EXHIBIT 4.7
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1 (the "AMENDMENT"), dated as of October 7, 2002, to the
Rights Agreement (the "RIGHTS AGREEMENT"), dated as of March 15, 1996, between
Vari-L Company, Inc., a Colorado corporation (the "CORPORATION"), and American
Securities Transfer, Inc. ("AST"), is being executed at the direction of the
Corporation.
WHEREAS, by operation of Section 19 of the Rights Agreement,
Computershare Trust Company, Inc., successor in interest to AST, has replaced
AST as Rights Agent under the Rights Agreement;
WHEREAS, pursuant to that certain Loan Agreement (the "LOAN
AGREEMENT"), dated as of October 7, 2002, by and among the Corporation and
Sirenza Microdevices, Inc., a Delaware corporation ("SIRENZA"), the parties
thereto have entered into a loan facility pursuant to which, among other things,
the Corporation will issue a promissory note (the "NOTE") to Sirenza that is
convertible, upon the occurrence of certain events and at the option of Steeler,
into common stock of the Corporation;
WHEREAS, the Corporation further intends to enter into a definitive
agreement with Steeler pursuant to which, among other things, Sirenza and / or
an Affiliate (as defined in the Rights Agreement) or Associate (as defined in
the Rights Agreement) of Sirenza would acquire all or substantially all of the
assets of the Corporation or the common stock of the Corporation (whether by
tender offer, exchange offer, merger or otherwise) (the "DEFINITIVE AGREEMENT");
WHEREAS, on October 4, 2002, the Board of Directors of the Corporation
resolved to amend the Rights Agreement to render the Rights (as defined in the
Rights Agreement) inapplicable to the Loan Agreement and the other transactions
contemplated by the Loan Agreement, the Note, the Definitive Agreement and the
other transactions contemplated thereby; and
WHEREAS, Section 27 of the Rights Agreement permits the Corporation
from time to time to supplement and amend the Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and the agreements,
provisions and covenants herein contained, the parties agree as follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following new paragraph at the end of Section 1:
"Notwithstanding anything in this Agreement that might otherwise be
deemed to the contrary, neither Sirenza Microdevices, Inc., a Delaware
corporation ("SIRENZA") nor any of its Affiliates or Associates shall be deemed
an Acquiring Person and no Distribution Date, Triggering Event, Section
11(a)(ii) Event or Section 13 Event shall be deemed to occur, in each such case,
by the approval, announcement, execution, delivery or performance of (i) that
certain Loan Agreement (the "LOAN AGREEMENT"), dated as of October 7, 2002, by
and among the Corporation and Sirenza, and the consummation of the transactions
contemplated therein including the issuance by the Corporation of a promissory
note convertible into the Corporation's Common Shares or the issuance of the
Corporation's Common Shares issuable
1.
upon conversion thereof or (ii) a definitive agreement by and among the
Corporation and Sirenza (or an Affiliate or Associate of Sirenza) pursuant to
which, among other things, Sirenza or an Affiliate or Associate of Sirenza would
acquire all or substantially all of the assets of the Corporation or the Common
Shares of the Corporation (whether by tender offer, exchange offer, merger or
otherwise) (the "DEFINITIVE AGREEMENT") and the transactions contemplated
therein; provided that such Definitive Agreement is approved by the
Corporation's Board of Directors and executed by and on behalf of the
Corporation. No such event shall entitle or permit the holders of the Rights to
exercise the Rights or otherwise affect the rights of the holders of the Rights,
including giving the holders of the Rights the right to acquire securities of
any party to the Loan Agreement or the Definitive Agreement."
2. Section 7(a) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price for the total
number of Common Shares (or other securities, as the case may be) as to which
such surrendered Rights are exercised, at or prior to the earliest of (i) the
Final Expiration Date, or (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (the "Redemption Date"). For purposes of this
Agreement, "Final Expiration Date" shall mean the earlier of (A) immediately
prior to the close of the transaction or transactions contemplated by the
Definitive Agreement or (B) the close of business on March 15, 2006."
3. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment, but shall remain in full force and effect. This
Amendment may be executed in one or more counterparts, all of which shall be
considered one and the same amendment and each of which shall be deemed an
original.
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2.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
VARI-L COMPANY, INC. COMPUTERSHARE TRUST
COMPANY, INC. as Rights Agent
By: /s/ RICHARD P. DUTKIEWICZ By: /s/ KELLIE GWINN
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Name: Richard P. Dutkiewicz Name: Kellie Gwinn
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Title: Vice President of Finance and Title: Vice President
Chief Financial Officer -----------------------------
COMPUTERSHARE TRUST
COMPANY, INC. as Rights Agent
By: /s/ DAN YEWER
--------------------------------
Name: Dan Yewer
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Title: President
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[SIGNATURE PAGE TO AMENDMENT TO RIGHTS AGREEMENT]
COMPLIANCE CERTIFICATE
Richard P. Dutkiewicz hereby certifies that he is the duly elected,
qualified and acting Vice President of Finance and Chief Financial Officer of
Vari-L Company, Inc., a Colorado corporation (the "CORPORATION"), and hereby
further certifies as follows pursuant to Section 27 of the Rights Agreement (the
"RIGHTS AGREEMENT"), dated as of March 15, 1996, between the Corporation, and
Computershare Trust Company, Inc. (the "RIGHTS AGENT"), as successor in interest
to American Securities Transfer, Inc.:
1. The above first amendment to the Rights Agreement (the "AMENDMENT")
is in compliance with the terms of Section 27 of the Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate on
the 7th day of October, 2002.
/s/ RICHARD P. DUTKIEWICZ
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Richard P. Dutkiewicz
Vice President of Finance and
Chief Financial Officer
[COMPLIANCE CERTIFICATE]