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).
* * *
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:
------------------------------------
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:
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: A General Partner
WARBURG, XXXXXX & CO.
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: A General Partner
Acknowledged as of the date
first above written:
ZILOG, INC.
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President, General Counsel and Secretary
2
