Exhibit 99.01
AMENDMENT NO. 4
TO
SECURITIES PURCHASE AND HOLDERS AGREEMENT
AMENDMENT NO. 4 (this "Amendment"), dated as of April 2, 2002,
to the Securities Purchase and Holders Agreement, dated as of August 13, 1999,
by and among Intersil Holding Corporation, a Delaware corporation now known as
Intersil Corporation (the "Company"), Sterling Holding Company, LLC, a Delaware
limited liability company, Manatee Investment Corporation, a Delaware
corporation, Intersil Prism, LLC, a Delaware limited liability company, Citicorp
Mezzanine Partners, L.P., a Delaware limited partnership, William N. Stout, 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" (collectively, the "Management Investors"), as amended
by Amendment No. 1 to the Securities Purchase and Holders Agreement dated as of
December 13, 1999, Amendment No. 2 to the Securities Purchase and Holders
Agreement dated as of May 31, 2000, and Amendment No. 3 to the Securities
Purchase and Holders Agreement dated as of September 20, 2000 (the "Original
Stockholders Agreement").
Background
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.
Terms
In consideration of the mutual covenants contained herein and intending
to be legally bound hereby, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used
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herein without definition shall have the meanings ascribed to them in the
Original Stockholders Agreement.
2. Amendment to Original Stockholders Agreement. Section 6.2 of the
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Original Stockholders Agreement is hereby amended to read, in its entirety, as
follows:
6.2. Directors and Voting Agreements. Each Investor shall
take, at any time and from time to time, all action necessary (including,
without limitation, voting the Class A Common Stock owned by him, her or it,
calling special meetings of stockholders and executing and delivering written
consents) to ensure that the Board of Directors of the Company is composed at
all times of up to eight persons, determined as follows: (i) the chief executive
officer of the Company; (ii) one individual designated by Sterling; (iii) up to
five independent directors, who shall be designated by Sterling (to the extent
permitted by applicable law as determined by Sterling in its sole discretion),
subject to the right of the holders of a majority of the outstanding shares of
Class A Common Stock (including any shares of Class A Common Stock held by
Sterling) to veto the election of any such independent director, provided that
in the event that Sterling concludes that it is unable to designate, or elects
not to designate for any reason, one or more of such independent directors or
the election of any such independent director is not approved by the holders of
a majority of the outstanding shares of Class A Common Stock, such
directorship(s) shall not be filled by the remaining members of the Company's
Board of Directors but shall remain vacant until the election of a director
designated by Sterling to fill such vacancy in accordance with this Section 6.2;
and (iv) at all times, but only at such times, when the Board of Directors of
the Company includes five independent directors determined in accordance with
clause (iii) of this Section 6.2, one additional individual designated by
Sterling, and provided that, notwithstanding clauses (i) through (iv) of this
Section 6.2, if Sterling at any time owns of record in excess of 50% of the
Class A Common Stock then outstanding, then the Board of Directors of the
Company shall consist of the chief executive officer of the Company and up to
seven individuals designated by Sterling in its sole discretion.
3. Effectiveness. This Amendment shall take effect upon the filing of
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the certificate of amendment to the Company's Amended and Restated Certificate
of Incorporation ("Charter") providing for the amendment to the Charter approved
by the Company's Board of Directors on March 10, 2002 (the "Certificate of
Amendment") with the Secretary of State of the State of Delaware. If the
proposal to amend the Company's Charter as provided for by the Certificate of
Amendment is not approved by the holders of a majority of the outstanding Class
A Common Stock entitled to vote thereon at the 2002 annual meeting of the
Company, or any adjournment thereof, this Amendment shall terminate and be of no
further force or effect.
4. Miscellaneous.
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4.1. Headings. The headings preceding the text of the sections and
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subsections of this Amendment are for convenience of reference only and shall
not constitute a part of this Amendment, nor shall they affect its meaning,
construction or effect.
4.2. Counterparts. This Amendment may be executed in counterparts, each
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of which when so executed shall be deemed to be an original, and all of which
taken together shall constitute one and the same instrument.
4.3. Governing Law. This Amendment shall be governed by and construed
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in accordance with the internal law of Delaware, without giving effect to
principles of conflicts of law.
4.4. Incorporation of Amendment. On and after the date hereof each
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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.
4.5. Continued Effectiveness of Original Stockholders Agreement. Except
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as specifically amended above, all terms of the Original Stockholders Agreement
shall remain unchanged and in full force and effect.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the date first written above.
INTERSIL CORPORATION
By: /s/ Gregory L. Williams
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Name: Gregory L. Williams
Title: President and Chief Executive Officer
STERLING HOLDING COMPANY, LLC
By: CITICORP VENTURE CAPITAL LTD.
By: /s/ James A. Urry
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Name: James A. Urry
Title: VP
MANAGEMENT INVESTORS:
/s/ Lawrence J. Ciaccia
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Lawrence J. Ciaccia
/s/ Julie B. Forbes
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Julie B. Forbes
/s/ Rick Furtney
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Rick Furtney
[SIGNATURE PAGES CONTINUE ON THE FOLLOWING PAGE]
/s/ Daniel J. Heneghan
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Daniel J. Heneghan
/s/ Stephen M. Moran
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Stephen M. Moran
/s/ Gregory L. Williams
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Gregory L. Williams