<PAGE>


                                                                  Exhibit 10.117

                                 FIRST AMENDMENT

         FIRST AMENDMENT (this  "Amendment")  dated as of September 30, 1998, by
and among SpecTran Corporation, a Delaware corporation (the "Company"), and EACH
OF THE  INSTITUTIONS  IDENTIFIED  AS A HOLDER  OF NOTES ON THE  SIGNATURE  PAGES
HEREOF (collectively, the "Noteholders").

1.       Preliminary Statement

         0.1 The Company  entered into those separate Note Purchase  Agreements,
dated as of December 1, 1996 (as in effect  immediately  prior to the  Effective
Date,  collectively,  the  "Existing  Note  Purchase  Agreement"  and as amended
hereby, the "Note Purchase Agreement"),  with,  respectively,  the purchasers of
the Notes  signatory  thereto,  pursuant to which the Company issued and sold to
such  purchasers  $16,000,000 in principal  amount of the Company's 9.24% Senior
Notes due December 26, 2003 and $8,000,000 in principal  amount of the Company's
9.39% Senior Notes due December 26, 2004 (collectively the "Notes").

         0.2 The Company and the  Noteholders  agree to amend the Existing  Note
Purchase Agreement as more particularly set forth in this Amendment.

1.       Defined Terms

         The terms used herein have the meanings  specified in the Existing Note
Purchase Agreement unless otherwise defined herein.

2.       Amendments to Terms of Existing Note Purchase Agreement

         0.1 The  terms of the  Existing  Note  Purchase  Agreement  are  hereby
amended as set forth on Attachment A hereto.

         3.2  The  provisions  of  Section  9.8 of the  Existing  Note  Purchase
Agreement  are  waived  with  respect  to the  amendment  to the Bank  Agreement
attached hereto as Attachment D, provided that such amendment  becomes effective
as of the Effective Date.

3.       Warranties and Representations of the Company

         The Company  represents  and warrants to the holders of the Notes as of
the Effective Date:

                  (a) the Company is duly organized,  validly  existing and in
         good standing in its jurisdiction of incorporation;

                  (b) the Company has the power to enter into this Amendment and
         to perform its obligations hereunder;

                  (c) this  Amendment has been duly  authorized by all necessary
         action on the part of the Company , and this  Amendment  constitutes  a
         legal, valid and binding obligation of the Company  enforceable against
         the Company in accordance with its terms, except as such enforceability
         may be limited by



<PAGE>



                                                        
                      SPECTRAN CORPORATION FIRST AMENDMENT
                    (i)  applicable  bankruptcy,   insolvency,   reorganization,
               moratorium or other similar laws  affecting  the  enforcement  of
               creditors' rights generally, and

                    (ii) general  principles  of equity  (regardless  of whether
               such enforceability is considered in a proceeding in equity or at
               law);

                  (d) neither the  execution  or delivery by the Company of this
                   Amendment  nor  the  performance  by the  Company  of  its  
                   obligations hereunder or under the Financing Documents:

                         (i) will adversely  affect the  enforceability  against
                  the Company of the Financing Documents;

                           (ii) will  require  the  taking of any  action or the
                  giving of any  consent  or  approval  by, or the making or any
                  registration  or filing with,  any  Governmental  Authority or
                  other person  other than such  actions,  consents,  approvals,
                  registrations and filings as have heretofore been taken, given
                  or made (as the case may be);

                           (iii)   will    violate   any    provision   of   any
                  organizational  document of the Company,  or any  provision of
                  any law, rule, regulation, order or decree of any Governmental
                  Authority applicable to the Company; or

<PAGE>


                           (iv) will violate or  constitute a default  under any
                  material agreement to which the Company is a party or by which
                  any of its  Properties  or assets is or may be bound,  or will
                  result  in the  creation  or  imposition  of any  Lien  on the
                  Properties or assets of the Company;

                  (e) (i) neither this Amendment nor any  certificate  furnished
                  in  connection  herewith  nor any other  document or statement
                  furnished to the holders of the Notes in  connection  with the
                  amendments  contemplated  hereby contains any untrue statement
                  of a material fact or omits to state a material fact necessary
                  in order to make the statements  contained  herein and therein
                  not misleading;

                           (ii) there is no fact known to the  Company  that has
                  had or,  so far as the  Company  can now  reasonably  foresee,
                  could  reasonably  be  expected  to have,  a Material  Adverse
                  Effect that has not been publicly disclosed; and

                  (f)  immediately  after  the  effectiveness  hereof  and after
         giving effect hereto, there exists no Default or Event of Default.

