ELEVENTHAMENDMENT TOADDITIONAL SENIOR SECURITY AGREEMENT

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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:

 

 

 

 

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