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EXHIBIT 10.66
[CONFORMED COPY]
AMENDMENT NO. 2
TO
PREFERRED SHARES RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO PREFERRED SHARES RIGHTS AGREEMENT dated as of
September 14, 1998 (this "Amendment") is made between CATALYST SEMICONDUCTOR,
INC., a Delaware corporation (the "COMPANY"), and BANKBOSTON, N.A., a national
banking association, formerly known as a The First National Bank of Boston, as
rights agent (the "RIGHTS AGENT").
RECITALS
A. The Company and the Rights Agent are parties to a Preferred Shares
Rights Agreement dated as of December 3, 1996 as amendmended by Amendment No. 1
thereto dated as May 22, 1998 (the "RIGHTS AGREEMENT").
B. Elex N.V. ("ELEX") previously purchased 1,500,000 shares of Common
Stock from the Company. Elex and the Company are entering into a Common Stock
Purchase Agreement (the "PURCHASE AGREEMENT") pursuant to which the Company will
issue and Elex will purchase up to 8,000,000 shares of Common Stock of the
Company (the "INVESTMENT"). The Board of Directors of the Company has authorized
and approved the Purchase Agreement and the transactions contemplated thereby.
C. Pursuant to Section 27 of the Rights Agreement, the Board of Directors
of the Company has determined that an amendment to the Rights Agreement as set
forth herein is necessary and desirable to reflect the foregoing and the Company
and the Rights Agent desire to evidence such amendment in writing.
NOW, THEREFOR, the parties hereto agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
Elex N.V. ("ELEX") shall not be deemed to be an Acquiring Person
solely by virtue of the announcement, occurrence or continuance of (i)
the execution of the Common Stock Purchase Agreement dated as of May
26, 1998 between Elex and the Company (the "PURCHASE AGREEMENT"), (ii)
the execution of the Common Stock Purchase Agreement dated as of
September 14, 1998 between Elex and the Company (the "SECOND PURCHASE
AGREEMENT"), (iii) the issuance to Elex of 1,500,000 shares of Common
Stock of the Company in accordance with the terms of the Purchase
Agreement and up to 8,000,000 shares of Common Stock of the Company in
accordance with the terms of the Second Purchase Agreement
(collectively, the "PERMITTED SHARES"), (iv) the consummation of any
and all
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other transactions contemplated by the Purchase Agreement and the
Second Purchase Agreement, or (iv) Elex holding the Permitted Shares;
provided, however, that if Elex and its Affiliates, at any time after
consumation of the transactions contemplated by the Second Purchase
Agreement and the issuance of all the Permitted Shares, collectively
shall be or become the Beneficial Owner of shares of Common Stock of
the Company other than the Permitted Shares, then Elex's exemption
from being deemed an Acquiring Person contained in this sentence shall
not be applicable.
2. Effectiveness. This Amendment shall be deemed effective as of
September 14, 1998 as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. Miscellaneous. This Amendment shall be deemed to be a contract
made under the laws of the State of California 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. This Amendment
may be executed in any number of counterparts, 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. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
[REMAINDER OF PAGE LEFT BLANK]
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IN WITNESS WHEREOF the undersigned have executed this Amendment No. 2 to
the Rights Agreement as of the date first above written.
CATALYST SEMICONDUCTOR, INC.
By: /s/ Radu M. Vanco
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Radu M. Vanco
President
ATTEST:
/s/Thomas E. Gay III
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Thomas E. Gay III
Vice President and
Chief Financial Officer
BANKBOSTON N.A.
By: /s/ Carol Mulvey-Eori
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Name: Carol Mulvey-Eori
Title: Administration Manager
ATTEST:
/s/ Jeff Seiders
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Name: Jeff Seiders
Title: Senior Account Administrator
[SIGNATURE PAGE TO AMENDMENT NO.1 TO
PREFERRED SHARES RIGHTS AGREEMENT]