4.       Scope and Effect of Amendment

         The terms of this Amendment shall not operate as or constitute a waiver
by any holder of Notes of, or otherwise  prejudice any holder of Notes'  rights,
remedies or powers  under,  the  Existing  Note  Purchase  Agreement,  any other
Financing Document or under applicable law. Except as expressly provided herein,



<PAGE>


                    (a) no terms or  provisions  of the Existing  Note  Purchase
         Agreement are modified or changed by this Amendment, and

                  (b) the terms and  provisions  of the Existing  Note  Purchase
         Agreement continue in full force and effect.

The Company  hereby  acknowledges,  confirms,  reaffirms and ratifies all of its
obligations and duties under the Financing  Documents and all agreements related
thereto.  This  Amendment  does not constitute an agreement or obligation of any
holder of Notes to give its  consent to any future  amendment  of any  Financing
Document or to any future transaction that would,  absent consent of the holders
of the Notes,  constitute a Default or Event of Default  under the Note Purchase
Agreement.  This Amendment may not be  contradicted by evidence of any actual or
alleged prior, contemporaneous or subsequent understandings or agreements of the
parties,  written  or oral,  express  or  implied,  other  than a writing  which
expressly amends or supersedes this Amendment or Financing  Documents.  Upon the
effectiveness of this Amendment, each reference in any Financing Document to any
Note  Purchase  Agreement  shall mean and be a  reference  to the Note  Purchase
Agreement as amended hereby.

<PAGE>


5.       Miscellaneous

         0.1      Governing Law

         This Amendment is governed by the internal laws of the  Commonwealth of
Massachusetts  and shall be construed and enforced in accordance  with,  and the
rights of the parties shall be governed by, the laws of such State.

5.1      Successors and Assigns

         This  Amendment  shall bind and inure to the benefit of the  respective
successors and assigns of the Company and the holders of the Notes.

5.2      Expenses

         The Company will pay, or cause to be paid, the reasonable out-of-pocket
costs and expenses of each holder of Notes in connection with entering into this
Amendment and the  consummation of all  transactions  contemplated  hereby.  The
obligations  of the Company under this Section 6.3 shall survive  payment of any
Note issued under the Note Purchase Agreement.

5.3      Effectiveness

         This Amendment may be executed in one or more counterparts and shall be
effective, as of the date hereof (the "Effective Date"), when

                    (a) at least one counterpart shall have been executed by the
          Company and holders of Notes  constituting the Required  Holders, and



<PAGE>


                  (b)  the  Company   shall  have  complied  with  each  of  the
         conditions precedent set forth on Attachment B hereto to the reasonable
         satisfaction of the Required Holders.

      [Remainder of page intentionally blank. Next page is signature page.]


<PAGE>



     SPECTRAN CORPORATION FIRST AMENDMENT IN WITNESS WHEREOF, the parties hereto
have caused this  Amendment to be executed on their behalf by a duly  authorized
officer  or  agent  thereof,  as the case may be,  as of the  date  first  above
written.

                                               Very truly yours,

                                               SPECTRAN CORPORATION






                                                 By: ---------------------------

                                                 Name:

                                                 Title:


<PAGE>


Holder of Notes:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY



By: ----------------------------------

         Name:

         Title:

CM LIFE INSURANCE COMPANY



By: -----------------------------------

         Name:

         Title:


<PAGE>


J ROMEO & CO.



