Exhibit 4.2


 


SECOND AMENDMENT TO RIGHTS
AGREEMENT


 


This Second Amendment to
Rights Agreement (the “Amendment”) between Vitesse Semiconductor Corporation
(the “Company”) and Computershare Trust Company N.A. (formerly known as
Equiserve Trust Company, N.A.) as rights agent (the “Rights Agent”), is dated October
16, 2009 and is effective as of October 15, 2009.


 


WHEREAS, the Company and
Equiserve Trust Company, N.A. entered into a certain Rights Agreement, dated as
of March 3, 2003 (the “Rights Agreement”);


 


WHEREAS, the Board of
Directors of the Company (the “Board”) has determined that it is in the best
interest of the Company and its stockholders to amend the Rights Agreement to
terminate the Rights Agreement as of the date hereof;


 


WHEREAS, Section 23 of the
Rights Agreement provides, among other things, that prior to the occurrence of
a “Section 8(a)(ii) Event” (as defined in the Rights Agreement), the Company
may, and the Rights Agent shall, if the Company so directs, supplement or amend
any provision of the Rights Agreement in any respect without the approval of
any holders of the Company’s common stock, and that upon the delivery of a
certificate from an appropriate officer of the Company which states that such
supplement or amendment is in compliance with the terms of the Rights Agreement
(the “Officers Certificate”), the Rights Agent shall execute such supplement or
amendment;


 


WHEREAS, the Officer’s
Certificate is being delivered to the Rights Agent concurrently with the
execution and delivery of this Amendment by the Company and the Rights Agent;
and


 


WHEREAS, all acts necessary
to make this Amendment a valid agreement, enforceable according to its terms,
have been done and performed, and the execution and delivery of this Amendment
by the Company and the Rights Agent have been in all respects duly authorized
by the Board and the Rights Agent.


 


NOW, THEREFORE, in
consideration of the promises and the mutual agreements set forth in the Rights
Agreement and this Amendment, the parties hereto agree as follows:


 


1.  The definition of “Final Expiration Date” in Section
1(a) of the Rights Agreement is hereby amended and restated in its entirety as
follows:


 


“Final Expiration Date” means October 15, 2009.


 


2.  This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware 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.


 


3.  This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
an original, and all such counterparts shall together


 

















 


constitute but one and the same instrument.  A signature to this Amendment transmitted
electronically shall have the same authority, effect, and enforceability as an
original signature.


 


4.  Capitalized terms used herein but not defined
shall have the meanings given to them in the Rights Agreement.


 


5.  The Company and the Rights Agent each hereby
waive any notice requirement under the Rights Agreement pertaining to this
Amendment or any of the matters covered by this Amendment.


 


[Remainder of
page intentionally left blank; signature page follows.]


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed on the day and year first above written.


 


	
   

  	
  VITESSE
  SEMICONDUCTOR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTOPHER R. GARDNER

  
	
   

  	
   

  	
  Name:
  Christopher R. Gardner

  
	
   

  	
   

  	
  Title:   Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPUTERSHARE
  TRUST COMPANY N.A., as Rights Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DENNIS MOCCIA

  
	
   

  	
   

  	
  Name:
  Dennis Moccia

  
	
   

  	
   

  	
  Title: Manager Contracts
  Administration

  



 


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