Exhibit 99.1
INTEL CORPORATION
2200 Mission College Boulevard
Santa Clara, CA 95054
December 22, 2007
VIA ELECTRONIC MAIL
STMicroelectronics N.V.
Chemin du Champ-des-Filles, 39
1228 Plan-les-Ouates
Geneva, Switzerland
Attention: Pierre Ollivier, Group Vice President and General Counsel
Francisco Partners
One Lettermen Drive
Building C – Suite 410
San Francisco, CA 94129
Attention: David ibnAle
Re: Master Agreement Termination Date
Ladies and Gentlemen:
Reference is made to that certain Master Agreement, dated May 22, 2007, by and among Intel Corporation, a Delaware corporation, STMicroelectronics N.V., a limited liability company organized under the laws of the Netherlands, Redwood Blocker S.a.r.l, a limited liability company organized under the laws of the The Grand-Duchy of Luxembourg, and Francisco Partners II (Cayman) L.P., an exempted limited partnership organized under the laws of the Cayman Islands (the "Master Agreement"). A capitalized term used herein but not otherwise defined shall have the meaning given to such term in the Master Agreement.
Pursuant to Section 7.2 of the Master Agreement, any provision of the Master Agreement may be amended if such amendment is in writing and signed by all Parties. The Parties hereby agree to extend the Termination Date under the Master Agreement to March 28, 2008. All other terms and conditions of the Master Agreement shall remain in full force and effect.
This letter agreement may be signed in any number of counterparts and the signatures delivered by telecopy, each of which shall be an original, with the same effect as if the signatures were upon the same instrument and delivered in person. This letter agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Parties. This letter agreement will be construed in accordance with, and will be governed by, New York law, and any dispute arising hereunder shall be resolved in accordance with Section 7.10 of the Master Agreement.
[Letter Agreement regarding Termination Date Extension]
If the foregoing accurately reflects our agreement, please execute this letter and send it to Betsy McBride by facsimile at 650.849.5096 or by PDF email attachment at bmcbride@gibsondunn.com.
Sincerely,
INTEL CORPORATION
By: /s/ Cary Klafter______________________
Title: Vice President, Legal and Corporate Secretary
Agreed to and accepted as of the date set forth above:
STMICROELECTRONICS N.V.
By: /s/ Pierre Ollivier________________________________
| Title: Group Vice President and General Counsel |
REDWOOD BLOCKER S.A.R.L.
By: /s/ David ibnAle________________________________
FRANCISCO PARTNERS II (CAYMAN) L.P.
By: Francisco Partners GP II (Cayman), L.P., its General Partner
By: Francisco Partners GP II Management (Cayman), Limited, its General Partner
By: /s/ David ibnAle________________________________
[Letter Agreement regarding Termination Date Extension]
cc: | STMicroelectonics N.V. |
1310 Electronics Drive
Mail Station 2346
Carollton, TX 75006
Attn: Steven K. Rose, Vice President, Secretary and General Counsel
Facsimile: (972) 466-7044
Shearman & Sterling LLP
525 Market Street
San Francisco, CA 94105
Attn: John D. Wilson
Facsimile: (415) 616-1199
Francisco Partners
40 Berkeley Square
London W1J 5AL
United Kingdom
Attn: Phokion Potomianos
Facsimile: 44 0 207 907 8650
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, CA 94025
Attn: William M. Kelly, Martin A. Wellington
Facsimile: (650) 752-2112
[Letter Agreement regarding Termination Date Extension]
