Exhibit
      10.1

    


    SEVENTH
      AMENDMENT

    TO
      LOAN AGREEMENT

     

    SEVENTH
      AMENDMENT, dated May 1, 2006 (the "Amendment"),
      to
      the Loan 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 "Borrowers"),
      (ii) the lenders party thereto from time to time (the "Lenders"),
      and
      (iii) ABLECO FINANCE LLC, as agent for the Lenders (in such capacity, the
      "Agent").

     

    WHEREAS,
      the Borrowers are obligated to repay certain indebtedness owing to the 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
      "Loan
      Agreement");

     

    WHEREAS,
      the Borrowers have requested that the Lenders permit the Borrowers to modify
      the
      amortization schedule in respect of the Term A Loan for the period beginning
      as
      of May 1, 2006 to and including August 25, 2006 and pay principal in weekly
      installments of $25,000 during such period. 

     

    WHEREAS,
      the Lenders are willing to consent to the accommodations described in the
      immediately preceding paragraph, subject to (i) the execution and delivery
      of
      this Amendment by the Borrowers, 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:

     

    1.1 Definitions
      in Amendment.
      Any
      capitalized term used herein and not defined shall have the meaning assigned
      to
      it in the Loan Agreement.

     

    1.2 Term
      A
      Loan Amortization:
      Section
      2.4(a)(i)(B) of the Loan Agreement is hereby amended in its entirety to read
      as
      follows: 

     

    "(B) on
      January 1, 2005 and each month thereafter, the Term A Loan shall be repaid
      in monthly installments of principal equal to the greater of (I) the product
      of
      (x) the principal amount of the Term A Loan outstanding on December 31,
      2004 multiplied by (y) 1/36th
      and (II)
      $250,000; provided
      that,
      notwithstanding the foregoing (x) for the period commencing as of May 1, 2006
      to
      and including August 25, 2006, the Term A loan shall be repaid in weekly
      installments of principal equal to $25,000 on the last Business Day of each
      week
      during such period, (y) for the period commencing on September 1, 2006 to and
      including October 31, 2006, the Term Loan A shall be repaid in monthly
      installments of principal equal to $250,000 on the last Business Day of each
      month during such period, and (z) for the period commencing November 1, 2006
      to
      and including February 28, 2007, the Term Loan A shall be repaid in monthly
      installments of principal equal to $393,750 on the last Business Day of each
      month during such period."

     

    1.3 Financial
      Covenant Amendment. A
      new
      sentence is hereby inserted at the end of Section 7.20 of the Loan Agreement
      to
      read as follows:

     

    "In
      addition, (i) Borrowers shall not be required to maintain the applicable EBIDTA
      for the fiscal quarters ending September 30, 2004 and June 30, 2006, (ii)
      Borrowers' EBITDA for such quarterly periods shall not be included in the
      calculations of EBITDA for the purpose of this Section 7.20 either for such
      fiscal periods or any other fiscal periods, and (iii) Borrowers shall not be
      required to deliver to Agent a Compliance Certificate in accordance with Section
      6.2 hereof for any fiscal quarter described in clause (i) above." Lenders
      acknowledge Borrowers are in compliance under Sections 6.2 and 7.20 as of the
      date hereof.

     

    
      
         

      

      
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    2. Conditions. The
      effectiveness of this Amendment is subject to the fulfillment, in a manner
      satisfactory to the Agent, of each of the following conditions precedent (the
      date such conditions are fulfilled or waived by the Agent is hereinafter
      referred to as the "Amendment
      Effective Date"):

     

    (a) Representations
      and Warranties; No Event of Default.
      The
      representations and warranties contained herein, in Section 5 of the Loan
      Agreement and in each other Loan Document and certificate or other writing
      delivered to the Agent or any Lender pursuant hereto on or prior to the
      Amendment Effective Date shall be correct on and as of the Amendment Effective
      Date as though made on and as of such date, except to the extent that such
      representations and warranties (or any schedules related thereto) expressly
      relate solely to an earlier date (in which case such representations and
      warranties shall be true and correct on and as of such date); and, except as
      set
      forth in the Compliance Certificates delivered by Borrower to Agent prior to
      the
      date hereof pursuant to Section 6.2 of the Loan Agreement, no Default or Event
      of Default shall have occurred and be continuing on the Amendment Effective
      Date
      or would result from this Amendment becoming effective in accordance with its
      terms. 

     

    (b) Delivery
      of Documents.
      The
      Agent shall have received on or before the Amendment Effective Date the
      following, each in form and substance satisfactory to the Agent and, unless
      indicated otherwise, dated the Amendment Effective Date:

     

    
      
         

      

      
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    (i) counterparts
      of this Amendment duly executed by the Borrowers and the Lenders;
      and

     

    (ii) such
      other agreements, instruments, approvals, opinions and other documents as the
      Agent may reasonably request.

     

    (c) Proceedings.
      All
      proceedings in connection with the transactions contemplated by this Amendment,
      and all documents incidental thereto, shall be satisfactory to the Agent and
      its
      special counsel, and the Agent and such special counsel shall have received
      all
      such information and such counterpart
      originals or certified copies of documents, and such other agreements,
      instruments, approvals, opinions and other documents, as the Agent or such
      special counsel may reasonably request.

     

    (d) Fees
      and Expenses.
      The
      Borrowers shall have paid all unpaid legal fees and expenses incurred by Agent
      in connection with the administration of, and the preparation, delivery,
      execution and modification, of the Loan Agreement and the other related
      agreements, instruments and documents.

