EXHIBIT 10.30.1
PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
AMENDMENT NO. 1 TO SUPPLY AGREEMENT
This Amendment No. 1 to the Supply Agreement (this "AMENDMENT") is dated as
of July 16, 2006, and is made by and between SHOWA DENKO K.K.("SHOWA DENKO"),
with offices located at Chiba, Ichihara, Japan and Western Digital Technologies,
Inc., a Delaware corporation ("WESTERN DIGITAL").
RECITALS
A. WESTERN DIGITAL and SHOWA DENKO previously executed a supply agreement
effective as of August 17, 2005 (the "Supply Agreement").
B. WESTERN DIGITAL and SHOWA DENKO now desire to amend the Agreement in the
manner and upon the terms and conditions hereinafter provided in this Amendment.
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties executing this
Amendment hereby agree as follows:
AGREEMENT
1. DEFINED TERMS. Capitalized terms not defined herein shall have the
meanings set forth in the Supply Agreement.
2. TERM. The first sentence of Section 2.1 of the Supply Agreement (Term)
is hereby deleted in its entirety and replaced with the following:
The term of this agreement shall commence on the Effective Date and
expire on June 30, 2009 (the "TERM").
3. DESIGN QUALIFICATION. The last sentence of Section 2.5 of the Supply
Agreement (Design Qualification) is hereby deleted in its entirety and replaced
with the following:
[***]
4. EXHIBIT 3.2. Exhibit 3.2 of the Supply Agreement is hereby deleted in
its entirety and replaced with the table in Exhibit 3.2 attached hereto.
5. EXHIBIT 3.3. Exhibit 3.3 of the Supply Agreement is hereby deleted in
its entirety and replaced with the table in Exhibit 3.3 attached hereto.
6. CONDITIONS. The effectiveness of this Amendment shall be conditioned
upon 1) approval from WDC's board of directors and 2) approval from [***].
Notwithstanding anything herein to the contrary, this Amendment shall have no
force or effect unless or until such approvals have been received.
PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
7. RATIFICATION OF SUPPLY AGREEMENT. In the event of an inconsistency
between the terms of this Amendment and the terms of the Supply Agreement, the
terms of this Amendment shall control. Except as amended hereby, the Supply
Agreement is ratified, approved and confirmed and shall remain in full force and
effect in accordance with its terms without modification.
8. CONFIDENTIALITY. Each party agrees that the terms and conditions, but
not the existence, of this Amendment will be treated as the other's Confidential
Information subject to Section 22.1 of the Supply Agreement
9. ENTIRE AGREEMENT. The VPA, Exhibits, and specific Purchase Orders and
Pull Requests and this Amendment No. 3 set forth the complete agreement between
the parties regarding their subject matter and replace all prior or
contemporaneous communications, understandings or agreements, written or oral,
about this subject.
10. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which
will be considered one and the same instrument. A photocopy of a signature or a
facsimile of a signature shall be as valid as an original.
2
PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by their duly authorized representatives as of the Effective Date.
WESTERN DIGITAL TECHNOLOGIES, INC.
By: /s/ Richard Thomas
------------------------------------
Name: Richard Thomas
Title: Executive Director Asia Materials
SHOWA DENKO K.K.
By: /s/ Kenichi Izumi
------------------------------------
Name: Kenichi Izumi
Title: General Manager, HD Division
3
PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
EXHIBIT 3.2
PRODUCT UNIT VOLUMES
QUARTER PRODUCT UNIT VOLUME
------- -------------------
(IN MILLIONS)
FQ2/06 (CQ4/05) [***]
FQ3/06 (CQ1/06) [***]
FQ4/06 (CQ2/06) [***]
FQ1/07 (CQ3/06) [***]
FQ2/07 (CQ4/06) [***]
FQ3/07 (CQ1/07) [***]
FQ4/07 (CQ2/07) [***]
FQ1/08 (CQ3/07) [***]
FQ2/08 (CQ4/07) [***]
FQ3/08 (CQ1/08) [***]
FQ4/08 (CQ2/08) [***]
FQ1/09 (CQ3/08) [***]
FQ2/09 (CQ4/08) [***]
FQ3/09 (CQ1/09) [***]
FQ4/09 (CQ2/09) [***]
Any increases in unit volumes per quarter mutually agreed to by the parties and
any additional [***] associated therewith shall be set forth in an amendment to
this Exhibit 3.2 shall be made in accordance with the Agreement and signed by
the parties.
