EXHIBIT "E"
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is entered into effective as of June _____,
1999 ("Effective Date"), between STMicroelectronics, Inc. ("ST"), and FI
Financial, LLC ("FIF"), with respect to the payment by FIF of a cash lump sum in
the amount of Five Hundred Thousand United States Dollars (US$500,000.00)
("Investor Payment"), in exchange for the assignment by ST to FIF pursuant to
the terms and conditions hereof, of all of ST's rights, title, claims and
interest in, under and pursuant to each and every one of the following
agreements and documents: (a) Deed of Guarantee and Indemnity dated August 17,
1995, entered into between Microelectronic Packaging, Inc. ("MPI") and SGS-
▇▇▇▇▇▇▇▇ Microelectronics Pte Limited ("SGS") ("Guaranty"); (b) a document
entitled "Charge" dated August 17, 1995, entered into between Microelectronic
Packaging (S) PTE LTD ("MPS") and SGS ("Charge"); (c) Supply Guarantee and
Preferred Allocation Agreement dated July, 1995, between MPS and SGS ("Supply
Agreement"); (d) Supplemental Agreement to Supply Guarantee and Preferred
Allocation Agreement dated August 17, 1995 and October 19, 1995, entered into
between MPS and SGS ("Supplemental Agreement"); (e) Warrant to Purchase Common
Stock of MPI dated September 24, 1998, pursuant to which ST is entitled to
purchase an aggregate of Two Hundred Thousand (200,000) shares of MPI's common
stock at a price of One Dollar ($1.00) per share ("Warrant"); (f) the Judgment
by Confession and Stipulated Judgment dated September 24, 1998, between MPI and
ST, and all agreements and documents related thereto ("Judgments"); and (g)
Restructuring, Settlement and Mutual Release Agreement dated September 24, 1998,
entered into between, among others, ST and MPI (all of the foregoing agreements
and documents are referred to collectively in this letter as the "ST
Agreements").
FOR VALUE RECEIVED, and in consideration of the payment to ST of the
Investor Payment, ST hereby completely assigns, conveys and transfers to FIF,
all of ST's rights, title, claims and interests in, under and pursuant to each
and every one of the ST Agreements ("Assignment").
In connection with the Assignment, ST represents and warrants to FIF
that as of the Effective Date, ST is the sole and exclusive owner of all of the
rights, title, claims and interests of SGS and ST in, under and pursuant to the
ST Agreements, and that ST has not assigned, conveyed or otherwise transferred
any interest in or any portion of the ST Agreements to any party other than FIF.
Otherwise, ST does not make any additional representations or warranties of any
kind with respect to the ST Agreements. Regardless of any other provision of
this Assignment Agreement, FIF represents, warrants and agrees that:
(a) FIF is a sophisticated and experienced investor who has the
capability to evaluate the risks of the transactions contemplated by this
Assignment Agreement, and has the ability to protect FIF's own interests in
connection therewith.
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(b) FIF has performed whatever due diligence review FIF deems
necessary and/or appropriate in connection with the transactions contemplated by
this Assignment Agreement, and is satisfied with the results of such due
diligence review.
(c) FIF has not requested that ST make, and ST has not made and
is not making, any representations or warranties of any kind regarding the
propriety of FIF's contemplated acquisition of the ST Agreements, the value or
enforceability of any rights ST may have under the ST Agreements, the value or
enforceability of any rights FIF may have as an assignee of the ST Agreements,
the value or enforceability of any rights FIF may have to acquire shares of
capital stock of MPI by virtue of FIF's acquisition of the ST Agreements, or the
current or potential value of any of such shares of capital stock
IN WITNESS WHEREOF, ST and FIF have executed and delivered this
Assignment Agreement as of the Effective Date.
STMICROELECTRONICS, INC. FI FINANCIAL, LLC
By:__________________________________ By:_____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager
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ASSIGNMENT OF INTEREST
UNDER
LETTER AGREEMENT
WITH
STMICROELECTRONICS, INC.
