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EXHIBIT 10.90
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SPECTRAN CORPORATION
SPECTRAN COMMUNICATION FIBER TECHNOLOGIES, INC.
SPECTRAN SPECIALTY OPTICS COMPANY
APPLIED PHOTONIC DEVICES, INC.
TO
FLEET NATIONAL BANK, AS TRUSTEE
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SECURITY AGREEMENT
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DATED AS OF DECEMBER 1, 1996
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TABLE OF CONTENTS PAGE
1. PRELIMINARY STATEMENTS........................................................................ 1
2. INTERPRETATION OF THIS AGREEMENT.............................................................. 1
2.1 Terms Defined........................................................................ 1
2.2 Section Headings and Table of Contents and Construction.............................. 7
2.3 Separate Agreements.................................................................. 7
2.4 Partial Invalidity................................................................... 7
2.5 Governing Law........................................................................ 7
3. COLLATERAL.................................................................................... 8
3.1 Grant of Security Interest........................................................... 8
3.2 Collateral-Related Rights and Undertakings........................................... 9
3.3 Covenant Regarding Ownership Interest in JV Subsidiary............................... 16
4. REPRESENTATIONS AND WARRANTIES................................................................ 17
4.1 Ownership of Collateral.............................................................. 17
4.2 Incorporation........................................................................ 17
4.3 Corporate Powers and Authorization................................................... 17
4.4 Governmental Filings; Registration................................................... 18
4.5 Enforceability....................................................................... 18
4.6 Location of Inventory and Equipment, etc............................................. 19
4.7 Patents, Trademarks.................................................................. 19
4.8 Accounts............................................................................. 19
4.9 Accuracy of Preliminary Statements................................................... 19
5. DEFAULTS -- REMEDIES.......................................................................... 20
5.1 Default Remedies..................................................................... 20
5.2 Other Enforcement Rights............................................................. 22
5.3 Power of Attorney.................................................................... 22
5.4 Effect of Sale, etc.................................................................. 23
5.5 Delay or Omission; No Waiver......................................................... 23
5.6 Restoration of Rights and Remedies................................................... 23
5.7 Application of Proceeds.............................................................. 24
5.8 Cumulative Remedies.................................................................. 24
5.9 Waivers by the Obligors.............................................................. 24
5.10 Consent.............................................................................. 24
6. MISCELLANEOUS................................................................................. 25
6.1 Communications....................................................................... 25
6.2 Waiver and Amendment................................................................. 25
6.3 Survival............................................................................. 25
6.4 Successors and Assigns............................................................... 25
6.5 Reproduction of Documents............................................................ 26
6.6 Additional Parties................................................................... 26
6.7 Subject to Trust Indenture........................................................... 26
6.8 Term of Agreement.................................................................... 26
6.9 Entire Agreement..................................................................... 27
SPECTRAN CORPORATION i SECURITY AGREEMENT
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TABLE OF CONTENTS (CONT.) PAGE
6.10 Execution in Counterpart............................................................. 27
Annex 1 -- Principal Executive Offices; Location of Books and Records
Annex 2 -- Financing Statements
Annex 3 -- Locations of Inventory and Equipment
Annex 4 -- Trademarks, Trade Names and Patents
Exhibit A -- Form of Acknowledgment and Agreement
SPECTRAN CORPORATION ii SECURITY AGREEMENT
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SECURITY AGREEMENT
SECURITY AGREEMENT (as may be amended, restated, supplemented or
otherwise modified from time to time, this "AGREEMENT"), dated as of December 1,
1996, among each of SPECTRAN CORPORATION (together, with its successors and
assigns, the "COMPANY"), a Delaware corporation, SPECTRAN COMMUNICATION FIBER
TECHNOLOGIES, INC., a Delaware corporation, SPECTRAN SPECIALTY OPTICS COMPANY, a
Delaware corporation, and APPLIED PHOTONIC DEVICES, INC. (together, with its
successors and assigns,"APD"), a Delaware corporation (all of the foregoing
(other than the Company), together with their respective successors and assigns,
referred to herein, individually, as a "GUARANTOR," and, collectively, as the
"GUARANTORS;" the Company and the Guarantors being collectively referred to
herein as the "OBLIGORS"), and FLEET NATIONAL BANK, a national banking
association, as security trustee under a certain Trust Indenture (as may be
amended, restated or otherwise modified from time to time, the "TRUST
INDENTURE"), dated as of the date hereof, among the Obligors, Fleet National
Bank (in its capacity as such security trustee, and together with any successor
or co-security trustee that becomes such in accordance with the provisions of
the Trust Indenture, the "TRUSTEE") and the other parties signatory thereto.
1. PRELIMINARY STATEMENTS
1.1 The Liens granted herein to the Trustee by each of the Obligors are
for the ratable benefit of the Beneficiaries, as provided in the Trust
Indenture.
1.2 The Trustee is to act as trustee on behalf of the Beneficiaries, in
accordance with the terms of the Trust Indenture and the other Security
Documents.
1.3 All acts and proceedings required by law and by the certificate or
articles of incorporation and bylaws of each of the Obligors necessary to
constitute this Agreement a valid and binding agreement for the uses and
purposes set forth herein, in accordance with its terms, have been done and
taken, and the execution and delivery hereof has been in all respects duly
authorized.
2. INTERPRETATION OF THIS AGREEMENT
2.1 TERMS DEFINED.
As used in this Agreement, the following terms have the respective
meanings set forth below or provided for in the section or other part of this
Agreement referred to immediately following such term (such definitions to be
equally applicable to both the singular and plural forms of the terms defined)
or, if not defined herein, then as defined in the Trust Indenture.
ACCOUNT DEBTOR -- shall mean the Person obligated to any Obligor
pursuant to an Account.
ACCOUNTS -- means
(a) all of the present and future accounts, contract rights,
instruments, documents, chattel paper, general intangibles, and other
forms of obligations of, or owing to, each Obligor (whether from or
owed by the Company, any Subsidiary (as such term
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2. INTERPRETATION OF THIS AGREEMENT
is defined in the Trust Indenture) or any other Person), which, in each
case, arise out of or in connection with the sale, lease or other
disposition of Inventory by such Obligor or in respect of the rendering
of services by such Obligor, as the case may be,
(b) all present and future guarantees, credit insurance and
other security for such accounts, contract rights, instruments,
documents, chattel paper, general intangibles, and other forms of
obligations and
(c) all other "accounts" (as such term is defined in the
Code).
AGREEMENT, THIS -- has the meaning set forth in the introductory
sentence hereof.
APD -- has the meaning specified in the introductory sentence hereof.
BANK AGREEMENT -- has the meaning specified in the Trust Indenture.
BENEFICIARIES -- has the meaning specified in the Trust Indenture.
BOOKS AND RECORDS -- Section 3.1(m).
BUSINESS DAY -- has the meaning specified in the Trust Indenture.
CAPITAL LEASE -- means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.
CHATTEL PAPER -- means, with respect to any Obligor, all of such
Obligor's chattel paper, as such term is defined in the Code, including, without
limitation, all of such Obligor's writings which evidence both a monetary
obligation and a security interest in or a lease of specific goods.
CLOSING DATE -- has the meaning specified in the Trust Indenture.
CODE -- means the Uniform Commercial Code as in effect from time to
time in any specified or applicable jurisdiction.
COLLATERAL -- Section 3.1.
COMPANY -- has the meaning specified in the introductory sentence
hereof.
DEFAULT -- means an event or condition the occurrence of which would,
with the lapse of time or the giving of notice or both, become an Event of
Default.
ENVIRONMENTAL PROTECTION LAW -- means any and all Federal, state,
local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements
or governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.
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2. INTERPRETATION OF THIS AGREEMENT
EQUIPMENT -- means, with respect to each Obligor, all of such Obligor's
equipment in all of its forms, wherever located, whether presently owned or
hereafter acquired, and all parts thereof and all accessions thereto, including,
without limitation, all machinery, furniture, furnishings, fixtures, motor
vehicles, tools, motors, parts, Spare Parts, accessories, supplies and all other
"equipment" (as such term is defined in the Code) of such Obligor.
EVENT OF DEFAULT -- has the meaning specified in the Trust Indenture.
GAAP -- means generally accepted accounting principles as in effect
from time to time in the United States of America.
GENERAL INTANGIBLES -- means, with respect to any Obligor, all of such
Obligor's general intangibles (as such term is defined in the Code), including,
but not limited to, any patents, patent applications, copyrights, franchises,
licenses, customer lists, telephone and similar communications listings, rights,
title and interest pursuant to any non-compete agreements or covenants with any
third parties, trade names and trademarks and the goodwill of the business
symbolized thereby, Federal, State and local tax refund claims of all kinds, any
equipment formulations, manufacturing procedures, quality control procedures,
product specifications, any other obligations of any kind, now or hereafter
existing, including, without limitation, any notes, drafts, stocks, securities
or other obligations received in settlement of or in connection with the payment
of any of the foregoing items, and any rights, remedies or benefits under any
contract, agreement, or instrument, or any other relationship.
GOVERNMENTAL AUTHORITY -- means
(a) the government of
(i) the United States of America or any state or
other political subdivision thereof, or
(ii) any jurisdiction in which the Company or any
Subsidiary conducts all or any part of its business, or which
asserts jurisdiction over any properties of the Company or any
Subsidiary, or
(b) any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, any such
government.
GUARANTOR -- has the meaning set forth in the introductory sentence
hereof.
INVENTORY -- means, with respect to each Obligor, all of such Obligor's
present and future inventory (including, without limitation, all present and
future goods, merchandise and other personal Property of such Obligor held for
sale, lease or other disposition), in all its forms, including, but not limited
to
(a) work-in-process, raw materials and other goods and
materials used and consumed in the production thereof,
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2. INTERPRETATION OF THIS AGREEMENT
(b) goods in which any Obligor has an interest in mass or a
joint or other interest or right of any kind, including, without
limitation, goods in which any Obligor has an interest or right as
consignee,
(c) packaging materials, wherever located, and goods and
materials relating thereto of any kind, nature or description which are
or might be used or consumed in the business of such Obligor, or used
in selling of such inventory,
(d) any inventory which is returned to or repossessed by any
Obligor,
(e) all documents of title or other similar documents
representing the same and
(f) all other "inventory" (as such term is defined in the
Code); the aforesaid inventory and other Property shall be included in
this definition whether in the actual, constructive or exclusive
possession of such Obligor or in transit to such Obligor or in the
possession of carriers, forwarding agents, bailees, truckers,
warehousemen, vendors, selling agents, finishers, converters or any
other third parties.
JV EQUITY INTEREST -- means any equity interest (whether capital stock,
membership interest, partnership interest, beneficial interest or otherwise) in
the JV Subsidiary owned by any Subsidiary of the Company.
JV EXCLUDED PROPERTY -- Section 3.3(b).
JV OWNER -- Section 3.3(a)(i).
JV SUBSIDIARY -- means General Photonics, LLC, a Delaware limited
liability company, and its successors and assigns, for so long as the Company
shall not be required to include, and shall not include, such Person as a
consolidated subsidiary in its GAAP financial statements.
JV TRANSFERRED PROPERTY -- means any and all Property owned by, or to
be assigned by Applied Photonic Devices, Inc. on or before January 31, 1997 to,
the JV Subsidiary, pursuant to the JV Agreements. As used in this definition,
JV Agreements -- means, collectively,
(a) that certain Asset Purchase Agreement, dated as
of December 23, 1996, among Applied Photonic Devices, Inc.,
SpecTran Corporation, General Cable Industries, Inc. and
General Cable Corporation,
(b) that certain General Photonics, LLC Investors
Contribution Agreement, dated as of December 23, 1996, between
General Photonics, LLC and General Cable Industries, Inc.,
(c) that certain General Photonics, LLC Investors
Representations and Subscription Agreement, dated as of
December 23, 1996, between General Photonics, LLC and General
Cable Industries, Inc., and
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2. INTERPRETATION OF THIS AGREEMENT
(d) that certain General Photonics, LLC Investor's Representations and
Contribution Agreement, and Subscription Agreement.
LENDING DOCUMENTS -- has the meaning specified in the Trust Indenture.
