EXHIBIT 2
FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated as of June 10, 1997 ("Amendment") to Preferred Shares
Purchase Rights Agreement ("Agreement"), dated as of October 24, 1996, between
NetFRAME Systems Incorporated, a Delaware corporation (the "Company"), and The
First National Bank of Boston, a national banking association (the "Rights
Agent").
Pursuant to Section 27 of the Agreement, this Amendment is being executed
by the Company and the Rights Agent for the purpose of amending the Agreement as
set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end of
Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, none of Micron Electronics, Inc. ("Parent"), its
subsidiaries Affiliates or Associates is an Acquiring Person pursuant
to this Agreement solely by virtue of their acquisition, or their
right to acquire, beneficial ownership of shares of the Company as a
result of their execution of the Agreement and Plan of Merger dated as
of June 10, 1997, among Parent, ▇▇▇▇▇▇▇ Acquisition Corporation and
the Company (the "Merger Agreement"), and the Stock Option Agreement
of even date herewith between the Company and Parent (the "Option
Agreement") or the consummation of the Merger (as defined in the
Merger Agreement) or the other transactions contemplated by the Merger
Agreement including but not limited to the Offer (as defined in the
Merger Agreement), the Merger or the Option Agreement, or any other
agreement or transaction involving Parent, ▇▇▇▇▇▇▇ Acquisition
Corporation and the Company."
2. Section 1(h) shall be amended by inserting the following at the end of
Section 1(h):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Distribution Date shall not occur solely by reason
of the execution of the Merger Agreement or the Option Agreement, the
consummation of the Offer or the Merger, the Option Agreement or the
consummation of any other transaction contemplated by the Merger
Agreement."
3. Section 1(u) shall be amended by inserting the following at the end of
Section 1(u):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Shares Acquisition Date shall not occur solely by
reason of the execution of the Merger Agreement or the Option
Agreement, the consummation of the Offer or the Merger, or the
consummation of any other transaction contemplated by the Merger
Agreement."
4. Section 1(y) shall be amended by inserting the following at the end of
Section 1(y):
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"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Triggering Event shall not occur solely by reason
of the execution of the Merger Agreement or the Option Agreement, the
consummation of the Offer or the Merger, or the consummation of any
other transaction contemplated by the Merger Agreement."
5. Section 1(k) shall be amended and restated in its entirety to read as
follows:
"(k) 'Final Expiration Date' shall mean the earlier of (i) immediately
prior to the Effective Time (as defined in the Merger Agreement) of
the Merger or (ii) October 24, 2006."
6. (a) This Amendment may not be further amended without the prior
consent of Parent in its sole discretion.
(b) This Amendment shall be deemed to be entered into under the laws
of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within
such State.
(c) This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute
but one and the same instrument.
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7. As amended hereby, the Agreement shall remain in full force and
effect.
NETFRAME SYSTEMS INCORPORATED
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Attest:_____________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Secretary
THE FIRST NATIONAL BANK OF BOSTON,
as Rights Agent
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
By:______________________________
Authorized Signature
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