THIS ASSIGNMENT OF INTEREST UNDER LETTER AGREEMENT WITH
STMICROELECTRONICS, INC. ("Assignment"), is entered into effective as of April
21, 1999 ("Effective Date"), between FI Financial, LLC ("FIF"), and the party
whose name appears below, which party is referred to herein as the "Assignee":
_____________________________________________________________________________
PRINT NAME OF "ASSIGNEE"
Unless otherwise defined herein, all capitalized terms appearing in
this Assignment shall have the meanings defined for such terms in the letter
agreement dated April 14, 1999, entered into between FIF, STMicroelectronics,
Inc. ("ST"), and Microelectronic Packaging, Inc. ("MPI") ("Letter Agreement").
Pursuant to the Letter Agreement, FIF and ST have opened an escrow
with Mission Valley Escrow ("Escrow Account"), and FIF has deposited into the
Escrow Account the amount of Five Hundred Thousand Dollars ($500,000.00).
Pursuant to this Assignment, Assignee desires to acquire from FIF an
interest in the Escrow Account, and a corresponding interest under the Letter
Agreement, all in accordance with the provisions of this Assignment.
FOR VALUE RECEIVED, FIF hereby assigns and transfers to Assignee, and
Assignee hereby accepts from FIF, an interest in the Escrow Account ("Assigned
Interest") in the dollar amount appearing below, which dollar amount is referred
to herein as the "Escrow Reimbursement":
______________________________________________________________________________
PRINT APPLICABLE DOLLAR AMOUNT FOR "ESCROW REIMBURSEMENT"
In exchange for receiving the Assigned Interest, Assignee hereby
directs ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, LLP ("RDB") to withdraw the amount of the Escrow
Reimbursement from RDB's Client Trust Account, which amount was received by RDB
from Assignee for the purpose of acquiring the Assigned Interest, and
immediately pay the amount of the Escrow Reimbursement to FIF or its assignee,
which assignee may be designated by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
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By executing this Assignment where indicated below, Assignee confirms
that Assignee has acquired the Assigned Interest in exchange for the Escrow
Reimbursement, and FIF confirms that FIF has in fact assigned and transferred
the Assigned Interest to Assignee, which shall be deemed to be a portion of the
Escrow Account in an amount equal to the Escrow Reimbursement.
Furthermore, by executing this Assignment where indicated below,
Assignee hereby authorizes FIF to act as the agent for Assignee in connection
with all matters pertaining to the Escrow Account, subject to the limitation
that Assignee's portion of the Escrow Account in an amount equal to the Escrow
Reimbursement ("Assignee's Balance") shall be withdrawn from the Escrow Account
only for the following purposes ("Authorized Purposes"): (a) to pay the amount
of Assignee's Balance to ST pursuant to the terms and conditions of the Letter
Agreement, but only after Assignee has executed and delivered to MPI a
counterpart copy of the Debt Conversion and Mutual Settlement and Release
Agreement and the other agreements related thereto, that pertain to the shares
of MPI's Series A Preferred Stock that are being acquired by Assignee in
exchange for Assignee's Balance ("ST Transaction"); or (b) in the event the ST
Transaction for any reason is not completed on or before June 30, 1999 (or such
later date as may be agreed upon in writing by Assignee), to pay the amount of
Assignee's Balance to Assignee upon the closing of the Escrow Account.
Assignee agrees that FIF has consented to act as agent for Assignee in
connection with the Escrow Account solely for the convenience of Assignee, and
that FIF shall not have any liabilities or obligations of any kind to Assignee
in connection with the Escrow Account, unless and only unless FIF authorizes
Assignee's Balance to be withdrawn from the Escrow Account for any reason other
than the Authorized Purposes, without Assignee's written approval.
Assignee agrees that all of the funds on deposit in the Escrow Account
are being invested at a nominal rate of interest roughly equivalent to the rate
of interest generally paid by national banks on funds deposited in passbook
savings accounts, and that for the convenience of the parties, FIF shall be
entitled to collect and retain all of the interest earned on the funds deposited
in the Escrow Account. FIF expects the amount of such interest to be minor and
nominal, and Assignee agrees that the amount of such interest will not be
material to Assignee under the circumstances and should be paid to FIF for the
convenience of the parties.
IN WITNESS WHEREOF, the undersigned have executed this Assignment as
of the Effective Date.
FI FINANCIAL, LLC ASSIGNEE
By:________________________________ _________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager Signature
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_________________________________
Print Name
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