EXHIBIT 10.80
VIA FAX
April 15, 1999
Xx. Xxxxx X. Xxxxxx, Manager
FI Financial, LLC
c/o Xxxx Xxxxx & Xxxx
000 Xxxx X Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000-0000
RE: Conditional Agreement Reached on Conversion of Debt to Equity
Dear Xx. Xxxxxx:
On Friday, January 15, 1999, Transpac and our secured creditor conditionally
agreed to a debt-for-equity conversion essentially as outlined in the proposal
submitted by Microelectronic Packaging, Inc. ("MPI") and its investment banker
and financial advisors, L. H, Friend, Weinress, Xxxxxxxx & Xxxxxxx, Inc. ("LH
Friend"). The acceptance of the attached proposal by Transpac and our secured
creditor is conditional upon agreement of the same proposal by the majority of
the remaining creditors. In addition, in fairness to all seven creditors and
due to financial constraints, MPI could not complete this conversion without the
acceptance by all of the creditors.
In connection with the attached Letter of Intent, signed today between MPI and
STMicroelectronics ("ST"), ST has agreed to the assignment of all of its rights
pursuant to their creditor position with MPI and subsidiaries. Assuming this
agreement is finalized with ST, FI Financial, LLC ("FI") then will have assumed
the ST creditor position. If and when that occurs, we are hopeful that FI will
accept the attached proposal. If you agree, your acceptance of this proposal
will, of course, be subject to 1) the completion and execution of a definitive
agreement to be drafted by MPI's legal counsel, and 2) the approval by MPI's
shareholders. MPI will obtain a fairness opinion relating to conversion on
these terms from LH Friend, and MPI anticipates its shareholders will approve
the conversion at a special meeting of shareholders to be held in mid to late
June 1999.
In the attached proposal summary, MPI will convert the Asian debt into MPI
Preferred Stock which will be convertible into MPI Common Stock on a two-for-one
basis. Considering ST's Settled Debt amount of $1,349,100, FI would receive
sufficient Preferred Stock to convert into a minimum of 2,645,294 shares of MPI
Common Stock. For your information, MPI's common shares closed at $0.37 on
Tuesday, April 13, 1999.
Please understand that MPI's offer to increase the Settled Debt amount from
$1,137,044 to $1,349,100 is contingent upon the agreement of FI to terminate the
ST Warrants outstanding to purchase 200,000 shares of MPI Common Stock at $1.00
per share.
Now that Transpac and our secured creditor has conditionally agreed to this
proposal, we need your concurrence by signing your acceptance at the bottom of
this letter. As indicated, we will immediately commence preparation of the
legal documents for you and your legal advisors' review. All creditors will
receive the identical conversion rate of $1.02 per share; this will be so noted
in the agreement between MPI and each creditor.
Thank you kindly for all your help in our efforts to complete this debt-for-
equity conversion. Please call me at 000-000-0000, extension 3014 if you have
any questions or desire further information.
Best Regards,
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Senior Vice President
Chief Financial Officer
CC: Xxxxxx X. Xxxxxx, Chairman, CEO and President, MPI
Xxxxxx X. Xxxxxxxx, Managing Director, LH Friend
Van X. Xxxxxx, Esq., Xxxx, Xxxxx & Xxxx
AGREED AND ACCEPTED:
/s/ Xxxxx X. Xxxxxx April 15, 1999
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Signature Date
