EXHIBIT 10.28
ACCOUNTS RECEIVABLE PURCHASE MODIFICATION AGREEMENT
This Accounts Receivable Purchase Modification Agreement is entered
into as of December 15, 1998, by and between Integrated Packaging Assembly
Corporation (the "Seller") whose address is 0000 Xxx Xxxxxxx Xxxx, Xxx Xxxx,
Xxxxxxxxxx 00000 and Silicon Valley Financial Services, a division of
Silicon Valley Bank ("Buyer"), whose address is 0000 Xxxxxx Xxxxx, Xxxxx
Xxxxx, XX 00000.
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which
may be owing by Seller to Buyer, Seller is indebted to Buyer pursuant to,
among other documents, a Accounts Receivable Purchase Agreement, dated
October 9, 1998, by and between Seller and Buyer (the "Accounts Receivable
Purchase Agreement") and further modified by that Accounts Receivable
Purchase Modification Agreement dated December 8, 1998. Capitalized terms
used without definition herein shall have the meanings assigned to them in
the Accounts Receivable Purchase Agreement.
Hereinafter, all indebtedness owing by Seller to Buyer shall be referred to
as the "Indebtedness" and the Accounts Receivable Purchase Agreement and
any and all other documents executed by Seller in favor of Buyer shall be
referred to as the "Existing Documents".
2. DESCRIPTION OF CHANGE IN TERMS.
Modification(s) to Accounts Receivable Purchase Agreement, effective as
of the date first written above:.
The following shall be added Section 6.2.:
(I) Quarterly, Seller agrees to provide Buyer with an Account
Receivable Audit (the "Audit"). The Audit is to be performed at Seller's
expense by an acceptable party (the "Auditor") to Buyer.
(J) Seller shall provide Buyer with an accounts payable report
from Seller's Account Debtor's consisting of open invoices to Seller, which
equates to 20% of Seller's Account Balance, on a monthly basis to be
received by Buyer no later than the tenth day following each calendar month.
(K) Seller shall provide Buyer with an invoice and purchase order
for those certain receivables that Seller wishes Buyer to purchase.
3. CONSISTENT CHANGES. The Existing Documents are each hereby amended
wherever necessary to reflect the changes described above.
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4. NO DEFENSES OF SELLER. Seller agrees that, as of this date, it has no
defenses against the obligations to pay any amounts under the Indebtedness.
5. CONTINUING VALIDITY. Seller understands and agrees that in modifying
the existing Indebtedness, Buyer is relying upon Seller's representations,
warranties, and agreements, as set forth in the Existing Documents. Except
as expressly modified pursuant to this Accounts Receivable Purchase
Modification Agreement, the terms of the Existing Documents remain unchanged
and in full force and effect. Buyer's agreement to modifications to the
existing Indebtedness pursuant to this Accounts Receivable Purchase
Modification Agreement in no way shall obligate Buyer to make any future
modifications to the Indebtedness. Nothing in this Accounts Receivable
Purchase Modification Agreement shall constitute a satisfaction of the
Indebtedness. It is the intention of Buyer and Seller to retain as liable
parties all makers and endorsers of Existing Documents, unless the party is
expressly released by Buyer in writing. No maker, endorser, or guarantor
will be released by virtue of this Accounts Receivable Purchase Modification
Agreement. The terms of this paragraph apply not only to this Accounts
Receivable Purchase Modification Agreement, but also to any subsequent
Accounts Receivable Purchase modification agreements.
This Accounts Receivable Purchase Modification Agreement is executed as of
the date first written above.
SELLER: BUYER:
Integrated Packaging Assembly Silicon Valley Financial Services,
Corporation a division of Silicon Valley Bank
By: By:
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Name: Name:
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Title: Title:
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