EXHIBIT 10.8
AMENDED AND RESTATED $286,095.89 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 $286,095.89
in lawful money of the United States of
America. This Note is payable in two
installments with 143,047.95 payable on
June 29, 2007 and $143,047.94 payable on
June 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 amendment and
restatement of a loan made to Payor by
Payee 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 the
principal amount payable.
1. Payment of this Note is unconditional and shall be made
without
defense