By: ----------------------------------

         Name:

         Title:



<PAGE>


PACIFIC LIFE INSURANCE COMPANY



By: -----------------------------------

         Name:

         Title:



By: -----------------------------------

         Name:

         Title:


<PAGE>




                                 Attachment A-7
                      SPECTRAN CORPORATION FIRST AMENDMENT
                                  ATTACHMENT A
                                    AMENDMENT



     1. A new  Section  8.10 is  hereby  added  to the  Existing  Note  Purchase
Agreement as set forth below:

         8.10     Offer to Pay upon Receipt of Proceeds

                  (a)  Offer.  If the  Company is  required  to make an offer to
         prepay the Notes in accordance  with Section 10.8 such offer will be in
         writing and will

                           (i)      refer to this Section 8.10 and Section 10.8,

                           (ii) include the information  required in the notices
                  delivered  pursuant  to Section  10.8 in  connection  with the
                  transactions giving rise to the offer to prepay,

                           (iii)  specify  the  prepayment  date (the  "Proceeds
                  Prepayment  Date"),  which  shall not be less than 5  Business
                  Days after,  nor more than 10 Business Days after, the date of
                  such offer, and which shall on or before the repayment of Debt
                  giving  rise to the  requirement  to make an offer  under this
                  Section 8.10,

                           (iv)  specify  the last date upon which the offer can
                  be accepted or rejected, and state the consequences of failing
                  to provide an acceptance or rejection,  as provided in Section
                  8.10(b),

<PAGE>


                           (v) specify  the amount of such offer (as  determined
                  in  accordance  with  Section  10.8,  the  "Proceeds   Payment
                  Amount"),  the minimum ratable share of such Proceeds  Payment
                  Amount  payable in respect of each Note (such minimum  ratable
                  share to be determined on the basis of the aggregate principal
                  amount  of all  Notes  outstanding  immediately  prior  to the
                  making of such  offer) and the  principal  amount of each Note
                  offered to be prepaid on such Proceeds Prepayment Date,

                           (vi) specify the amount of interest that would be due
                  on each Note offered to be prepaid,  accrued to such  Proceeds
                  Prepayment Date, and

                           (vii) be  executed by a Senior  Financial  Officer of
                  the Company.

                  (b)  Acceptance,  Rejection.  To accept or reject such offered
         payment,  a holder of Notes shall cause a notice of such  acceptance or
         rejection to be delivered to the Company at no later than 5 p.m. on the
         second preceding Business Day prior to the Proceeds  Prepayment Date. A
         failure to respond  to any such  offer of payment as  provided  in this
         Section  8.5(b) shall be deemed to  constitute  an  acceptance  of such
         offer.



<PAGE>


                  (c) Payment.  The Company shall pay to each holder which shall
         have  accepted  such offer a principal  amount  equal to such  holder's
         ratable share of the Proceeds  Payment Amount (such ratable share to be
         determined on the basis only of the aggregate  principal  amount of the
         Notes  outstanding  immediately prior to the making of such offer which
         shall have  accepted such offer) at 100% of such  principal  amount and
         interest thereon accrued to such Proceeds Prepayment Date, shall become
         due and payable on such Proceeds  Prepayment  Date.  The Company shall,
         promptly  after making such  payment,  notify in writing all holders of
         Notes of the payment amount,  and the name of each holder, of any Notes
         prepaid under this Section 8.10.

                  (d) Effect on Required Payments. The amount of each payment of
         the  principal of the Notes made  pursuant to this Section 8.5 shall be
         applied  against  and  reduce  each  of the  then  remaining  principal
         payments  due  pursuant  to Section  8.1 by a  percentage  equal to the
         aggregate  principal  amount  of  the  Notes  so  paid  divided  by the
         aggregate  principal amount of the Notes outstanding  immediately prior
         to such payment.

                  (e) Payment of  Make-Whole  Amounts.  If a  prepayment  of the
         principal  of the  Notes  is made  under  this  Section  8.10  from the
         proceeds of Asset Dispositions,  then,  notwithstanding anything to the
         contrary in this  Section  8.10,  no  Make-Whole  Amount will be due in
         connection therewith and no calculation of any Make-Whole Amounts shall
         be required.

