0001144204-07-002704 Sample Contracts

EIGHTH AMENDMENT and WAIVER TO LOAN AGREEMENT
Loan Agreement • January 22nd, 2007 • General Datacomm Industries Inc • Telephone & telegraph apparatus • New York

EIGHTH AMENDMENT, dated January 17, 2007 (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"), 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") and (iv) the Debenture Holders as defined in Section 2 of the Amendment.

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