August 29, 2005 FabTech, Inc.
Exhibit
10.60
August
29, 2005
FabTech,
Inc.
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Summit, Missouri 64086-5709
Attention:
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Secretary
Dear
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This
Covenant Agreement (this “Agreement”) is entered into as of the date set forth
above between Union Bank of California, N.A., a national banking association
(“Bank”), and FabTech, Inc., a Delaware corporation (“Borrower”), with respect
to each and every extension of credit (whether one or more, collectively
referred to as the “Loan”) from Bank to Borrower.
The
Loan
is evidenced by one or more promissory notes or other evidences of indebtedness,
including each amendment, extension, renewal or replacement thereof, which
are
incorporated herein by this reference (whether one or more, collectively
referred to as the “Note”). Any financial statement required by this Agreement
must be prepared in accordance with generally accepted accounting principles
and
in a form satisfactory to Bank. In consideration of the Loan, Bank and Borrower
agree to the following terms and conditions:
Guaranty
Requirements
Diodes
Incorporated, a Delaware corporation (“Guarantor”), previously executed and
delivered to Bank that certain Continuing Guaranty dated as of April 9, 2004
(“Guaranty”), on Bank’s standard form, in the principal amount of Five Million
Dollars ($5,000,000) (exclusive of accrued interest and Bank’s expenses, for
which Guarantor is also be obligated). Pursuant to the Guaranty, Guarantor
has
unconditionally guaranteed to pay the Obligations (as such term is defined
in
the Guaranty) of Borrower to Bank.
Borrower
Collateral
Borrower’s
obligations and liabilities to Bank under the Note, this Agreement and any
other
document, instrument or agreement executed by Borrower is secured by a first
priority security interest in all or substantially all of Borrower’s personal
property, pursuant to the terms and conditions of a Security Agreement, on
Bank’s standard form, executed by Borrower in favor of Bank. Borrower previously
authorized Bank to file a UCC-1 financing statement describing such collateral
in the office of the Secretary of State of the State of Delaware or any other
jurisdiction desired by Bank. Borrower shall execute and deliver to Bank
such
other documents, instruments and agreements as Bank may reasonably require
in
order to effect fully the purposes of this Agreement.
FabTech,
Inc.
August
29, 2005
Page
2
Guarantor
Collateral
Guarantor’s
obligations and liabilities to Bank under the Guaranty and any other document,
instrument or agreement executed by Guarantor are secured by a first priority
security interest in all or substantially all of Guarantor’s personal property,
pursuant to the terms and conditions of a Security Agreement, on Bank’s standard
form, executed by Guarantor in favor of Bank. By executing the Security
Agreement, Guarantor authorized Bank to file a UCC-1 financing statement
describing such collateral in the office of the Secretary of State of the
State
of Delaware or any other jurisdiction desired by Bank. Borrower shall cause
Guarantor to execute and deliver to Bank such other documents, instruments
and
agreements as Bank may reasonably require in order to effect fully the purposes
of this Agreement.
Cross-Default
Provision
The
occurrence of any Event of Default under the terms and conditions of the
Amended
and Restated Credit Agreement shall constitute a default under this Agreement
and the Note. As used herein, the term “Amended and Restated Credit Agreement”
shall mean that certain Amended and Restated Credit Agreement dated as of
February 27, 2003, by and between Guarantor and Bank, as amended and as at
any
time further amended, supplemented, extended, restated or renewed.
Financial
Information
Borrower
shall provide Bank with such financial statements, lists of property and
accounts, budgets, forecasts, reports and other financial information as
Bank
may from time to time request.
Any
provision contained within this Agreement that is in conflict with any provision
of any prior agreement between Bank and Borrower or Bank and Guarantor shall
supersede such provision of such prior agreement. This Agreement shall replace
and supersede that certain Covenant Agreement dated July 6, 2004, by and
between
Borrower and Bank.
FabTech,
Inc.
August
29, 2005
Page
3
If
Borrower is in agreement with the foregoing terms and conditions, please
sign
and date the enclosed counterpart of this Agreement where indicated below
and
return same to the undersigned as soon as possible.
Sincerely,
“Bank”
UNION
BANK OF CALIFORNIA, N.A.
By: /s/
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Vice
President
Address
where notices to Bank are to be sent:
Union
Bank of California, N.A.
Commercial
Banking Group--
Great
Los
Angeles Division
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Attention:
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Vice
President
Telephone
No.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax
No.:
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Accepted
and Agreed
as
of
August 29, 2005:
“Borrower”
FABTECH,
INC.
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Secretary
Printed
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
FabTech,
Inc.
August
29, 2005
Page
4
Address
where notices to Borrower are to be sent:
FabTech,
Inc.
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▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇’▇
Summit, Missouri 64086-5709
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Secretary
Telephone
No.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax
No.:
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