EIGHTH AMENDMENT TO ADDITIONAL SENIOR SECURITY AGREEMENT
EXHIBIT
10.1
EIGHTH
AMENDMENT
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
Xxxxxx X. Xxxxxx (“Xxxxxx”) and Xxxx X. Xxxxxx (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
Xxxxxx 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 Xxxxxx 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 Xxxxxx 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.
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Borrowers:
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GENERAL
DATACOMM INDUSTRIES, INC.
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a
Delaware corporation
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By___________________________________
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Title:
Vice President
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GENERAL
DATACOMM, INC.,
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a
Delaware corporation
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By___________________________________
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Title:
Vice President
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GDC
HOLDING COMPANY, LLC,
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a
Delaware limited liability company
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By___________________________________
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Title:
Vice President
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GDC
FEDERAL SYSTEMS, INC.,
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a
Delaware corporation
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By___________________________________
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Title:
Vice President
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GDC
NAUGATUCK, INC.,
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a
Delaware corporation
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By___________________________________
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Title:
Vice President
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GDC
REALTY, INC.,
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a
Texas corporation
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By___________________________________
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Title:
Vice President
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Secured
Party
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_____________________________________
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Xxxxxx
X. Xxxxxx
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_____________________________________
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Xxxx
X. Xxxxxx
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