Unassociated Document


    
      

    

    Exhibit
10.15

    


    ELEVENTH
AMENDMENT

    TO
ADDITIONAL SENIOR SECURITY AGREEMENT

     

    ELEVENTH
AMENDMENT, dated AS OF October 1, 2008 (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,
GDC and the other Debtors have requested previously on October 1, 2008 that
Modlin as a Secured Party loan GDC an additional $250,000, 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.        
    Loans.  In
consideration of the principal amount of $250,000 loaned October 1, 2008 by
Modlin as a Secured Party to GDC reflected by a demand note of $250,000 bearing
interest at 10% per annum from the date hereof, GDC covenants and agrees such
funds are and were to be used for working capital purposes.

     

    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 demand promissory notes dated
April 30, 2008, May 13, 2008, September 18, 2008 and October 1, 2008 in amounts
of $175,000, $75,000, $175,000 and $250,000, all of which notes total
$2,755,945.21 (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

                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                    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