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AMENDMENT NO. 1
TO
SECURITIES PURCHASE AND HOLDERS AGREEMENT
This Amendment No. 1 to the Securities Purchase and Holders Agreement
(this "Amendment") is made as of December 13, 1999, 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 ("Harris"), Intersil Prism, LLC, a Delaware
limited liability company ("Prism LLC"), Citicorp Mezzanine Partners, L.P., a
Delaware limited partnership ("CMP"), and the Management Investors. Sterling,
Harris, Prism LLC, and the Management Investors are sometimes referred to
hereinafter individually as an "Investor" and collectively as the "Investors."
R E C I T A L S
The Company and the Investors are parties to that certain Securities
Purchase and Holders Agreement dated August 13, 1999 (the "Securities Purchase
and Holders Agreement"). The Company and the Investors desire to amend the
Securities Purchase and Holders Agreement as set forth herein. Capitalized terms
used but not defined herein shall have the meanings set forth in the Securities
Purchase and Holders Agreement.
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. Directors of Company Subsidiaries. Section 6.5 of the Securities
Purchase and Holders Agreement is hereby amended to read in its
entirety as follows:
"6.5 Directors of Company Subsidiaries. The Company shall take,
and each of the Investors agrees that he or it shall cause the
Company to take, at any time and from time to time, all action
necessary (including voting all shares of common stock of
Intersil, calling special meetings of stockholders and executing
and delivering written consents) to ensure that the Board of
Directors of Intersil is identical to the Board of Directors of
the Company."
2. Effectiveness. This Amendment shall be effective when executed by
the Company and Sterling.
3. 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.
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4. No Other Amendments. Except as expressly set forth in this
amendment, no other amendment or modification is made to any
other provisions of the Securities Purchase and Holders
Agreement, and the Securities Purchase and Holders Agreement
shall remain in full force and effect, as amended hereby, and as
so amended the Company and each of the Investors hereby reaffirm
all of their respective rights and obligations thereunder.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Securities Purchase and Holders Agreement as of the date first written
above.
INTERSIL HOLDING CORPORATION
By: /s/ Gregory L. Williams
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Name: Gregory L. Williams
Title: Chief Executive Officer
STERLING HOLDING COMPANY, LLC
By: /s/ James A. Urry
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Name: James A. Urry
Title: Authorized Signatory
MANATEE INVESTMENT CORPORATION
By: /s/ Ronald R. Spoehel
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Name: Ronald R. Spoehel
Title: Vice President
CITICORP MEZZANINE PARTNERS, L.P.
By: /s/ illegible
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Name:
Title: Authorized Signatory
INTERSIL PRISM, LLC
By: /s/ Daniel Heneghan
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Name: Daniel Heneghan
Title: Authorized Signatory