LIEN -- means any interest in Property securing an obligation owed to,
or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, and including, but not
limited to, the security interest lien arising from a mortgage, encumbrance,
pledge, conditional sale, sale with recourse or a trust receipt, or a lease,
consignment or bailment for security purposes. The term "Lien" includes, without
limitation, reservations, exceptions, encroachments, easements, rights-of-way,
covenants, conditions, restrictions, leases and other title exceptions and
encumbrances affecting real Property and includes, without limitation, with
respect to stock, stockholder agreements, voting trust agreements, buy-back
agreements and all similar arrangements. For the purposes hereof, each Obligor
shall be deemed to be the owner of any Property that it shall have acquired or
holds subject to a conditional sale agreement, Capital Lease or other
arrangement pursuant to which title to the Property has been retained by or
vested in some other Person for security purposes, and such retention or vesting
is deemed a Lien. The term "Lien" does not include negative pledge clauses in
agreements relating to the borrowing of money.
MAJORITY BENEFICIARIES -- has the meaning specified in the Trust
Indenture.
MATERIAL ADVERSE EFFECT -- means a material adverse effect on
(a) the business, operations, affairs, financial condition,
assets or properties of the Obligors, taken as a whole, or
(b) the fair market value of the Collateral, taken as a whole,
or
(c) the ability of any Obligor to perform its obligations
under any of the Lending Documents to which it is a party, or
(d) the validity or enforceability of any of the Lending
Documents.
MORTGAGED PROPERTY -- means and includes all "Property" (as such term
is defined in each of the Mortgages) subject to the Lien in favor of the Trustee
granted pursuant to the Mortgages.
MORTGAGES -- means and includes each Mortgage, Assignment of Rents and
Security Agreement, dated as of the date hereof, by an Obligor in favor of the
Trustee, as the same may be amended, restated or otherwise modified from time to
time.
NOTE PURCHASE AGREEMENT -- has the meaning specified in the Trust
Indenture.
OBLIGORS -- has the meaning specified in the introductory sentence
hereof.
PATENT COLLATERAL ASSIGNMENT -- means the Patent Collateral Assignment,
of even date herewith, entered into by the Trustee with the Obligors.
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2. INTERPRETATION OF THIS AGREEMENT
PATENTS -- means all right, title and interest in and to United States
and foreign patents and patent applications, including, without limitation, the
inventions and improvements described and claimed therein, and those patents
listed on Annex 4 and all patents, and the reissues, divisions, continuations,
continuations in part, extensions and renewals thereof and all income, license
royalties, damages and payments due and/or payable under and with respect to all
patents and patent applications, including, without limitation, damages and
payments for past, present and future infringements thereof against third
parties and the right to xxx for past, present and future infringements thereof
and all rights corresponding thereto throughout the world.
PERMITS AND WARRANTIES -- means all permits, licenses, manufacturer's
warranties, performance guarantees, service contracts, maintenance contracts,
and other similar general intangibles which are necessary for, or used or useful
in connection with, the operation or use of any of the Collateral or any of the
Mortgaged Property.
PERMITTED LIENS -- means
(a) one or more Liens or security interests in favor of the
Trustee securing the Secured Obligations and
(b) other Liens that comply with the terms of all of the
Lending Documents.
PERSON -- means an individual, sole proprietorship, partnership,
corporation, trust, joint venture, unincorporated organization, limited
liability company or a government or agency or political subdivision thereof.
PLEDGE AGREEMENT -- means the Pledge Agreement, dated as of the date
hereof, among each of the Obligors and the Trustee, together with any
acknowledgements and agreements delivered in connection therewith, as the same
may be amended, restated, supplemented or otherwise modified from time to time.
PROPERTY -- means any interest in any kind of property or asset,
whether real, personal or mixed, and whether tangible or intangible.
SECURED OBLIGATIONS -- has the meaning specified in the Trust
Indenture.
SPARE PARTS -- means and includes all parts and accessories, and
replacements and substitutions therefor, owned or held by each Obligor for
repair of machinery or other equipment owned by such Obligor.
SUBSIDIARY -- has the meaning specified in the Trust Indenture.
TRADEMARK SECURITY AGREEMENT -- means the Trademark Security Agreement,
of even date herewith, entered into by the Trustee with the Obligors.
TRADEMARKS -- means all right, title and interest in and to United
States and foreign trademarks, trade names, service marks, trademark
registrations and trademark applications (including, without limitation, those
of the foregoing listed on Annex 4 and made a part hereof), whether now owned or
hereafter existing or acquired, including, without limitation, all renewals
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2. INTERPRETATION OF THIS AGREEMENT
thereof, and all income, royalties, damages and payments now and hereafter due
and/or payable under all trademarks and trademark applications, including,
without limitation, damages and payments for past, present and future
infringements thereof against third parties and the right to xxx for past,
present and future infringements thereof and all rights corresponding thereto
throughout the world, and all goodwill relating to any of the foregoing.
TRUST INDENTURE -- has the meaning set forth in the introductory
sentence hereof.
TRUSTEE -- has the meaning set forth in the introductory sentence
hereof.
2.2 SECTION HEADINGS AND TABLE OF CONTENTS AND CONSTRUCTION.
(a) SECTION HEADINGS AND TABLE OF CONTENTS, ETC. The titles of
the Sections of this Agreement and the Table of Contents of this
Agreement appear as a matter of convenience only, do not constitute a
part hereof and shall not affect the construction hereof. The words
"herein," "hereof," "hereunder" and "hereto" refer to this Agreement as
a whole and not to any particular Section or other subdivision.
References to Sections are, unless otherwise specified, references to
Sections of this Agreement. References to Annexes, Schedules, Exhibits
and Attachments are, unless otherwise specified, references to Annexes,
Schedules, Exhibits and Attachments attached to this Agreement.
(b) CONSTRUCTION. Each covenant contained herein shall be
construed (absent an express contrary provision herein) as being
independent of each other covenant contained herein, and compliance
with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with one or more other
covenants.
2.3 SEPARATE AGREEMENTS.
Notwithstanding that this Agreement is among each of the Obligors and
the Trustee, this Agreement shall be construed and interpreted as a separate
Agreement between each Obligor, respectively, and the Trustee, and any whole or
partial invalidity of this Agreement in respect of any Obligor shall not have
any effect on the validity or enforceability of this Agreement as among each
other Obligor, respectively, as the case may be, and the Trustee.
2.4 PARTIAL INVALIDITY.
The unenforceability or invalidity of any provision or provisions of
this Agreement shall not render any other provision or provisions contained in
this Agreement unenforceable or invalid.
2.5 GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, EXCEPT TO THE EXTENT
THAT THE PERFECTION OF THE LIENS IN AND TO THE COLLATERAL ARE GOVERNED BY THE
LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS.
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3. COLLATERAL
3. COLLATERAL
3.1 GRANT OF SECURITY INTEREST.
As security for the payment by each of the Obligors of the Secured
Obligations and the performance by each of the Obligors of its other respective
obligations and undertakings under this Agreement and under the other Lending
Documents, each of the Obligors does hereby grant, bargain, convey, assign,
transfer, mortgage, hypothecate, pledge, confirm and grant a continuing security
interest to the Trustee in and to all of its presently owned or hereafter
acquired tangible and intangible Property (such Property being referred to as
the "COLLATERAL"), including with respect to each such Obligor, without
limitation, the following:
(a) all Accounts;
(b) all Inventory;
(c) all Equipment;
(d) all General Intangibles;
(e) all Chattel Paper;
(f) all Patents;
(g) all Trademarks;
(h) all Permits and Warranties;
(i) all interests deposit and other bank accounts;
(j) all moneys, securities and other Property and the proceeds
thereof in respect of the Accounts, now or hereafter held or received
by, the Trustee, any of the Obligors, or in transit to the Trustee from
or for any of the Obligors, whether for safekeeping, pledging, custody,
transmission, collection or otherwise;
(k) all of the rights, remedies, security interests and Liens
of each of the Obligors, in, to and in respect of the Accounts
(including, without limitation, rights of stoppage in transit, rights
of replevin, rights of repossession and reclamation and other rights
and remedies of an unpaid vendor, lienor, consignor or secured party)
and all guaranties, insurance policies or other contracts of suretyship
with respect to the Accounts;
(l) all of the right, title and interest of each of the
Obligors in, to and in respect of, all goods (and any warranties in
respect thereof) relating to, or which by sale, lease or other
disposition have resulted in, Accounts, including, without limitation,
all goods described in invoices or other documents or instruments with
respect to, or otherwise representing or evidencing, any Account, and
all returned, reclaimed or repossessed goods, which returned, reclaimed
or repossessed goods would qualify as Inventory;
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3. COLLATERAL
(m) all books, records, operator's manuals, ledger cards,
computer programs, computer disks and tapes and other similar Property
and general intangibles at any time evidencing or relating to the
Accounts, the Inventory or any of the other Collateral referred to in
clause (a) through clause (k), inclusive, above (the "BOOKS AND
RECORDS");
(n) to the extent not covered by any of the foregoing clauses
(a) through (m), inclusive, all "securities" (as defined in the Code or
in the Securities Act of 1933, as amended) owned or held by any
Obligor, all "instruments" (as such term is defined in the Code) owned
or held by any Obligor, all "documents" and "documents of title" (as
defined in the Code), all interests of any Obligor under any lease, all
"contract rights" (as now or formerly defined in the Code) and all
"goods" (as defined in the Code); and
(o) all proceeds and products of the Collateral referred to in
clause (a) through clause (n), inclusive, above in whatever form,
including, but not limited to: cash, deposit accounts (whether or not
comprised solely of proceeds), certificates of deposit, insurance
proceeds, negotiable instruments and other instruments for the payment
of money, chattel paper, security agreements or documents (including,
without limitation, any claims by any of the Obligors against third
parties for loss or compensation with respect to damage, destruction or
condemnation of any of the aforesaid Collateral or in respect of a
breach of warranty of any of the aforesaid Collateral).
provided, however, that the term "Collateral" will not include:
(i) JV Excluded Property; or
(ii) any Permits and Warranties in which the owner or holder
thereof is prohibited from granting a security interest under
applicable law.
3.2 COLLATERAL-RELATED RIGHTS AND UNDERTAKINGS.
(a) CHIEF EXECUTIVE OFFICE; NOTICE OF CHANGES OF ADDRESS OR
NAME. Each of the Obligors hereby represents, warrants and covenants to
the Trustee that,
(i) the chief executive office of each of the
Obligors (and the office where all of the Books and Records of
each of the Obligors are maintained) is located at the
applicable address set forth on Annex 1, and
(ii) the Inventory and Equipment currently owned by
such Obligor is physically located at the address or addresses
set forth on Annex 3.
None of the Obligors shall
(A) change the address of such chief executive office
to an address outside the State or county of such address, or
merge or consolidate with any Person or change its name, or
(B) change the specified locations of such Inventory
(other than pursuant to sales of such Inventory in the normal
course of business) and Equipment,
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3. COLLATERAL
unless such Obligor shall have given thirty (30) days prior written
notice thereof to the Trustee.
(b) OWNERSHIP OF COLLATERAL; LIEN OF THE TRUSTEE. Each of the
Obligors hereby represents, warrants and covenants to the Trustee that
the Collateral granted by each Obligor hereunder is now, and at all
times shall be, solely owned by such Obligor free and clear of all
Liens, security interests, claims and encumbrances, except Permitted
Liens. Each of the Obligors hereby represents, warrants and covenants
to the Trustee that the security interests of the Trustee in the
Collateral are now, and shall at all times be, valid, perfected, first
priority security interests in the Collateral (subject only to
Permitted Liens and the Lien of the Trustee provided for in the Trust
Indenture). Each of the Obligors shall defend the Collateral from all
claims and demands of all other Persons, except the holders of
Permitted Liens. Each of the Obligors shall comply with the
requirements of all state and federal laws, rules and regulations in
order to grant the security interests herein granted in and to the
Collateral, to maintain the perfection and priority of such security
interests and to permit the Trustee to realize promptly and directly on
such Collateral, as provided herein.
(c) FINANCING STATEMENTS; FURTHER ASSURANCES.
(i) Each of the Obligors hereby agrees to execute
such financing statements
(A) as may be requested by the Noteholders
(as defined in the Trust Indenture) or the Bank
Lenders (as defined in the Trust Indenture) on or
prior to the Closing Date, and
(B) as the Trustee or the Majority
Beneficiaries may from time to time request, and take
such other action (including, without limitation, the
preparation and filing, at its own expense, of all
continuation statements) as may be required to
perfect and to keep continuously perfected the
Trustee's security interest and Lien in the
Collateral.
The Trustee is hereby authorized by each of the Obligors to
execute and file any such financing statements and
continuation statements on such Obligor's behalf, unless
prohibited by law, and, if such Obligor fails to make such
filings within five (5) days of any request therefor by the
Trustee, the Trustee shall make such filings subject to the
provisions hereof.
