FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Exhibit 4.4
FIRST AMENDMENT TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment to Amended and Restated Rights Agreement, effective as of May 14, 2009 (this
“Amendment”), is entered into by and between Trident Microsystems, Inc., a Delaware corporation
(the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as
rights agent (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent are parties to the Amended and Restated Rights
Agreement, dated as of July 23, 2008 (the “Rights Agreement”) (capitalized terms used herein but
not defined shall have the meanings ascribed to them in the Rights Agreement);
WHEREAS, the Company (solely with respect to the joint and several undertaking on the
signature page thereto and Sections 3.4, 4.3, 4.6.2, 4.6.3(d), 6, 8.7, 8.8, 8.9, 11 and 13-20
thereto), and Trident Microsystems (Far East) Ltd., a wholly-owned subsidiary of the Company
(“TMFE”) have entered into Purchase Agreement, dated March 31, 2009 (the “Purchase Agreement”),
with Micronas Semiconductor Holding AG (“Micronas”), whereby TMFE and the Company will acquire
certain assets of Micronas and Micronas will receive shares of Common Stock and warrants to
purchase Common Stock of the Company (the “Acquisition”);
WHEREAS, in connection with the Purchase Agreement, the Company will enter into a
Stockholder’s Agreement, dated May 14, 2009 (the “Stockholder Agreement”), with Micronas;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time
supplement or amend the Rights Agreement, without the approval of the any holder of Rights, in
order to, among other things, make the provisions of the Rights Agreement inapplicable to a
particular transaction pursuant to which a person would otherwise become an Acquiring Person;
WHEREAS, the Company desires to amend the Rights Agreement, on the terms set forth herein,
such that none of the Micronas Parties (as defined by the Stockholder Agreement) will become an
Acquiring Person, subject to such Micronas Party’s compliance with the terms of the Stockholder
Agreement; and
WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to
its terms have been done and performed, and the execution and delivery of this Amendment by the
Company and the Rights Agent have been in all respects authorized by the Company and the Rights
Agent.
NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the
parties hereby agree as follows:
Section 1. Amendment. Section 1(n) of the Rights Agreement shall be amended and
restated, as of immediately prior to the Effective Time (as defined in the Purchase Agreement), in
its entirety as follows:
(n) “Exempt Person” shall mean, as the context may require, each, any and all of the
following:
(i) the Company or any Subsidiary of the Company, including, without limitation, in
its fiduciary capacity, any employee benefit plan or employee or director stock plan of
the Company or of any Subsidiary of the Company, or any Person, organized, appointed,
established or holding Common Stock for or pursuant to the terms of any such plan or any
Person funding other employee benefits for employees of the Company or any Subsidiary of
the Company; and
(ii) Micronas (as such term is defined in the Stockholder Agreement, dated May 14,
2009 between the Company, TMFE and Micronas Semiconductor Holding AG (the “Stockholder
Agreement”)), or any Affiliate of Micronas, who acquires shares of Common Stock (x) as
Consideration Shares or shares issuable upon exercise of the Warrants (as such terms are
defined in the Purchase Agreement) pursuant to the terms of the Purchase Agreement,
dated March 31, 2009 (the “Purchase Agreement”), by and between Micronas, the Company
(solely with respect to the joint and several undertaking on the signature page thereto
and Sections 3.4, 4.3, 4.6.2, 4.6.3(d), 6, 8.7, 8.8, 8.9, 11 and 13-20 thereto), and
Trident Microsystems (Far East) Ltd. (“TMFE”), or (y) subject to the limitations and
conditions set forth in the Stockholder Agreement, anytime thereafter, in each case, so
long as the aggregate amount of the “Beneficial Ownership” of “Equity Securities” held
by Micronas and any Affiliate does not exceed the “Applicable Percentage” (as such terms
are defined in the Stockholder Agreement); provided, that neither Micronas nor any
Affiliate of Micronas shall cease to be an Exempt Person (x) by reason of a purchase of
shares of Common Stock in excess of the Applicable Percentage to the extent such
purchase is in a Rights Offering (as defined in the Stockholder Agreement) or an offer
that was made generally available to holders of equity securities of the Company, or (y)
as a result of the exercise or exchange of Rights held by Micronas or an Affiliate of
Micronas or (z) by reason of an acquisition of shares made in compliance with the terms
and conditions of the Stockholder Agreement.
Section 2. Governing Law. This Amendment shall be deemed to be a contract made 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 solely by residents of
such state and performed entirely within such state; provided, however, that all provisions
regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts made and to be
performed entirely within such state.
Section 3. Counterparts. 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.
Section 4. No Modification. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which
2
are ratified and affirmed in all respects and shall continue in full force and effect.
Without limiting the foregoing, the Rights Agent shall not be subject to, nor required to interpret
or comply with, or determine if any other Person has complied with, the Purchase Agreement or the
Stockholder Agreement, even though reference thereto may be made in this Amendment and the Rights
Agreement.
* * *
[Remainder of page intentionally left blank]
3
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Amended and
Restated Rights Agreement to be duly executed, and their seals affixed and attested, all as of May
14, 2009.
| [SEAL] | ||||||||||||||
| ATTEST: | TRIDENT MICROSYSTEMS, INC. | |||||||||||||
| By: | /s/ XXXXX X. XXXXXXXXX | By: | /s/ XXXX X. XXXXXX | |||||||||||
| Name: | Xxxxx X. Xxxxxxxxx | Name: | Xxxx X. Xxxxxx | |||||||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | Title: | Chief Financial Officer | |||||||||||
| [SEAL] | ||||||||||||||
| ATTEST: | MELLON INVESTOR SERVICES LLC, as Rights Agent |
|||||||||||||
| By: | /s/ XXXXX XXXXXX | By: | /s/ XXXXXX X. XXXXXX | |||||||||||
| Name: | Xxxxx Xxxxxx | Name: | Xxxxxx X. XxXxxx | |||||||||||
| Title: | Relationship Manager | Title: | Senior Relationship Manager | |||||||||||
4
