Unassociated Document


    RESTATED

    PROMISSORY
NOTE

    


    


    
      	
              $2,026,306.59

            	
              Dated
      Effective February 28, 2009

            
	 
      	
              Rochester,
      New York

            


    

    


    


    For value
received, IEC Electronics Corp., a Delaware Corporation (hereinafter referred to
as "Undersigned" or "Maker"), promises to pay to the order of Kathleen Brudek at
127 Amann Road, Honeoye Falls, New York 14472 ("Holder"), the sum of Two Million
Twenty-six Thousand Three Hundred Six and 59/100 Dollars ($2,026,306.59), with
interest on the unpaid balance at the rate of four percent (4%) per annum, in
eighteen (18) quarterly installments of principal and interest as
follows:

    
 

    1.           As
set forth on the amortization schedule attached hereto as Exhibit A and made a
part hereof, until the entire obligation is paid in full.  If not
sooner paid, the entire unpaid principal balance of this Promissory Note
("Note") with accrued interest shall be all due and payable on June 1,
2013.  All payments shall be applied first to interest and the balance
to principal.

    


    2.           
The Undersigned shall have the right to prepay this obligation in whole or in
part at any time without premium or penalty.

    


    3.           
In the event that any payment shall not be made within fifteen (15) days of its
due date, then the Undersigned agrees to pay a "late charge" in the sum of two
percent (2%) of the amount then due.

    


    4.           This
Note and all other obligations of the Maker or any endorser or guarantor hereof,
direct or contingent, shall immediately become all due and payable and the then
unpaid balance of this Note shall be accelerated and the same, with all interest
accrued thereon, shall forthwith become due and payable without notice or
demand, which are hereby expressly waived, upon the occurrence, with respect to
any Maker, endorser or guarantor hereof, of any of the following events of
default (each hereinafter referred to as an "Event of Default" and
collectively referred to as AEvents of
Default@):

    


    A.           failure
to pay any installment of principal or interest within thirty (30) days of the
due date;

    


    B.           suspension
or liquidation by any of them of their usual business;


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    C.           filing
by or against any of them of any proceeding, suit or action for reorganization,
dissolution or liquidation or a petition under any of the provisions of the
Bankruptcy Act not stayed, bonded or vacated within sixty (60) days of any
filing;

    


    D.           application
for, or appointment of, a receiver of any of them or their property, , unless
the same shall be dismissed within sixty days after such application or
appointment;

    


    F.           making
or sending notice of an intended bulk sale or any other transfer of
substantially all of the Undersigned's assets and the subsequent consummation of
any such transaction, unless the purchaser or transferee of such assets also
assumes this Note; or

    


    F.           if
any judgment, attachment or execution against any of them or their property for
any amount in excess of $100,000.00 remains unpaid, unstayed, or undismissed for
a period of more than thirty (30) days.

    


    5.                      Upon
the occurrence and during the continuance of any Event of Default, Holder may
change the rate of interest on this Note from the rate set forth herein to the
rate set forth herein plus four percent (4%), such change of rate to become
effective on the date notice of such Event of Default is given to Maker and to
remain in effect until such Event of Default is cured or this Note is paid in
full, regardless of whether Holder elects to accelerate the indebtedness
evidenced by this Note by reason of such Event of Default.  If this
Note is not paid in full when it becomes due, or if any installment thereof is
not paid when that installment becomes due, the Maker agrees to pay all costs
and expenses of collection incurred after the occurrence of such Event of
Default, including reasonable attorneys' fees.

    


    6.                      The
failure of the Holder to exercise any of its options to call this Note due and
payable upon any Event of Default shall not operate as a waiver or estoppel on
its part to declare the total amount of unpaid principal and interest due and
payable on any subsequent default which shall not be cured.

    


    7.                      This
Note shall be construed in accordance with the laws of the State of New
York.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH
HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION, CAUSE OF
ACTION, OR COUNTERCLAIM ARISING UNDER OR IN ANY WAY RELATED TO THIS NOTE AND
UNDER ANY THEORY OF LAW OR EQUITY.

    


    8.                      The
Undersigned and all endorsers, sureties and guarantors hereof, hereby jointly
and severally waive presentment, demand for payment, notice of dishonor, notice
of protest and protest, and all other notices or demands in connection with the
delivery, acceptance, performance, default, endorsement, or guarantee of this
Note.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    


    9.                      This
Note is subject to the express condition that at no time shall Maker be
obligated or required to pay interest on the principal amount of the Note at a
rate which could subject Holder to either civil or criminal liability as a
result of being in excess of the maximum interest rate which Maker is permitted
by law to contract or agree to pay.  If, by the terms of this Note,
Maker would at any time be required or obligated to pay interest at the rate in
excess of such maximum rate, the rate of interest under this Note shall be
deemed to be immediately reduced to such maximum rate and the interest payable
thereafter shall be computed at a rate not to exceed such maximum rate and all
previous payments in excess of such maximum rate shall be deemed to have been
payments in reduction of the principal balance of the Note instead of payments
of interest thereon.

    


    10.                      The
covenants and obligations of this Note shall be binding upon Maker, its
successors, executors and assigns and shall inure to the benefit of Holder, its
successors and assigns.

