Exhibit 10.14
FIRST MODIFICATION OF OPEN-END MORTGAGE DEED AND SECURITY
AGREEMENT
THIS FIRST MODIFICATION OF OPEN-END MORTGAGE DEED is made as of the
1st day of October, 2008, by and between GDC NAUGATUCK, INC., a
Delaware corporation, whose address is 6 Rubber Avenue, Naugatuck,
Connecticut 06770. (the “Mortgagor”) and HOWARD S.
MODLIN AND JOHN L. SEGALL, with an address at 445 Park Avenue, New
York, New York 10022 06103 (the
“Mortgagee”).
W I T N E S S E T H:
WHEREAS, Mortgagor’s parent, General DataComm Industries,
Inc. (“GDC”) is obligated for the payment of all sums
due under Notes in the aggregate amount of $2,755,945.21 as of
October 1, 2008 plus accrued interest as set forth in Exhibit A
hereof (the “Notes”) issued to Mortgagee and the
payment of such Notes is secured by an (i) Additional Senior
Security Agreement by and among Mortgagor, General DataComm, Inc.,
DataComm Leasing Corporation, GDC Federal Systems, Inc., GDC
Holding Company, LLC, GDC Realty, Inc. and GDC, as Debtors and
Mortgagee dated as of December 30, 2003 as amended (the
“Security Agreement”) and (ii) an Amended and Restated
Guaranty dated September 30, 2008 from GDC to the Mortgagee
securing the obligations under the Notes; and
WHEREAS, the obligations of the Mortgagor are secured by an
Open-End Mortgage Deed from the Mortgagor to Mortgagee, dated
December 7, 2006 and recorded in Volume _____ at Page _____ of the
__________ Land Records (the “Mortgage), encumbering certain
real property described in the Mortgage (the
“Property”); and WHEREAS, Mortgagor and
Mortgagee desire to amend the terms and conditions of the Mortgage
to amend the Note of even date herewith. NOW THEREFORE, in
consideration of the foregoing, and in consideration of $1.00 and
other valuable consideration received to the full satisfaction of
the Mortgagor, the Mortgagor and the Mortgagee hereby agree as
follows: The Mortgage is hereby amended as follows: The
second full paragraph on Page 1 of the Mortgage is deleted in its
entirety and the following is substituted in lieu thereof:
“WHEREAS, Mortgagor’s parent, General DataCom
Industries, Inc. (“GDC”), having a principal address of
6 Rubber Avenue, Naugatuck, CT 06770 is obligated for the payment
of all sums due under notes in the aggregate amount of
$2,755,945.21 as of October 1, 2008 plus accrued interest as set
forth in Exhibit A hereof (the “Notes”) issued to
Mortgagee and the payment of such Notes is secured by an Additional
Senior Security Agreement by and among Mortgagor, General DataComm,
Inc., DataComm Leasing Corporation, GDC Federal Systems, Inc., GDC
Holding Company, LLC, GDC Realty, Inc. and GDC, as Debtors and
Mortgagee dated as of December 30, 2003 as amended (the
“Security Agreement”), which Security Agreement
constitutes a commercial revolving loan agreement allowing for a
maximum indebtedness of $3,500,000;
(b) The
following is added as a new third, fourth and fifth paragraphs of
the Mortgage:
“WHEREAS, each of the Notes is in a form attached hereto as
Exhibit C and made a part hereof;
WHEREAS, each of the Notes has a maturity date on or before July
31, 2009 (the “Maturity Date”);
WHEREAS, Mortgagor, has executed an Amended and Restated Guaranty
dated October 1, 2008, in favor of Mortgagee, a copy of which is
attached hereto as Exhibit D
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