AMENDMENT
TO
BUSINESS LOAN AGREEMENT AND PROMISSORY NOTE
This amendment to Business Loan Agreement and Promissory Note is
entered into as of November 8, 1999 (the "Amendment"), by and between Bank
SinoPac, Los Angeles Branch (the "Lender") and Integrated Packaging Assembly
Corporation (the "Borrower").
RECITALS
Borrower and Lender are parties to that certain Business Loan
Agreement (the "Agreement") and Promissory Note (the "Note") dated as of
July 23, 1999. The parties desire to amend the Agreement and Note in
accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. "Change in Ownership" under DEFAULT in the Agreement and the
Note is amended to read as follows:
Change in Ownership. Any change in the percentage ownership of
the fully converted diluted equity of the Borrower held by any individual
stockholder of twenty-five (25%) or more of the fully converted diluted
equity of the Borrower when compared to the percentage ownership as of July
23, 1999. The majority ownership by Orient Semiconductor Electronics, Ltd.
is never less than 51% of the fully converted diluted equity.
2. "Continuity of Operations" under NEGATIVE COVENANTS in the
Agreement is amended as follows:
Continuity of Operations. (1) Engage in any business
activities substantially different than those in which Borrower is presently
engaged. (2) cease operations, liquidate, merger, transfer, acquire or
consolidate with any other entity (other than acquisitions or mergers in
which the consideration is primarily Borrower's capital stock), change its
name, dissolve or transfer or sell Collateral out of the ordinary course of
business, or (3) pay any dividends on Borrower's stock (other than dividends
payable in its stock, and other than dividends payable under the 4,000,000
shares of Series A Convertible Preferred Stock purchased by Orient
Semiconductor Electronics, Ltd. on April 29, 1999), provided, however, that
notwithstanding the foregoing, but only so long as no Event of Default has
occurred and is continuing or would result from the payment of dividends, if
Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue
Code of 1986, as amended), Borrower may pay cash dividends on its stock to
its shareholders from time to time in amounts necessary to enable the
shareholders to pay income taxes and make estimated income tax payments to
satisfy their liabilities under federal and state law which arise solely
from their status as Shareholder of a Subchapter S Corporation because of
their ownership of shares of Borrower's stock, or purchase or retire any of
Borrower's outstanding shares or alter or amend Borrower's capital
structure.
3. Unless otherwise defined, all capitalized terms in this
Amendment shall be as defined in the Agreement and the Note remains in full
force and effect. Borrower represents and warrants that the Representations
and Warranties contained in the Agreement are true and correct as of the
date of this Amendment. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the first date above written.
Integrated Packaging Assembly Corporation
By: /S/ F. T. ▇▇▇▇▇▇
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Title: Controller / CAO
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Bank SinoPac, Los Angeles Branch
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: VP & DGM
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