(ii) Each of the Obligors shall, at its sole cost and
expense, perform all acts and execute all documents reasonably
requested by the Trustee or the Majority Beneficiaries from
time to time to evidence, perfect, preserve the priority of,
maintain or enforce the Trustee's security interests granted
herein or otherwise in furtherance of the provisions of this
Agreement. At any time and from time to time, each of the
Obligors shall, at its sole cost and expense, execute and
deliver to the Trustee such financing statements pursuant to
the Uniform Commercial Code of any applicable jurisdiction,
and shall execute, acknowledge, deliver and record, or will
cause to be executed, acknowledged, delivered or recorded, all
such further instruments, deeds, conveyances, mortgages,
supplemental
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3. COLLATERAL
indentures, transfers, continuation statements and assurances
as are necessary or reasonably appropriate to preserve,
protect, continue and maintain the perfection and priority of
the Lien of the Trustee in and to the Collateral or, as the
Trustee may reasonably require, for the better granting,
bargaining, selling, remising, releasing, confirming,
conveying, warranting, assigning, transferring, mortgaging,
pledging, delivering and setting over to the Trustee every
part of such security, or as may be required in order to
transfer to any successor trustee or trustees the estate,
powers, instruments and funds held in trust hereunder. Each of
the Obligors hereby authorizes the Trustee to execute and file
at any time and from time to time one or more financing
statements or copies thereof or of this Agreement (and any
continuation statements in respect thereof) with respect to
the Collateral signed only by Trustee.
(d) SALE OF COLLATERAL. No Obligor shall assign, sell,
transfer, or otherwise dispose of, nor shall any Obligor suffer or
permit any of the same to occur with respect to, any Collateral other
than
(i) in respect of the sale of Inventory in the
ordinary course of business on terms substantially similar to
the terms currently being extended by such Obligor to its
current customers (subject to adjustment for changes in
economic and/or industry conditions affecting such Obligor),
(ii) as otherwise permitted under each of the Lending
Documents,
(iii) in respect of the collection of checks, drafts,
money orders or other instruments in respect of the Accounts
as contemplated by Section 3.2(i)(ii), or
(iv) with the prior written consent of the Majority
Beneficiaries.
The foregoing notwithstanding and notwithstanding anything to the
contrary in the Lending Documents, the Majority Beneficiaries may, in
their sole discretion, withdraw the aforesaid permissions to assign,
sell, transfer or otherwise dispose of Inventory upon the occurrence
and continuance of any Event of Default.
(e) ACCESS TO COLLATERAL; MAINTENANCE OF BOOKS AND RECORDS.
The Trustee shall at all times have free access to and right of
inspection of the Collateral and any records pertaining thereto (and
the right to make extracts from and to receive from the Obligors
originals or true copies of such records and any papers and instruments
relating to any Collateral upon request therefor at reasonable times
and as reasonably requested). The Trustee hereby agrees with the
Obligors that the Trustee shall, in respect of Confidential Information
(as defined in the Note Purchase Agreement), be bound by and entitled
to the benefits of Section 20 of the Note Purchase Agreement, mutatis
mutandis, as if it were a holder of Notes party thereto. Each of the
Obligors shall maintain the Books and Records and such other records as
will enable it and the Trustee to accurately determine the status of
the Collateral in a prompt manner. All of the Books and Records and
such other records shall be maintained at the respective addresses set
forth on Annex 1 until such time as any Obligor shall be permitted to
change such location in accordance with Section 3.2(a).
SPECTRAN CORPORATION 11 SECURITY AGREEMENT
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3. COLLATERAL
(F) USE OF EQUIPMENT; NOTICES REGARDING CHANGES IN EQUIPMENT.
(i) Each of the Obligors hereby represents, warrants
and covenants to the Trustee that all of the Equipment is used
in the business of such Obligor (and not for personal, family,
household or farming use) for lawful purposes only and in
compliance in all material respects with all laws, rules and
governmental regulations relating thereto.
(ii) Each Obligor will, at such Obligor's sole
expense, keep each item of Equipment in functional condition
and repair, running and marketable condition.
(iii) The Obligors shall promptly (and in any event
within ten (10) Business Days) advise Beneficiaries in
sufficient detail of any substantial change relating to the
type, quantity or quality of the Equipment or any event which
would have a Material Adverse Effect on the value of the
Equipment.
(G) NOTICES REGARDING CHANGES IN INVENTORY. The Obligors shall
promptly (and in any event within ten (10) Business Days) advise the
Beneficiaries in sufficient detail of any substantial change relating
to the type, quantity or quality of the Inventory or any event which
would have a Material Adverse Effect on the value of the Inventory.
(H) INSURANCE.
(i) Anything contained in the other Lending Documents
notwithstanding, the Obligors agree to maintain insurance,
with financially sound and reputable insurers, with respect to
the Inventory and any returned, repossessed or reclaimed
tangible personal Property included in the Collateral against
casualties, contingencies, hazards and such other risks
(including, without limitation,
(A) fire, hurricane, tornado, wind damage,
and such other risks insured against by a standard
all-risk property and fire insurance policy and
endorsement for extended coverage and
(B) flood, earthquake and public disturbance
insurance)
and in such amounts (and with such reasonable deductibles) as
shall be customary in the case of corporations of established
reputations engaged in the same or a similar business and
similarly situated (it being understood that the deductibles
in respect of such insurance on the Closing Date shall be
deemed to be reasonable for the purposes hereof). The Obligors
shall deliver copies of the policies of such insurance to the
Trustee, with copies to each of the Beneficiaries, with
satisfactory lender's loss payable endorsements naming the
Trustee as loss payee to the extent of its interest and as
such interest may appear. Each such policy of insurance or
endorsement shall contain a clause requiring the insurer to
give not less than thirty (30) days prior written notice to
the Trustee in the event of cancellation of the policy for any
reason whatsoever and a clause that the interest of the
Trustee shall not be impaired or invalidated by any act or
neglect of any Obligor. If the Obligors shall fail to provide
and pay for such insurance, or
SPECTRAN CORPORATION 12 SECURITY AGREEMENT
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3. COLLATERAL
have the same provided and paid for, the Trustee, upon being
instructed by the Majority Beneficiaries, may, at the sole
expense of the Obligors, procure the same, but may not be
required by the Obligors to do so. Each of the Obligors agrees
to deliver to the Trustee, promptly as rendered, true copies
of all material reports made in any reporting form to
insurance companies.
(ii) Anything contained in the other Lending
Documents notwithstanding, each Obligor shall maintain or
caused to be maintained insurance, with financially sound and
reputable insurers, with respect to its Property (including,
without limitation, the Collateral) and business covering any
public and/or product liability of any Obligor, or its
officers, agents or employees, and in such amounts as shall be
customary in the case of corporations of established
reputations engaged in the same or a similar business and
similarly situated. The Trustee and each of the Beneficiaries
shall be named as a co-insured on such policies. The Obligors
shall deliver to the Trustee on the Closing Date evidence of
insurance of the type and in the amounts provided for in this
Section being in full force and effect and payment of all
premiums in respect thereof.
(I) COLLECTION OF ACCOUNTS, ETC. Anything herein to the
contrary notwithstanding:
(i) each of the Obligors shall remain responsible and
liable to perform all of its duties and obligations under or
in respect of each of the Accounts;
(ii) until such time as the Trustee shall have
informed any of the Obligors to the contrary, the Obligors
shall remain obligated to collect, and account for all
proceeds in respect of, the Accounts and shall do so
diligently and in accordance with reasonable commercial
procedures and practices for similarly situated corporations
and shall be entitled to retain and use such proceeds, and, if
an Event of Default shall exist and if so instructed by the
Trustee, each of the Obligors shall deliver all such proceeds
to the Trustee, or as directed by the Trustee, for application
to the Secured Obligations and the obligations secured by the
Permitted Liens; and
(iii) the execution and delivery of this Agreement,
and the granting of the security interests in and to the
Collateral, shall not subject the Trustee or any holder of the
Secured Obligations to, or transfer or pass to such Persons,
or in any way affect or modify, the liability of the Obligors
under any or all of their respective Accounts or any
obligations of the Obligors in connection therewith, it being
understood and agreed that notwithstanding this Agreement, and
the granting of the security interests in and to the
Collateral, all of the obligations of each of the Obligors to
each and every other party under each and every one of the
Accounts shall be and remain enforceable by such other party,
its successors and assigns, only against the Obligors, and the
Trustee and each holder of Secured Obligations have not
assumed any of the obligations or duties of any of the
Obligors thereunder or in connection therewith.
SPECTRAN CORPORATION 13 SECURITY AGREEMENT
18
3. COLLATERAL
(J) INDEMNIFICATION. Each of the Obligors hereby agrees to
indemnify each of the Trustee and each holder of Secured Obligations,
and hold each such Person harmless, from any and all liability, loss or
damage which any such Person may or might incur by reason of any and
all claims and demands whatsoever which may be asserted against any
such Person arising out of, as a result of, or otherwise connected
with, the security interests hereby granted to the Trustee by the
Obligors under or in respect of any of the Collateral by reason of
(i) the failure by any of the Obligors to perform any
alleged obligations or undertakings required to be performed
by such Obligor, as the case may be, under or in connection
with the Collateral (including, without limitation, the
failure of any warranty or representation (express or implied)
in respect of the sale of any Inventory),
(ii) any failure by any of the Obligors, in
connection with any of the Collateral, to comply with any
applicable federal, state or local law and the rules and
regulations promulgated thereunder and
(iii) any bodily injury, death or property damage
occurring in connection with the sale, lease or use of the
Collateral.
No Obligor shall be liable to any Person pursuant to this paragraph in
respect of any liability, loss, damage, claim or demand that arises
from such Person's gross negligence or willful misconduct.
(K) CERTAIN RIGHTS OF TRUSTEE.
(i) Neither the Trustee nor any holder of Secured
Obligations shall be obligated to, or be responsible for, the
payment of any of the amounts or sums referred to in this
Section or the other performance of any of the undertakings of
the Obligors hereunder. Each of the Obligors hereby agrees and
acknowledges that neither the acceptance of this Agreement by
the Trustee nor the exercise of, or failure to exercise, any
right, power or remedy in this Agreement conferred upon the
Trustee shall be deemed or construed to obligate the Trustee
or any holder of Secured Obligations to pay any sum of money,
take any other action or incur any liability in connection
with, or collect or realize upon, any of the Collateral. It is
further agreed and understood by each of the Obligors that the
Trustee and the Beneficiaries shall not be liable in any way
for any cost, expense or liability connected with, or any
charge or liability arising from, any of the Collateral. All
insurance expenses, all expenses of protecting, storing, xxxx-
housing, insuring, handling, maintaining and shipping the
Collateral, and any and all excise, property, sales, use and
other taxes imposed by any state, federal or local authority
on any of the Collateral or in respect of the sale or other
disposal thereof shall be borne and paid by the Obligors.
(ii) If any of the Obligors shall fail to pay any of
the aforesaid expenses and taxes, the Trustee may, at the
instruction of the Majority Beneficiaries and at such
Obligor's expense, pay the same, and any such payment shall be
deemed an advance by the Trustee to such Obligor payable on
demand together with
SPECTRAN CORPORATION 14 SECURITY AGREEMENT
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3. COLLATERAL
interest at the highest rate then payable on any of the
Secured Obligations. If any of the Obligors shall fail to
perform any of its other undertakings or agreements or
obligations under this Agreement, the Trustee may (but shall
not be required to) itself perform, or cause performance of,
such undertaking, agreement or obligation, and the expenses of
the Trustee incurred in connection therewith shall be payable
by such Obligor on demand together with interest at the
highest rate then payable on any of the Secured Obligations
and shall otherwise be treated as a Secured Obligation
hereunder.
(iii) If, by reason of any suit or proceeding of any
kind, nature or description against any of the Obligors, or by
any Obligor or any other party against any other Person, which
in the Trustee's sole discretion makes it advisable for the
Trustee to seek counsel for the protection and preservation of
the Collateral, or to defend its own interest or the interests
of the Beneficiaries, such out-of-pocket expenses and
reasonable counsel fees shall be allowed to the Trustee and
borne and paid by such Obligor.
(L) NO LIABILITY FOR SAFEKEEPING. Except to the extent
specifically limited by applicable law, the Trustee shall not be liable
or responsible in any way for the safekeeping of the Collateral or for
any loss or damage thereto or for any diminution in the value thereof,
or any act or default of any warehouseman, carrier, forwarding agency
or other Person, but the same shall be at the sole risk of the Obligor
owning such Collateral.