<PAGE>


     2. Section 10.4 of the Existing Note Purchase  Agreement is amended to read
in full as follows:

         10.4     Maintenance of Consolidated Net Worth.

         On and after April 1, 2000,  the Company will not, at any time,  permit
Consolidated Net Worth to be less than the sum of

                  (a)      Consolidated Net Worth as of December 31, 1999, plus

                  (b) an aggregate  amount equal to 50% of its  Consolidated Net
         Income  (but,  in  each  case,  only if a  positive  number)  for  each
         completed fiscal year beginning with the fiscal year ended December 31,
         2000 plus

                  (c) the net  proceeds  of all sales of equity  securities  (or
         convertible  securities upon  conversion) by and of the Company and the
         Subsidiaries (other than sales to the Company or a Subsidiary) received
         by the Company and the Subsidiaries after December 31, 1999.



3. Section 10.5 of the Existing Note Purchase  Agreement is amended to read
in full as follows:

         10.5     Limitation on Debt.

                  (a) Funded Debt. On and after April 1, 2000,  the Company will
         not,  and will not  permit  any of its  Subsidiaries  to,  directly  or
         indirectly,  create,  incur,  assume,  guarantee,  or otherwise  become
         directly or indirectly liable with respect to, any Funded Debt, except

                         (i)the   Notes  and  Debt   incurred   under  the  Bank
                    Agreement,



<PAGE>


                           (ii) Funded Debt  outstanding on the Closing Date and
                  identified  on Schedule  5.15,  and  renewals  and  extensions
                  thereof,  provided  that the  amount of any such  Funded  Debt
                  outstanding  is not increased in connection  with such renewal
                  or extension, and

                           (iii) other Funded  Debt,  so long as on the date the
                  Company or such Subsidiary  becomes liable with respect to any
                  such Funded Debt and  immediately  after giving effect thereto
                  and the concurrent retirement of any other Funded Debt,

                                 (A) no Default or Event of Default exists, and

                                 (B) Consolidated Funded Debt does not exceed
                           325% of Consolidated  Cash Flow determined in respect
                           of the  period  of 12  consecutive  months  then most
                           recently ended.

                  (b) Net Debt. On and after April 1, 2000, the Company will not
         at any time permit  Consolidated Net Debt to exceed 55% of Consolidated
         Total Adjusted Capitalization.

                  (c)  Subsidiaries.  For the purposes of this Section 10.5, any
         Person becoming a Subsidiary after the date hereof shall be deemed,  at
         the time it  becomes a  Subsidiary,  to have  incurred  all of its then
         outstanding Debt, and any Person  extending,  renewing or refunding any
         Debt  shall be  deemed to have  incurred  such Debt at the time of such
         extension, renewal or refunding.

<PAGE>


4. Section 10.6 of the Existing Note Purchase  Agreement is amended to read
in full as follows:

         10.6     Fixed Charge Coverage.

         On and after April 1, 2000,  the Company will not, at any time,  permit
Consolidated  Earnings  Available  for  Fixed  Charges  to be less  than 300% of
Consolidated Fixed Charges,  in each case determined in respect of the period of
12 consecutive months then most recently ended.



5. Section 10.7 of the Existing Note Purchase  Agreement is amended to read
in full as follows:

         10.7     Sale of Assets.

         On and after April 1, 2000, and except as permitted under Section 10.2,
the Company will not, and will not permit any of its  Subsidiaries  to, make any
Asset Disposition unless:

                  (a)      such Asset Disposition is the JV Transfer; or

                  (b) (i) in the good faith  opinion of the  Company,  the Asset
                  Disposition  is in exchange  for  consideration  having a Fair
                  Market Value at least equal to that of the property  exchanged
                  and is in the best interest of the Company or such Subsidiary;



<PAGE>


                            (ii)  immediately  after giving  effect to the Asset
                            Disposition,  no Default or Event of Default would 
                            exist; and

                           (iii) (A) the Disposition  Value of all property that
                           was the subject of any Asset Disposition  (other than
                           the JV Transfer) occurring in the then current fiscal
                           year  of  the   Company   would  not  exceed  10%  of
                           Consolidated  Assets  as of the end of the then  most
                           recently ended fiscal year of the Company, and

                                    (B) the  Disposition  Value of all  property
                           that was the subject of any Asset Disposition  (other
                           than  the JV  Transfer)  occurring  on or  after  the
                           Closing  Date would not  exceed  25% of  Consolidated
                           Assets as of the end of the then most recently  ended
                           fiscal quarter of the Company.

