CUSIP NO. 00000000 13D Page 15 of 16 Pages
CONFORMED COPY
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).
* * *
CUSIP NO. 00000000 13D Page 16 of 16 Pages
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
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: A General Partner
WARBURG, XXXXXX & CO.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: A General Partner
Acknowledged as of the date
first above written:
ZILOG, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President, General Counsel and Secretary
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