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Published: 2008-03-26

Agreement and Plan of Merger - Chips and Technologies Inc. and Intel Corp.



 
                   AMENDMENT TO AGREEMENT AND PLAN OF MERGER
 
     This Amendment to Agreement and Plan of Merger (this 'Amendment') is made
and entered into as of the 2nd day of October 1997, by and among Chips and
Technologies, Inc., a Delaware corporation (the 'Company'), Intel Corporation, a
Delaware corporation ('Parent') and Intel Enterprise Corporation, a Delaware
corporation and a direct, wholly owned subsidiary of Parent ('Merger Sub'; the
Company and Merger Sub sometimes being hereinafter together referred to as the
'Constituent Corporations').
 
                                    RECITALS
 
     WHEREAS, the Company, Parent and Merger Sub have entered into an agreement,
dated as of July 27, 1997 (the 'Original Agreement'), pursuant to which Merger
Sub has commenced a tender offer (the 'Tender Offer') for any and all shares of
the Company at $17.50 per share, which Tender Offer will be followed by a merger
(the 'Merger') at the same price; and
 
     WHEREAS, the parties to the Original Agreement now desire to amend the
Original Agreement.
 
     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto amend the
Original Agreement as follows:
 
                                   AGREEMENT
 
     1. Amendment of (Section 1.1(b) (The Offer) of the Original
Agreement. Section 1.1(b) of the Original Agreement is deleted in its entirety
and replaced with the following provision:
 
          (b) Subject to the terms and conditions thereof, the Offer shall
     expire at midnight, New York City time, on the date that is twenty (20)
     Business Days after the date the Offer is commenced; provided, however,
     that without the consent of the Company's Board of Directors, Parent may
     (i) from time to time extend the Offer, if at the scheduled expiration date
     of the Offer any of the conditions to the Offer shall not have been
     satisfied or waived, until such time as such conditions are satisfied or
     waived; (ii) extend the Offer for any period required by any rule,
     regulation, interpretation or position of the Securities and Exchange
     Commission (the 'SEC ') or the staff thereof applicable to the Offer; or
     (iii) extend the Offer for any reason on one or more occasions for an
     aggregate period of not more than twenty (20) Business Days beyond the
     latest expiration date that would otherwise be permitted under clause (i)
     or (ii) of this sentence if on such expiration date there shall not have
     been tendered at least 90% of the outstanding Shares. Parent agrees that if
     all of the conditions to the Offer set forth on Annex A are not satisfied
     on any scheduled expiration date of the Offer then, provided that all such
     conditions are reasonably capable of being satisfied prior to November 30,
     1997, Parent shall extend the Offer from time to time until such conditions
     are satisfied or waived, provided that Parent shall not be required to
     extend the Offer beyond November 30, 1997. Subject to the terms and
     conditions of the Offer and this Agreement, Parent shall accept for
     payment, and pay for, all Shares validly tendered and not withdrawn
     pursuant to the Offer that Parent becomes obligated to accept for payment
     and pay for pursuant to the Offer, as promptly as practicable after the
     expiration of the Offer.
 
     2. Amendment of Section 8.3(a) (Termination by the Company) of the Original
Agreement. Section 8.3(a) of the Original Agreement is deleted in its entirety
and replaced with the following provision:
 
          (a) after November 30, 1997, Parent shall have failed to pay for
     Shares pursuant to the Offer; provided, however, that the right to
     terminate this Agreement pursuant to this subsection (a) shall not be
     available to the Company if it has breached in any material respects its
     obligations under this Agreement that in any manner shall have proximately
     contributed to the failure references in this clause (a);
 
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     3. Amendment of Section 8.5(b) (Effect of Termination and Abandonment) of
the Original Agreement. Section 8.5(b) of the Original Agreement is deleted in
its entirety and replaced with the following provision:
 
          (b)(i) In lieu of any liability or obligation to pay damages (other
     than the obligation to reimburse Parent for expenses pursuant to Section
     8.5(a)), if (A) there shall be a proposal by a Third Party for a Third
     Party Acquisition existing at the time of termination of the Agreement by
     the Parent and Merger Sub, and (B) Parent and Merger Sub shall have
     terminated this Agreement pursuant to Section 8.4(b) or (c) or (d) and,
     with respect to a termination pursuant to Section 8.4(d) the Company has
     breached in any material respect its obligations under this Agreement in
     any manner which proximately contributed to Parent and Merger Sub's
     termination of the Offer, the Company shall pay to Parent (i) within two
     (2) business days after such termination $2,000,000 and (ii) an additional
     $3,500,000 upon consummation, if any, of any Third Party Acquisition with a
     Person who had proposed a Third Party Acquisition prior to the time of the
     termination of this Agreement by the Parent and Merger Sub.
 
          (b)(ii) In lieu of any liability or obligation to pay damages (other
     than the obligation to reimburse Parent for expenses pursuant to Section
     8.5(a)), (A) if there shall not have been a material breach of any
     representation, warranty, covenant or agreement on the part of the Parent
     or Merger Sub and (B) the Company shall have terminated this Agreement
     pursuant to Section 8.3(b), the Company shall pay to Parent (i)
     concurrently with such termination $2,000,000 and (ii) an additional
     $3,500,000 upon consummation, if any, of either the Superior Proposal
     giving right to terminate this Agreement under Section 8.3(b) or any Third
     Party Acquisition with a Person who had proposed a Third Party Acquisition
     prior to the termination of this Agreement under section 8.3(b). (Such
     amounts payable pursuant to Section 8.5(b)(i) or this Section 8.5(b)(ii)
     are referred to in the aggregate in this Agreement as the 'Termination
     Fee.')
 
     4. Other Provisions. Except as expressly provided herein, the Original
Agreement shall remain in full force and effect.
 
     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
duly authorized officers of the parties hereto as of the date hereof.
 
                                          CHIPS AND TECHNOLOGIES, INC.
 
                                          by:     /s/ JAMES F. STAFFORD
 
                                            ------------------------------------
                                              Name: James F. Stafford
                                              Title: President and CEO
 
                                          INTEL CORPORATION
 
                                          by:     /s/ LESLIE L. VADASZ
 
                                            ------------------------------------
                                              Name: Leslie L. Vadasz
                                              Title: Sr. Vice President
 
                                          INTEL ENTERPRISE CORPORATION
 
                                          by:       /s/ CARY KLAFTER
 
                                            ------------------------------------
                                              Name: Cary Klafter
                                              Title: President
 
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