    


    11.                      In
the event that that any Parent Indemnified Person [as that term is define in the
Agreement and Plan of Merger by and among IEC Electronics Corp., VUT Merger
Corp., Val-U-Tech Corp. and Holder, among others, dated May 23, 2008 (the
"Merger Agreement")] determines that it has suffered a Loss for which
indemnification is available pursuant to the Merger Agreement, the following
procedure shall be followed (the capitalized terms set forth in this Section
shall have the mean ascribed to them in the Merger Agreement unless defined
herein):

    


    A.           Parent
Indemnified Person shall give written notice of any such Loss (a “Loss Notice”)
to the Shareholders’ Representative specifying in reasonable detail the amount
of the claimed Loss (the “Loss Amount”) and the basis for such Loss and whether
the Parent intends to offset the amount of such Loss against the Purchase
Notes.

    


    B.           Within
twenty (20) days after delivery of a Loss Notice, the Shareholders’
Representative shall provide to Parent and the Parent Indemnified Person (if not
the same Person), a written response (a “Response Notice”) in which the
Shareholders’ Representative will (i) agree that an offset in the full Loss
Amount may be made against the Purchase Notes, (ii) agree that an offset in an
amount equal to part, but not all, of the Loss Amount (the “Agreed Amount”) may
be made against the Purchase Notes or (iii) contest making any offset against
the Purchase Notes.  The Shareholders’ Representative may contest an
offset against the Purchase Notes upon a good faith belief that all or such
portion of such claimed Loss does not constitute a Loss for which the Parent
Indemnified Person is entitled to indemnification under the Merger
Agreement.  If no Response Notice is delivered by the Shareholders’
Representative within such twenty (20) day period, the Shareholders’
Representative shall be deemed to have agreed that an offset in the full Loss
amount may be made against the Purchase Notes.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    C.           If
the Shareholders’ Representative in the Response Notice agrees (or is deemed to
have agreed pursuant to clause B above) that an offset may be made against the
Purchase Notes in an amount equal to the Loss Amount, this Promissory Note and
each other Promissory Note issued to a Company Shareholder pursuant to the
Merger Agreement shall be reduced by a portion of the Loss amount that is the
same percentage of the Loss as this Promissory Note is of all Purchase
Notes.

    


    D.           If
the Shareholders’ Representative in the Response Notice agrees that an offset in
an Agreed Amount may be made against the Purchase Notes, this Promissory Note
and the Purchase Note of each other Company Shareholder shall be reduced by in
the same percentage of the Loss as this Promissory Note is of  all
Purchase Notes.

    


    E.           If
the Shareholders’ Representative in the Response Notice contests an offset
against the Purchase Notes equal to all or any part of the Loss Amount (the
“Contested Amount”), the Parent Indemnified Person and the Shareholders’
Representative shall negotiate in good faith to resolve any such
dispute.  During the period of such negotiation, and thereafter until
the resolution of such dispute, Parent shall make any payments due on the
Purchase Notes, up to the Contested Amount, to the Escrow Agent named in Clause
F below, to be held and disbursed in accordance with the provisions of the
Merger Agreement.  If the resolution of such Contested Amount results
in a determination or agreement that the Purchase Notes shall be reduced, then
the Purchase Note of each Company Shareholder shall be reduced by the same
percentage of the dollar amount of the award set forth in such determination or
agreement as this Note is of all Purchase Notes.

    


    F.           If
the Parent claims that it is entitled to offset any Contested Sum against the
Purchase Notes, it shall make each of the payments due with respect to the
Purchase Notes coming due after the date of the Response Notice (up to, but not
in excess of, the Contested Sum) (together, the “Escrow Sum”)  to
Olver Korts, LLP and Boylan, Brown, Code, Vigdor & Wilson, LLP, as Escrow
Agent, to be held and disbursed in accordance with the terms set forth in
Section 9.03(a)(vi) of the Merger Agreement.  Parent's failure to make
any payment to the Escrow Agent when due shall be an Event of
Default.

    


    Each term
that is capitalized in this Section 11 that is defined in the Merger Agreement
and not otherwise defined herein shall have the meaning ascribed to it in the
Merger Agreement.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    


    12.           This
Note and the obligation of Maker to make payments hereunder are subordinated to
the obligations of Maker to Manufacturers and Traders Trust Company (the “Bank”)
pursuant to a Credit Facility Agreement between Maker and the Bank, as the same
may be amended from time to time, as and to the extent provided in a
Subordination Agreement among the Bank, Maker, Payee and certain other persons
dated May 29, 2008.

    


    13.           This
Restated Promissory Note is given in replacement of and in substitution for, but
not in payment of, a Promissory Note dated May 29, 2008 in the original
principal amount of $2,587,500.00, issued by Maker to Holder.

    


    IN WITNESS WHEREOF, the
undersigned has caused this Note to be duly executed as of the date first above
written.

    


    
      	 
      	
              IEC
      ELECTRONICS CORP.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              BY:

            	
                /s/   W. Barry Gilbert
      

            
	 
      	 
      	
              W.
      Barry Gilbert, Chief Executive
Officer

            


    

    


    


    STATE OF
NEW YORK)

    COUNTY OF
MONROE) ss.:

    


    On the
______ day of March in the year 2009 before me, the undersigned, a Notary Public
in and for said State, personally appeared W. Barry Gilbert, personally known to
me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity set forth above, and that by his signature on
the instrument it was executed on behalf the entity named above.

    


    
      	 
      	
                                   
      

            
	 
      	
              Notary
      Public

            


    

    



    
      
         


      

      
        5