Exhibit 10.2
SECOND AMENDMENT
TO ADDITIONAL SENIOR SECURITY AGREEMENT
SECOND AMENDMENT, dated March 30, 2004 (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"), 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 "Debtors") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (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 that the
Secured Party loan GDC an additional $250,000 which shall be used to pay and
replace $250,000 of the obligations owed to the Lenders under the Senior Loan
Agreement, 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 ( the "Security Agreement").
2. Replacement Loans. In consideration of the aggregate principal
amount of $250,000 to be loaned April 1, 2004 by the Secured Party to GDC
reflected by two separate notes of $125,000 each, GDC covenants and agrees such
funds shall be used to pay and replace Indebtedness of a like amount owed to the
Lenders under the Senior Loan Agreement on such date 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 is
amended to read in its entirety as follows: " Indebtedness Secured. The Security
Interest granted by Debtors secures payment of any and all indebtedness of
Parent and its subsidiaries incurred under the promissory notes payable to
Secured Party dated December 30, 2003 in the original aggregate principal amount
of $600,000, the promissory notes payable to Secured Party dated March 1, 2004
in the original aggregate principal amount of $250,000, and the promissory notes
payable to Secured Party dated April 1, 2004 in the aggregate principal amount
of $250,000 and which notes total $1,100,000 (the "Notes") whether or not any
such indebtedness is now existing or hereafter incurred, of every kind and
character, direct or indirect, and whether any such indebtedness is from time to
time reduced and thereafter increased, or entirely extinguished and thereafter
reincurred, including, without limitation, any sums advanced by Secured Party
for taxes, assessments, insurance and other charges and expenses as hereinafter
provided, and all amounts owed under any modifications, renewals or extensions
of any of the foregoing obligations (collectively, the "Indebtedness")."
4. Miscellaneous.
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(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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GENERAL DATACOMM INDUSTRIES, INC.,
a Delaware corporation
By
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Title:
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GENERAL DATACOMM, INC.,
a Delaware corporation
By
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Title:
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DATACOMM LEASING CORPORATION,
a Delaware corporation
By
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Title:
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GDC HOLDING COMPANY, LLC,
a Delaware limited liability company
By
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Title:
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GDC FEDERAL SYSTEMS, INC.,
a Delaware corporation
By
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Title:
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GDC NAUGATUCK, INC.,
a Delaware corporation
By
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Title:
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GDC REALTY, INC.,
a Texas corporation
By
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Title:
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Secured Party
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