EXHIBIT B
AMENDMENT NO. 2 TO
STOCKHOLDERS AGREEMENT
This Amendment No. 2 to Stockholders Agreement (the "Amendment") is made
and entered into as of February __, 2000, by and among Integrated Circuit
Systems, Inc., a Pennsylvania corporation (the "Company"), each of the Persons
listed on Schedule I attached hereto (the "Bain Stockholders"), each of the
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Persons listed on Schedule II attached hereto (the "Bear Xxxxxxx Stockholder"),
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the Person listed on Schedule III hereto (the "First Boston Stockholder") and
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the Person listed on Schedule IV hereto (the "Intel Stockholder").
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RECITALS
A. The Company entered into a Confidentiality Agreement with Intel
Corporation on December 29, 1999 (the "Confidentiality Agreement") in connection
with the Series A Cumulative Convertible Preferred Stock Purchase Agreement
dated December 23, 1999 between the Company and Intel Corporation (the "Purchase
Agreement"). Under Section 1.6 of the Confidentiality Agreement, the Company is
required to use its reasonable best efforts to amend the Stockholders Agreement
dated as of May 11, 1999 by and among the Bain Stockholders, the Bear Xxxxxxx
Stockholders, the First Boston Stockholder, the Intel Stockholder and the
Company, as amended by Amendment No. 1 dated December 29, 1999 (as amended, the
"Stockholders Agreement"), to include the terms and provisions of the
Confidentiality Agreement.
B. Terms not otherwise defined in this Amendment have the meanings given
to them in the Stockholders Agreement.
AGREEMENT
The parties hereto, intending to be legally bound, hereby agree as follows:
1. This Amendment constitutes an amendment to the Stockholders Agreement.
Except as specifically amended pursuant to the terms of this
Amendment, all of the terms of the Stockholders Agreement shall
continue in full force and effect.
2. Section 29 is hereby added to the Stockholders Agreement to read in
full as follows:
The Stockholders hereby agree to comply with
the terms and provisions of the
Confidentiality Agreement dated December 29,
1999 by and between the Company and Intel
Corporation (a copy of which is attached
hereto and marked as Exhibit A) that are
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applicable to the Company to the same extent
that the Company is bound thereby.
3. Miscellaneous.
(a) Entire Agreement. Except as otherwise expressly set forth herein,
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this Amendment embodies the complete agreement and understanding
among the parties hereto with respect to the subject matter
hereof and supersedes
and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.
(b) Successors and Assigns. Except as otherwise provided herein, this
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Amendment shall bind and inure to the benefit of and be
enforceable by the Company and its successors and assigns and the
Stockholders and any subsequent holders of Stockholder Shares and
the respective successors and assigns of each of them, so long as
they hold Stockholder Shares.
(c) Counterparts. This Amendment may be executed in multiple
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counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same agreement.
(d) Governing Law. The corporate law of the Commonwealth of
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Pennsylvania shall govern all issues and questions concerning the
relative rights of the Company and its stockholders. All other
issues and questions concerning the construction, validity,
interpretation and enforceability of this Amendment and the
exhibits and schedules hereto shall be governed by, and construed
in accordance with, the laws of the Commonwealth of Pennsylvania,
without giving effect to any choice of law or conflict of law
rules or provisions (whether of the Commonwealth of Pennsylvania
or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the Commonwealth of
Pennsylvania.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
INTEGRATED CIRCUIT SYSTEMS, INC.
By:___________________________________
Name: Xxxx X. Xxx
Its: President and Chief Executive Officer
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BAIN STOCKHOLDERS:
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XXXX CAPITAL FUND VI, L.P. BCIP ASSOCIATES II-C
By: Xxxx Capital Partners VI, L.P. By: /s/ Xxxxxxx Xxxxxx
Its: General Partner -----------------------
Name: Xxxxxxx Xxxxxx
By: Xxxx Capital Investors VI, Inc. Its: Managing Director
Its: General Partner
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Its: Managing Director PEP INVESTMENTS PTY LTD.
BCIP TRUST ASSOCIATES II By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
By: /s/ Xxxxxxx Xxxxxx Its: Managing Director
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Name: Xxxxxxx Xxxxxx
Its: Managing Director XXXXXXXX STREET PARTNERS II
BCIP TRUST ASSOCIATES II-B By:_____________________________
Name:
Its:
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx XXXXXXXX STREET PARTNERS 1998
Its: Managing Director DIF, L.L.C.
BCIP ASSOCIATES II By:_____________________________
Name:
Its:
By:
Name: Xxxxxxx Xxxxxx
Its: Managing Director
BCIP ASSOCIATES II-B
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Its: Managing Director
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BEAR XXXXXXX STOCKHOLDER:
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ICST ACQUISITION CORP.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Its: Vice President
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FIRST BOSTON STOCKHOLDER:
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INTEGRATED CIRCUIT SYSTEMS
EQUITY INVESTORS, L.L.C.
By:_________________________________
Name:
Its:
INTEL STOCKHOLDER:
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INTEL CORPORATION
By: /s/ Arvind Sodhni
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Name: Arvind Sodhni
Its: Vice President and Treasurer
SCHEDULE I
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Bain Stockholders
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Xxxx Capital Fund VI, L.P.
BCIP Associates II
BCIP Trust Associates II
BCIP Associates II-B
BCIP Trust Associates II-B
BCIP Associates II-C
PEP Investments PTY Ltd.
Xxxxxxxx Street Partners II
Xxxxxxxx Street Partners 1998 DIF, L.L.C.
SCHEDULE II
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Bear Xxxxxxx Stockholder
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ICST Acquisition Corp.
SCHEDULE III
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First Boston Stockholder
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Integrated Circuit Systems Equity Investors, L.L.C.
SCHEDULE IV
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Intel Stockholder
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Intel Corporation
EXHIBIT A
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[Confidentiality Agreement entered into with Intel]
