Letter Agreement effective December 18, 2008



 Exhibit 10.65 
 

 
 December 18, 2008 
 VIA
EMAIL AND REGISTERED MAIL 
  

			
	Fujitsu Microelectronics Limited	  	Fujitsu Microelectronics America, Inc.
	7-1, Nishishinjuku 2-chome, Shinjuku	  	1250 East Arques Avenue M/S3333
	Tokyo 163-0722, Japan	  	Sunnyvale, California 94088, USA

  

	RE:	Repayment of Advance Payment 

 Dear Mr. Haruyoshi Yagi: 

The purpose of this letter is to provide formal notice by Lattice Semiconductor Corporation (“Lattice”) to Fujitsu Microelectronics Limited and Fujitsu
Microelectronics America, Inc. (“Fujitsu”) that Lattice wishes to exercise its right to request repayment of the Advance Payment (as defined in the Agreement) pursuant to the Advance Payment and Purchase Agreement, effective as of
September 10, 2004, as amended, between Lattice, Fujitsu Limited and Fujitsu Microelectronics America, Inc. and assigned by Fujitsu Limited to Fujitsu Microelectronics Limited, a wholly-owned subsidiary of Fujitsu Limited incorporated in Japan,
effective March 21, 2008 (the “Agreement”). 
 Lattice agrees to accept payment of the outstanding portion of the Advance Payment in three
installments as provided below, notwithstanding section 8 of the Agreement. As such, Fujitsu agrees to repay in cash the outstanding portion of the Advance Payment pursuant to the following schedule: 
  

	 	•	 	 $30 million on or before 15 business days after commencement of Fujitsu’s first fiscal quarter in 2009 (commencing on or about April 1, 2009), together
with simple interest at the rate of 0.875% per annum accruing from December 31, 2008 until the first payment is received by Lattice; 


  

	 	•	 	 $30 million on or before 15 business days after commencement of Fujitsu’s third fiscal quarter in 2009 (commencing on or about October 1, 2009), together
with simple interest at the rate of 0.875% per annum accruing from December 31, 2008 until the second payment is received by Lattice; and 


  

	 	•	 	 The balance of the Advance Payment on or before 15 business days after commencement of Fujitsu’s first fiscal quarter in 2010 (commencing on or about
April 1, 2010) with no interest due on such final payment. 


 5555 N.E. Moore
Ct.  •  Hillsboro, Oregon 97124-6421  •  Phone (503) 268-8000  •  FAX (503) 268-8347 
 Internet: http://www.latticesemi.com 







 

 
 Except as set forth herein, all terms and conditions of the Agreement remain in full force and effect until repayment of the
Advance Payment in full. Please acknowledge acceptance of the terms of this letter by signing and dating it below and return to me a signed copy. 
  

					
	Sincerely,	 		 	
			
	/s/ Tom Kingzett	 		 	12/18/08
	Tom Kingzett	 		 	
	 Corporate Vice President, Manufacturing Operations
 Lattice Semiconductor Corporation
	 		 	
			
	 ACCEPTED AND AGREED:
 Fujitsu Microelectronics
Limited
	 		 	Fujitsu Microelectronics America, Inc.
			
	/s/ Haruyoshi Yagi	 		 	/s/ Michael M. Moore
	(Signature)	 		 	(Signature)
			
	Name: Haruyoshi Yagi	 		 	Name: Michael Moore
	Title: Corporate Vice President	 		 	Title: Secretary
			
	Date: December 16, 2008	 		 	Date: December 17, 2008

 5555 N.E. Moore Ct.  •  Hillsboro, Oregon
97124-6421  •  Phone (503) 268-8000  •  FAX (503) 268-8347 
 Internet:
http://www.latticesemi.com