Deed Of Trust (non-construction) & Assignment

Exhibit 10.12


RECORDING REQUESTED BY, AND WHEN RECORDED, MAIL TO:


SANWA BANK CALIFORNIA MOUNTAIN VIEW OFFICE 601 SHOWERS DRIVE P.O. BOX 670 MOUNTAIN VIEW, CA 94040


ATTN:


- --------------------------------------------------------------------------------


DEED OF TRUST (NON-CONSTRUCTION) & ASSIGNMENT OF RENTS


THIS DEED OF TRUST (the "Deed of Trust") is made this 22nd day of August, 1994, by and between ISE LABS, INC., a California Corporation (the "TRUSTOR") whose address is 2095 Ringwood Avenue, San Jose, CA 95131, FIRST BANCORP, a California corporation (the "TRUSTEE") and SANWA BANK CALIFORNIA, a California corporation (the "BENEFICIARY").


WITNESSETH


THAT THE TRUSTOR IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO THE TRUSTEE, its successors and assigns, IN TRUST, WITH POWER OF SALE:


All that property now or hereafter acquired in Santa Clara County, State of California, described in the attached Exhibit "A" (herein referred to as the "Property");


TOGETHER WITH, and including, without limitation: all of the buildings and improvements now or hereafter erected on the Property; all of the easements, rights, rights-of-way, privileges, franchises and appurtenances now or hereafter belonging to, or in any way appertaining, or in any way being a means of access, to said Property; all rents, issues, profits, royalties, revenue, income and other benefits of or arising from the use or enjoyment of all or any portion of the Property or the buildings and improvements now or hereafter erected thereon (subject however to the right, reserved to the TRUSTOR, to collect, receive and retain such rents, issues, profits, royalties, revenue, income and other benefits prior to any default hereunder or under the note referenced below or other evidence of debt secured hereby); all gas, oil, water and mineral rights, profits and stock now or hereafter derived from, appurtenant to, or pertaining to the Property (and any and all shares of stock evidencing the same); all crops now or hereafter grown on the Property; and all equipment, machinery, appliances and fixtures (including replacements and additions thereto) now or hereafter erected thereon; and


All of the foregoing shall be deemed to be and shall remain a part of the Property encumbered by this Deed of Trust, and all of the foregoing, together with the Property, are hereinafter referred to as the "Premises";


FOR THE PURPOSE OF SECURING, in such order of priority as the BENEFICIARY, in its absolute discretion, may determine:


1. Payment of an indebtedness in the principal sum of $2,520,000.00 as evidenced by a certain promissory note dated August 22, 1994, executed by ISE LABS, INC. and payable to the BENEFICIARY or order (herein referred to as the "Note"), and any and all amendments, modifications, extensions or renewals of the Note (whether evidenced by the Note or otherwise); together with the payment of interest on such indebtedness and the payment of all other sums (with interest as therein provided) according to the terms of the Note (and any and all amendments, modifications, extensions, or renewals thereof);


2. Payment of all other sums, with interest as herein provided, becoming due or payable, under the provisions of this Deed of Trust, to the TRUSTEE or the BENEFICIARY;


3. Due, prompt and complete observance, performance and discharge of each and every condition, obligation, covenant and agreement contained in this Deed of Trust, the Note and any document or instrument modifying or amending this Deed of Trust or the Note or otherwise evidencing, securing or pertaining to the indebtedness evidenced by the Note;


4. Payment of such additional sums (with interest thereon) as may hereafter be borrowed from the BENEFICIARY, or its successors or assigns, by the TRUSTOR or the then record owner of the Premises and evidenced by one or more instruments (other than the Note) which are by their terms secured by this Deed of Trust.


TO PROTECT AND MAINTAIN THE SECURITY OF THIS DEED OF TRUST, THE TRUSTOR AGREES:


1. Payment of Obligations When Due. The TRUSTOR shall promptly pay, when due and in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment, each and every indebtedness and obligation for which this Deed of Trust has been given as security as provided hereinabove; and the TRUSTOR shall promptly perform, observe and discharge each and every condition, obligation, covenant and agreement for which this Deed of Trust has been given as security provided herein.


2. Maintenance of Premises. The TRUSTOR shall maintain and keep the Premises in good condition and repair and shall not commit or permit waste of the whole or part of any item consisting of a part of the Premises. The TRUSTOR shall not alter, remove or demolish any buildings, improvements, machinery, equipment, appliances or fixtures nor or hereafter on the Property without the prior written consent of the BENEFICIARY.


The TRUSTOR shall promptly repair, replace or restore (in good, workmanlike manner and in compliance with all laws, ordinances, governmental rules and regulations, easements, agreements, covenants, conditions and restrictions affecting the Premises) all buildings, improvements, machinery, equipment, appliances


and fixtures now or hereafter on the Property, in the event of damage to or destruction of such buildings, improvements, machinery, equipment, appliances and fixtures.


The TRUSTOR shall not commit, suffer or permit any act upon the Premises in violation of law, ordinance, governmental rules and regulations, easements, agreements, covenants, conditions and restrictions affecting the Premises or use of the Premises.


The TRUSTOR shall cultivate, irrigate, fertilize, fumigate, spray, prune and do any other acts which from the character or use of the Property may be reasonably necessary.