(M) NO VIOLATION OF LAW. No Obligor shall
(i) violate any law, ordinance or governmental rule
or regulation (including, without limitation, any
Environmental Protection Laws) to which it or the Collateral
is subject, nor
(ii) fail to obtain any license, permit, franchise or
other governmental authorization necessary to the ownership of
the Collateral, the sale or lease of the Inventory, the
collection of the Accounts, or the operation of the Equipment,
which violation or failure to obtain might have a Material Adverse
Effect.
(N) FURTHER ASSIGNMENTS; MARKING OF COLLATERAL. Each of the
Obligors shall deliver to the Trustee, at such times and in such form
as may be reasonably designated by the Trustee or the Majority
Beneficiaries from time to time, assignments, reports and schedules
relating to the Collateral. Upon request by the Trustee or the Majority
Beneficiaries, each of the Obligors shall xxxx its books and records to
reflect the security interests of the Trustee in the Collateral.
(O) PERMITS AND WARRANTIES. To further protect the security
afforded by this Agreement with respect to the Permits and Warranties,
each Obligor agrees:
(i) to faithfully abide by, perform and discharge in
all material respects each and every obligation, covenant,
condition, duty and agreement which each
SPECTRAN CORPORATION 15 SECURITY AGREEMENT
20
3. COLLATERAL
or any of the Permits and Warranties provides are to be
performed by such Obligor;
(ii) not to amend, assign, modify, cancel, surrender,
otherwise change or terminate any of the Permits and
Warranties, or waive any provision thereof in any manner that
would materially affect the security interest of the Trustee
in the Permits and Warranties, without the written consent of
the Trustee and the Majority Beneficiaries, except to the
extent that such actions would not, individually or in the
aggregate, have a Material Adverse Effect; and
(iii) to appear in and defend any action or
proceeding to the extent deemed necessary in its reasonable
business judgment arising under, growing out of or in any
manner connected with the obligations, covenants, conditions,
duties, agreements or liabilities of such Obligor under any of
the Permits and Warranties, at the sole cost and expense of
such Obligor.
3.3 COVENANT REGARDING OWNERSHIP INTEREST IN JV SUBSIDIARY.
(A) GENERALLY. So long as the Secured Obligations have not
been indefeasibly paid in full,
(i) one Subsidiary (the "JV OWNER") of the Company
will own 100% of the JV Equity Interest;
(ii) the JV Owner,
(I) will engage in no business other
than the ownership of the equity interest in
the JV Subsidiary,
(II) will not become obligated in
respect of any borrowed money or other
obligations other than guarantees of the
Secured Obligations; and
(III) will be liable jointly and
severally with the other Borrowing Parties
in respect of the Secured Obligations;
(iii) the JV Owner will own not less than 50% of the
outstanding equity interest
in the JV Subsidiary;
provided that the JV Owner will be permitted to cure any violation of
the foregoing requirements within 30 days of the violation thereof,
either by
(A) curing such violation or by transferring such
equity interest to another Subsidiary of the Company that
complies with each of such requirements, or
(B) granting to the Trustee a first priority
perfected security interest in such equity interest, pursuant
to such documents and instruments as are satisfactory to the
Majority Beneficiaries.
SPECTRAN CORPORATION 16 SECURITY AGREEMENT
21
3. COLLATERAL
(B) JV PROPERTY EXCLUSION. So long as there is no violation of
Section that has not been cured as provided in Section (B), the JV
Equity Interest will be excluded from the security interest granted in
accordance with this Section and shall constitute, together with the JV
Transferred Property, "JV EXCLUDED PROPERTY". The JV Equity Interest
shall not constitute JV Excluded Property, and shall be subject to the
security interests granted in accordance with this Section if, and for
so long as, a violation of Section exists and has not been cured in
accordance with Section (B). JV Transferred Property shall at all times
constitute JV Excluded Property.
4. REPRESENTATIONS AND WARRANTIES
Each Obligor represents and warrants, as of the Closing Date, as
follows:
4.1 OWNERSHIP OF COLLATERAL.
The Collateral being granted by such Obligor is owned solely by such
Obligor, and no other Person has any right, title, interest, claim or Lien
thereon, or thereto, except for Permitted Liens.
4.2 INCORPORATION.
Such Obligor:
(a) is a corporation duly incorporated, validly existing and
in good standing under the laws of its jurisdiction of incorporation;
(b) has all corporate power and authority necessary to own and
operate its Properties and to carry on its business as now conducted
and as presently proposed to be conducted;
(c) has all licenses, certificates, permits, franchises and
other governmental authorizations necessary to own and operate its
Properties and to carry on its business as now conducted and as
presently proposed to be conducted, except where the failure to have
such licenses, certificates, permits, franchises and other governmental
authorizations, in the aggregate for all such failures, could not have
a Material Adverse Effect; and
(d) has duly qualified or has been duly licensed, and is
authorized to do business and is in good standing, as a foreign
corporation, in each state in the United States of America and in each
other jurisdiction where the failure to be so qualified or licensed and
authorized and in good standing, in the aggregate for all such
failures, could have a Material Adverse Effect.
4.3 CORPORATE POWERS AND AUTHORIZATION.
The execution, delivery and performance by such Obligor of this
Agreement and all other instruments and documents to be delivered hereunder, and
the transactions contemplated hereby and thereby, are within the corporate
powers of such Obligor, have been duly authorized by all necessary corporate
action and
SPECTRAN CORPORATION 17 SECURITY AGREEMENT
22
4. REPRESENTATIONS AND WARRANTIES
(a) do not contravene such Obligor's certificate or articles
of incorporation or bylaws or, to such Obligor's knowledge, any law,
rule, regulation, order, writ, judgment, injunction or decree presently
in effect having applicability to it,
(b) do not contravene any indenture, loan or credit agreement
or any other material agreement, lease or instrument
(i) to which such Obligor is a party or
(ii) by which such Obligor or its Property may be
bound or affected, and
(c) do not result in or require the creation of any Lien,
security interest or other charge or encumbrance upon or with respect
to any of its Properties (except as provided herein).
4.4 GOVERNMENTAL FILINGS; REGISTRATION.
(A) FILINGS AND REGISTRATIONS. No authorization or approval or
other action by, and no notice to or filing with, any Governmental
Authority is required for
(i) the grant by each Obligor of the security
interest granted hereby or the due execution, delivery and
performance by such Obligor of this Agreement or any other
document or instrument to be delivered hereunder, or
(ii) the perfection of such security interest or the
exercise by the Trustee of its rights and remedies hereunder
and under the other Lending Documents,
except for the filings of the Uniform Commercial Code financing
statements described on Annex 2, and filings with the United States
Patent and Trademark Office required by the Trademark Security
Agreement and the Patent Collateral Assignment, all of which shall be
duly made on or immediately after the Closing Date and will, upon the
filing thereof, be in full force and effect.
(B) NO OTHER FINANCING STATEMENTS. No effective financing
statement which names any Obligor as debtor is on file in any
jurisdiction except for the financing statements in respect of
Permitted Liens.
4.5 ENFORCEABILITY.
All acts and proceedings required by law and by the certificate or
articles of incorporation and bylaws of such Obligor necessary to constitute
this Agreement a valid and binding agreement for the uses and purposes set forth
herein, in accordance with its terms, have been done and taken. Assuming the
corporate existence, power and authority of, and the due authorization,
execution and delivery hereof by, the Trustee, this Agreement is the legal,
valid and binding obligation of such Obligor, enforceable in accordance with its
terms, except as the enforceability hereof may be
SPECTRAN CORPORATION 18 SECURITY AGREEMENT
23
4. REPRESENTATIONS AND WARRANTIES
(a) limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforceability
of creditors' rights generally and
(b) subject to the availability of equitable remedies and
judicial discretion in the enforcement thereof.
4.6 LOCATION OF INVENTORY AND EQUIPMENT, ETC.
(A) LOCATION OF INVENTORY AND EQUIPMENT. Such Obligor does not
currently hold, nor has such Obligor held at any time during the three
hundred sixty-five (365) days immediately preceding the date hereof,
any interest in tangible personal Property constituting a part of the
Collateral which is located in any location other than the locations
listed on Annex 3.
(B) CHANGES OF NAME AND ADDRESSES. Such Obligor has not, in
the last five (5) years,
(i) changed its name or operated all or a portion of
its business under any name other than its present legal name
and the trade names listed on Annex 4, or
(ii) changed the address of its chief executive
office other than as set forth on Annex 1.
4.7 PATENTS, TRADEMARKS.
Such Obligor owns or possesses all of the patents, trademarks, service
marks, trade names, copyrights, licenses, and rights with respect thereto,
necessary for the present and presently planned future conduct of its business,
without any known conflict with the rights of others. All patents owned by such
Obligor and all of the trademarks, service marks or trade names found on, or
used in connection with the sale, lease or other disposition of, Inventory are
set forth on Annex 4.
4.8 ACCOUNTS.
(a) None of the Accounts is evidenced by a promissory note or
other instrument.
(b) Each of the Accounts is a true and correct statement of
the actual amount owing by each Account Debtor with respect thereto.
4.9 ACCURACY OF PRELIMINARY STATEMENTS.
Each statement contained in Section of this Agreement is accurate.
SPECTRAN CORPORATION 19 SECURITY AGREEMENT
24
5. DEFAULTS -- REMEDIES
5. DEFAULTS -- REMEDIES
5.1 DEFAULT REMEDIES.
(A) GENERAL. If an Event of Default exists, the Trustee may
(i) exercise all of the rights and remedies conferred
in this Agreement, in the Trust Indenture and in the other
Lending Documents, and
(ii) exercise all of the rights and remedies of a
secured party under the Code and all of the rights and
remedies in this Agreement or otherwise available at law or in
equity.
(B) RIGHTS AND REMEDIES.
(I) PAYMENTS TO LOCKBOX. If an Event of Default
exists, the Trustee may require the Obligors to instruct the
Account Debtors to make payment thereof directly to the
Trustee or to a Person or lockbox so designated by the
Trustee. If an Event of Default shall exist and any Obligor
receives any cash, checks, drafts, money orders or other
instruments in payment of any Accounts, it shall hold the same
in trust for the Trustee and shall segregate the same and
shall promptly deliver the same (in the identical form as
received) to the Trustee or to such Person or lockbox as the
Trustee may designate.
(II) NOTIFICATION OF DEBTORS. If an Event of Default
shall exist, each of the Obligors authorizes the Trustee (but
the Trustee shall not be obligated) to communicate with any
Account Debtor or any other Person primarily or secondarily
liable under an Account with regard to any delinquent payment
or other payment status of such Account or any matter relating
thereto or with regard to the verification that such Account
Debtor did incur the obligations thereunder and the terms and
provisions thereof. If an Event of Default exists, each of the
Obligors agrees, upon the request of the Trustee, to notify
each Account Debtor in writing of the assignment to the
Trustee of its respective Account, the Trustee's security
interest therein and any other matter relating thereto.
Notwithstanding the immediately preceding sentence, the
Trustee shall, during the existence of any Event of Default,
have the right, without first making a request of the Obligor
owning such Accounts, to notify each Account Debtor of the
assignment to the Trustee of its respective Account, the
Trustee's security interest therein and any other matter
relating thereto.
(C) COLLECTION. The Trustee may, at any time and from time to
time during the existence of any Event of Default, demand, xxx for,
collect or receive any money or Property at any time payable or
receivable on account of or in exchange for, or make any compromise or
settlement reasonably deemed desirable by the Trustee with respect to,
any Account, and/or extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, or release, any Account
or any collateral, guaranty or insurance therefor or in respect
thereof, all without notice to or consent by the Obligors and without
otherwise discharging or affecting the Secured Obligations, the other
Collateral or the security interest granted herein. Without limiting
any of the foregoing,
SPECTRAN CORPORATION 20 SECURITY AGREEMENT
25
5. DEFAULTS -- REMEDIES
each of the Obligors hereby authorizes the Trustee and any agent or
designee thereof during the existence of any Event of Default to take
any and all steps in the name of such Obligor, necessary or desirable,
in the determination of the Trustee or the Majority Beneficiaries, to
collect all amounts due under any and all Accounts, including, without
limitation, endorsing such Obligor's name on checks and other
instruments representing collections and/or proceeds of Accounts and
enforcing such Accounts.