If,  and  solely to the  extent  that,  the Net  Proceeds  Amount  for any Asset
Disposition  is  applied  to  a  Debt  Prepayment   Application  or  a  Property
Reinvestment Application within 365 days after such Asset Disposition, then such
Asset Disposition,  only for the purpose of determining  compliance with Section
10.7(b)(iii) as of any date,  shall to the extent of such  application be deemed
not to be an Asset Disposition.

<PAGE>


6. A new  Section  10.8 is  hereby  added  to the  Existing  Note  Purchase
Agreement as set forth below:

         10.8     Application of Proceeds of Certain Transactions

                  (a) Notice.  The Company shall notify the holders of the Notes
         of the receipt of moneys or  property by the Company or any  Subsidiary
         as a result of an Asset  Disposition,  the  incurrence of Debt owing to
         any Person other than the Bank or a holder of Notes, or the issuance of
         equity interests in the Company or any Subsidiary,  within two Business
         Days after such receipt. Such notice shall

                           (i) set forth the  amount  of the gross  proceeds  of
                  such  transaction,  and the net proceeds  (net of  transaction
                  costs and together with any investment  earnings thereon,  the
                  AProceeds@), which, in the case of property received, shall be
                  the Fair Market Value of such property,

                         (ii) set forth in detail the use of the proceeds, which
                    shall be one or more of

                    (A)  investment  in  long-term  assets  to be  used  in  the
                    business of the Company and the Subsidiaries, and

                    (B)  the   repayment   of  Debt  of  the   Company  and  the
                    Subsidiaries, and



<PAGE>


                    (C)  investment  in  Short-Term   Investments   pending  the
                    acquisition  of such  long-term  assets or the  repayment of
                    such Debt, and

                         (iii) be certified as true and correct by an authorized
                    officer of the Company.

         If, after the delivery of such notice,  the Company  becomes aware that
         such notice no longer sets forth the gross proceeds, Proceeds or use of
         the proceeds of such  transaction  accurately in any material  respect,
         then the  Company  shall,  within  three  Business  Days of becoming so
         aware, deliver a revised notice to the holders of the Notes.

                  (b) Use of Proceeds.  If the Company applies  Proceeds for the
         repayment of Debt other than the Notes or the payment during the period
         beginning on April 1, 2000 and ending on April 30, 2000, inclusive,  of
         Debt outstanding under the Bank Agreement,  then the Company shall make
         an offer of prepayment of the Notes in accordance  with Section 8.10 in
         respect of such application in an amount not less than

                         (i) the amount of such  Proceeds so applied  multiplied
                    by

<PAGE>

                           (ii) the principal amount of the Notes outstanding on
                  the date of such  application  divided by the principal amount
                  of  such   Debt   outstanding   immediately   prior   to  such
                  application.

         Payments  made to the  holders of the Notes  pursuant  to this  Section
         10.8(b)  shall be in  immediately  available  funds  by wire  transfer,
         regardless of the form or nature of the Proceeds.

                         (c) Security  Interest.  At all times when Proceeds are
                    being held in the form of Short-Term Investments,

                           (i) such  Proceeds  shall be deposited by the Company
                  with the  Security  Trustee  (immediately  upon receipt by the
                  Company),   as  security   for  the  payment  of  the  Secured
                  Obligations (as defined in the Trust Indenture),

                           (ii) the Security  Trustee  shall  maintain a deposit
                  account  and  investment  account  solely for the  Proceeds of
                  Asset   Dispositions   and  a  separate  deposit  account  and
                  investment  account for  Proceeds  derived from other types of
                  transactions;

                           (iii) the  Company  shall  take such  action  (at its
                  expense) and execute and deliver such documents and agreements
                  as reasonably  requested by the Security Trustee, the Required
                  Holders or the Bank to perfect the Security Trustee's security
                  interest in such Proceeds,

                           (iv) the Security  Trustee shall invest such Proceeds
                  as directed by the Company in Short-Term Investments,  so long
                  as the Security Trustee retains a perfected  security interest
                  in such investments, and



<PAGE>


                           (v) the Company  will notify the holders of the Notes
                  and the  Bank  not  less  than  five  Business  Days  prior to
                  delivering  any direction to the Security  Trustee to disburse
                  such  Proceeds for the purpose of  purchasing  such  long-term
                  assets or paying Debt of the Company or the Subsidiaries.

