DIODES INC /DEL/
EX-10.35
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>3
<FILENAME>a74913ex10-35.txt
<DESCRIPTION>EX-10.35
<TEXT>
<PAGE>   1
                                                                   EXHIBIT 10.35

THIS NOTE IS SUBORDINATED PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT IN
FAVOR OF UNION BANK OF CALIFORNIA, N.A., DATED AS OF DECEMBER 1, 2000, AND ANY
AMENDMENTS OR MODIFICATIONS THERETO.

                              AMENDED AND RESTATED

                          SUBORDINATED PROMISSORY NOTE

U.S. $13,049,000.00                                                JUNE 29, 2001

FOR VALUE RECEIVED, the undersigned, FABTECH, INC., a Delaware corporation (the
"Debtor"), hereby promises to pay to LITE-ON SEMICONDUCTOR CORP. (formerly
LITE-ON POWER SEMICONDUCTOR CORP.), a Taiwan corporation (the "Payee"), the
principal sum of Thirteen Million Forty-Nine Thousand United States Dollars
(U.S. $13,049,000.00), together with interest from the date hereof on the unpaid
principal balance from time to time outstanding at the rate set forth below
(computed on the basis of a 360-day year), principal and interest to be payable
as follows:

(a) The amount of U.S. $3,049,000.00 shall be payable in six (6) equal monthly
installments of U.S. $508,166.67 each, together with interest accrued thereon at
the rate of LIBOR plus 1.0%, on the last day of each month commencing on July
31, 2001 and ending on December 31, 2001.

(b) The amount of U.S. $10,000,000.00, together with interest accrued thereon at
the rate of LIBOR plus 2.0%, shall be payable as follows: (i) interest only will
be payable on the last day of each month commencing on July 31, 2001 and ending
on June 30, 2002; and (ii) principal will be payable in twenty-four (24) equal
monthly installments of U.S.$ 416,666.66. together with interest on the last day
of each month commencing on July 31, 2002 and ending on June 30, 2004.

        The principal of and interest on this Note shall be paid in lawful money
of the United States of America at the principal office of the Debtor, 777
Northwest Blue Parkway, Lee's Summit, Missouri, or at such other place as, from
time to time, may be designated by the Payee by written notice to the Debtor.

        The Debtor reserves the right at any time and from time to time to
prepay all or any portion of this Note without penalty or premium, but any such
prepayment shall be applied first against interest which has accrued as of the
date thereof and then against the unpaid principal balance.

        This Note amends and restates that certain promissory note dated
December 1, 2000 referred to in Section 6.8 of the Stock Purchase Agreement
dated as of November 28, 2000, among the Debtor and the Payee, among others, and
is entitled to all of the benefits thereunder.

        1. Subordination.

        The Debtor and the Payee hereby covenant and agree that notwithstanding
anything to the contrary contained in this Note, the payment of the principal of
and interest on this Note expressly hereby is subordinated in right of payment
to the prior payment or provision for payment in full of all present and future
Senior Indebtedness of the Debtor and all renewals, extensions and refundings of
any such Senior Indebtedness. As used herein, the term "Senior Indebtedness"
shall mean the principal of, and interest on, and all other amounts due on or in
connection with, any liability of the Debtor for money borrowed from a bank or
other financial institution, whether now existing or hereafter incurred. The
Payee shall take such further actions, including the execution of additional
subordination agreements, as may be required by any bank or other financial
institution in order to provide further assurances of the subordination of this
Note to all Senior Indebtedness.

