EXHIBIT 10.2
AMENDED AND RESTATED $343,315.07 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 $343,315.07
in lawful money of the United States of
America. This Note is payable in two
installments with $171,657.54 payable on
December 29, 2006 and the balance of
$171,657.53 payable on December 29, 2007.
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 on December 30,
2003 in the sum of $300,000 for the purpose
of Payor paying and replacing
indebtedness owed to Ableco Financing 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
