Loan Documents,
the Security Agreement, the Notes, the Mortgage in favor of Atlas Partners
Mortgage Investors, LLC, this Mortgage, the Amended and Restated Guaranty and
any other agreements related to the Security Agreement, the Notes or the Amended
and Restated Guaranty.”

    


    (e)           Article
4, Section 4.12 “Open
End Mortgage” is hereby deleted in its entirety and the following is
substituted in lieu thereof:

    


    “4.12           Open End
Mortgage.           This
Mortgage is an “open-end” mortgage and the holder hereof shall have all the
rights, powers and protection to which the holder of any open-end mortgage is
entitled, including, without limitation, those rights, powers and protections
included in Conn. Gen. Stat. sec. 49-2, as may be amended.  It is
further agreed that upon request of GDC, Mortgagee may hereafter, at its option,
at any time before full payment of this Mortgage, make further advances to GDC
in amounts and at such rates of interest as Mortgagee shall determine in
accordance with the provisions of the Loan Documents, and every such further
advance shall be secured by this Mortgage and evidenced by the Loan Documents,
which include commercial revolving loans, provided, that the amount of the
principal secured by this Mortgage and remaining unpaid shall at no time exceed
the original principal sum secured hereby of $3,500,000 and provided that the
time of repayment of such advancement shall not extend the time of repayment
beyond the Maturity Date. The Security Agreement secured by this Mortgage is a
“commercial revolving loan” as such term is defined in Conn. Gen. Stat. sec.
49-2(c).”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit A of the
Mortgage is hereby deleted in its entirety and is replaced by Exhibit A attached
hereto and made a part hereof.

    3.        
    Exhibit C attached
hereto and made a part hereof shall be Exhibit C of the
Mortgage

    


    4.        
    Exhibit D attached
hereto and made a part hereof shall be Exhibit D of the
Mortgage.

    


    5.        
    Except as specifically modified hereby, all other terms
and conditions of the Mortgage shall continue in full force and
effect.

    Remainder
of page intentionally left blank-

    signature
and acknowledgment pages to follow


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Mortgagor and the Mortgagee have caused this First Modification of Open-End
Mortgage Deed and Security Agreement to be executed as of the date first set
forth above.

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Signed
      and delivered

                                      in
      the presence of

                                    	 	
                                      MORTGAGOR:

                                      GDC
      NAUGATUCK, INC.

                                    	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	
                                      By:

                                    	 
      	 
	 
      	 	 
      	
                                      William
      G. Henry

                                    	 
	
                                      (print
      name)

                                    	 	 
      	
                                      Its
      Vice President

                                    	 
	 
      	 	 
      	 
      	 
	 
      	 	 
      	 
      	 
	 
      	 	 
      	 
      	 
	
                                      (print
      name)

                                    	 	 
      	 
      	 
	 
      	 	 
      	 
      	 
	 
      	 	 
      	 
      	 
	 
      	 	
                                      MORTGAGEE:

                                    	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                      (print
      name)

                                    	 	
                                      Howard
      S. Modlin

                                    	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	
                                      MORTGAGEE:

                                    	 
	
                                      (print
      name)

                                    	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	
                                      John
      L. Segall

                                    	 
	
                                      (print
      name)

                                    	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                      (print
      name)

                                    	 	 
      	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      	
              STATE
      OF CONNECTICUT

            	
              )

            


    

    
      	
               
      

            	
              )  ss.:

            


    

    
      	
              COUNTY
      OF NEW HAVEN

            	
              )

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    On this
_____ day of __________, 2008, before me, the undersigned officer, personally
appeared William G. Henry, as Vice President GDC Naugatuck, Inc., signer and
sealer of the foregoing instrument and acknowledged the same to be his free act
and deed and the free act and deed GDC Naugatuck, Inc..

    


    


    
      
        
          
            
              
                	 
      	 
      
	 
      	 
      
	 
      	
                        Notary
      Public

                      
	 
      	
                        My
      Commission
Expires:

                      


              

            

          

        

      

    

    


    


    
      	
              STATE
      OF CONNECTICUT

            	
              )

            


    

    
      	
               
      

            	
              )  ss.:

            


    

    
      	
              COUNTY
      OF NEW HAVEN

            	
              )

            


    

    


    On this
_____ day of __________, 2008, before me, the undersigned officer, personally
appeared Howard S. Modlin, signer and sealer of the foregoing instrument and
acknowledged the same to be his free act and deed before me.

    


    


    
      
        
          
            
              	 
      	 
      
	 
      	 
      
	 
      	
                      Notary
      Public

                    
	 
      	
                      My
      Commission
Expires:

                    


            

          

        

      

    

    


    


    
      	
              STATE
      OF CONNECTICUT

            	
              )

            


    

    
      	
               
      

            	
              )  ss.:

            


    

    
      	
              COUNTY
      OF NEW HAVEN

            	
              )

            


    

    


    On this
_____ day of __________, 2008, before me, the undersigned officer, personally
appeared John L. Segall, signer and sealer of the foregoing instrument and
acknowledged the same to be his free act and deed before me.

    


    


    
      
        
          
            
              	 
      	 
      
	 
      	 
      
	 
      	
                      Notary
      Public

                    
	 
      	
                      My
      Commission
Expires:

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    Schedule of
Notes


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
C

     

    Form of
Note to be attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
D

     

    Form of
Amended and Restated Guaranty