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EXHIBIT 10.0
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
OF MODULAR INTERCONNECT SYSTEMS, L.L.C.
FIRST AMENDMENT, dated as of November 10, 2000, to Limited Liability
Company Agreement of Modular Interconnect Systems, L.L.C., dated as of July 28,
1998, between Sheldahl, Inc., a Minnesota corporation ("Sheldahl") and Molex
Incorporated, a Delaware corporation ("Molex").
PRELIMINARY STATEMENT
Sheldahl and Molex entered into a limited liability company agreement
relating to Modular Interconnect Systems, L.L.C. ("Company"), dated July 28,
1998 (the "Joint Venture Agreement").
Under the terms of an Agreement and Plan of Merger among Sheldahl, IFT
Acquisition Corp., a wholly-owned subsidiary of Sheldahl, International Flex
Holdings, Inc. ("IFH") and the stockholders of IFH (the "Merger Agreement"),
Sheldahl has proposed to issue shares of its common stock to the stockholders of
IFH in exchange for all outstanding equity securities of IFT.
Under the terms of a Stock Purchase Agreement among Sheldahl and the
purchasers listed on exhibit A thereto (the "Stock Purchase Agreement"),
Sheldahl has proposed to issue shares of its Series G Convertible Preferred
Stock and common stock to the purchasers party thereto.
Under the terms of a Subordinated Notes and Warrant Purchase Agreement
among Sheldahl and the purchasers listed on exhibit A thereto (the "Subordinated
Debt Agreement"), Sheldahl has proposed to issue subordinated notes and warrants
to purchase shares of Sheldahl's common stock to the purchasers party thereto.
As an inducement to the foregoing transactions, the parties hereto
desire to amend the Joint Venture Agreement as set forth below.
Accordingly, the parties hereto agree as follows:
1 The following terms, when used herein, shall have the indicated
meanings:
a. "Effective Time" shall have the meaning given to such term in the
Merger Agreement.
b. "Governance Agreement" shall mean the governance agreement among the
purchasers party to the Stock Purchase Agreement, Sound Beach and
certain other stockholders of Sheldahl.
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c. "Joint Venture Agreement" shall have the meaning given that term in the
preliminary statement to this First Amendment.
d. "Merger Agreement" shall have the meaning given that term in the
preliminary statement to this First Amendment.
e. "Sound Beach" shall mean Sound Beach Technology Partners, LLC, a
Delaware limited liability company.
f. "Stock Purchase Agreement" shall have the meaning given that term in
the preliminary statement to this First Amendment.
g. "Subordinated Debt Agreement" shall have the meaning given that term in
the preliminary statement to this First Amendment.
h. "Voting Agreement" shall mean the voting agreement entered into among
the Purchasers under the Stock Purchase Agreement and Sound Beach
relating to election of the directors of Sheldahl.
2 Capitalized terms defined in the Joint Venture Agreement shall have the
same meanings herein.
3 Each of Sheldahl and Molex agrees and confirms that no defaults have
occurred and are continuing as of the date hereof under the Joint
Venture Agreement and hereby agree to waive all defaults by the other
party hereto, if any, which have occurred from the inception date of
the Joint Venture Agreement and up to and through the Effective Time.
4 Molex agrees that no Change of Ownership of Sheldahl or any default
under the Joint Venture Agreement shall be deemed to have occurred by
reason of the parties thereto having entered into the Merger Agreement,
the Stock Purchase Agreement, the Subordinated Debt Agreement, the
Governance Agreement and the Voting Agreement, or having consummated
the transactions and arrangements contemplated thereby.
5 Molex hereby waives its right, if any, to exercise any rights or
remedies under section 9.10 of the Joint Venture Agreement with respect
to the Company's failure to meet its business goals as specified in
Exhibit 9.10 thereto in all material respects for the periods ending
June 30, 1999 and June 30, 2000.
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6 Except as herein expressly amended, the Joint Venture Agreement is
ratified and confirmed in all respects and shall remain in full force
and effect in accordance with its terms.
7 From and after the Effective Time, all references to the Joint Venture
Agreement in the Joint Venture Agreement and any ancillary documents in
connection therewith shall mean the Joint Venture Agreement as amended
hereby.
8 From and after the Effective Time, the Joint Venture Agreement, as
amended hereby, shall constitute the entire agreement of the parties
with respect to the subject matter hereof.
9 This First Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original of this First
Amendment.
10 Notwithstanding anything is this First Amendment to the contrary, none
of the foregoing shall take effect and this First Amendment shall be
deemed terminated, null, void and without effect without any further
action on the part of either party hereto if the Merger Agreement, the
Stock Purchase Agreement or the Subordinated Debt Agreement is
terminated for any reason pursuant to the terms thereof.
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IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed by their respective authorized officers as of the date aforesaid.
SHELDAHL, INC.
By: /s/ EDWARD L. LUNDSTROM
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Name: Edward L. Lundstrom
Title: President
MOLEX INCORPORATED
By: /s/ THOMAS S. LEE
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Name: Thomas S. Lee
Title: Vice President New Ventures & Acquisitions
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