EXHIBIT 10.81
FIRST AMENDMENT
TO
DEBT CONVERSION
AND
MUTUAL SETTLEMENT AND RELEASE AGREEMENT
THIS FIRST AMENDMENT TO DEBT CONVERSION AND MUTUAL SETTLEMENT AND
RELEASE AGREEMENT ("First Amendment") is entered into at San Diego, California,
effective as of June 30, 1999 ("Effective Date"), between Microelectronic
Packaging, Inc. ('MPI") on behalf of itself and its predecessors, successors,
former and current subsidiaries, affiliates, shareholders, directors, officers,
agents, attorneys, representatives, insurers, employees and assigns
(collectively with MPI the "MPI Group"); and Transpac Capital Pte Ltd ("Transpac
Capital"), Transpac Industrial Holdings Ltd ("Transpac Holdings"), Regional
Investment Company Ltd ("Regional Investment"), and Natsteel Equity III Pte Ltd
("Natsteel Equity"), and their respective predecessors, successors, former and
current subsidiaries, affiliates, shareholders, directors, officers, agents,
attorneys, representatives, insurers, employees and assigns (collectively the
"Investor Group").
WITNESSETH:
WHEREAS, the MPI Group and the Investor Group entered into a Debt
Conversion and Mutual Settlement and Release Agreement dated April 29, 1999,
pursuant to which the Investor Group agreed to convert certain debt owed by MPI
to the Investor Group into Four Million Thirty One Thousand Eight Hundred and
Twenty Six (4,031,826) shares of MPI's Series A Preferred Stock, and MPI agreed
to issue such shares of its Series A Preferred Stock to the Investor Group, all
upon and subject to the terms and conditions set forth therein ("Conversion
Agreement").
WHEREAS, the Conversion Agreement states that the transactions
contemplated thereby must be completed not later than June 30, 1999, and if they
are not completed by such date, Transpac Capital on behalf of the Investor Group
has the right to terminate the Conversion Agreement by giving a written
termination notice to MPI.
WHEREAS, both the MPI Group and the Investor Group desire to amend the
Conversion Agreement to extend the date as of which the transactions
contemplated thereby must be completed, to not later than August 31, 1999.
NOW THEREFORE, in consideration of the mutual agreements contained
herein and for other good and sufficient consideration, the receipt and
sufficiency of which is hereby acknowledged, the MPI Group and the Investor
Group agree as follows:
1. Section 1.2 of the Conversion Agreement is hereby amended by
deleting the date of June 30, 1999, and inserting in its place the date of
August 31, 1999.
2. Except as set forth in Section 1 of this First Amendment, there
are no other amendments or modifications to the Conversion Agreement, and all of
the other provisions of the Conversion Agreement shall remain in full force and
effect without any amendments or modifications of any kind.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the date first above written,
MICROELECTRONIC PACKAGING, INC. TRANSPAC CAPITAL PTE LTD
By: /s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxx Xxx Hong
--------------------------------- ----------------------------
Signature Signature
Print Print
Name: Xxxxx X. Xxxxxxxxxx Name: Xxxx Xxx Hong
------------------------------- --------------------------
Print Print
Title: Senior Vice President and CFO Title: Executive Vice President
------------------------------ --------------------------
[The remainder of this page has been intentionally left blank.]
2
CONTINUATION OF SIGNATURES FOR
FIRST AMENDMENT
TO
DEBT CONVERSION
AND
MUTUAL SETTLEMENT AND RELEASE AGREEMENT
Dated June 30, 1999
TRANSPAC INDUSTRIAL HOLDINGS LTD REGIONAL INVESTMENT
COMPANY LTD
By: /s/ Xxxx Xxx Hong By: /s/ Xxxx Xxx Hong
----------------------------- -------------------------------
Signature Signature
Print Print
Name: Xxxx Xxx Hong Name: Xxxx Xxx Hong
--------------------------- -----------------------------
Print Print
Title: Executive Vice President Title: Executive Vice President
-------------------------- ----------------------------
NATSTEEL EQUITY III PTE LTD
By: /s/ Xxxxxxxx Xxxx
-------------------------------
Signature
Print
Name: Xxxxxxxx Xxxx
-----------------------------
Print
Title: Senior Vice President
---------------------------
3