(d) POSSESSION OF COLLATERAL; ENTRY OF PREMISES. If an Event
of Default exists, the Trustee shall have the right, at any time or
from time to time, to take immediate possession of any or all
Collateral that is tangible personal Property, and may require each of
the Obligors to assemble such Collateral, at the expense of each such
Obligor, and to make it available to the Trustee at a place to be
designated by the Trustee that is reasonably convenient to both
parties, and may enter any of the premises of each of the Obligors (or
wherever such Collateral shall be located) without force and with or
without process of law, and keep and store the same on such premises
until sold (and if such premises be the Property of any Obligor, such
Obligor agrees not to charge the Trustee for storage thereof for a
period of at least ninety (90) days after sale or disposition of such
Collateral).
(e) BOOKS AND RECORDS. At the request of the Trustee at any
time while an Event of Default exists, each of the Obligors shall
assemble all of the Books and Records which evidence the Collateral and
make the same available to the Trustee or its designee at a place
selected by the Trustee or its designee.
(f) SALE OF COLLATERAL; COMMERCIAL REASONABLENESS. Each of the
Obligors and the Trustee agree that ten (10) days notice to such
Obligor of any public or private sale or other disposition of the
Collateral shall be reasonable notice thereof, and such sale shall be
at such reasonable location as the Trustee shall designate in such
notice. Any other requirement of notice, demand or advertisement for
sale is, to the extent permitted by law, waived by each of the
Obligors. Sales for cash, or on credit to a wholesaler, retailer or
user of the Collateral, at any public or private sale are all hereby
deemed (without limitation) to be commercially reasonable (as defined
in the Uniform Commercial Code as in effect in any applicable
jurisdiction). The Collateral may be sold at any private or public sale
in one or more lots. The Trustee shall have, to the extent permitted by
applicable law, the right to bid at any such public sale on behalf of
any one or more Beneficiaries (who shall also have the right to bid
individually).
(g) CERTAIN OFFSET RIGHTS IN RESPECT OF COLLATERAL. If an
Event of Default exists, the Trustee may also, with or without
proceeding with sale or foreclosure or demanding payment of the Secured
Obligations, without notice, appropriate and apply to the payment of
the Secured Obligations and the other obligations secured under this
Agreement any and all Collateral in its possession (including, without
limitation, any and all balances, credits, deposits, accounts,
reserves, or other moneys due or owing to any of the Obligors held by
the Trustee hereunder or otherwise) in accordance with the provisions
of the Trust Indenture.
(h) UNDERTAKINGS CUMULATIVE. All covenants, conditions,
provisions, warranties, guaranties, indemnities and other undertakings
of the Obligors contained in this Agreement or any other Lending
Document, or in any document referred to in this
SPECTRAN CORPORATION 21 SECURITY AGREEMENT
26
5. DEFAULTS -- REMEDIES
Agreement or any other Lending Document or contained in any agreement
supplementary to this Agreement or any other Lending Document, shall be
deemed cumulative to and not in derogation or substitution of any of
the terms, covenants, conditions or agreements of the Obligors
contained in this Agreement or any other Lending Document.
(i) PAYMENT OF EXPENSES AND CHARGES. Each of the Obligors
shall be obligated, jointly and severally, to pay to the Trustee all
out-of-pocket expenses (including court costs and reasonable attorneys'
fees and expenses) of, or incident to, the enforcement of any of the
provisions of this Agreement and all other charges due against the
Collateral, including, without limitation, taxes, assessments, security
interests, Liens or encumbrances upon the Collateral and any expenses,
including transfer or other taxes, arising in connection with any sale,
transfer or other disposition of Collateral.
5.2 OTHER ENFORCEMENT RIGHTS.
The Trustee may proceed to protect and enforce this Agreement by suit
or suits or proceedings in equity, at law or in bankruptcy, and whether for the
specific performance of any covenant or agreement in this Agreement contained or
in execution or aid of any power in this Agreement granted, or for foreclosure
under this Agreement, or for the appointment of a receiver or receivers for the
Collateral or any part thereof, for the recovery of judgment for the obligations
secured by this Agreement or for the enforcement of any other proper, legal or
equitable remedy available under applicable law.
5.3 POWER OF ATTORNEY.
Each Obligor hereby makes, constitutes and appoints the Trustee the
true and lawful agent and attorney in fact of such Obligor with full power of
substitution:
(a) if an Event of Default shall exist, to receive, open and
dispose of all mail addressed to such Obligor and remove therefrom any
notes, checks, drafts, money orders or other instruments included in
the Collateral, with full power to endorse the name of such Obligor
upon any such checks, drafts, money orders, or other instruments
relating to the Collateral and to effect the deposit and collection
thereof, and the further right and power to endorse the name of such
Obligor on any other document relating to the Collateral;
(b) if an Event of Default exists, to sign the name of such
Obligor to drafts against its debtors, to notices to such debtors, to
assignments and notices of assignments, financing statements,
continuation statements or other public records or notices and all
other instruments and documents; and
(c) to do any and all things necessary to take action in the
name and on behalf of such Obligor to carry out the provisions of this
Agreement.
Each of the Obligors agrees, in the absence of willful wrongdoing or gross
negligence, that neither the Trustee nor any of its agents, designees or
attorneys-in-fact will be liable for any acts of commission or omission, or for
any error of judgment or mistake of fact or law with respect to the exercise of
the power of attorney granted under this Section . The power of attorney
SPECTRAN CORPORATION 22 SECURITY AGREEMENT
27
5. DEFAULTS -- REMEDIES
granted under this Section is coupled with an interest and shall be irrevocable
so long as any Secured Obligation remains outstanding.
5.4 EFFECT OF SALE, ETC.
(a) TITLE. Any sale or sales pursuant to the provisions of
this Agreement, whether under any right or power granted hereby or
pursuant to any legal proceedings, shall operate to divest each of the
Obligors of all of any such Obligor's right, title, interest, claim and
demand whatsoever, either at law or in equity, of, in and to the
Collateral, or any part thereof, so sold, and any Property so sold
shall be free and clear of any and all rights of redemption by, through
or under such Obligor. At any such sale any holder of Secured
Obligations may, to the extent permitted by applicable law, bid for and
purchase the Property sold and may make payment therefor as set forth
in Section , and any such Person so purchasing any such Property, upon
compliance with the terms of sale, may hold, retain and dispose of such
Property without further accountability.
(b) APPLICATION OF PROCEEDS. The receipt by the Trustee, or by
any Person authorized under any judicial proceedings to make any such
sale, of the proceeds of any such sale shall be a sufficient discharge
to any purchaser of the Collateral, or of any part thereof, sold as
aforesaid; and no such purchaser shall be bound to see to the
application of such proceeds, or be bound to inquire as to the
authorization, necessity or propriety of any such sale. In the event
that, at any such sale, any holder of Secured Obligations is the
successful purchaser, it shall be entitled, for the purpose of making
settlement or payment, to use and apply such Collateral to its Secured
Obligations by crediting thereon the amount apportionable and
applicable thereto out of the net proceeds of such sale.
5.5 DELAY OR OMISSION; NO WAIVER.
No course of dealing on the part of the Trustee or any holder of
Secured Obligations nor any delay or failure on the part of the Trustee or such
holder to exercise any right shall impair such right or operate as a waiver of
such right or otherwise prejudice the Trustee's or such holder's rights, powers
and remedies. No waiver by the Trustee or any holder of Secured Obligations of
any Default or Event of Default, whether such waiver be full or partial, shall
extend to or be taken to affect any subsequent Default or Event of Default, or
to impair the rights resulting therefrom except as may be otherwise expressly
provided in this Agreement. Every right and remedy given by this Agreement, by
any other Lending Document or by law to the Trustee or any holder of Secured
Obligations may be exercised from time to time as often as may be deemed
expedient by such Person.
5.6 RESTORATION OF RIGHTS AND REMEDIES.
If the Trustee shall have instituted any proceeding to enforce any
right or remedy under this Agreement or under any other Lending Document and
such proceeding shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Trustee, the Obligors and the Beneficiaries shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions under this Agreement and under the other Lending
Documents, and thereafter
SPECTRAN CORPORATION 23 SECURITY AGREEMENT
28
5. DEFAULTS -- REMEDIES
all rights and remedies of the Trustee and such Beneficiaries shall continue as
though no such proceeding had been instituted.
5.7 APPLICATION OF PROCEEDS.
The proceeds of any exercise of rights with respect to the Collateral,
or any part thereof, and the proceeds and the avails of any remedy under this
Agreement shall be paid to the Trustee and applied by the Trustee in accordance
with the provisions of the Trust Indenture. If there is a deficiency, each of
the Obligors shall, subject always to the other provisions of this Agreement,
remain liable therefor and shall forthwith pay the amount of any such deficiency
to the Trustee.
5.8 CUMULATIVE REMEDIES.
No remedy under this Agreement or under any other Lending Document is
intended to be exclusive of any other remedy, but each and every remedy shall be
cumulative and in addition to any and every other remedy given under this
Agreement or under any other Lending Document or otherwise existing; nor shall
the giving, taking or enforcement of any other or additional security,
collateral or guaranty for the payment or performance of the Secured Obligations
operate to prejudice, waive or affect the security of this Agreement or any
rights, powers or remedies under this Agreement, nor shall the Trustee or the
holder of any Secured Obligation be required to look first to, enforce or
exhaust any such other or additional security, collateral or guaranties.
5.9 WAIVERS BY THE OBLIGORS.
(a) Each of the Obligors hereby waives notice of acceptance of
this Agreement. Each of the Obligors further waives presentment and
demand for payment of any of the Secured Obligations, protest and
notice of dishonor or default with respect to any of the Secured
Obligations, and all other notices to which such Obligor might
otherwise be entitled.
(b) Each of the Obligors (to the extent that it may lawfully
do so) covenants that it shall not at any time insist upon or plead, or
in any manner claim or take the benefit or advance of, any stay (except
in connection with a pending appeal), valuation, appraisal, redemption
or extension law now or at any time hereafter in force that, but for
this waiver, might be applicable to any sale made under any judgment,
order or decree based on this Agreement or any other Lending Document;
and each of the Obligors (to the extent that it may lawfully do so)
hereby expressly waives and relinquishes all benefit and advance of any
and all such laws and hereby covenants that it will not hinder, delay
or impede the execution of any power in this Agreement or therein
granted and delegated to the Trustee, but that it will suffer and
permit the execution of every such power as though no such law or laws
had been made or enacted.
5.10 CONSENT.
Each of the Obligors hereby consents that from time to time (before or
after the occurrence or existence of any Event of Default, with or without
notice to or assent from such Obligor)
SPECTRAN CORPORATION 24 SECURITY AGREEMENT
29
5. DEFAULTS -- REMEDIES
(a) any Collateral or other security at any time held by or
available to the Trustee or any holder of Secured Obligations for any
of the Secured Obligations, or any other security at any time held by
or available to the Trustee or such holder for any obligation of any
other Person secondarily or otherwise liable for any of the Secured
Obligations, may be exchanged with the Person providing such Collateral
or other security, surrendered or released, and
(b) any of the Secured Obligations may be changed, altered,
renewed, extended, continued, surrendered, compromised, waived or
released, in whole or in part,
in each case as the Trustee or the holder thereof may see fit, and such Obligor
shall remain bound under this Agreement notwithstanding any such exchange,
surrender, release, change, alteration, renewal, extension, continuance,
compromise, waiver or release.
6. MISCELLANEOUS
6.1 COMMUNICATIONS.
All communications under this Agreement shall be in writing and shall
be made to the Persons and addresses, and in the manner, provided in the Trust
Indenture.
6.2 WAIVER AND AMENDMENT.
No provision of this Agreement shall be waived, amended, modified or
supplemented except by a written instrument executed by the Obligors and the
Trustee in accordance with the Trust Indenture.
6.3 SURVIVAL.
All warranties, representations, certifications and covenants made by
the Obligors in this Agreement and in the other Lending Documents or in any
certificate or other document or instrument delivered by it or on behalf of it
under this Agreement or any other Lending Document shall be considered to have
been relied upon by the Trustee and each holder of the Secured Obligations and
shall survive the delivery to each holder of Secured Obligations of any
instrument or other document evidencing the same regardless of any investigation
made by the Trustee, any of the Beneficiaries or on their behalf. All statements
in any such certificate or other instrument shall constitute warranties and
representations by the Obligors under this Agreement. This Agreement shall be
binding upon the Obligors and inure to the benefit of and be enforceable by the
Trustee and the Beneficiaries.
