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EXHIBIT 10.37(b)
[ALTERA CORPORATION LETTERHEAD]
May 22, 1997
Xx. Xxxxxx Xxxxxxxx
Department General Manager
IC Sales Dept. 1
International Sales & Marketing Group
-IC/Electronic Components
Sharp Corporation
0000-0 Xxxxxxxxxx-xxx
Xxxxx Xxxx, Xxxx 000 Xxxxx
RE: Amendment of Products Supply Agreement
Dear Xx. Xxxxxxxx:
Altera Corporation ("Altera") and Sharp Corporation ("Sharp") have
entered into the LSI Products Supply Agreement dated October 1, 1993, as
amended by Mr. Xxxxxx Xxxxx'x letter addressed to Xx. Xxxxxxxx Xxxxxx on
August 28, 1996, (the "Supply Agreement") pursuant to which Altera purchases
from Sharp products manufactured by Sharp, which Altera resells worldwide
under the Altera name. As we have previously discussed with you, Altera has
established an indirect, wholly-owned subsidiary, Altera International
Limited, a corporation organized under the laws of Hong Kong ("AIL"), which
desires to purchase products manufactured by Sharp under the Supply Agreement
for resale under the Altera name. The purpose of this letter is to formally
memorialize our prior discussions in which Xxxxx has agreed to accept purchase
orders submitted by AIL.
AMENDMENT OF THE SUPPLY AGREEMENT
Altera desires to amend the Supply Agreement to permit AIL to take all
actions permitted to be taken by Altera under the Supply Agreement. Xxxxx is
willing to amend the Supply Agreement as requested by Altera, provided Altera
guarantees the performance of AIL of its obligations under the Supply Agreement
and agrees to indemnify Sharp against any loss or damage which it might suffer
as a result of accepting instructions and orders from AIL under the Supply
agreement. The purpose of this letter agreement (the "Amendment") is to amend
the Supply Agreement, effective as of the date of acceptance of the Amendment by
Sharp (the "Effective Date"), to effectuate these changes. Capitalized terms not
otherwise defined in this Amendment have the meaning given to them in the Supply
Agreement.
1. As of the Effective Date, Xxxxx agrees to accept order of PRODUCTS from
AIL under the Supply Agreement. With respect to and PRODUCTS ordered by
AIL, AIL shall be responsible for all actions required or permitted to
be taken by Altera under Articles 2, 3, 4, 6, 7, 8, 9, 12, 14, 15, 17,
and 20 of the Supply Agreement. Xxxxx agrees to accept orders for
PRODUCTS and requests for services from AIL in accordance with the terms
of Articles 2, 3, 4, 6, 7, 8, 9, 12, 14, 15, 17, and 20 of the Supply
Agreement.
2. All Altera inventory purchase order that are outstanding as of the close
of business on June 30, 1997 will be assumed by and transferred to AIL.
Xxxxx agrees to make all shipments under these purchase orders to AIL
pursuant to Article 3 of the Supply Agreement.
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3. AIL shall make payments to Sharp, in accordance with the provisions of
Article 5 of the Supply agreement as amended by the letter dated August 20,
1996, and accepted by Xxxxx on August 28, 1996, for all PRODUCTS ordered by
AIL. Until such time as AIL establishes an irrevocable standby letter of
credit acceptable to and in favor of Xxxxx as required under the said
letter amendment, Altera shall cause its existing letter of credit with
Banque Nationale de Paris to provide for acceptance of Sharp drafts with
respect to orders for PRODUCTS made by AIL.
4. Altera guarantees to Sharp and the successors, transferees and assigns of
Sharp permitted under the Supply Agreement, the prompt performance by AIL
of all of its obligations under the Supply Agreement, as amended by this
Agreement.
5. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of California of the United States of
America, excluding its conflicts of laws provisions.
6. Each of the parties to this Amendment hereby confirms in all other respects
the Supply Agreement.
7. This Amendment may be executed in one or more counterparts, each of which
shall be an original and all of which together shall be but one agreement.
If the above provisions accurately and completely reflect the parties'
understanding of the arrangements described, please so indicate by executing
and returning to Altera the enclosed copy of the Amendment.
Very truly yours,
ALTERA CORPORATION
By: /s/ XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: President and Chief Executive Officer
Altera Corporation
ALTERA INTERNATIONAL LIMITED
By: /s/ XXXXXX XXXXXXXXX
Name: Xxxxxx Xxxxxxxxx
Title: Director, Altera International Limited
The foregoing is agreed to and accepted by Sharp Corporation this 24th day of
June, 1997.
SHARP CORPORATION
By: /s/ XXXXXXXX XXXXXX
Name: Xxxxxxxx Xxxxxx
Title: Executive Director and Group General Manager
International Sales and Marketing Group
Sharp Corporation