In the performance of all acts required of the TRUSTOR under the above paragraphs describing maintenance of the Premises, the TRUSTOR shall promptly pay when due all expenses incurred therefor and shall promptly pay, discharge or otherwise release all claims for labor performed and materials furnished therefor.


3. Environmental Compliance.


A. Definitions. For purposes of this section, the following terms are
defined as follows:


(i) "Environmental Claims" shall mean all claims, however asserted, by
any governmental authority or other person alleging potential liability
or responsibility for violation of any Environmental Law or for release
or injury to the environment or threat to public health, personal injury
(including sickness, disease or death), property damage, natural
resources damage, or otherwise alleging liability or responsibility for
damages (punitive or otherwise), cleanup, removal, remedial or response
costs, restitution, civil or criminal penalties, injunctive relief, or
other type of relief, resulting from or based upon (i) the presence,
placement, discharge, emission or release (including intentional and
unintentional, negligent and non-negligent, sudden or non-sudden,
accidental or non-accidental placement, spills, leaks, discharges,
emissions or releases) of any Hazardous Materials at, in or from the
Property, or (ii) any other circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law.


(ii) "Environmental Laws" shall mean all federal, state or local laws,
statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any
governmental authorities, in each case relating to environmental, health,
safety and land use matters; including the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA"), the Clean
Air Act, the Federal Water Pollution Control Act of 1972, the Solid Waste
Disposal Act, the Federal Resource Conservation and Recovery Act, the
Toxic Substances Control Act, the Emergency Planning and Community Right-
to-Know Act, the California Hazardous Waste Control Law, the California
Solid Waste Management, Resource, Recovery and Recycling Act, the
California Water Code and the California Health and Safety Code.


(iii) "Hazardous Materials" shall mean all those substances which are
regulated by, or which may form the basis of liability under any
Environmental Law, including all substances identified under any
Environmental Law as a pollutant, contaminant, hazardous waste, hazardous
constituent, special waste, hazardous substance, hazardous material, or
toxic substance, or petroleum or petroleum derived substance or waste.


B. Environmental Representations and Warranties. The TRUSTOR hereby
represents and warrants that the operations and activities of the TRUSTOR on
or at the Premises comply, and during the term of this Deed of Trust will at
all times comply, in all respects with all Environmental Laws; the TRUSTOR
has obtained licenses, permits, authorizations and registrations required
under any Environmental Law ("Environmental Permits") and necessary for its
ordinary operations on or at the Premises, all such Environmental Permits
are in good standing, and the TRUSTOR is in compliance with all material
terms and conditions of such Environmental Permits; neither the TRUSTOR nor
the Property or operations are subject to any outstanding written order from
or agreement with any governmental authority nor subject to any judicial or
docketed administrative proceeding, respecting any Environmental Law,
Environmental Claim or Hazardous Material; there are no Hazardous Materials
or other conditions or circumstances existing, or arising from operations
prior to the date of this Deed of Trust, with respect to the Property that
would reasonably be expected to give rise to Environmental Claims. In
addition, (i) the TRUSTOR does not have or maintain on the Premises any
underground storage tanks which are not properly registered or permitted
under applicable Environmental Laws or which are leaking or disposing of
Hazardous Materials off-site, and (ii) the TRUSTOR has notified all of its
employees of the existence, if any, of any health hazard arising from the
conditions of their employment on or at the Premises and have met all
notification requirements under Title III of CERCLA and all other
Environmental Laws.


C. Environmental Compliance. The TRUSTOR shall:


(i) Conduct its operations on or at the Premises and keep and maintain
the Property in compliance with all Environmental Laws.


(ii) Give prompt written notice to the BENEFICIARY, but in no event
later than 10 days after becoming aware, of the following: (a) any
enforcement, cleanup, removal or other governmental or regulatory actions
instituted, completed or threatened against the TRUSTOR or any of its
affiliates or the Property pursuant to any applicable Environmental Laws,
(b) all other Environmental Claims in connection with the Property, and
(c) any environmental or similar condition or any real property adjoining
or in the vicinity of the Property that could reasonably be anticipated
to cause such the Property or any part thereof to be subject to any
restrictions on the ownership, occupancy, transferability or use of the
Property under any Environmental Laws.


(iii) Upon the written request of BENEFICIARY, the TRUSTOR shall submit
to the BENEFICIARY, at the TRUSTOR's sole cost and expense, at reasonable
intervals, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue
identified in any notice required pursuant to this Section.


(iv) At all times indemnify and hold harmless the BENEFICIARY from and
against any and all liability arising out of any Environmental Claims.


4. Insurance. The TRUSTOR shall provide, maintain and keep policies of insurance (with companies and in form, content, policy limits and terms satisfactory to the BENEFICIARY, with loss payable to the BENEFICIARY) insuring the Premises against: fire (with an extended coverage endorsement), public liability, loss of rents or business interruption, flood damage (if the Property is located in a flood hazard area and if such insurance is available) and such other hazards and coverages, including earthquake, as the BENEFICIARY from time to time may reasonably require.


The TRUSTOR shall promptly pay when due all premiums for such insurance, shall deliver copies of all such insurance policies, renewals of such policies and premium receipts therefor to the BENEFICIARY, and shall do all things necessary to obtain prompt settlement or disposition of any claim or loss covered under such policies.


All such policies shall name the BENEFICIARY as a ...