EXHIBIT 10.88
February 18, 1999
Xx. Xxxx-Won Xxxxx
Legal Team
Samsung, Corning Co., Ltd.
000 Xxxx-xxxx Xxxxxx-xx
Xxxxx Xx Xxxxxxx-xx
Xxxxx
RE: Conditional Agreement Reached on Conversion of Debt to Equity
Dear Xx.Xxxxx:
As of today, Transpac, Texas Instruments, ORIX Leasing, DBS Bank, NS Electronics
and our secured creditor Motorola conditionally agreed to the debt-for-equity
conversion essentially as outlined in this 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 these creditors is conditional upon agreement of the same
proposal by the remaining creditors. In addition, in fairness to all the
creditors and due to financial constraints, MPI could not complete this
conversion without the acceptance by all of the creditors.
We are hopeful that Samsung Corning ("Samsung") 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 as soon as possible.
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 one-for-one
basis at $0.51 per share. Considering Samsung's Settled Debt amount of
US$186,940.00, Samsung would receive sufficient Preferred Stock to convert into
a minimum of 366,549 shares of MPI Common Stock.
Now that the creditors listed above have 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 $0.51 per share; this will be so noted in the
agreement between MPI and each creditor.
Xx. Xxxxx
Page 2
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,
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/ XX Xxxxx
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Signature Date
