EXHIBIT 10.3
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OP MERGER
This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of June 25, 1998, is made by and among Virata Limited, a
corporation organized in the United Kingdom ("Virata"), Virata Acquisition Sub,
Inc., a Delaware corporation ("Acquisition Sub"), USA Communications, Inc., a
Delaware corporation ("RSA Communications"), and Xxxxxxx Xxxxxx, an individual
("Stockholder").
RECITALS
WHEREAS, the parties hereto entered into that certain Agreement and Plan of
Merger, dated as of June 1,1998 (the "Merger Agreement"), pursuant to which RSA
Communications will merge with and into Acquisition Sub, with Acquisition Sub as
the surviving corporation, on the terms and conditions set forth in the Merger
Agreement; and
WHEREAS, the parties desire to amend the Merger Agreement to reflect
certain agreed upon changes thereto;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties made herein and of the mutual benefits to be
derived herefrom, the parties hereto agree as follows:
AGREEMENT
1. Initially capitalized terms used but not defined herein shall have the
meanings assigned to them in the Merger Agreement.
2. The Merger Agreement is hereby amended as follows:
Amendment to Section 10.2. Section 10.2 of the Merger Agreement is hereby
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amended to read in its entirety as follows:
10.2 Failure to Close. By any of the Boards of Directors of Virata,
Acquisition Sub or RSA Communications or Stockholder if the Closing shall not
have occurred by the close of business on July 22, 1998; provided, however, that
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no party shall be permitted to terminate this Agreement under this Section 10.2
if the Closing shall not have occurred by such date as a result of such party's
breach of any representation, warranty, agreement or covenant contained herein.
3. This Amendment is, and is to be construed as, an integral part of the
Merger Agreement. Except as expressly amended by this Amendment, all other
terms and provisions of the Merger Agreement remain unmodified and in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first written above.
VIRATA LIMITED
By: /s/
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Xxxxxxx Xxxxxx, President and Chief
Executive Officer
By: /s/
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Xxxxxx Xxxxxx, Chief Financial Officer
VIRATA ACQUISITION SUB, INC.
By: /s/
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Xxxxxxx Xxxxxx, Chief Executive Officer
By: /s/
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Xxxxxx Xxxxxx, Secretary
RSA COMMUNICATIONS, INC.
By: /s/
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Xxxxxxx Xxxxxx, President
By: /s/
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Xxxxx Xxxxxx, Treasurer and Secretary
/s/
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Xxxxxxx Xxxxxx
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