EXHIBIT 10.3
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 John L. Segall, having an office at 11
Blackstone Drive, East Norwalk, CT
06855 ("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 primary
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 an