6.4 SUCCESSORS AND ASSIGNS.
Whenever any of the parties to this Agreement is referred to, such
reference shall be deemed to include the successors and assigns of such party,
and all the covenants, promises and agreements in this Agreement contained by or
on behalf of any of the Obligors, or by or on behalf of the Trustee, shall bind
and inure to the benefit of the respective successors and assigns of such
parties whether so expressed or not.
SPECTRAN CORPORATION 25 SECURITY AGREEMENT
30
6. MISCELLANEOUS
6.5 REPRODUCTION OF DOCUMENTS.
This Agreement and all documents relating thereto may be reproduced by
the Trustee by any photographic, photostatic, microfilm, micro-card, miniature
photographic, digital or other similar process and the Trustee may destroy any
original document so reproduced. Each of the Obligors agrees and stipulates that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by the Trustee in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
6.6 ADDITIONAL PARTIES.
Any Person which becomes a Subsidiary after the Closing Date and which
is required, pursuant to the Trust Indenture or any other Lending Document, to
become a party to this Agreement shall execute and deliver an acknowledgement
and agreement in the form of Exhibit A and, upon acceptance thereof by the
Trustee, such Subsidiary shall become an "Obligor" under this Agreement for all
purposes and shall be deemed to have made the covenants and agreements of each
Obligor set forth herein as of the date of the execution and delivery of such
acknowledgment and agreement (including, without limitation, the grant of the
security interest contained in Section ) and shall comply with all other
obligations to be performed by an Obligor party hereto.
6.7 SUBJECT TO TRUST INDENTURE.
Any and all rights granted to the Trustee under this Agreement are to
be held and exercised by the Trustee as trustee for the benefit of the
Beneficiaries, pursuant to the provisions of the Trust Indenture. To the extent
set forth in the Lending Documents and any other document or instrument creating
or evidencing any Secured Obligation, each of the Beneficiaries shall be a
beneficiary of the terms of this Agreement. Any and all obligations under this
Agreement of the parties to this Agreement, and the rights and indemnities
granted to the Trustee under this Agreement, are created and granted subject to,
and in furtherance (and not in limitation) of, the terms of the Trust Indenture.
Nothing in this Agreement expressed or implied is intended or shall be construed
to give to any Person other than the Obligors, the Beneficiaries and the Trustee
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any covenant, condition or provision herein contained, and all such
covenants, conditions and provisions are and shall be held to be for the sole
and exclusive benefit of the Obligors, the Beneficiaries and the Trustee.
6.8 TERM OF AGREEMENT.
This Agreement shall be and remain in full force and effect until
terminated in accordance with the Trust Indenture; provided, that all
indemnities of the Obligors contained in this Agreement shall survive, and
remain operative and in full force and effect regardless of, the termination of
this Agreement.
SPECTRAN CORPORATION 26 SECURITY AGREEMENT
31
6. MISCELLANEOUS
6.9 ENTIRE AGREEMENT.
This Agreement constitutes the final written expression of all of the
terms hereof and is a complete and exclusive statement of those terms.
6.10 EXECUTION IN COUNTERPART.
This Agreement may be executed in one or more counterparts and shall be
effective when at least one counterpart shall have been executed by each party
to this Agreement, and each set of counterparts which, collectively, show
execution by each party to this Agreement shall constitute one duplicate
original.
[Remainder of page blank. Next page is signature page.]
SPECTRAN CORPORATION 27 SECURITY AGREEMENT
32
IN WITNESS WHEREOF, EACH OF THE OBLIGORS has caused this Agreement to
be executed by an authorized officer, and FLEET NATIONAL BANK, as Trustee, has
caused this Agreement to be executed by an authorized officer, all as of the day
and year first above written.
SPECTRAN CORPORATION
By /s/ Xxxxx x. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary
SPECTRAN COMMUNICATION FIBER
TECHNOLOGIES, INC.
By /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary
SPECTRAN SPECIALTY OPTICS
COMPANY
By /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary
APPLIED PHOTONIC DEVICES, INC.
By /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary
SPECTRAN CORPORATION SECURITY AGREEMENT
33
FLEET NATIONAL BANK, as Trustee
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Corporate Trust Officer
SPECTRAN CORPORATION SECURITY AGREEMENT
34
Annex 1 to Security Agreement
Chief Executive Office of Obligors
----------------------------------
Spectran Corporation 00 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
SpecTran Communication Fiber 00 Xxxx Xxxx
Technologies, Inc. Xxxxxxxxxx, XX 00000
SpecTran Specialty Optics Company 000 Xxxxxx Xxxxx
Xxxx, XX 06001(1)
Applied Photonic Devices, Inc. 000 Xxxx Xxxx
Xxxxxxxx, XX 06241(2)
-----------------
(1) SpecTran Specialty Optics Company intends to move its principal executive
offices to 00 Xxxxxxx Xxxxx, Xxxx, Xxxxxxxxxxx 00000 during 1997.
(2) Applied Photonic Devices, Inc. intends to move its principal executive
offices to 00 Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx by the end of 1996.
35
Applied Photonic Devices, Inc. 000 Xxxx Xxxx
Xxxxxxxx, XX 00000
00 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
36
ANNEX 2
LIST OF OFFICES IN WHICH FINANCING STATEMENTS ARE FILED
SECURED PARTY: Fleet National Bank
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Corporate Trust Dept., Mail Stop MA/OF/D05M
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
------------------------------------------------------------------------------
DEBTOR NAME FILING OFFICE
------------------------------------------------------------------------------
SpecTran Corporation Massachusetts Secretary of the
Commonwealth
Worcester County, MA
Town of Sturbridge, MA
Connecticut Secretary of the State
Town Clerk, Avon, CT
------------------------------------------------------------------------------
SpecTran Communication Fiber Massachusetts Secretary of the
Technologies, Inc. Commonwealth
Worcester County, MA
Town of Sturbridge, MA
Florida Secretary of State
Virginia Secretary of the Commonwealth
------------------------------------------------------------------------------
SpecTran Specialty Optics Company Connecticut Secretary of the State
Town Clerk, Avon, CT
Massachusetts Secretary of the
Commonwealth
Town of Sturbridge, MA
------------------------------------------------------------------------------
Applied Photonics Devices, Inc. Connecticut Secretary of the State
Town Clerk, Killingly, CT
Town Clerk, Brooklyn, CT
Massachusetts Secretary of the
Commonwealth
------------------------------------------------------------------------------
Spectran Corporation Annex 2-1 Security Agreement
37
Annex 3 to Security Agreement
Locations of Inventory and Equipment
Spectran Corporation 00 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
00 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
00 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
SpecTran Communication Fiber 00 Xxxx Xxxx
Technologies, Inc. Xxxxxxxxxx, XX 00000
00 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
00 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Optical Cable Corporation(3)
0000 Xxxxxxxxx Xxxxx
X.X. Xxx 00000
Xxxxxxx, XX 00000
Jaso & Associates(4)
00000 00xx Xxxxxx Xxxxx
Xxxx X
Xxxxxxxx Xxxx, XX 00000
SpecTran Specialty Optics Company 000 Xxxxxx Xxxxx
Xxxx, XX 00000
00 Xxxxxxxx Xxxx and adjacent Barn
Xxxx, XX 00000
00 Xxxxxxx Xxxxx
Xxxx, XX 00000
----------
(3) As of November 30, 1996, approximately $282,162 of Inventory was
on consignment with Optical Cable Corporation.
(4) As of November 30, 1996, approxiamtely $5,751 of Inventory was
on consignment with Jaso & Associates.
38
Annex 4 to Security Agreement
Patents and Trademarks
See attached list.
39
PATENT REPORT
-----------------------------------------------------------------------------
FIBER OPTIC MAGNETIC FIELD SENSOR UNITED KINGDOM
Owner: SPECTRAN CORPORATION
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 2186072 JANUARY 31, 1986 Expires: JANUARY 31, 2006 PATENTED
App. No.: 8602464.3 JANUARY 31, 1986
Ref: 003585-0002-002
-----------------------------------------------------------------------------
FIBER OPTIC MAGNETIC FIELD SENSOR FRANCE
Owner: SPECTRAN CORPORATION
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 8601457 FEBRUARY 03, 1986 Expires: FEBRUARY 03, 2006 PATENTED
App. No.: 8601457 FEBRUARY 03, 1986
Ref: 003585-0002-004
-----------------------------------------------------------------------------
FIBER OPTIC MAGNETIC FIELD SENSOR SWEDEN
Owner: SPECTRAN CORPORATION
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 8600433-0 JANUARY 31, 1986 Expires: JANUARY 31, 2006 PATENTED
App. No.: 8600433-0 JANUARY 31, 1986
Ref: 00000-0000-000
XXXXXX, Xxxxxxx X., XXXXXX, Xxxx
----------------------------------------------------------------------------
FIBER OPTIC MAGNETIC FIELD SENSOR UNITED STATES
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 4,650,281 MARCH 17, 1987 PATENTED
App. No.: 08/624,355 JUNE 25, 1984
Ref: 003585-0002-999
---------------------------------------------------------------------------
-1-
40
PATENT REPORT
--------------------------------------------------------------------------------
HIGH TENSILE STRENGTH OPTICAL FIBER UNITED STATES
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 4,660,928 APRIL 28, 1987 PATENTED
App. No.: 05/653,113 SEPTEMBER 21, 1984
Ref: 003585-0004-999
--------------------------------------------------------------------------------
FIBER OPTIC PRESSURE SENSOP. UNITED KINGDOM
Owner: SPECTRAN CORPORATION
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 2188073 JANUARY 31, 1986 Expires: JANUARY 31, 2006 PATENTED
App. No.: 8602465.0 JANUARY 31, 1986
Ref: 003585-0005-002
--------------------------------------------------------------------------------
FIBER OPTIC PRESSURE SENSOR FRANCE
Owner: SPECTRAN CORPORATION
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 8601468 FEBRUARY 03, 1986 Expires: FEBRUARY 03, 2006 PATENTED
App. No.: 8601458 FEBRUARY 03, 1986
Ref: 003585-0005-004
--------------------------------------------------------------------------------
FIBER OPTIC PRESSURE SENSOR SWEDEN
Owner: SPECTRAN CORPORATION
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 8600434-8 JANUARY 31, 1986 Expires: JANUARY 31, 2006 PATENTED
App. No.: 8600434-8 JANUARY 31, 1986
Ref: 003585-0005-016
XXXXXX, Xxxxxxx X.; XXXXXX, Xxxx
--------------------------------------------------------------------------------
-2-
41
PATENT REPORT
--------------------------------------------------------------------------------
FIBER OPTIC PRESSURE SENSOR UNITED STATES
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 4,701,614 OCTOBER 20, 1987 PATENTED
App. No.: 06/624,259 JUNE 25, 1984
Ref: 003585-0005-999
--------------------------------------------------------------------------------
HERMETIC COATINGS FOR OPTICAL FIBERS CANADA
Owner: SPECTRAN CORPORATION
Inventors - XXXXXXXXXXXX, XXXXXXXXXX; XXXXXXX, XXXXX X.
Xxx. No.: 1,295,892 FEBRUARY 18,1992 Expires: FEBRUARY 18,2009 PATENTED
App. No.: 532,631 MARCH 20, 1987
Ref: 003585-0020-001
--------------------------------------------------------------------------------
HERMETIC COATINGS FOR OPTICAL FIBERS UNITED KINGDOM
Owner: SPECTRAN CORPORATION
Inventors - XXXXXXXXXXXX, XXXXXXXXXX; XXXXXXX, XXXXX X.
Xxx. No.: X00000000 MARCH 31, 1987 Expires: MARCH 31, 2007 PATENTED
App. No.: 57903021.1 MARCH 31, 1987
Basic App: PCT/US87/00733 MARCH 31, 1986 Ref: 003585-0020-002
--------------------------------------------------------------------------------
HERMETIC COATINGS FOR OPTICAL FIBERS GERMANY
Owner: SPECTRAN CORPORATION
Inventors - XXXXXXXXXXXX, XXXXXXXXXX; XXXXXXX, XXXXX X.
Xxx. No.: DE0301030 MARCH 31, 1987 Expires: MARCH 31, 2007 PATENTED
App. No.: 87903021.1 MARCH 31, 1987
Basic App: PCT/US87/00733 MARCH 31, 1986 Ref: 003585-0020-003
--------------------------------------------------------------------------------
HERMETIC COATINGS FOR OPTICAL FIBERS FRANCE
Owner: SPECTRAN CORPORATION
Inventors - XXXXXXXXXXXX, XXXXXXXXXX; XXXXXXX, XXXXX X.
