EXHIBIT "A"
SECOND AMENDMENT
TO
DEBT CONVERSION
AND
MUTUAL SETTLEMENT AND RELEASE AGREEMENT
THIS SECOND AMENDMENT TO DEBT CONVERSION AND MUTUAL SETTLEMENT AND
RELEASE AGREEMENT ("Second Amendment") is entered into at San Diego, California,
effective as of August 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 Texas Instruments Incorporated,
assignee of Texas Instruments Singapore (Pte) Ltd. ("TI") and their respective
predecessors, successors, former and current subsidiaries, affiliates,
shareholders, directors, officers, agents, attorneys, representatives, insurers,
employees and assigns (collectively with TI, 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 27, 1999,
pursuant to which the Investor Group agreed to convert certain debt owed by MPI
to the Investor Group into One Million Fifty Six Thousand Twenty Seven
(1,056,027) 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 herein ("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, TI has the right to terminate the Conversion
Agreement by giving a written termination notice to MPI.
WHEREAS, pursuant to the First Amendment to the Conversion Agreement
entered into between the MPI Group and the Investor Group dated June 30, 1999,
the parties agreed to extend the date as of which the transactions contemplated
by the Conversion Agreement must be completed, to not later than August 31,
1999.
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 October 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 August 31, 1999, and inserting in its place the date of
October 31, 1999.
2. Except as set forth in Section 1 of this Second 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 Second
Amendment as of the date first above written.
MICROELECTRONIC PACKAGING, INC. TEXAS INSTRUMENTS INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President & CFO Title: VP, MGR, Treasury Services
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