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EXHIBIT 4.3
TPG PARTNERS II, L.P.
000 XXXXXXXXXX XXXXXX
XXX XXXXXXXXX, XX 00000
November 18, 1997
Warburg, Xxxxxx Capital Company, X.X.
Xxxxxxx, Xxxxxx & Co.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen and Ladies:
Reference is made to the Stockholders Voting Agreement (the "Voting
Agreement") dated as of July 20, 1997, among TPG Partners II, L.P. ("Parent"),
on the one hand, and Warburg, Xxxxxx Capital Company, L.P. and Warburg, Xxxxxx &
Co., on the other hand, and to the Agreement and Plan of Merger, dated as of
July 20, 1997, between Zilog, Inc. and Parent, as amended through the date
hereof (the "Merger Agreement"). Capitalized terms used but not defined herein
shall have the meanings set forth in the Merger Agreement. The purpose of this
letter agreement is to amend, pursuant to Section 9(a) of the Voting Agreement,
Section 4 of the Voting Agreement. The parties hereto hereby agree to amend and
restate Section 4 of the Voting Agreement to read in its entirety as follows:
4. Election to Retain Company Stock and Stockholders Agreement. Warburg,
Xxxxxx Capital Company, L.P. hereby agrees that it will make and not revoke an
effective Non-Cash Election with respect to and otherwise cause the Requisite
Number (subject to adjustment in accordance with Section 2.4 of the Merger
Agreement) of Subject Shares to be "Electing Shares" under the Merger Agreement.
For purposes of this Agreement, the "Requisite Number" shall mean 375,000 less
the aggregate number of Electing Shares, if any, held by holders of Shares other
than Warburg, Xxxxxx Capital Company, L.P.; provided, however, that in no event
shall the Requisite Number be less than zero. Parent shall cause the Exchange
Agent to provide Warburg, Xxxxxx Capital Company, L.P., Parent and the Company
with the information necessary as of the Election Date to determine the
Requisite Number and to permit Warburg, Xxxxxx Capital Company, L.P. to make the
Non-Cash Election called for hereby. Each of the Stockholders hereby agrees
that, except for the election required to be made by Warburg, Xxxxxx Capital
Company, L.P., neither Stockholder will make a Non-Cash Election with respect to
any of the Subject Shares. Prior to the Effective Time, each of Warburg, Xxxxxx
Capital Company, L.P. and Parent agrees that it and the Company will enter into
a Stockholders Agreement consistent with the provisions of Schedule B hereto
(all of the material terms of which are summarized therein).
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If the foregoing accurately sets forth your understandings and
agreements with Parent, please execute this letter agreement in the space
indicated below, whereupon this letter agreement will constitute a binding
agreement among the signatories hereto.
TPG PARTNERS II, L.P.
By: TPG GenPar II, L.P.
its General Partner,
By: TPG Advisors II, Inc.
its General Partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Accepted and Agreed to as of the date
first above written:
WARBURG, XXXXXX CAPITAL COMPANY, L.P.
By: Warburg, Xxxxxx & Co.,
its General Partner,
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: A General Partner
WARBURG PINCUS & CO.
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: A General Partner
Acknowledged as of the date
first above written:
ZILOG, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President, General Counsel and Secretary
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