EXHIBIT 10.4D
EQUIPMENT REFINANCE NOTE
$4,650,000 San Jose, California
Date: October 2, 1997
ISE LABS, INC., ISE TECHNOLOGY, INC. and DIGITAL TESTING SERVICES, INC.
(collectively, "Borrower"), for value received, hereby promises to pay to the
order of COMERICA BANK-CALIFORNIA ("Bank"), in lawful money of the United States
of America, pursuant to that certain Loan and Security Agreement dated as of
October 2, 1997, by and between Borrower and Bank (the "Loan Agreement"), (i)
the principal amount of $4,650,000 or, if lesser, (ii) the principal amount of
the Equipment Refinance Advance.
This Note is one of the Notes referred to in the Loan Agreement. All
terms defined in the Loan Agreement shall have the same definitions when used
herein, unless otherwise defined herein.
Borrower further promises to pay interest on the Equipment Refinance
Advance hereunder in like funds on the principal amount hereof from time to time
outstanding from the date hereof until paid in full, at a rate or rates per
annum and payable on the dates determined pursuant to the Loan Agreement.
Payment on this Note shall be applied in the manner set forth in the
Loan Agreement. The Loan Agreement contains provisions for acceleration of the
maturity of the Equipment Refinance Advance hereunder upon the occurrence of
certain stated events and also provides for optional and mandatory prepayments
of principal hereof prior to any stated maturity upon the terms and conditions
therein specified.
The Equipment Refinance Advance made by Bank to Borrower pursuant to the
Loan Agreement shall be recorded by Bank on the books and records of Bank. The
failure of Bank to record the Equipment Refinance Advance or any prepayment or
payment made on account of the principal balance hereof shall not limit or
otherwise affect the obligation of Borrower under this Note and under the Loan
Agreement to pay the principal, interest and other amounts due and payable under
the Equipment Refinance Advance.
Any principal or interest payments on this Note not paid when due,
whether at stated maturity, by acceleration or otherwise, shall bear interest at
the Default Rate.
Upon the occurrence of a default hereunder or an Event of Default under
the Loan Agreement, all unpaid principal, accrued interest and other amounts
owing hereunder shall, at the option of Bank, be immediately collectible by on
behalf of Bank pursuant to the Loan Agreement and applicable law.
Borrower waives presentment and demand for payment, notice of dishonor,
protest and notice of protest of this Note, and shall pay all costs of
collection when incurred, including reasonable attorney's fees, costs and
expenses. The right to plead any and all statutes of limitations as a defense to
any demand hereunder is hereby waived to the full extent permitted by law.
The amount of this Note is secured by the Collateral identified and
described as security therefor in the Loan Agreement.
This Note shall be governed by, and construed and enforced in accordance
with, the laws of the State of California, excluding conflicts of laws
principles that would cause the application of the laws of any other
jurisdiction.
The provisions of this Note shall inure to the benefit of and be binding
upon any successor to Borrower and shall extend to any holder hereof.
DIGITAL TESTING SERVICES, INC. ISE ELABS, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxx
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Title: President Title: President
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ISE TECHNOLOGY, INC.
By: /s/ Xxxxx Xxxxx
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Title: President
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