Xxx. No.: FR0301030 MARCH 31, 1987 Expires: MARCH 31, 2007 PATENTED
App. No.: 87903021.1 MARCH 31, 1987
Basic App: PCT/US87/00733 MARCH 31, 1986 Ref: 003585-0020-004
--------------------------------------------------------------------------------
-3-
42
PATENT REPORT
--------------------------------------------------------------------------------
HERMETIC COATINGS FOR OPTICAL FIBERS BRAZIL
Owner: SPECTRAN CORPORATION
Inventors - XXXXXXXXXXXX, XXXXXXXXXX; XXXXXXX, XXXXX X.
Xxx. No.: PENDING
App. No.: P18707655 MARCH 31, 1987
Basic App: PCT/US87/00733 Ref: 003585-0020-037
--------------------------------------------------------------------------------
HERMETIC COATINGS FOR OPTICAL FIBERS TAIWAN
Owner: SPECTRAN CORPORATION
Inventors - XXXXXXXXXXXX, XXXXXXXXXX; XXXXXXX, XXXXX X.
Xxx. No.: NI-35477 DECEMBER 11, 1989 Expires: DECEMBER 11, 2004 PATENTED
App. No.: 76-101938 MARCH 31, 1987
Ref: 003585-0020-185
--------------------------------------------------------------------------------
HERMETIC COATINGS FOR OPTICAL FIBERS EUROPEAN PATENT CONV.
Owner: SPECTRAN CORPORATION
Inventors - XXXXXXXXXXXX, XXXXXXXXXX; XXXXXXX, XXXXX X.
Xxx. No.: 0301030 MARCH 31, 1987 Expires: MARCH 31, 2007 PATENTED
App. No.: 87903021.1 MARCH 31, 1987
Basic App: PCT/US87/00733 MARCH 31, 1986 Ref: 003585-0020-227
--------------------------------------------------------------------------------
HERMETIC COATINGS FOR OPTICAL FIBER AND PRODUCT UNITED STATES
Owner: SPECTRAN CORPORATION
Inventors - XXXXXXXXXXXX, XXXXXXXXXX; XXXXXXX, XXXXX X.
Xxx. No.: 4,735,856 APRIL 05, 1988 PATENTED
App. No.: 06/846.331 MARCH 31, 1986
Ref: 003585-0020-999
--------------------------------------------------------------------------------
PRESSURE OR STRAIN SENSITIVE OPTICAL FIBER CANADA
Owner: SPECTRAN CORPORATION
Inventors - XXXXX, XXXXXX X.; SVETAKA, XXXXXXX X.
Xxx. No.: 1,304,243 JUNE 30, 1992 Expires: JUNE 30, 2009 PATENTED
App. No.: 551,402 NOVEMBER 09, 1987
Ref: 003585-0022-001
--------------------------------------------------------------------------------
-4-
43
PATENT REPORT
--------------------------------------------------------------------------------
PRESSURE OR STRAIN SENSITIVE OPTICAL FIBER TAIWAN
Owner: SPECTRAN CORPORATION
Inventors - XXXXX, XXXXXX X.; SVETAKA, XXXXXXX X.
Xxx. No.: NI-34110 OCTOBER 01, 1989 Expires: OCTOBER 01, 2004 PATENTED
App. No.: 77-100108 JANUARY 08, 1988
Ref: 003585-0022-185
--------------------------------------------------------------------------------
PRESSURE SENSITIVE OPTICAL FIBER UNITED STATES
Inventors - XXXXX, XXXXXX X.; SVETAKA, XXXXXXX X.
Xxx. No.: 4,770,492 SEPTEMBER 13, 1988 PATENTED
App. No.: 07/173,903 OCTOBER 28, 1986
Ref: 003585-0022-399
--------------------------------------------------------------------------------
COMPOSITE CAPILLARY TUBE STRUCTURE AND METHOD OF FORMING UNITED STATES
Inventors - XXXXXX, XXXXXXX X.; XXXXXX, XXXX
Xxx. No.: 4,812,344 MARCH 14, 1989 PATENTED
App. No.: 07/173,952 MARCH 28, 1988
Ref: 003585-0024-001
--------------------------------------------------------------------------------
OXIDE COATINGS FOR FLUORIDE GLASS CANADA
Owner: SPECTRAN CORPORATION
Inventors - XXXXX, XXXXX X.X.; XXXXXXXX, XXXXXXXXX X.; XXXXXXX, XXXXX X.
Xxx. No.: 1,323,222 OCTOBER 19, 1993 Expires: OCTOBER 19, 2010 PATENTED
App. No.: 572,088 JULY 14, 1988
Ref: 003585-0024-001
--------------------------------------------------------------------------------
-5-
44
PATENT REPORT
-------------------------------------------------------------------------------
OXIDE COATINGS FOR FLOURIDE GLASS UNITED STATES
Inventors - VACHA, XXXXX X.X.; XXXXXXXX, XXXXXXXXX X.; XXXXXXX, XXXXX X.
Xxx No :4,883,339 NOVEMBER 28, 1989 PATENTED
App No :07/074.646 JULY 17, 1987
Ref: 003585-0024-999
-------------------------------------------------------------------------------
HERMETIC COATINGS FOR NON-SILCA BASED OPTICAL FIBERS UNITED STATES
Inventors - VACHA, XXXXX X.X.; XXXXXXX, XXXXX X.; XXXXXXXX, XXXXXXXXX
X.; XXXXXXXXXXXX, XXXXXXXXXX; XXXXXX, XXX X.; MOSSADECH, REZA; XXXXXXXX,
XXXXX X.
Xxx No :4,874,222 OCTOBER 17, 1989 PATENTED
App No:07/160.545 FEBRUARY 25, 1988
Ref: 003586-0025-999
-------------------------------------------------------------------------------
CVD TORCH UNITED STATES
Inventors - XXXXX, XXXXXX X.
Xxx No :4,863,102 SEPTEMBER 05, 1989 PATENTED
App No:07/272.281 DECEMBER 19, 1988
Ref: 003685-0036-999
-------------------------------------------------------------------------------
OXIDE COATINGS FOR FLOURIDE GLASS UNITED STATES
Inventors - VACHA, XXXXX X.X., XXXXXXXX, XXXXXXXXX X., XXXXXXX, XXXXX X.
Xxx No :4,938,562 JULY 03, 1990 PATENTED
App No:07/379,847 JULY 14, 1989
Ref: 003585-0038-999
-------------------------------------------------------------------------------
COMPOSITION HAVING IMPROVED OPTICAL QUALITIES CANADA
Owner: SPECTRAN SPECIALTY OPTICS QUALITIES
Inventor - XXXXXXX, BOLESH J.
Xxx No :1,221,797 MAY 12, 1987 Expires: MAY 12, 2004 PATENTED
App No:472,370 JANUARY 18, 1985
Ref: 003585-0051-001
-------------------------------------------------------------------------------
-6-
45
PATENT REPORT
-----------------------------------------------------------------------------
FLUOROACRYLATES HAVING IMPROVED OPTICAL QUALITIES AUSTRALIA
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventor - XXXXXXX, BOLESH J.
Xxx No: 563145 MARCH 08, 1985 Expires: MARCH 08, 2005 PATENTED
App No: 39659/85 MARCH 08, 1985
Ref: 003585-0051-007;
-----------------------------------------------------------------------------
COMPOSITION HAVING IMPROVED OPTICAL QUALITIES UNITED STATES
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventor - XXXXXXX, BOLESH J.
Xxx No: 4,511,209 APRIL 16, 1985 Expires: APRIL 16, 2002 PATENTED
App No: 06/572,397 JANUARY 20, 1984
Ref: 003585-0051-999;
-----------------------------------------------------------------------------
FIBER OPTIC COUPLER CANADA
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXXX, XXXXXXX X.; XXXXX, XXXXX X.; XXXXXX, XXXXXXX X.
Xxx No: 1,287,763 AUGUST 20, 1991 Expires: AUGUST 20, 2008 PATENTED
App No: 643,354 JULY 30, 1987
Ref: 003585-0052-001;
-----------------------------------------------------------------------------
FIBER OPTIC COUPLER GERMANY
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXXX, XXXXXXX X.; XXXXX, XXXXX X.; XXXXXX, XXXXXXX X.
Xxx No: DE3751674 JULY 31, 1987 Expires: JULY 31, 2007 PATENTED
App No: 87306838.1 JULY 31, 1987
Ref: 003565-0052-003
-----------------------------------------------------------------------------
FIBER OPTIC COUPLER EUROPEAN PATENT CONV.
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXXX, XXXXXXX X.; XXXXX, XXXXX X.; XXXXXX, XXXXXXX X.
Xxx No: 0271177 JULY 31, 1987 Expires: JULY 31, 2007 PATENTED
App No: 87306838.1 JULY 31, 1987
Ref: 003585-0052-227;
-7-
46
PATENT REPORT
-------------------------------------------------------------------------------
OPTICAL FIBER COUPLER UNITED STATES
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXXX, XXXXXXX X.; XXXXX, XXXXX X.; XXXXXX, XXXXXXX X.
Xxx No: 4,784,452 NOVEMBER 15, 1988 Expires: NOVEMBER 15, 2005 PATENTED
App No: 06/892,799 AUGUST 01, 1988
Ref: 003585-0062-999;
-------------------------------------------------------------------------------
ANGLED INPUT FIBER FACE GERMANY
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventor - XXXXXXX, JR., XXXX X.
Xxx No: Expires: OCTOBER 10, 2010 FILED
App No: P4032184.3 OCTOBER 10, 1990 WAIT EXAM
Ref: 003585-0053-003;
-------------------------------------------------------------------------------
ANGLED INPUT FIBER FACE FRANCE
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventor - XXXXXXX, JR., XXXX X.
Xxx No: 9012701 OCTOBER 15, 1990 Expires: OCTOBER 15, 2010 PATENTED
App No: 9012701 OCTOBER 15, 1990
Ref: 003585-0053-004;
-------------------------------------------------------------------------------
ANGLED INPUT FIBER FACE JAPAN
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventor - XXXXXXX, JR., XXXX X.
Xxx No: Expires: OCTOBER 16, 2010 FILED
App No: 2-275471 OCTOBER 16, 1990 WAIT EXAM
Ref: 003585-0053-012;
-------------------------------------------------------------------------------
ANGLED OPTICAL FIBER INPUT END FACE AND METHOD FOR UNITED STATES
DELIVERING ENERGY
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventor - XXXXXXX, JR., XXXX X.
Xxx No: 4,995,691 FEBRUARY 26, 1991 Expires: FEBRUARY 26, 2008 PATENTED
App No: 07/421,677 OCTOBER 16, 1989
Ref: 003585-0053-999;
-------------------------------------------------------------------------------
- 8 -
47
PATENT REPORT
-------------------------------------------------------------------------------
CLEAVING TOOL FOR OPTICAL FIBERS UNITED STATES
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventor - XXXXX, XXXXXX X.
Xxx No: 5,108,021 APRIL 28, 1992 Expires: APRIL 28, 2009 PATENTED
App No: 07/575.979 AUGUST 31, 1990
Ref: 003595-0055-999;
-------------------------------------------------------------------------------
FIBER OPTIC DIFFUSER TIP GERMANY
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXX, XXXXXX X.; XXXXXXXXX, XXXXXXX X.; XXXXXXXX, XXXXXX
X.;
XXXXXX, XXX X.; DE CARLO, XXXXXXX X.
Xxx No: Expires: NOVEMBER 30, 2014 PENDING
App No: P4442523.6 NOVEMBER 30, 1994
Ref: 003585-0055-003;
-------------------------------------------------------------------------------
FIBER OPTIC DIFFUSER TIP JAPAN
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXX, XXXXXX X.; XXXXXXXXX, XXXXXXX X.; XXXXXXXX, XXXXXX
X.;
XXXXXX, XXX X.; DE CARLO, XXXXXXX X.
Xxx No: Expires: DECEMBER 13, 2014 PENDING
App No: 6-309328 DECEMBER 13, 1994
Ref: 003585-0055-012;
-------------------------------------------------------------------------------
FIBER OPTIC DIFFUSER TIP UNITED STATES
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXX, XXXXXX X.; XXXXXXXXX, XXXXXXX X.; XXXXXXXX, XXXXXX
X.;
XXXXXX, XXX X.; DE CARLO, XXXXXXX X.
