EXHIBIT 2.4
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED RECAPITALIZATION AGREEMENT
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
RECAPITALIZATION AGREEMENT (this "Amendment No. 1") is dated as
of February 26, 1998, and is entered into by and among Micron
Electronics, Inc., a Minnesota corporation ("MEI"), MEI
California, Inc., a California corporation and a wholly owned
subsidiary of MEI ("Sub"), MCMS, Inc. (formerly known as Micron
Custom Manufacturing Services, Inc.), an Idaho corporation and a
wholly-owned subsidiary of Sub (the "Company") and Cornerstone
Equity Investors IV L.P., a Delaware limited partnership
("Investor").
WHEREAS, the parties hereto have entered into that
certain Amended and Restated Recapitalization Agreement, dated as
of February 1, 1998 (the "Original Agreement") (it being
understood that capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the
Original Agreement);
WHEREAS, the parties hereto desire to amend certain
provisions of the Original Agreement;
NOW, THEREFORE, the parties hereto, intending to be
legally bound, agree as follows:
1. The fourth whereas clause of the Original
Agreement is hereby amended and restated to read in its entirety
as follows:
"WHEREAS, Investor will contribute $61.2 million
(the "Purchase Price") to the Company in exchange for
2,761,176 shares of Class A Common Stock of the
Company, 863,824 shares of Class B Common Stock of the
Company, 875,000 shares of Class C Common Stock of the
Company, 2,761,176 shares of Series A Convertible
Preferred Stock of the Company, 863,824 shares of
Series B Convertible Preferred Stock of the Company and
875,000 shares of Series C Convertible Preferred Stock
of the Company (the Class A Common Stock, Class B
Common Stock, Class C Common Stock, Series A
Convertible Preferred Stock, Series B Convertible
Preferred Stock and Series C Convertible Preferred
Stock are referred to herein as the "Recapitalized
Securities") which Recapitalized Securities shall have
the terms set forth in the Amended Charter (as herein
defined) (collectively, the "Purchase Shares") (such
purchase, the "Stock Purchase");"
2. The sixth whereas clause of the Original Agreement
is hereby amended and restated to read in its entirety:
"WHEREAS, the parties hereto desire that,
immediately after the Stock Purchase and the BTAB
Financing, the Company shall redeem from Sub 1,000
shares (such number to be appropriately adjusted for
any stock split or stock dividend of the Company Common
Stock after the date hereof and prior to the Closing
Date) (the "Redemption Shares") of Company Common Stock
in exchange for the Redemption Price (as herein
defined) (such redemption, the "Stock Redemption") and
that immediately after Closing and payment of the
Redemption Price, Sub shall own 10% of the outstanding
Recapitalized Securities;"
3. Section 8.3 of the Original Agreement is hereby
amended and restated to read in its entirety as follows:
"Section 8.3 Stock Redemption. Pursuant to the
authorization contemplated by Section 8.1 hereof and
subject to the terms and conditions set forth in this
Agreement, the parties hereto agree that Sub shall
offer for redemption, and the Company shall redeem the
Redemption Shares. In consideration for the Redemption
Shares, at the Closing, Sub will receive from the
Company (a) $249,200,000, (b) 500,000 shares of the
Company's Class A Common Stock having the terms set
forth in the Amended Charter and (c) 500,000 shares of
the Company' Series A Convertible Preferred Stock
having the terms set forth in the Amended Charter (the
items referred to in (b) and (c) above are referred to
herein collectively as the "Recapitalized Shares" and
the items referred to in (a), (b) and (c) above are
referred to herein collectively as the "Redemption
Price")."
4. Section 8.4(b)(4) is hereby amended and restated
to read in its entirety as follows:
"(4) Deliveries by Company to Sub. The Company
shall pay to Sub the cash Redemption Price by wire
transfer of immediately available funds to one or more
accounts as designated by Sub and shall deliver to Sub
certificates evidencing the Recapitalized Shares."
5. Except as expressly set forth herein, the terms of
the Original Agreement shall remain in full force and effect.
6. This Amendment No. 1 may be executed in one or
more counterparts, all of which shall be considered one and the
same agreement, and shall become effective when one or more
counterparts have been signed by each of the parties and
delivered to the other party. Copies of executed counterparts
transmitted by telecopy, telefax or other electronic transmission
service shall be considered original executed counterparts for
purposes of this Amendment No. 1, provided receipt of copies of
such counterparts is confirmed.
IN WITNESS WHEREOF, this Amendment No. 1 to the Amended
and Restated Recapitalization Agreement has been signed by or on
behalf of each of the parties as of the day first above written.
MCMS, Inc.
(formerly known as Micron Custom
Manufacturing Services, Inc.)
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and Chief
Executive Officer
MICRON ELECTRONICS, INC.
By: /s/ T. Xxxx Xxxx
--------------------------------
Name: T. Xxxx Xxxx
Title: Executive Vice President
MEI CALIFORNIA, INC.
By: /s/ T. Xxxx Xxxx
--------------------------------
Name: T. Xxxx Xxxx
Title: President
CORNERSTONE EQUITY INVESTORS IV, L.P.
By:Cornerstone IV, L.L.C.,
as General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
