exv4w2



 







Exhibit 4.2




AMENDMENT TO RIGHTS AGREEMENT




     THIS AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”), dated as of August 14,
2006, between MICRO LINEAR CORPORATION (the “Company”), and AMERICAN STOCK TRANSFER COMPANY, in its
capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:



     A. The Company and the Rights Agent have heretofore entered into that certain Preferred Shares
Rights Agreement (the “Rights Agreement”) dated as of August 13, 1998, pursuant to which the
Company and the Rights Agent may, from time to time, supplement or amend the Rights Agreement. All
capitalized terms used herein without further definition herein shall have the meanings ascribed
thereto in the Rights Agreement.



     B. On August 14,
 2006, the Board of Directors of the Company determined that it is in the best
interests of the Company to enter into that certain Agreement and Plan of Merger (the
“Merger Agreement”), by and among the Company, Sirenza Microdevices, Inc. (“Parent”) and Metric
Acquisition Corp. (“Merger Sub”).



     C. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, which
shall be the surviving corporation, in accordance with Delaware General Corporation Law.



     D. There is not as of the date hereof any Acquiring Person and no Distribution Date has
occurred under the Rights Agreement.



     E. Pursuant to Section 27 of the Rights Agreement, the Company desires to amend the Rights
Agreement to (i) render the Rights Agreement inapplicable to the Merger Agreement, the Merger (as
defined in the Merger Agreement), the Voting Agreements (as defined in the Merger Agreement)
executed in connection with the Merger and the other transactions contemplated by the Merger
Agreement, (ii) ensure that (a) none of Parent, Merger Sub or any other affiliate of Parent is an
Acquiring Person pursuant to the Rights Agreement by reason of the Merger, the execution of the
Merger Agreement or the Voting Agreements or any other transaction contemplated by the Merger
Agreement and (b) neither a Distribution Date nor a Shares Acquisition Date will occur, in the case
of clauses (a) and (b), by reason of the execution of the Merger Agreement, the execution of the
Voting Agreements or the consummation of the Merger or the other transactions contemplated by the
Merger Agreement and (c) provide that the Expiration Date shall occur immediately prior to the
effective time of the Merger.



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



     1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is amended to add
the following sentence at the end thereof:




“Notwithstanding anything in this
 Agreement to the contrary, none of Sirenza
Microdevices, Inc. (“Parent”) or Metric Acquisition Corp. (“Merger Sub”), or any
of their respective Affiliates or Associates shall be deemed to be an



- 1 -









 






“Acquiring Person” by virtue of (i) the approval, execution or delivery of the
Agreement and Plan of Merger, dated as of August 14, 2006 by and among Parent,
Merger Sub and the Company, as amended from time to time (the “Merger Agreement”),
(ii) the execution and delivery of any Voting Agreement (as defined in the Merger
Agreement); (iii) the consummation of the Merger (as defined in the Merger
Agreement), (iv) the consummation of any of the other transactions contemplated in
the Merger Agreement, or (v) the public announcement of any of the foregoing (each
such event, an “Exempt Event”).”



2. Amendment of Section 1(l). The definition of “Distribution Date” set forth in
Section 1(l) of the Rights Agreement is hereby amended to add the following sentence at the end
thereof:




“Notwithstanding anything in this Agreement to the contrary, the Distribution Date
shall not be deemed to have occurred as a result of an Exempt Event.”



3. Amendment of Section 1(q). The definition of “Expiration Date” set forth in
Section 1(q) of the Rights Agreement is hereby amended and restated to read in its entirety as
follows:




“(q) “Expiration Date” shall mean the earliest to occur of: (i) the Close of Business
on the Final Expiration Date, (ii) the Redemption Date, (iii) consummation of any transaction
contemplated by Section 13(f) hereof, (iv) the time at which the Board of Directors orders
the exchange of the Rights as provided in Section 24 hereof, or (v) immediately prior to the
Effective Time (as defined in the Merger Agreement).”



4. Amendment of Section 1(jj). Section 1(jj) of the Rights Agreement is amended to
add the following sentence at the end thereof:




“Notwithstanding anything in this Agreement to the contrary, the Shares Acquisition Date
shall not be deemed to have occurred as the result of an Exempt Event.”



5. Amendment of Section 11(a). Section 11(a) of the Rights Agreement is amended to
add the following clause (iv):




“(iv) Notwithstanding the foregoing or anything in this Agreement to the contrary,
this Section 11(a) shall not apply to any Exempt Event.”



6. Amendment of Section 13. Section 13 of the Rights Agreement is amended to add the
following sentence at the end thereof:




“Notwithstanding anything in this Agreement to the contrary, no Exempt Event shall
be deemed to be a Section 13 Event or to cause the Rights to be adjusted or
exercisable in accordance with, or any other action to be taken or obligation to
arise pursuant to, this Section 13.”



7. The Rights Agreement is hereby amended by adding Section 35 which shall read in its
entirety as follows:



- 2 -









 






“35. Termination. Notwithstanding anything to the contrary contained
herein, this Agreement shall terminate and the Rights shall expire and be of no
further force and effect immediately prior to the Effective Time (as defined in the
Merger Agreement). No “Triggering Event” shall be deemed to occur under this
Agreement as a result of the execution of the Merger Agreement, the execution of any
Voting Agreements contemplated by and defined in the Merger Agreement or as a result
of the consummation of the Merger defined in the Merger Agreement or any of the
transactions contemplated by the Merger Agreement.”



8. The Rights Agreement is hereby amended by adding Section 36 which shall read in its
entirety as follows:




“36. Exception. Notwithstanding anything in this Agreement to the
contrary, neither a Distribution Date nor a Shares Acquisition Date shall be deemed
to have occurred, and neither Parent nor Merger Sub shall be deemed to have become
an Acquiring Person, and no holder of any Rights shall be entitled to exercise such
Rights under, or be entitled to any rights pursuant to this Agreement, in any such
case solely by virtue of (a) the approval, execution or delivery of the Merger
Agreement (or any amendment thereto approved in advance by the Board of Directors of
the Company), (b) the execution and delivery of any Voting Agreement (as defined in
the Merger Agreement), or (c) the consummation of the transactions contemplated by
the Merger Agreement.”





9. Rights Agreement as Amended. The term “Agreement” as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby. Except as set forth herein,
the Rights Agreement shall remain in full force and effect and otherwise shall be unaffected
hereby.



10. Effectiveness. All amendments made to the Rights Agreement in this Amendment
shall be deemed to apply retroactively as well as prospectively. This Amendment shall be deemed
effective as of August 14, 2006, as if executed by both parties hereto on such date.



11. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware and for all purposes shall be governed by and construed in
accordance with all laws of such State applicable to contracts to be made and performed entirely
within such State.



12. Counterparts. This Amendment may be executed in counterparts, each of which shall
be an original, but such counterparts shall together constitute one and the same instrument.



- 3 -









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the date and year first above written.



	 	 	 	 	 
	 	MICRO LINEAR CORPORATION

 	 
	 	By:  	/s/ MICHAEL W. SCHRADLE
 	 
	 	 	Michael W. Schradle 	 



	 	 	 	 	 	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER AND TRUST COMPANY	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	/s/ ISAAC J. KAGAN	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Isaac J. Kagan	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Chief Financial Officer 	 	 






- 4 -