Exhibit 10.55

Union Bank of California

July 6, 2004

FabTech, Inc.

777 N.W. Blue Parkway, Suite 350

Lee’s Summit, Missouri 64086-5709

Attention: Carol Haverkamp

   Chief Financial Officer/Secretary

 

Dear Mr. Haverkamp:

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:

Borrower shall cause Diodes Incorporated, a Delaware corporation (“Guarantor”), to execute and deliver to Bank its Continuing Guaranty (“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 shall also be obligated).

Borrower’s obligations and liabilities to Bank under the Note, this Agreement and any other document, instrument or agreement executed by Borrower shall be 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 hereby authorizes 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.

Guarantor’s obligations and liabilities to Bank under the Guaranty and any other document, instrument or agreement executed by Guarantor shall be 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 shall authorize 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.

FabTech, Inc.

July 6, 2004

Page 2

 

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.

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.

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”

By:_/s/ John C. Kase

John C. Kase

Vice President

Address where notices to Bank are to be sent:

Union Bank of California, N.A.

Commercial Banking Group--

Great Los Angeles Division

445 South Figueroa Street, 10th Floor

Angeles, California 90071

Attention: John C. Kase

   Vice President

Telephone No.: (213) 236-7329

Fax No.: (213) 236-7635

Accepted and Agreed

as of July 6, 2004:

“Borrower”

By:_/s/ Carol Haverkamp

Title:_CFO

Printed Name:_Carol Haverkamp

Address where notices to Borrower are to be sent:

FabTech, Inc.

777 N.W. Blue Parkway, Suite 350

Lee’s Summit, Missouri 64086-5709

Attention: Carol Haverkamp

   Chief Financial Officer/Secretary

Telephone No.: (816) 251-8800

Fax No.: (816) 251-8850