Unassociated Document


    EXHIBIT
      4.2

    
 

    AMENDMENT
      NO. 2 TO

    


    PREFERRED
      STOCK RIGHTS AGREEMENT

    


    This
      Amendment No. 2 (the “Amendment”),
      dated
      effective as of December 10, 2007, to the Preferred Stock Rights Agreement,
      dated as of June 27, 2002, as amended on March 16, 2003 (as so amended, the
      “Rights
      Agreement”),
      by
      and between Genesis Microchip Inc., a Delaware corporation (the “Company”),
      and
      Mellon Investor Services LLC (the “Rights
      Agent”),
      is
      being executed at the direction of the Company.

    


    WHEREAS,
      the
      Company, STMicroelectronics N.V., a limited liability company organized under
      the laws of the Netherlands, with its corporate seat in Amsterdam, the
      Netherlands (“ST”),
      and
      Sophia Acquisition Corp., a Delaware corporation and wholly owned subsidiary
      of
      ST (“Merger
      Sub”),
      have
      determined that it is in the best interests of their respective shareholders
      for
      ST to acquire the Company;

    


    WHEREAS,
      in
      furtherance of such acquisition, the Company, ST and Merger Sub intend to enter
      into an Agreement and Plan of Merger (the “Merger
      Agreement”)
      pursuant to which, among other things, (i) Merger Sub shall commence a cash
      tender offer (the “Offer”)
      to
      purchase all of the issued and outstanding shares of common stock of the Company
      and (ii) following the consummation of the Offer, Merger Sub will be merged
      with
      and into the Company with the Company as the surviving corporation, and the
      Company will become a wholly owned subsidiary of ST (the "Merger");
      

    


    WHEREAS,
      on
      December 10, 2007, the Board of Directors of the Company resolved to amend
      the
      Rights Agreement to render the Rights inapplicable to the Offer, the Merger
      and
      the other transactions contemplated by the Merger Agreement, effective upon
      the
      execution of the Merger Agreement by the parties thereto;

    


    WHEREAS,
      Section
      27 of the Rights Agreement provides that subject to the penultimate sentence
      thereof, prior to the occurrence of a Distribution Date (as defined in the
      Rights Agreement), the Company may supplement or amend the Rights Agreement
      in
      any respect without the approval of any holders of Rights (as defined in the
      Rights Agreement) and the Rights Agent shall, if the Company so directs, execute
      such supplement or amendment; and

    


    WHEREAS,
      no Distribution Date has occurred and no person has been an Acquiring Person
      (as
      defined in the Rights Agreement).

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the agreements, provisions and covenants
      herein contained, the parties agree as follows, such agreement to become
      effective immediately upon, and concurrent with, the execution of the Merger
      Agreement by the parties thereto:

    


    1. Section
      1(q) of the Rights Agreement is hereby amended to read in its entirety as
      follows:

    


    “Expiration
      Date”
      shall
      mean the earliest to occur of: (i) the Close of Business on the Final Expiration
      Date, (ii) the Redemption Date, (iii) the time at which the Board of Directors
      orders the exchange of the Rights as provided in Section 24 hereof, or (iv)
      upon
      the Effective Time, as such term is defined in that certain Agreement and Plan
      of Merger, dated as of December 10, 2007 (the “Merger
      Agreement”),
      by
      and among the Company, ST Microelectronics N.V., a limited liability company
      organized under the Laws of the Netherlands, with its corporate seat in
      Amsterdam, the Netherlands (“ST”),
      and
      Sophia Acquisition Corp., a Delaware corporation and wholly owned subsidiary
      of
      ST (“Merger
      Sub”).
      The
      Company shall provide the Rights Agent with prompt written notice of the
      occurrence of the Effective Time (as defined in the Merger
      Agreement).”

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    2. Section
      1
      of the Rights Agreement is hereby amended by adding the following new paragraph
      at the end of Section 1(a):

    


    “Notwithstanding
      anything in this Agreement that might otherwise be deemed to the contrary,
      neither ST, Merger Sub nor any of their Affiliates or Associates shall be deemed
      an Acquiring Person and none of the Distribution Date, Shares Acquisition Date,
      “flip-in” even described in Section 11 hereof, Section 13 Event or Triggering
      Event shall be deemed to occur, in each such case, by the approval, execution,
      delivery or performance of the Merger Agreement, the making of the Offer (as
      defined in the Merger Agreement), the acceptance of Common Shares for payment
      in
      exchange therefor by Merger Sub pursuant to the Offer, the acquisition of Common
      Shares pursuant to the terms of the Merger Agreement, the consummation of the
      Merger (as defined in the Merger Agreement) or the consummation of the other
      transactions contemplated by the Merger Agreement. No such event shall result
      in
      the Rights becoming evidenced by, and transferable pursuant to, certificates
      separate from the certificates representing the Common Shares, or becoming
      exercisable. In addition, 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 Rights, including giving the holders of the Rights the right to acquire
      securities of any party to the Merger Agreement.”

    


    3. The
      Rights Agreement shall not otherwise be supplemented or amended by virtue of
      this Amendment, but shall remain in full force and effect. All defined terms
      and
      definitions in the Rights Agreement shall be the same in the Amendment except
      as
      specifically revised by the Amendment. 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.

    


    4. The
      Rights Agent shall not be subject to, nor required to interpret or comply with,
      nor determine if any person has complied with, the Merger Agreement, even though
      references thereto may be made in this Amendment and the Rights
      Agreement.

    


    5. By
      its
      execution and delivery hereof, the Company directs the Rights Agent to execute
      this Amendment.

    


    6. This
      Amendment No. 2 shall be deemed 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; except that all provisions regarding the rights,
      duties, obligations and immunities 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.

    


    [Signature
      Page To Follow]

    


    
      
        
        

      

      
        -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.

    


     

    
      
        	
                GENESIS
                  MICROCHIP INC.

              	 	
                MELLON
                  INVESTOR SERVICES LLC, 

                as
                  Rights Agent

              
	 	 	 
	 	 	 
	
                /s/
                  Elias Antoun

              	 	
                /s/
                  Sharon Magidson

              
	
                By:
                  Elias Antoun

              	 	
                By:
                  Sharon Magidson

              
	
                Title:
                  President & Chief Financial Officer

              	 	
                Title:
                  Assistant Vice President

              


      

    

    


    
      
        
        

      

      
        -3-