     

    3. Representations
      and Warranties.
      Each
      Borrower hereby represents and warrants to the Agent and the Lenders as
      follows:

     

    (a) Representations
      and Warranties; No Event of Default.
      The
      representations and warranties
      herein,
      in Section 5 of the Loan Agreement and in each other Loan Document and
      certificate or other writing delivered to the Agent or any Lender pursuant
      hereto on or prior to the Amendment Effective Date are correct on and as of
      the
      Amendment Effective Date as though made on and as of such date, except to the
      extent that such representations and warranties (or any schedules related
      thereto) expressly relate solely to an earlier date (in which case such
      representations and warranties are true and correct on and as of such date);
      and, except as set forth in the Compliance Certificates delivered by Borrower
      to
      Agent prior to the date hereof pursuant to Section 6.2 of the Loan Agreement,
      no
      Default or Event of Default has occurred and is continuing on the Effective
      Date
      or would result from this Amendment becoming effective in accordance with its
      terms.
      

     

    b) Organization,
      Good Standing, Etc.
      Such
      Borrower (i) is a corporation duly organized, validly
      existing
      and in good standing under the laws of the state of its organization,
      (ii) has all requisite power and authority to execute, deliver and perform
      this Amendment and the other Loan Documents to which it is a party being
      executed in connection with this Amendment, and to perform the Loan Agreement,
      as amended hereby, and (iii) is duly qualified to do business and is in
      good standing in each jurisdiction in which the character of the properties
      owned or leased by it or in which the transaction of its business makes such
      qualification necessary except where the failure to be so qualified reasonably
      could not be expected to have a Material Adverse Change.

     

    (c) Authorization,
      Etc.
      The
      execution, delivery and performance by such Borrower of this Amendment and
      each
      other Loan Document to which it is a party being executed in connection with
      this Amendment, and the performance by such Borrower of the Loan Agreement,
      as
      amended hereby, (i) have been duly authorized by all necessary action,
      (ii) do not and will not contravene such Borrower's charter or by-laws, any
      applicable law or any contractual restriction binding on or otherwise affecting
      it or any of its properties, (iii) do not and will not result in or require
      the creation of any Lien (other than pursuant to any Loan Document) upon or
      with
      respect to any of its properties, and (iv) do not and will not result in
      any suspension, revocation, impairment, forfeiture or nonrenewal of any permit,
      license, authorization or approval applicable to its operations or any of its
      properties.

     

    4. Miscellaneous.

     

    (a) Continued
      Effectiveness of the Loan Agreement.
      Except
      as otherwise expressly provided herein, the Loan Agreement and the other Loan
      Documents are, and shall continue to be, in full force and effect and are hereby
      ratified and confirmed in all respects, except
      that on
      and
      after the Amendment Effective Date (i) all references in the Loan Agreement
      to
      "this Agreement", "hereto", "hereof", "hereunder" or words of like import
      referring to the Loan Agreement shall mean the Loan Agreement as amended by
      this
      Amendment, and (ii) all references in the other Loan Documents to which any
      Borrower is a party to the "Loan Agreement", "thereto", "thereof", "thereunder"
      or words of like import referring to the Loan Agreement shall mean the Loan
      Agreement as amended by this Amendment. Except as expressly provided herein,
      the
      execution, delivery and effectiveness of this Amendment shall not operate as
      an
      amendment of any right, power or remedy of the Lender under the Loan Agreement
      or any other Loan Document, nor constitute an amendment of any provision of
      the
      Loan Agreement or any other Loan Document.

     

    (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.

     

    (e) Costs
      and Expenses.
      The
      Borrowers jointly and severally agree to pay on demand all fees, costs and
      expenses of the Agent and each Lender in connection with the preparation,
      execution and delivery of this Amendment and the other related agreements,
      instruments and documents.

     

    (f) Amendment
      as Loan Document.
      Each
      Borrower hereby acknowledges and agrees that this Amendment constitutes a "Loan
      Document" under the Loan Agreement. Accordingly, it shall be an Event of Default
      under the Loan Agreement if (i) any representation or warranty made by a
      Borrower under or in connection with this Amendment shall have been untrue,
      false or misleading in any material respect when made, or (ii) a Borrower shall
      fail to perform or observe any term, covenant or agreement contained in this
      Amendment. 

     

    (g) Waiver
      of Jury Trial.
      EACH
      BORROWER, THE AGENT AND THE LENDER EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT
      TO
      TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
      CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR
      THE
      ACTIONS OF THE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION,
      PERFORMANCE OR ENFORCEMENT HEREOF.

    



    
      
        
        

      

      
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    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  

     

    


    DATACOMM
      LEASING CORPORATION,

    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                                   

    


    
      
         

      

      
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    GDC
      NAUGATUCK, INC.,

    a
      Delaware corporation

     

    By
      _______________________________  

     

    Title:       
      Vice
      President                                   

    


    


    GDC
      REALTY, INC.,

    a
      Texas
      corporation

     

    By
      _______________________________

    Title:       
      Vice
      President                                   

     

    Agent
      and Lender:

    


    ABLECO
      FINANCE LLC,

    a
      Delaware limited liability company, on behalf

    of
      itself
      and its affiliated assigns

     

    By
      _______________________________

    Title:       
      Vice
      President                                     

     

    
 

    
      
         

      

      
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