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EXHIBIT 10.78
RECORD AND RETURN TO:
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Xxxx X. X'Xxxxx, Esquire
Xxxxxx, X'Xxxxxxx, XxXxxxxx & Xxxxxx
0000 Xxxx xx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
FIRST AMENDMENT TO MORTGAGE
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THIS FIRST AMENDMENT TO MORTGAGE is dated as of September
4, 1996 and is between SPECTRAN CORPORATION, a Delaware corporation
with its principal place of business at 00 Xxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx ("mortgagor") and FLEET NATIONAL BANK, a national
banking association having an office located at 000 Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx ("Mortgagee").
RECITALS:
WHEREAS, Mortgagee is the holder of the various loan documents
of Mortgagor and Spectran Specialty Optics Company, Applied Photonic
Devices, Inc. and SpecTran Communication Fiber Technologies, Inc. (the
"Loan Documents") secured by a mortgage (the "Mortgage") of real estate
located at 00 Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx (the "Premises")
dated April 26, 1996 and recorded with the Worcester District Registry
of Deeds in Book 17860, Page 385; and
WHEREAS, Mortgagor and Mortgagee have agreed to amend the
Mortgage.
In consideration of the mutual promises of the parties and
other valuable consideration, receipt of which is hereby acknowledged,
Mortgagor and Mortgagee agree as follows:
1. The Mortgage is hereby amended by restating the first
paragraph of the Mortgage as follows:
"SPECTRAN CORPORATION, a Delaware corporation having a
principal place of business at 00 Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx
("Mortgagor"), for consideration paid, grants the Premises to FLEET
NATIONAL BANK, a national banking association with a place of business
at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx ("Mortgagee") with
MORTGAGE COVENANTS, to secure the payment, performance and observance
of all the Obligations. The term "Obligations" means all of the debts,
liabilities, agreements and other Obligations of Mortgagor, SPECTRAN
SPECIALTY OPTICS COMPANY ("Optics"), APPLIED PHOTONIC DEVICES, INC.
("Photonic") and SPECTRAN COMMUNICATION FIBER TECHNOLOGIES, INC.
("Communication") (Mortgagor, Optics, Photonic and Communication are
sometimes hereinafter referred to as "Obligors") due Mortgagee,
whether direct or indirect, absolute or contingent, joint or several,
due or to become due, now existing or arising in the future. The term
"Loan Documents" includes this Mortgage, the $5,000,000.00 Mortgage
Note of Obligors as amended by the First Modification of Mortgage Note
dated as of September 4, 1996 reducing the principal amount of such
note to $3,500,000.00, the $5,000,000.00 Term Note of Obligors as
amended by the First Modification of Term Note dated as of
September 4, 1996
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EXHIBIT 10.78
reducing the principal amount of such note to S4,000,000.00, the
$12,000,000.00 Revolving Note of Obligors as amended by the First
Modification of Revolving Note dated September 4, 1996 increasing the
principal amount of such note to $14,500,000.00, the Loan and Security
Agreement among Obligors and Mortgagee, as amended by, the First
Amendment to Loan and Security Agreement dated September 4, 1996, and
all other documents delivered to Mortgagee in connection with this
Mortgage by Obligors and all amendments, extensions and renewals of
this Mortgage and the other agreements and documents referred to above.
2. The mutual execution and delivery of this Agreement does
not constitute a waiver of any default in the performance of any
provisions contained in the Loan Documents or the Mortgage.
3. All references in the Mortgage to Applied Photonic
Devices, Inc. means Applied Photonic Devices, Inc., a Delaware
corporation with its principal place of business at 00 Xxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx.
4. All other provisions of the Loan Documents and the
Mortgage, as amended, will remain in effect, and the failure of the
Obligors to make any payment or to comply with any other provisions of
this First Amendment or of the Loan Documents or the Mortgage, as
amended, will constitute a breach of condition for which the unpaid
principal balance will, at the option of Mortgagee or its assigns,
become due without presentment, demand or other notice and may be
recovered, together with interest, attorneys fees and other lawful
charges as provided by law.
5. All capitalized terms used herein and not defined herein
have the meanings ascribed in the Mortgage.
6. This First Amendment is binding on and inures to the
benefit of Mortgagor, Mortgagee and their respective heirs, executors,
successors and assigns.
EXECUTED as a sealed instrument as of September 4, 1996.
SPECTRAN CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Its President
By: /s/Xxxxx X. Xxxxxx
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Its Treasurer
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EXHIBIT 10.78
FLEET NATIONAL BANK
By: /s/ Xxxx X. Xxxxx, VP
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Its Duly Authorized Officer
COMMONWEALTH OF MASSACHUSETTS
Worcester. ss. September 4, 1996
Then personally appeared the above-named Xxxxx Xxxxx, its
President, and acknowledged the foregoing instrument to be the free act
and deed of SPECTRAN CORPORATION, before me,
/s/ Xxxxxx X. Xxxxxx
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Notary Public
My Commission Expires: 12/8/00
COMMONWEALTH OF MASSACHUSETTS
Worcester, ss. September 4, 1996
Then personally appeared the above-named Xxxxx X. Xxxxxx, its
Treasurer, and acknowledged the foregoing instrument to be the free act
and deed of SPECTRAN CORPORATION, before me,
/s/ Xxxxxx X. Xxxxxx
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Notary Public
My Commission Expires: 12/8/00
COMMONWEALTH OF MASSACHUSETTS
Worcester, ss. September 4, 1996
Then personally appeared the above-named Xxxx X. Xxxxx, its
Vice President, and acknowledged the foregoing instrument to be the
free act and deed of FLEET NATIONAL BANK, before me.
/s/ Xxxxxxxx X. Xxxx
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Notary Public
My Commission Expires: 10/18/2000