        In the event of any distribution of assets of the Debtor upon the
dissolution, liquidation, winding up or reorganization of the Debtor, whether
voluntary or involuntary, and whether in bankruptcy, insolvency or receivership
proceedings, or upon the assignment for the benefit of creditors, sale of all or
substantially all of the assets of the Debtor or the marshalling of the assets
and liabilities of the Debtor, no amount shall be paid by the Debtor hereunder
to the Payee, unless and until all other indebtedness to which this Note is
subordinated shall have


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been paid in full, or otherwise discharged, or provision for payment shall have
been otherwise made, together with all interest thereon and all other amounts
payable in respect thereof, and the Debtor and any receiver or trustee in
bankruptcy of the Debtor shall make any payments to which the Payee would
otherwise be entitled but for the subordination provisions hereof directly to
the holders of such other indebtedness ratably and to the extent necessary to
pay in full all such other indebtedness, together with interest thereon and
other amounts payable in respect thereof.

        Upon the happening of an event of default (or if an event of default
would result upon any payment with respect to this Note) with respect to any
Senior Indebtedness, as such event of default is defined therein or in the
instrument under which it is outstanding, permitting the holders to accelerate
the maturity thereof, and if the default is other than default in payment of the
principal of or interest on such Senior Indebtedness, upon written notice
thereof given to the undersigned by the holders of such Senior Indebtedness or
their representative, then, unless and until such event of default shall have
been cured or waived or shall have ceased to exist, no payment shall be made by
the Debtor with respect to the principal of or interest on this Note.

        In the event the Payee shall receive payment, from any source or in any
manner, of any amount in respect of the principal of or interest on this Note,
or in respect of a transfer or assignment of this Note to the Debtor or any
subsidiary of the Debtor, at a time when, pursuant to the subordination
provisions hereof, the Payee is not entitled to receive payment of such amount,
the Payee shall receive and hold such payment in trust for the holders of all
other indebtedness to which this Note is subordinated and shall on demand pay to
or for the account of the holders of all such other indebtedness ratably and to
the extent necessary to pay in full all such other indebtedness, together with
interest thereon and other amounts payable in respect thereof, the amount, but
not to exceed the amount, so received.

        Subject to the payment in full of all indebtedness of the Debtor to
which this Note is subordinate, the Payee shall be subrogated to the rights of
the holders of such other indebtedness to receive payment or distribution of
assets of the Debtor applicable to such other indebtedness until this Note shall
be paid in full, and no such payments or distributions to the holders of such
other indebtedness, to which this Note is subordinate shall, as between the
Debtor and the Payee, be deemed to be a payment by the Debtor to, or on account
of, this Note, it being understood that the subordination provisions of this
Note are, and are intended solely for the purpose of, defining the relative
rights of the Payee, on the one hand, and the holder of other indebtedness to
which this Note is subordinate, on the other hand, and nothing contained herein
is intended to or shall impair, as between the Debtor and the Payee, the
obligation of the Debtor, which is unconditional and absolute, to pay to the
Payee the principal of and interest on this Note as and when the same shall
become due and payable in accordance with the terms hereof.

        The Payee, by acceptance hereof, acknowledges and agrees that each
holder of indebtedness to which this Note is subordinated shall be deemed to
have acquired such indebtedness in reliance upon the subordination provisions of
this Note.

        2. Waivers.

The Debtor, for itself and its legal representatives, successors and assigns,
expressly waives presentment, protest, demand, notice of dishonor, notice of
nonpayment, notice of maturity, notice of protest, presentment for the purpose
of accelerating maturity, and diligence in collection of every kind and to the
fullest extent permitted by law, the right to plead any statute of limitations
as a defense of any demand hereunder, and consents that the Payee may extend the
time for payment or otherwise modify the terms of payment of any part or the
whole of the debt evidenced hereby.

        3. Governing Law.

This Note in all respects shall be governed by and construed under the laws of
the State of California applicable to contracts made and to be performed wholly
within that state.

        4. Assignment.

The Payee may assign its right, title and interest in and to this Note to any
person who controls, is controlled by or is under common control with the Payee
in connection with its own liquidation and dissolution, and the term "Payee"
shall be deemed to include any such person.

Executed at Los Angeles, California as of the 29th day of June, 2001.

                                         FABTECH, INC.
                                         By: /s/ Walter Buchanan
                                         Walter Buchanan, President



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