Xxx No: 5,373,571 DECEMBER 13, 1994 Expires: DECEMBER 13, 2011 PATENTED
App No: 08/033,193 MARCH 16, 1993
Ref: 003585-0055-999;
-------------------------------------------------------------------------------
OPTICAL FIBER CABLE CONNECTOR ASSEMBLY GERMANY
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXX, XXXXXX X.; XXXXXX, XXX X.; XXXXXXXXX, XXXXXXX X.
Xxx No: Expires: NOVEMBER 30, 2012 FILED
App No: P4442424.4 NOVEMBER 30, 1994 WAIT EXAM
Ref: 003585-0056-003;
-------------------------------------------------------------------------------
- 9 -
48
PATENT REPORT
------------------------------------------------------------------------------
OPTICAL FIBER CABLE CONNECTOR ASSEMBLY JAPAN
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXX, XXXXXX X.; XXXXXX, XXX X.; XXXXXXXXX, XXXXXXX X.
Xxx No: Expires: NOVEMBER 30, 2014 FILE WAIT EXAM
App No:6-297560 NOVEMBER 30, 1994
Ref. 003585-0068-012:
------------------------------------------------------------------------------
OPTICAL FIBER CABLE CONNECTOR ASSEMBLY UNITED STATES
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXX, XXXXXX X.; XXXXXX, XXX X.; XXXXXXXXX, XXXXXXX X.
Xxx No:5,455,880 OCTOBER 03, 1995 Expires: December 01, 2013 PATENTED
App No: 08/159,832 DECEMBER 01, 1993
Ref: 003585-0056-999:
-------------------------------------------------------------------------------
COATING COMPOSITIONS CANADA
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXXXXX, BOLESH J.; XXXXXXXXX, XXXXX X.
Xxx No:1,307,071 SEPTEMBER 01, 1992 Expires: SEPTEMBER 01, 2009 PATENTED
App No:545.139 AUGUST 24, 1987
Ref:003585-0059-001
-------------------------------------------------------------------------------
COATING COMPOSITIONS UNITED KINGDOM
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXXXXX, BOLESH J.; XXXXXXXXX, XXXXX X.
Xxx No:2209034 AUGUST 25, 1987 Expires: AUGUST 25, 2007 PATENTED
App No:8719985.7 AUGUST 25, 1987
Ref: 003585-0059-002
-------------------------------------------------------------------------------
COATING COMPOSITIONS FRANCE
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXXXXX, BOLESH J.; XXXXXXXXX, XXXXX X.
Xxx. No:8712288 SEPTEMBER 04, 1987 Expires: SEPTEMBER 04, 2007 PATENTED
App. No.8712288 SEPTEMBER 04, 1987
Ref:003585-0059-004.
--------------------------------------------------------------------------------
-10-
49
PATENT REPORT
--------------------------------------------------------------------------------
COATING COMPOSITIONS FOR OPTICAL FIBERS UNITED STATES
Owner SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXXXXX, BOLESH J; XXXXXXXXX, XXXXX X.
Xxx No: 4,707,076 NOVEMBER 17, 1987 Expires: NOVEMBER 17, 2004 PATENTED
App No: 08/722,828 APRIL 12, 1985
Ref: 003585-0053-999
--------------------------------------------------------------------------------
OPTICAL FIBER AND METHOD OF PRODUCING SAME JAPAN
Owner: SPECTRAN COMMUNICATION FIBER TECHNOLOGIES, INC.
Inventor - XXXXXX, XXXXX
Xxx No: 2515728 AUGUST 08, 1985 Expires: AUGUST 06, 2005 PATENTED
App No: 60-171925 AUGUST 08, 1985
Ref: 003565-0080-012
--------------------------------------------------------------------------------
OPTICAL FIBER AND METHOD OF PRODUCING SAME JAPAN
Owner: SPECTRAN COMMUNICATION FIBER TECHNOLOGIES, INC.
Inventor - XXXXXX, XXXXX
Xxx No: 4,599,098 JULY 08, 1986 Expires: JULY 08, 2003 PATENTED
App No: 06/579,496 FEBRUARY 13, 1984
Ref: 003585-0060-999
--------------------------------------------------------------------------------
METHODS OF MAKING OPTICAL WAVEGUIDES AND WAVEGUIDES MADE UNITED STATES
THEREBY
Owner: SPECTRAN COMMUNICATION FIBER TECHNOLOGIES, INC.
Inventor - XXXXXX, XXXXX
Xxx No: Expires: JANUARY 30, 2007 PENDING
App No: 62-018760 JANUARY 30, 1987
Ref: 003585-0061-012:
--------------------------------------------------------------------------------
METHODS OF MAKING OPTICAL WAVEGUIDES UNITED STATES
Owner: SPECTRAN COMMUNICATION FIBER TECHNOLOGIES, INC.
Inventor - XXXXXX, XXXXX
Xxx No: 5,028,246 JULY 02, 1991 Expires: JULY 02, 2008 PATENTED
App No: 07,308,986 FEBRUARY 08, 1989
Ref: 003585-0061-995:
--------------------------------------------------------------------------------
-11-
50
PATENT REPORT
--------------------------------------------------------------------------------
OPTICAL WAVEGUIDES HAVING REDUCED BENDING LOSS AND METHOD OF UNITED STATES
MAKING THE SAME
Owner SPECTRAN COMMUNICATION FIBER TECHNOLOGIES, INC.
Inventor - XXXXX, XXXXXXXX X.
Xxx No: 5,175,785 DECEMBER 29, 1992 Expires: DECEMBER 29, 2009 PATENTED
App No: 07/694,652 MAY 02, 1991
Ref: 003585-0062-999;
--------------------------------------------------------------------------------
METHODS OF MAKING OPTICAL WAVEGUIDES AND WAVEGUIDES MADE UNITED STATES
THEREBY
Owner: SPECTRAN COMMUNICATION FIBER TECHNOLOGIES, INC.
Inventor - XXXXXXX, XXXXXX
Xxx No: 5,318,511 JUNE 07, 1994 Expires: JUNE 07, 2011 PATENTED
App No: 07/851,489 MARCH 13, 1992
Ref: 003585-0063-999.
--------------------------------------------------------------------------------
METHODS OF MAKING OPTICAL WAVEGUIDES UNITED STATES
Owner: SPECTRAN COMMUNICATION FIBER TECHNOLOGIES, INC.
Inventor - XXXXXX, XXXXX
Xxx No: 5,364,430 NOVEMBER 15, 1994 Expires: NOVEMBER 15, 2011 PATENTED
App No: 08/002,077 JANUARY 08, 1993
Ref: 003585-0064-999;
Archive: 11,595
--------------------------------------------------------------------------------
OPTICAL FIBER CLADDING CANADA
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventor - XXXXXXX, BOLESH J.
Xxx No: 1,221,795 MAY 12, 1987 Expires: MAY 12, 2004 PATENTED
App No: 422,209 FEBRUARY 23, 1983
Ref: 003585-0065-001:
--------------------------------------------------------------------------------
COATING COMPOSITION FRANCE
Owner: SPECTRAN SPECIALTY OPTICS COMPANY
Inventors - XXXXXXX, BOLESH J.; XXXXXXXXX, XXXXX X.
Xxx No: Expires: SEPTEMBER 04, 2007
FILED WAIT EXAM
App No: 9215010 SEPTEMBER 04, 1987
Ref: 003585-0068-004;
--------------------------------------------------------------------------------
-12-
51
Xxxxxx & Xxxxxxx
October 28, 1996
Page 2
-------------------------------------------------------------------------------
SPECTRAN CORPORATION
TRADEMARK REPORT
-------------------------------------------------------------------------------
ULTRASIL Ref: 003686-0076-999 UNITED STATES
SPECTRAN SPECIALTY OPTICS COMPANY PENDING APP.
App No: 75/039666 JAN 03, 1996
Classes: 9
8 OPTICAL FIBER
-------------------------------------------------------------------------------
V-SYSTEM Ref: 005686-0076-999 UNITED STATES
SPECTRAN SPECIALTY OPTICS COMPANY PENDING APP.
App No: 75/039657 JAN 03, 1996
Classes: 9
8 OPTICAL FIBER CABLING SYSTEM COMPRISED OF OPTIC FIBER, CONNECTORS
AND TERMINATION KIT, NAMELY CRIMP TOOL, CLEAVE TOOL BUFFER STRIPPING
TOOL AND JACKET STRIPPING TOOL
-------------------------------------------------------------------------------
52
Xxxxxx & Xxxxxxx
October 28, 1996
Page 1
-------------------------------------------------------------------------------
SPECTRAN CORPORATION
TRADEMARK REPORT
-------------------------------------------------------------------------------
AVIOPTICS Ref: 003585-0074-999 UNITED STATES
SPECTRAN SPECIALTY OPTICS COMPANY PENDING APP.
App No: 75/093106 APR 22, 1996
Classes: 9
8 FIBER OPTIC CABLE
-------------------------------------------------------------------------------
FLIGHTGUIDE Ref: 003686-0073-999 UNITED STATES
SPECTRAN SPECIALTY OPTICS COMPANY PENDING APP.
App No: 75/039655 JAN 03, 1996
Classes: 9
8 FIBER OPTIC CABLE
-------------------------------------------------------------------------------
SPECTRAGUIDE Ref: 003686-0007-999 UNITED STATES
SPECTRAN CORPORATION
Reg No: 1,324,144 MAR 12, 1985 REGISTERED
App No: 437,452 AUG 01, 1983
RENEWAL DUE: MAR 12, 2005
Classes: 9
8 FIBER LIGHT GUIDES FOR USE IN DATA COMMUNICATIONS
-------------------------------------------------------------------------------
SPECTRAN AND DESIGN Ref: 003585-0047-999 UNITED STATES
SPECTRAN CORPORATION
Reg No: 1,753,738 FEB 23, 1993 REGISTERED
App No: 74/285779 JUN 17, 1992
[LOGO] RENEWAL DUE: FEB 23, 2003
SEC. 8 &/OR 15: FEB 23, 1999
Classes: 9
8 OPTICAL FIBERS
-------------------------------------------------------------------------------
STC AND DESIGN Ref: 003585-0011-999 UNITED STATES
SPECTRAN CORPORATION
Reg No: 1,394,797 MAY 27, 1986 ABANDONED
App No: 584,850 OCT 24, 1985
[LOGO]
Classes: 9
8 FIBER OPTICS EQUIPMENT, NAMELY, GLASS CAPILLARY FIBERS AND GLASS
COATED WIRE
-------------------------------------------------------------------------------
53
EXHIBIT A
[FORM OF ACKNOWLEDGMENT AND AGREEMENT]
ACKNOWLEDGMENT AND AGREEMENT
SECURITY AGREEMENT, DATED AS OF DECEMBER 1, 1996, AMONG SPECTRAN CORPORATION,
THE GUARANTORS PARTY THERETO, AND FLEET NATIONAL BANK, AS TRUSTEE (AS MAY BE
AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"SECURITY AGREEMENT")
[DATE]
Reference is made to Section of the Security Agreement as defined
above; capitalized terms used herein and not otherwise defined herein shall have
the meanings specified by the Security Agreement. The undersigned is a
Subsidiary and, in accordance with the terms of the Trust Indenture, is required
to become a party to the Security Agreement. By execution and delivery of this
Acknowledgment and Agreement and, upon acceptance hereof by the Trustee, the
undersigned hereby becomes a party to the Security Agreement for all purposes,
agrees to comply with all of the covenants and agreements of each Obligor set
forth in the Security Agreement as of the date hereof (including, without
limitation, the grant of the security interest contained in Section of the
Security Agreement) and agrees to comply with all other obligations to be
performed by an Obligor under the Security Agreement.
The correct legal name and address of the undersigned and its address
for all communications is set forth on Annex 1 hereto.
This Acknowledgment and Agreement hereby incorporates by reference the
provisions of the Security Agreement, which are deemed to be a part hereof, and
this Acknowledgment and
SPECTRAN CORPORATION SECURITY AGREEMENT
Exhibit A-1
54
Agreement shall also be deemed to be a part of the Security Agreement.
[NAME OF OBLIGOR]
By:______________________
Name:
Title:
Accepted as of the date
first above written:
FLEET NATIONAL BANK, as Trustee
By:____________________________
Name:
Title:
SPECTRAN CORPORATION Exhibit A-2 SECURITY AGREEMENT
55
Annex 1
[NAME AND ADDRESS OF OBLIGOR TO BE ADDED]
SPECTRAN CORPORATION Exhibit A-3 SECURITY AGREEMENT
