EXHIBIT 10.4
FIRST AMENDMENT
TO
JOINT VENTURE AGREEMENT
This First
Amendment to Joint Venture Agreement (this "Amendment") is
entered into as of March 28, 2005, by and
between Parlex Asia Pacific Ltd.,
a corporation organized under the laws of
Hong Kong and having its
registered office at 2802 Admiralty Centre
Tower One, 18 Harcourt Road,
Hong Kong ("Parlex"), and Infineon
Technologies Asia Pacific Pte. Ltd., a
corporation organized under the laws of
Singapore and having its registered
office at 168 Kallang Way, Singapore
("Infineon").
WHEREAS,
the parties hereto are parties to that certain Joint Venture
Agreement, dated as of December 22, 2004
(the "Agreement"), establishing
the rights and obligations arising in
connection with the parties joint
ownership and management of new entities
that shall be created under the
laws of Hong Kong and the People's Republic
of China for the purpose of
supplying Infineon with FCOSTM substrate
and flip chip module substrate
material; and
WHEREAS,
the parties have agreed to amend the Agreement as provided
herein.
NOW
THEREFORE, in consideration of the mutual promises and
covenants
herein set forth and as set forth in the
Agreement, and for other good and
valuable consideration, the receipt and
sufficiency of which the parties
hereby acknowledge, each to the other, the
parties hereto agree as follows:
1.
Modification to Section 1.5
---------------------------
Section
1.5 of the Agreement shall be amended to read as follows:
1.5
"Long Stop Date"
means 1 July 2005.
2.
Modification to Section 2.1(b)
------------------------------
The second
sentence of Section 2.1(b) of the Agreement shall be
amended to read as follows:
The
parties acknowledge and understand that the process to apply
for
the issuance of a business license and to
register NewCo may take
approximately 160 days, but Parlex shall
exercise its best efforts to
procure the issuance of a business license
and to register NewCo.
3. 3.
Modification to Section 4.5
---------------------------
Section
4.5 of the Agreement shall be amended to read as follows:
The Board
of Directors of HoldCo shall assess NewCo's cash flow and
financial situation on a quarterly basis.
If the Board of
Directors of
HoldCo by unanimous decision determines
that NewCo requires additional
capital contributions, it shall by written
notice to the Parties call for
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the Parties to subscribe for additional
shares of HoldCo in proportion to
their respective pro rata shareholding
based on the total number of issued
shares of HoldCo then outstanding.
To the extent a party
does not fully
subscribe for its pro rata share of such
additional shares, the remaining
party shall be entitled to purchase any of
such unsubscribed shares in
proportion to its pro rata shareholding and
then the respective pro-rata
shareholding of the party not fully
subscribing for its pro rata share of
such additional shares shall be decreased
in the proportion which its
failure to purchase additional shares bears
to the entire capitalization of
HoldCo. Each party agrees (i) to advise
HoldCo of its intention to
subscribe to its pro rata share of any
additional shares at the earliest
practicable date and in any event within
thirty (30) days following a
determination by the Board of Directors of
HoldCo in accordance with Section
4(4) of the Rules of Procedure requesting
an additional capital contribution
and (ii) to pay the purchase price in cash
for such shares not later than
thirty (30) days thereafter.
4.
Modification to Section 5.3.2
