ADDENDUM TO PURCHASE AND SALE AGREEMENT
This Addendum (the "Addendum") is dated for reference purposes this 20th
day of June, 2000, and modifies that certain Purchase and Sale Agreement dated
as of May 23, 2000, (the "Agreement"), by and between Matsushita Semiconductor
Corporation of America, a Delaware corporation ("Seller"), and Microchip
Technology Incorporated, a Delaware corporation ("Purchaser"). The proper nouns
used in this Addendum shall have the meaning given to those same terms in the
Agreement unless a different meaning is provided herein.
Seller and Purchaser have determined that it is prudent to file with the
United States Department of Justice (the "DOJ") and the United States Federal
Trade Commission (the "FTC"), separate notices (each, a "HSR Notice") of the
purchase and sale transaction contemplated by the Agreement under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules
and regulations promulgated thereunder (collectively, the "HSR Act"). Seller and
Purchaser wish to provide for the possibility that the DOJ or the FTC may not
have approved the transaction on or before the expiration of the Contingency
Period.
NOW, THEREFORE, the parties agree as follows:
1. CONTINGENCY FOR HSR NOTICE. Seller and Purchaser's obligations under the
Agreement are conditioned upon either of the following occurring prior to the
Closing Date: (i) the DOJ or FTC approve the purchase and sale transaction
contemplated by the Agreement; or (ii) all applicable waiting periods under the
HSR Act have expired or been terminated without the DOJ or FTC having prohibited
or commenced any action or proceeding to prohibit the purchase and sale
transaction contemplated by the Agreement. If the following condition is not
satisfied or waived prior to the Closing Date, then the Agreement shall
terminate, the parties shall have no further obligations or liabilities under
the Agreement except as expressly provided therein, the Deposit and all interest
earned thereon shall be returned to Purchaser, and any title costs and costs of
the Escrow Agent shall be allocated among Purchaser and Seller as provided in
the Agreement.
2. COOPERATION AND COMMUNICATION. Seller and Purchaser shall coordinate and
cooperate with one another in exchanging such information and providing such
reasonable assistance as either of them may request in connection with filing
the HSR Notices, performing any other obligations required under the HSR Act,
and in responding to any communications, objections, or proceedings involving
the DOJ or FTC in connection with the HSR Act. Seller and Purchaser will act
diligently and in good faith in the preparation and filing of the HSR Notices.
Each party will keep the other party informed of the status of any inquiries
made of such party by the DOJ, FTC or any other government agency or authority
or members of the respective staffs of any such agency with respect to the HSR
Act.
3. CONFLICT. This Addendum shall control in the event of any conflict between
its terms and the terms of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Addendum effective as of
the date set forth above.
SELLER:
MATSUSHITA SEMICONDUCTOR CORPORATION
OF AMERICA, a Delaware corporation
By: /s/ X. Xxxxxxxx
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X. Xxxxxxxx, President
PURCHASER:
MICROCHIP TECHNOLOGY INCORPORATED, INC.,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxx Xxxxxxxxxx
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Its: Vice President, Manufacturing & Technology Group
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