EXHIBIT 10.43.2
"[***]" INDICATES REDACTED INFORMATION FOR
WHICH CONFIDENTIAL TREATMENT IS REQUESTED
AMENDMENT NO. 2 TO VOLUME PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 ("Amendment No. 2") to the Volume Purchase
Agreement (as amended, "VPA") dated as of April 8, 1999 between Western Digital
Corporation, a Delaware corporation ("WD"), and Komag, Inc., a Delaware
corporation ("Komag"), as amended by Amendment No. 1 effective October 5, 2001,
is made by and among WD, Komag, and Komag USA (Malaysia) Sdn., a Malaysia
unlimited liability company ("Komag Malaysia"). The Effective Date of Amendment
No. 2 shall be October 17, 2002.
RECITALS
A. WD and Komag entered into the original VPA whereby Komag and/or Komag
Malaysia would supply WD's media requirements for a certain period.
B. By Amendment No. 1, (i) Komag Malaysia, as the assignee of Komag
under the VPA, agreed to be bound by all of the terms and conditions of
and to perform the obligations of Komag under the VPA, as amended; and
(ii) WD acknowledged Komag's assignment of its rights and delegation of
its performance under the VPA to Komag Malaysia and accepted Komag
Malaysia as the assignee of Komag and all of its rights and obligations
under the VPA; provided, however, that Komag agreed to continue to
provide its personnel and resources in support of Komag Malaysia's
qualification obligations under the VPA.
C. The parties wish to make certain additional changes to the VPA
regarding WD's purchase of an amount of Product in addition to the
amount that WD previously identified in the forecast it provided to
Komag Malaysia.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. For the [***], Komag Malaysia shall allocate to WD additional
capacity sufficient to produce a quantity of Products not to exceed
[***] units to meet Western Digital requirement of rev 8. (Such
additional quantities herein referred to as "Additional Products").
Komag Malaysia shall produce the quantity of Additional Products units
set forth in Attachment A and deliver such Additional Products to WD
according to the [***] schedule set forth in Attachment A.
2. WD shall purchase the Additional PML Products from Komag Malaysia at
a price of $[***] each, while the price for all other PML Products that
WD purchases from Komag Malaysia shall remain $[***] each (with the
exception of [***], which will be $[***] for [***]). Komag Malaysia
shall invoice WD for the Additional PML Products at the time of
shipment per the attachment, "A" which should reference the following
shipments [***]. If Komag
"[***]" INDICATES REDACTED INFORMATION FOR
WHICH CONFIDENTIAL TREATMENT IS REQUESTED
Malaysia fails to deliver the Additional Products in the quantities set
forth in Attachment A according to the [***] deadlines set forth in
Attachment A, then [***].
3. The provisions of paragraphs 1 and 2 above shall apply only during
the [***].
4. For the [***], WD shall purchase [***] from Komag during [***]. WD's
purchase of such PML Products is expressly conditioned on the
following:
a) Notwithstanding any other provision of this Amendment, Komag
Malaysia will sell to WD [***].
b) All Products that Komag Malaysia sells to WD must meet quality,
reliability and engineering specifications established by WD for such
Products.
c) [***].
d) If Komag Malaysia fails to deliver the PML Products in the amounts
ordered by WD according to a delivery schedule set forth by WD and a
reasonably recovery schedule by Komag Malaysia does not meet WD
customer demands, then WD [***].
5. The provisions of paragraphs 4 above shall apply only during the
[***] with the exception of item [***].
"[***]" INDICATES REDACTED INFORMATION FOR
WHICH CONFIDENTIAL TREATMENT IS REQUESTED
6. Komag agrees to continue to provide personnel and resources in
support of Komag Malaysia's qualification obligations set forth in this
Amendment No. 2.
7. All other terms of the VPA shall remain the same.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be
duly executed by their duly authorized representatives as of the Effective Date.
WESTERN DIGITAL CORPORATION: KOMAG, INC.:
By: /s/ Bill Johns By: /s/ Mike Russak
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Name: William Johns Name: Mike Russak
Title: Vice President, Program Office Title: Pres & CTO
Date: October 21, 2002
KOMAG USA (MALAYSIA) SDN.:
By: /s/ illegible
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Name: [illegible]
Title: Managing Director
Attachment "A" to be completed by Komag Malaysia and WDM on 10/21/02
"[***]" INDICATES REDACTED INFORMATION FOR
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AttachmentA
[***] VL40(K) Mav. 208(K)
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
Total = [***]
Per Amendment No.2 to VPA (Revision 2), KMS shall invoice
WDM for the following
PML products and Quantity at $[***]
to meet WD Rev.8 schedule for [***].