AGREEMENT, (B) THE PERSON EXECUTING
THIS AGREEMENT HAS ACTUAL AUTHORITY TO DO SO ON BEHALF OF LATTICE AND (C) THERE
ARE NO OUTSTANDING ASSIGNMENTS, GRANTS, LICENSES, ENCUMBRANCES, OBLIGATIONS OR
AGREEMENTS, EITHER WRITTEN, ORAL OR IMPLIED, THAT PROHIBIT EXECUTION OF THIS
AGREEMENT.
3.4.3
NO MATERIAL LITIGATION
NO LITIGATION, INVESTIGATION OR ADMINISTRATIVE PROCEEDING IS PRESENTLY PENDING,
OR TO THE KNOWLEDGE OF LATTICE, THREATENED AGAINST LATTICE WHICH, IF ADVERSELY
DETERMINED, WOULD MATERIALLY AFFECT LATTICE'S ABILITY TO CARRY OUT THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
IF SUCH MATERIAL LITIGATION, INVESTIGATION OR
ADMINISTRATIVE PROCEEDING IS COMMENCED AGAINST LATTICE, LATTICE SHALL NOTIFY
EPSON THEREOF WITHIN THIRTY (30) DAYS OF THE COMMENCEMENT.
4.
APP
4.1
APP
LATTICE SHALL PAY TO EPSON AN AMOUNT EQUAL TO TEN BILLION, FOUR HUNDRED SIXTY
NINE MILLION AND SEVEN HUNDRED THOUSAND JAPANESE YEN (JPY10,469,700,000)
("APP"), WHICH APP WILL BE CREDITED AGAINST CERTAIN FUTURE PURCHASES BY LATTICE
OF NEW FACILITY WAFERS AS PROVIDED IN ARTICLE 5.
LATTICE WILL PAY THE WHOLE
AMOUNT OF APP IN ACCORDANCE WITH THE PAYMENT SCHEDULE DESCRIBED IN EXHIBIT C
HEREOF.
4.2
PAYMENT METHOD
7
* Omitted and filed separately with the SEC pursuant to a confidential treatment
request
ALL PAYMENTS MADE BY LATTICE TO EPSON WILL BE IN IMMEDIATELY AVAILABLE FUNDS AND
WILL BE MADE BY WIRE TRANSFER IN JAPANESE YEN TO THE FOLLOWING BANK ACCOUNT OF
EPSON AT:
[*]
For the Account of Seiko Epson Corporation.
4.3
NON-REFUND OF APP
THE APP WILL NOT BE REFUNDABLE EXCEPT AS PROVIDED IN ARTICLES 6.4.1 OR 14.8.
4.4
ADDITIONAL APP
EPSON ACKNOWLEDGES THAT LATTICE MAY WISH TO PAY TO EPSON ADDITIONAL APP OF SIXTY
MILLION U.S. DOLLARS (US$60,000,000), TO BE CONVERTED TO, AND PAID IN JAPANESE
YEN USING U.S. DOLLAR/JAPANESE YEN EXCHANGE RATE PREVAILING IN TOKYO, AS
PUBLISHED IN NIHON KEIZAI SHINBUN (NIKKEI NEWSPAPER), AS AT THE END OF A MONTH
IMMEDIATELY PRECEDING THE MONTH DURING WHICH THE PARTIES EXECUTE AN AMENDMENT TO
THIS AGREEMENT TO EFFECTUATE SUCH ADDITIONAL APP.
LATTICE WILL NOTIFY EPSON BY
THE END OF 1999, OR WHEN THE UNUSED APP BALANCE BECOMES LESS THAN FIVE BILLION,
TWO HUNDRED THIRTY FOUR MILLION, EIGHT HUNDRED AND FIFTY THOUSAND JAPANESE YEN
(JPY5,234,850,000), WHICHEVER OCCURS FIRST, WHETHER OR NOT IT WISHES TO PAY SUCH
ADDITIONAL APP.
IF LATTICE SO WISHES TO PAY TO EPSON ADDITIONAL APP, LATTICE'S
ADDITIONAL APP SHALL BE DEEMED TO BE A PART OF THE APP FOR ALL PURPOSES
HEREUNDER, INCLUDING BUT NOT LIMITED TO THE SAME PRICE, PROCEDURE TO OFFSET FROM
THE ADDITIONAL APP, AND FREE WAFERS.
THE SPECIFIC TERMS FOR SUCH ADDITIONAL
APP, INCLUDING PAYMENT TERMS, TERM OF THIS AGREEMENT AND THE ADDITIONAL
SUPPLY/PURCHASE COMMITMENT SHALL BE DETERMINED AND ADDED AS AN ADDENDUM TO THIS
AGREEMENT WITHIN NINETY (90) DAYS OF LATTICE'S FIRST NOTIFICATION STATED ABOVE.
5.
Credit of APP
5.1
CREDIT OF APP
THE PURCHASE PRICE OF ALL NEW FACILITY WAFERS PURCHASED BY LATTICE UNDER THE
PURCHASE AGREEMENT WILL BE CREDITED AGAINST THE AMOUNT OF THE APP UNTIL THE
AGGREGATE JAPANESE YEN VALUE OF ALL NEW FACILITY WAFERS (EXCLUDING THE FREE
WAFERS)