AMENDMENT
TO
BUSINESS LOAN AGREEMENT AND PROMISORY NOTE
This Amendment to Business Loan Agreement and Promissory Note is
entered into as of May 9, 2000 (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 March 23,
2000. The parties desire to amend the Agreement and the Note in accordance
with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
"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 percent (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.
"Continuity of Operations" under NEGATIVE CONVENANTS in the
Agreement is amended to read 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, Limited 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 Shareholders 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.
Unless otherwise defined, all capitalized terms in this Amendment shall
be as defined in the Agreement and the Note. Except as amended, 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, and that no
Event of Default has occurred and is continuing. 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/ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Title: President and CEO
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Bank SinoPac, Los Angeles Branch
By: --------------------------------
▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President & GM