LOAN MODIFICATION AND EXTENSION AGREEMENT AND
Loan
Number 610050161
Date: April
5,
2006
LOAN
MODIFICATION AND EXTENSION AGREEMENT
AND
AMENDMENT
TO PROMISSORY NOTE
| 1. |
The
Loan.
DICON FIBEROPTICS, INC., a California corporation (“Borrower”), is
indebted to CATHAY BANK, a California banking corporation (“Lender”),
under the terms of a Promissory Note dated November 20, 2001 in the
original principal amount of $27,000,000.00 (the “Loan”) and issued under
the terms of a Term Loan Agreement dated November 20, 2001, which
Promissory Note and Term Loan Agreement were modified pursuant to
the Loan
Modification and Extension Agreement and Amendment to Promissory
Note
dated June 28, 2004 (such Promissory Note as so amended is hereinafter
referred to as the “Note” and such Term Loan Agreement as so amended is
hereinafter referred to as the “Term Loan Agreement”). The Note is an
extension and renewal of a Construction Loan Promissory Note dated
August
24, 2000. As of March 23, 2006, the unpaid principal balance of the
Loan
is $9,957,051.51, and interest has been paid to March 20, 2006. The
Loan
is evidenced by the Note and is secured by a Construction Trust Deed
dated
August 24, 2000 that was recorded in the Official Records of Contra
Costa
County, California (the “Official Records”), on August 25, 2000 as
Document No. 0000-0000000-00, as modified by a Modification of
Construction Trust Deed dated November 20, 2001 and recorded in the
Official Records on November 27, 2001 as Document No. 0000-0000000-00
and
a Modification of Construction Trust Deed dated June 28, 2004 and
recorded
in the Official Records on September 3, 2004 as Document No.
0000-0000000-00 (such Construction Trust Deed as so modified, hereinafter
referred to as the “Trust Deed”).
|
| 2. |
Extension
of Maturity Date.
Borrower and Lender hereby agree to extend the Final Payment Date
of the
Loan under the terms of the Note from October 20, 2007 to October
20,
2017, with a corresponding increase in the number of monthly
payments.
|
| 3. |
Decrease
in Interest Rate.
The interest rate to be applied to the unpaid principal balance of
the
Note is changed from the Index to the Index minus
1.0%. There shall be no floor rate of interest; all other interest
rates
remain unchanged.
|
| 4. |
Partial
Release and Reconveyance from Trust Deed.
Notwithstanding anything in the Term Loan Agreement, the Note or
the Trust
Deed to the contrary, simultaneously with the execution and delivery
of
this Agreement Lender will grant a partial reconveyance from the
lien or
charge of the Trust Deed with respect to that parcel of vacant land
of
approximately 5.88 acres described as Xxx 0 xx Xxxxxx Xxx XX 000-00
filed
December 14, 2005, Book 195 of Maps, page 26, Official Records, together
with all appurtances thereto. Borrower shall pay all costs of executing
and recording the reconveyance.
|
| 5. |
Modification
to the Trust Deed.
The Trust Deed shall be further modified to contain partial release
provisions in accordance with paragraph 4
above.
|
| 6. |
No
Waiver. By
entering into this Agreement and except as set forth herein, Lender
does
not waive any default, now existing or hereafter occurring, in the
loan
documents. Any waiver or forbearance granted by Lender does not obligate
Lender to grant any other or further waiver or forbearance. Consent
by
Lender to this Agreement does not waive Lender’s right to require
performance of Borrower’s obligations as modified
hereby.
|
| 7. |
Continuing
Validity and Liability.
Except as expressly modified or changed by this Agreement, the obligations
under the Note and loan documents, including all agreements evidencing
or
securing the Note and loan documents, remain in full force and effect.
This Agreement modifies the terms of an existing Note and loan documents
and is not a novation.
|
| 8. |
General.
This Agreement and the existing loan documents constitute a single
integrated written contract expressing the entire agreement of the
parties
relative to the subject matter hereof. If any provision of this Agreement
is found to be illegal, invalid or unenforceable under present or
future
laws effective during the term of this Agreement, such provisions
shall be
fully severable; this Agreement shall be construed and enforced as
if such
provision never comprised a part of this Agreement; and the remaining
provisions hereof shall not be affected by the illegal, invalid or
unenforceable provision or by its severance. At request of Lender,
Borrower shall execute and deliver such further documents and do
such
other things, as Lender may reasonably require, in order to effect
the
purposes and enforceability of this Agreement and the loan documents
and
to obtain and continue any security interests and the perfection
and
priority of any security interests in the collateral. All terms,
which are
not defined in this Agreement, have the meaning given them in the
existing
loan documents. In the event of any conflict or inconsistency between
the
terms, conditions and provisions of this Agreement and the loan documents,
this Agreement shall prevail. Headings in this Agreement are for
convenience only and shall not affect the construction or interpretation
of this Agreement.
|
THIS
LOAN MODIFICATION AND EXTENSION AGREEMENT AND AMENDMENT TO PROMISSORY NOTE
IS
ENTERED INTO AS OF THE DATE FIRST SET FORTH ABOVE.
Borrower: DICON
FIBEROPTICS, INC.,
a
California corporation
By:
/s/
Ho-Xxxxx Xxx
Name:
Ho-Xxxxx Xxx
Title:
President
Lender: CATHAY
BANK,
a
California banking corporation
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
S.V.P. & Manager