                  (d)  Subject  to  Security  Documents.  This  Section  10.8 is
         subject to the Security Documents,  and to the extent that this Section
         10.8 shall  conflict  therewith,  the terms of the  Security  Documents
         shall control.

                  (e) Debt Prepayment Applications. Debt Prepayment Applications
         shall be, for  purposes of  determining  compliance  with this  Section
         10.8, deemed to be payments of the Notes under Section 8.10.



7. A new  Section  10.9 is  hereby  added  to the  Existing  Note  Purchase
Agreement as set forth below:

         10.9     Incorporation of Bank Covenants

         From September 30, 1998 to March 31, 2000,  inclusive,  the Company and
the  Subsidiaries  will  comply with  Section 6  (exclusive  of Section  6.2(r),
Section  6.2(s) and Section  6.2(t)  thereof) of the form of the Bank  Agreement
(including,   in  determining  such  compliance,   all  defined  terms  and  all
cross-referenced  sections set forth  therein)  attached to that  certain  First
Amendment to the Note  Purchase  Agreement,  dated as of September  30, 1998, as
Attachment D (as amended by the First  Amendment to the Bank Agreement  included
in such  Attachment  D),  and  such  Section  6 shall  be  deemed  to have  been
incorporated  herein by reference.  For the avoidance of doubt, it is understood
that

<PAGE>

                  (i)  amendments  by the parties to the Bank  Agreement  of the
         Bank  Agreement  made after the  effectiveness  of the First  Amendment
         shall  have  no  effect  on  the  form  of  the  Bank  Agreement  as so
         incorporated hereby, and

                  (ii) if a Default or an Event of  Default  exists on March 31,
         2000 under any of such incorporated Sections,  such Default or Event of
         Default  will  continue  after  March  31,  2000  if and  for  so  long
         thereafter as the Company or any Subsidiary is obligated in any respect
         under the Bank Agreement.


8. A new  Section  10.10 is  hereby  added to the  Existing  Note  Purchase
Agreement as set forth below:

         10.10    Other Covenants

         The Company shall not, nor shall it permit any Subsidiary to,

                         (a) enter into any  amendment of any term of payment of
                    any  Debt  (other  than the  Notes)  of the  Company  or any
                    Subsidiary, or


<PAGE>


                         (b) pay any Debt  (other  than the Notes in  accordance
                    with the provisions  hereof) during the  continuation  of an
                    Event of Default.



9. A new  Section  10.11 is  hereby  added to the  Existing  Note  Purchase
Agreement as set forth below:

         10.11    Further Assurances Regarding Collateral, Etc.

         The Company  shall  satisfy at the  Company's  expense,  on or prior to
January 15,  1999,  each of the  conditions  set forth on  Attachment  C to that
certain First  Amendment to the Note Purchase  Agreement,  dated as of September
30, 1998, in the reasonable  opinion of the Required  Holders,  which reasonable
opinion shall be evidenced solely by a written  affirmation of such satisfaction
delivered by the Required Holders on or prior to January 15, 1999.


10. The  following  defined terms are hereby added to Schedule B to the Existing
Note Purchase Agreement in the appropriately alphabetical locations:

         Proceeds B is defined in Section 10.9.

         Proceeds Payment Amount B is defined in Section 8.10.

         Proceeds Prepayment Date B is defined in Section 8.10.

<PAGE>

         Short-Term  Investments B means  investments that maximize total return
within  the  confines  of  a  short  to  average  overall  maturity   framework.
AShort-Term   Investments will  be  US  Governments,   domestic   corporates,
asset-backed  paper (AAA rated),  Govt Agency  mortgage-backed  paper  including
short  term  CMO's  and Govt  Agency  backed  short-term  floating  rate  paper.
Positions  required for liquidity needs will be held in high grade short-term or
money market balances.  The horizon on these investments will be approximately a
for immediate  liquidity  needs (if  necessary),  approximately a to be used for
intermediate  term  purposes,  and the remaining  approximately  a for long term
expansion  purposes.  The Company will have full authority and discretion on all
investment changes.


