AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This amendment to Loan and Security Agreement is entered into as of
September 17, 1999 (the "Amendment"), by and between Bank SinoPac, Los
Angeles Branch and Far East National Bank (individually, a "Lender" and
collectively, the "Lenders") and Integrated Packaging Assembly Corporation
("Borrower").
RECITALS
Borrower and Lender are parties to that certain Loan and Security
Agreement dated as of September 17, 1999, as amended (the "Agreement"). The
parties desire to amend the Agreement in accordance with the terms of this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Section 6.3 is amended to read as follows:
6.3 Financial Statements, Reports, Certificates. Borrower
shall deliver to Servicing Agent: (a) as soon as available, but in any
event within thirty (30) days after the end of each month, agings of
accounts receivable and accounts payable, in a form reasonably
acceptable to Servicing Agent and certified by a Responsible Officer;
(b) within fifteen (15) days of filing, copies of all statements,
reports and notices sent or made available generally by Borrower to
its security holders or to any holders of Subordinated Debt and all
reports on Form 10-K (including audited annual financial statements
and an unqualified opinion (except for a "going concern" exception)
from Borrower's independent certified public accountants), 10-Q
(including quarterly financial statements) and 8-K filed with the
Securities and Exchange Commission; ( c) as soon as available, but in
any event within sixty (60) days of the last day of each fiscal
quarter, Guarantor's quarterly financial statements; (d) as soon as
available, but in any event within one hundred twenty (120) days of
the last day of each fiscal year, audited annual financial statements
of Guarantor and an unqualified opinion from Guarantor's independent
certified public accountants; (e) promptly upon receipt of notice
thereof, a report of any legal actions pending or threatened against
Borrower or any Subsidiary that could result in damages or costs to
Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000)
or more, and (f) such budgets, financial forecasts, operating plans or
other financial information as Bank may be reasonably request from
time to time. Borrower shall deliver to Bank with the quarterly
financial statements a Compliance Certificate signed by a Responsible
Officer in substantially the form of Exhibit D hereto.
2. Section 7.11 is amended to read as follows:
7.11 Inventory. Store the Inventory with a bailee,
warehouseman, or similar party unless Servicing Agent has received a
pledge of any warehouse receipt covering such Inventory. Except for
Inventory sold in the ordinary course of business and except for such
other locations as Bank may approve in writing, Borrower shall keep
the Inventory only at its principal place of business and such other
locations of which Borrower gives Servicing Agent prior written notice
and as to which Borrower signs and files a financing statement where
needed to perfect Servicing Agent's security interest.
3. Unless otherwise defined, all capitalized terms in this
Amendment shall be as defined in the Agreement. Except as amended,
the Agreement 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/ X. Xxxxxxxxx
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Title: CEO
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BANK SINOPAC, LOS ANGELES BRANCH
By: /S/ Xxxxxx Xxxxx
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Title: VP
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FAR EAST NATIONAL BANK
By: Xxxxxx Xxxxxx
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Title: AVP
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