Exhibit 2.1
AMENDMENT NO. 1
to
ASSET PURCHASE AGREEMENT
This Amendment No. 1 (this
“ Amendment ”) to the Asset Purchase Agreement
(as hereinafter defined) is made and entered into as of
October 27, 2008 by and among Broadcom Corporation, a
California corporation (“ Purchaser ”), Broadcom
International Limited, an exempted company organized and existing
under the laws of the Cayman Islands (“ BIL ”),
and Advanced Micro Devices, Inc., a Delaware corporation (“
Seller ”). Capitalized terms used and not otherwise
defined herein have the meaning set forth in the Asset Purchase
Agreement.
RECITALS
A. Seller, Purchaser and BIL
have entered into that certain Asset Purchase Agreement dated as of
August 25, 2008 (the “ Asset Purchase Agreement
”).
B. Section 8.3 of the Asset
Purchase Agreement provides, in relevant part, that the Asset
Purchase Agreement may be amended by the parties thereto at any
time, but only by an instrument in writing duly and validly signed
on behalf of each of the parties thereto.
C. Seller, Purchaser and BIL
desire to amend the Asset Purchase Agreement as set forth in this
Amendment.
NOW, THEREFORE, in consideration of
the premises, and the mutual agreements set forth herein, and for
good and valuable consideration (the receipt and sufficiency of
which is hereby acknowledged by the parties), and intending to be
legally bound, Seller, Purchaser and BIL hereby agree as
follows:
AGREEMENT
1. Amendments .
(a) Section 1.5 of the
Asset Purchase Agreement is hereby amended and restated so as to
read in its entirety as follows:
“1.5 Consideration .
The aggregate consideration for the Purchased Assets shall consist
of (i) cash in the amount of one hundred forty one million
five hundred thousand dollars ($141,500,000), minus the
value of employee-related expenses calculated in accordance with
Section 5.7(d)(i) and Section 5.7(d)(iii)
and subject to the provisions of Section 5.16 (the
“ Purchase Price ”), and (ii) the
assumption of the Assumed Liabilities.”
(b) Section 2.11(c) of the
Asset Purchase Agreement is hereby amended to add and include at
the end thereof, for
