EXHIBIT 1
ASSIGNMENT AND ACCEPTANCE
Dated: April 8, 1998
Reference is made to the Agreement for Purchase and Sale dated as of
February 9, 1998 (as the same may be amended or modified from time-to-time,
the "Agreement") between PHOTRAN CORPORATION, a Minnesota corporation
("Borrower"), and ST. XXXXX CAPITAL PARTNERS, L.P. ("Assignor"). Capitalized
terms not otherwise defined in this Assignment and Acceptance shall have the
meanings assigned to them in the Agreement.
Pursuant to the terms of the Agreement, Assignor wishes to assign and
delegate 80% of its rights and 100% of its obligations under the Agreement.
Therefore, Assignor and SJMB, L.P. ("Assignee") agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, without recourse to the Assignor
and without representation or warranty except for the representations and
warranties specifically set forth in clauses (i) and (ii) of Section 2, 80% of
its interest in and to all of the Assignor's rights, and 100% of Assignor's
obligations, under the Agreement and the Transaction Documents as of the
Effective Date (as defined below), including, without limitation, such
percentage interest in the Assignor's obligation to make Advances, the Advances
owing to the Assignor, the Note held by the Assignor, the Warrants held by the
Assignor, the Assignor's interest in the Collateral and the Assignor's
registration rights in respect of Common Stock. The Assignor conveys to
Assignee, and Assignee hereby assumes, all remaining obligations to make
Advances under the Note or any amendment, modification, substitution or
replacement thereof.
2. The Assignor (i) represents and warrants that, prior to executing this
Assignment and Acceptance, its obligation to make further Advances under the
Agreement is $2,800,000, and the aggregate outstanding principal amount of
Advances owed to it by the Borrower is $700,000; (ii) represents and warrants
that it is the legal and beneficial owner of the interest being assigned by it
hereunder and that such
interest is free and clear of any adverse claim; (iii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties, or representations made in or in connection with the Agreement or
any other Transaction Document or the execution, legality, validity,
enforceability, genuineness, sufficiency, or value of the Agreement or any other
Transaction Document or any other instrument or document furnished pursuant
thereto; (iv) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Agreement or any
other Transaction Document or any other instrument or document furnished
pursuant thereto; (v) agrees to deliver the Note to the Borrower to exchange
such Note for a new Note dated April 8, 1998, in the principal amount of
$2,800,000 payable to the order of the Assignee and a replacement Note dated
February 9, 1998, in the principal amount of $700,000 payable to the order of
the Assignor; (vi) and agrees to deliver the Warrants issued by Borrower to the
Assignor to exchange such Warrants for replacement Warrants in favor of the
Assignor and the Assignee in respect of the Borrower's Common Stock.
3. The Assignee (i) confirms that it has received a copy of the Agreement
and the other Transaction Documents, and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance and (ii) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Agreement or any other Transaction Document are required to be performed by it
as a Purchaser.
4. The effective date for this Assignment and Acceptance shall be April 8,
1998 (the "Effective Date").
5. As of the Effective Date, (i) the Assignee shall be a Purchaser under
the Agreement for all purposes, and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Purchaser thereunder and
(ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Agreement.
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6. From and after the Effective Date, the Borrower shall make all payments
under the Agreement in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest, and commitment fees) to
the Assignee. The Assignor and Assignee shall make all appropriate adjustments
in payments under the Agreement for periods prior to the Effective Date directly
between themselves.
7. This Assignment and Acceptance shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas.
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The parties hereto have caused this Assignment and Acceptance to be duly
executed as of the date first above written.
ASSIGNOR:
ST. XXXXX CAPITAL PARTNERS, L.P.
By: St. Xxxxx Capital Corp.,
its General Partner
By:/s/ XXX XXXXX
Name: XXX XXXXX
Title: VICE-PRESIDENT
ASSIGNEE:
SJMB, L.P.
By: SJMB, L.L.C., its General Partner
By:/s/ XXX XXXXX
Name: XXX XXXXX
Title: VICE-PRESIDENT
ACKNOWLEDGED AS OF THE
DATE FIRST ABOVE WRITTEN
PHOTRAN CORPORATION
By:/s/ XXXX X. XXXX
Name: XXXX X. XXXX
Title: PRESIDENT
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