exv4w5






Exhibit 4.5




SECOND AMENDMENT TO




AMENDED AND RESTATED RIGHTS AGREEMENT



     This Second Amendment to Amended and Restated Rights Agreement, effective as of December 11,
2009 (this “Amendment”), is entered into by and between Trident Microsystems, Inc., a Delaware
corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability
company, as rights agent (the “Rights Agent”).



     WHEREAS, the Company and the Rights Agent are parties to the Amended and Restated Rights
Agreement, dated as of July 23, 2008, as amended by Amendment to Amended and Restated Rights
Agreement dated May 14, 2009 (as so amended, the “Rights Agreement”), (capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Rights Agreement);



     WHEREAS, the Company and Trident Microsystems (Far East) Ltd., a wholly-owned subsidiary of
the Company (“TMFE”) have entered into Share Exchange Agreement, dated October 4, 2009 (the
“Purchase Agreement”), with NXP B.V. (“NXP”), whereby TMFE and the Company will acquire certain
assets of the television systems and set-top box business lines of NXP and NXP will receive shares
of Common Stock and Series B Preferred Stock of the Company (the “Acquisition”);



     WHEREAS, in connection with the Purchase Agreement, the Company expects to enter into a
Stockholder Agreement (the “Stockholder Agreement”), with NXP;



     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time
supplement or amend the Rights Agreement, without the approval of the any holder of Rights, in
order to, among other things, make the provisions of the Rights Agreement inapplicable to a
particular transaction pursuant to which a person would otherwise become an Acquiring Person;



     WHEREAS, the Company desires to amend the Rights Agreement, on the terms set forth herein,
such that none of NXP or its Affiliates (as defined in the Stockholder Agreement) will become an
Acquiring Person, subject to such party’s compliance with the terms of the Stockholder Agreement;
and



     WHEREAS, all acts and things necessary to make this Amendment a valid agreement 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 authorized by the Company and the Rights
Agent.



     NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the
parties hereby agree as follows:



     Section 1. Amendment. Section 1(n) of the Rights Agreement shall be amended and
restated, as of immediately prior to the Effective Time (as defined in the Purchase Agreement), in
its entirety as follows:



 









 






     (n) “Exempt Person” shall mean, as the context may require, each, any and all of the
following:




     (i) the Company or any Subsidiary of the Company, including, without
limitation, in its fiduciary capacity, any employee benefit plan or employee or
director stock plan of the Company or of any Subsidiary of the Company, or any
Person, organized, appointed, established or holding Common Stock for or pursuant to
the terms of any such plan or any Person funding other employee benefits for
employees of the Company or any Subsidiary of the Company;




     (ii) Micronas (as such term is defined in the Stockholder Agreement, dated May
14, 2009 between the Company, TMFE and Micronas Semiconductor Holding AG (the
“Stockholder Agreement”)), or any Affiliate of Micronas, who acquires shares of
Common Stock (x) as Consideration Shares or shares issuable upon exercise of the
Warrants (as such terms are defined in the Purchase Agreement) pursuant to the terms
of the Purchase Agreement, dated March 31, 2009 (the “Purchase Agreement”), by and
between Micronas, the Company (solely with respect to the joint and several
undertaking on the signature page thereto and Sections 3.4, 4.3, 4.6.2, 4.6.3(d), 6,
8.7, 8.8, 8.9, 11 and 13-20 thereto), and Trident Microsystems (Far East) Ltd.
(“TMFE”), or (y) subject to the limitations and conditions set forth in the
Stockholder Agreement, anytime thereafter, in each case, so long as the aggregate
amount of the “Beneficial Ownership” of “Equity Securities” held by Micronas and any
Affiliate does not exceed the “Applicable Percentage” (as such terms are defined in
the Stockholder Agreement); provided, that neither Micronas nor any Affiliate of
Micronas shall cease to be an Exempt Person (x) by reason of a purchase of shares of
Common Stock in excess of the Applicable Percentage to the extent such purchase is
in a Rights Offering (as defined in the Stockholder Agreement) or an offer that was
made generally available to holders of equity securities of the Company, or (y) as a
result of the exercise or exchange of Rights held by Micronas or an Affiliate of
Micronas or (z) by reason of an acquisition of shares made in compliance with the
terms and conditions of the Stockholder Agreement; and




     (iii) NXP B.V., a Dutch besloten vennootschap (“NXP”), or any Affiliate (as
such term is defined in the Stockholder Agreement between NXP and the Company (the
“NXP Stockholder Agreement”)) of NXP who acquires shares of Common Stock of the
Company pursuant to the terms of the Share Exchange Agreement, dated October 4, 2009
(the “Share Exchange Agreement”), by and between NXP, the Company, and TMFE, or,
subject to the limitations and conditions set forth in the NXP Stockholder Agreement
and compliance with the terms of the NXP Stockholder Agreement, anytime thereafter.



          (a) Triggering Event” shall mean any event described in Section 11(a)(ii)(A), 11(a)(ii)(B) or
11(a)(ii)(C) or Section 13 hereof.







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     Section 2. No Triggering Event. Neither the execution or delivery of the Share
Exchange Agreement or other agreements entered into pursuant thereto or the performance by the
Company or NXP of its respective obligations thereunder, including the issuance of the shares of
common stock of the Company to NXP pursuant thereto, shall result in a Triggering Event as defined
in Section 1(mm) of the Rights Agreement.



     Section 3. Governing Law. 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 solely by residents of
such state and performed entirely within such state; provided, however, that all provisions
regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts made and to be
performed entirely within such state.



     Section 4. Counterparts. This Amendment may be executed in any number of counterparts
and 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.



     Section 5. No Modification. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which
are ratified and affirmed in all respects and shall continue in full force and effect. Without
limiting the foregoing, the Rights Agent shall not be subject to, nor required to interpret or
comply with, or determine if any other Person has complied with, the Purchase Agreement, the
Stockholder Agreement, the NXP Stockholder Agreement or the Share Exchange Agreement, even though
reference thereto may be made in this Amendment and the Rights Agreement.



* * *




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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Amended and
Restated Rights Agreement to be duly executed, and their seals affixed and attested, all as of
December 11, 2009.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	[SEAL]	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	TRIDENT MICROSYSTEMS, INC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ David L. Teichmann	 	 	 	By:	 	/s/ Pete J. Mangan	 	 	 	 
	 

	 	 

Name: David L. Teichmann
	 	 
	 	 	 	 

Name: Pete J. Mangan
	 	 	 	 
	 

	 	Title: Senior Vice President, General
	 	 	 	 	 	Title: Chief Financial Officer	 	 	 	 
	 

	 	          Counsel and Corporate Secretary	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[SEAL]	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	MELLON INVESTOR SERVICES LLC,

as Rights Agent
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joshua P. McGinn	 	 	 	By:	 	/s/ Maria G. Cooper	 	 	 	 
	 

	 	 

Name: Joshua P. McGinn
	 	 
	 	 	 	 

Name: Maria G. Cooper
	 	 	 	 
	 

	 	Title: Vice President
	 	 	 	 	 	Title: Vice President	 	 	 	 







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