EXHIBIT 10.9
AMENDED AND RESTATED $279,794,52 NEGOTIABLE PROMISSORY NOTE
December 9, 2005
For value received, General DataComm Industries, Inc, having an
office
at 6 Rubber Avenue, Naugatuck CT 06770
("Payor"), promises to pay to the order
of Howard S. Modlin, having an office at
445 Park Avenue, 15th floor, New York,
New York 10022 ("Payee"), with interest at
the rate of 10% per annum on the
unpaid balance thereof from December 9
2005, the principal sum of $279,794.52 in
lawful money of the United States of
America. This Note is payable in three
installments with $69,948.63 payable on
September 29, 2006, $139,897.26 payable
on September 30, 2007 and the balance of
$69,948.63 payable at maturity on
September 29, 2008. This Note may be
prepaid at any time without penalty or
premium. Interest which accrues during each
calendar month shall be paid on the
first day of the following calendar month
during the term of this Note except
the first interest payment shall be made
May 1, 2006. This Note evidences an
amendment and restatement of loan made to
Payor by Payee on September 30, 2004
in the sum of $250,000 for the purpose of
Payor paying and replacing
indebtedness of a similar amount owed to
Ableco Finance LLC, as Agent, and the
Lenders, under Loan and Security Agreement
dated as of August 20, 2002. Accrued
unpaid Interest on the original Note
replaced by this Note is included in
principal amount payable.
1. Payment of this