<PAGE>




                                 Attachment B-1
                      SPECTRAN CORPORATION FIRST AMENDMENT
                                  ATTACHMENT B
                              CONDITIONS PRECEDENT

1. The Company  shall pay all legal fees and  expenses of the  Noteholders'
counsel incurred in connection herewith

2. The Company shall pay an amendment fee in the aggregate amount of $150,000 to
the  Noteholders,  to be allocated  among the  Noteholders  in proportion to the
aggregate  principal  value of their Notes,  in  immediately  available  federal
funds.

3. The Company  shall have entered  into an  amendment to the Bank  Agreement in
form  attached  hereto as  Attachment  D. The Company shall have provided to the
holders of the Notes a copy of the Bank Agreement and all related documentation,
as in effect on the Effective Date (including such amendment), certified as true
and correct by an authorized officer of the Company.

4.  The  Company  shall  provide  the  Noteholders'  with  evidence   reasonably
satisfactory to the Noteholders' of the consent of the Bank to this Amendment.


<PAGE>




                                 Attachment C-2
                      SPECTRAN CORPORATION FIRST AMENDMENT
                                  ATTACHMENT C
                              CONDITIONS SUBSEQUENT

The  Company  will  provide  to  counsel  for the  Noteholders  and the Bank the
following:

1.       Recent Federal and State Tax Lien Searches against the Company.

2. Composite Certificate of Secretary of SpecTran with attached:

         2.1      Certificate of Incorporation with all amendments (certified to
                  by the Delaware  Secretary of State)
         2.2      By-Laws
         2.3      Votes

3.  Certificate of Legal  Existence and Good Standing for SpecTran issued by the
Delaware Secretary of State

4. Certificate of  Qualification  To Do Business in  Massachusetts  for SpecTran
issued by the Massachusetts Secretary of State

<PAGE>


5.  Opinion  of  Counsel  to  the  Company  and  the  Subsidiaries,   reasonably
satisfactory to the Required Holders, opining as to

                  (i) due authorization , execution, and delivery of documents
                  by the  Company  and the  Subsidiaries, and the enforceability
                  thereof,

                  (ii) absence of government  approvals or filings in connection
                  therewith,  other than with respect to security  interests and
                  liens, and

                  (iii)  proper  form  and  recording  of  security   interests,
                  mortgages and the like in the  Massachusetts,  Connecticut and
                  the U.S. Patent and Trademark Office.

6. Copies of Amendment executed with the Bank.

70       Amendments to the following to reflect changes to secured obligations:

         7.1      Mortgage, Assignment of Rents and Security Agreement
         7.2      Open-End Mortgage, Assignment of Rents and Security Agreement
         7.3      Guaranty Agreement
         7.4      UCC-1's
         7.5      Trademark and Patent Filings

80       Landlord waivers and consents on all leased real estate.

90       Title  Insurance   Policies  and/or   Endorsements  to  existing  Title
         Insurance Policies to reflect changes to secured obligations.



<PAGE>


100      UCC Searches against the Company and each Subsidiary from:

         10.1     Massachusetts Secretary of State
         10.2     Sturbridge Town Clerk
         10.3     Connecticut Secretary of State
         10.4     Additional filing locations as may be reasonably specified by 
                  counsel to the Noteholders.

110      Confirmation of secured position of Bank and Noteholders

120      Covenant Compliance Certificate as of September 30, 1998

130      Duly authorized, executed and delivered documents amending the Security
         Documents  to the extent  deemed  reasonably  necessary by the Required
         Holders or the Security Trustee.

140      Payment  of all legal  fees and  expenses  of counsel to the
         Noteholders (promptly upon receipt of a bill therefor)


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                                  ATTACHMENT D
                         BANK AGREEMENT (WITH AMENDMENT)