AMENDMENT NO. 3
TO
SECURITIES PURCHASE AND HOLDERS AGREEMENT
AMENDMENT NO. 3 (this "Amendment"), dated as of September 20, 2000, to
the Securities Purchase and Holders Agreement, dated as of August 13, 1999, by
and among Intersil Holding Corporation, a Delaware corporation (the "Company"),
Sterling Holding Company, LLC, a Delaware limited liability company
("Sterling"), Manatee Investment Corporation, a Delaware corporation, Intersil
Prism, LLC, a Delaware limited liability company, Citicorp Mezzanine Partners,
L.P., a Delaware limited partnership ("CMP"), Xxxxxxx X. Xxxxx, and the
individuals and trust(s) listed as "Management Investors" on Schedule I thereto
and who joined the Original Stockholders Agreement, as provided therein, as
"Management Investors," as amended by Amendment No. 1 to the Securities Purchase
and Holders Agreement dated as of December 13, 1999 and Amendment No. 2 to the
Securities Purchase and Holders Agreement dated as of May 31, 2000 (the
"Original Stockholders Agreement").
R E C I T A L S
A. The parties hereto are parties to the Original Stockholders
Agreement.
B. The parties hereto desire to amend the Original Stockholders
Agreement, in accordance with the requirements of Section 9.3 thereof, and upon
the terms and conditions and in the manner set forth below.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used
herein without definition shall have the meanings ascribed to them in the
Original Stockholders Agreement.
2. Amendment to Section 4.4(b)(iii) of the Original Stockholders
Agreement. Section 4.4(b)(iii) of the Original Stockholders Agreement is hereby
amended to read, in its entirety, as follows:
"in the case of CMP, any Investor or Permitted Transferee, any
Person if such Person takes such Securities pursuant to a sale in
connection with a Public Offering or following a Public Offering in
open market transactions or under Rule 144 under the Securities
Act;"
3. Effectiveness. This Amendment shall be effective when executed by
the Company, Sterling and CMP.
4. Counterparts. This Amendment may be executed in two or more
counterparts (including by means of telecopied signature pages), all of which
shall be considered one and the same agreement.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal law of Delaware, without giving effect to
principles of conflicts of law.
6. Incorporation of Amendment. On and after the date hereof each
reference in the Original Stockholders Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import shall be a reference to
the Original Stockholders Agreement as amended hereby.
7. Continued Effectiveness of Original Stockholders Agreement. Except
as specifically amended above, all terms of the Original Stockholders Agreement
shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTERSIL HOLDING CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
STERLING HOLDING COMPANY, LLC
By: /s/ Xxxxx X. Xxxx
--------------------------------
Name: Xxxxx X. Xxxx
Title: Authorized Signatory
CITICORP MEZZANINE PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: President