4
PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
WESTERN DIGITAL FISCAL QUARTERS
Month Start Date End Date Weeks
- ----- ---------- --------- -----
FISCAL QUARTER 1 2006
July 2005 07/02/2005 07/29/05 4
August 2005 07/30/05 08/26/05 4
September 2005 08/27/05 09/30/05 5
FISCAL QUARTER 2 2006
October 2005 10/01/05 10/28/05 4
November 2005 10/29/05 11/25/05 4
December 2005 11/26/05 12/30/05 5
FISCAL QUARTER 3 2006
January 2006 12/31/05 01/27/06 4
February 2006 01/28/06 02/24/06 4
March 2006 02/25/06 03/31/06 5
FISCAL QUARTER 4 2006
April 2006 04/01/06 04/28/06 4
May 2006 04/29/06 05/26/06 4
June 2006 05/27/06 06/30/06 5
5
PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
FISCAL QUARTER 1 2007
July 2006 7/1/06 7/28/06 4
August 2006 7/29/06 8/25/06 4
September 2006 8/26/06 9/29/06 5
FISCAL QUARTER 2 2007
October 2006 9/30/06 10/27/06 4
November 2006 10/28/06 11/24/06 4
December 2006 11/25/06 12/29/06 5
FISCAL QUARTER 3 2007
January 2007 12/30/06 01/26/07 4
February 2007 01/27/07 02/26/07 4
March 2007 02/24/07 03/30/07 5
FISCAL QUARTER 4 2007
April 2007 3/31/2007 4/27/2007 4
May 2007 4/28/2007 5/25/2007 4
June 2007 5/26/2007 6/29/2007 5
6
PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
FISCAL QUARTER 1 2008
July 2007 7/1/07 7/28/07 4
August 2007 7/29/07 8/25/07 4
September 2007 8/26/07 9/29/07 5
FISCAL QUARTER 2 2008
October 2007 9/30/07 10/27/07 4
November 2007 10/28/07 11/24/07 4
December 2007 11/25/07 12/29/07 5
FISCAL QUARTER 3 2008
January 2008 12/30/07 01/26/08 4
February 2008 01/27/08 02/26/08 4
March 2008 02/24/08 03/30/08 5
FISCAL QUARTER 4 2008
April 2008 3/31/2008 4/27/2008 4
May 2008 4/28/2008 5/25/2008 4
June 2008 5/26/2008 6/29/2008 5
7
PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
FISCAL QUARTER 1 2009
July 2008 7/1/08 7/28/08 4
August 2008 7/29/08 8/25/08 4
September 2008 8/26/08 9/29/08 5
FISCAL QUARTER 2 2009
October 2008 9/30/08 10/27/08 4
November 2008 10/28/08 11/24/08 4
December 2008 11/25/08 12/29/08 5
FISCAL QUARTER 3 2009
January 2009 12/30/08 01/26/09 4
February 2009 01/27/09 02/26/09 4
March 2009 02/24/09 03/30/09 5
FISCAL QUARTER 4 2009
April 2009 3/31/2009 4/27/2009 4
May 2009 4/28/2009 5/25/2009 4
June 2009 5/26/2009 6/29/2009 5
8
PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
EXHIBIT 3.2
CONTINUED
A. [***]. WESTERN DIGITAL shall [***] the following [***] to SHOWA DENKO
([***]) in the [***] and on the dates set forth below, or, in total of
[***] to be applied against [***] of Product in accordance with Section
1.1(b):
[***]NO. DATE [***]
- -------- ----- -----
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
WESTERN DIGITAL may delay [***] of any [***] until SHOWA DENKO [***].
The total [***] by SHOWA DENKO at any given time shall be called the
"[***]." The parties acknowledge that the [***] have already been [***].
B. [***] SCHEDULE. SHOWA DENKO shall [***] to WESTERN DIGITAL in the
following [***] on the first business day of [***] as set forth below
[***];. In the event the [***], SHOWA DENKO shall immediately [***] to
WESTERN DIGITAL in the [***] of the [***].
(in thousands)
--------------
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
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PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
C. [***] RESTRICTION. The parties agree that it is their mutual intent
that the [***] be used by SHOWA DENKO solely [***], and not for SHOWA
DENKO'S general [***] purposes.
D. Upon the occurrence of any of the following events, either party may
immediately set off and recoup any debt it (including its subsidiaries or
affiliates) owes the other party (including its subsidiaries and
affiliates), regardless when payment is due, against any debt, credit or
other obligation or liability payable [***] (regardless whether such debt,
obligation or liability arose out of or relates to the Agreement:
i) Material Default under Section 12.1; or
ii) insolvency event as set forth in Section 12.2 of the Agreement;
or
iii) change in control event as set forth in Section 12.3 of the
Agreement.
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PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
EXHIBIT 3.3
DEVELOPMENT [***]
[***] WD Facility or JIT HUB
All MEDIA shipment trays to be returned to SHOWA
DEVELOPMENT [***] MATRIX
([***])
Samples [***]
F [***]
D [***]
V [***]
LVM [***]
PRODUCT FAILING TO MEET GENERAL SPECIFICATIONS, MECHANICAL OR ELECTRICAL
TESTING IS SUBJECT TO RTV FOR CREDIT OR REPLACEMENT AT WESTERN DIGITAL
DISCRETION.
DEVELOPMENT SCHEDULES ARE SUBJECT TO REVISION BASED ON TECHNICAL AND
OPERATIONAL ISSUES. DETAILED SCHEDULES AND REQUIREMENTS CONCERNING SHOWA DENKO
MEDIA WILL BE PUBLISHED TO SHOWA DENKO FOR EACH INDIVIDUAL PROGRAM AND
REVISED AS REQUIRED.
VOLUME [***]
([***])
FQ3/08 FQ1/09 FQ309
& & &
FQ2/06 FQ3/06 FQ4/06 FQ1/07 FQ2/07 FQ3/07 FQ4/07 FQ1/08 FQ2/08 FQ4/08 FQ2/09 FQ409
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -----
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
AL = ALUMINUM; GL = GLASS; SFF = SMALL FORM FACTOR, GLASS
TBD = [***] TO BE DETERMINED IN ACCORDANCE WITH THE TERMS SET FORTH BELOW
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PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
ALL [***] DESIGNATED AS "TBD" (TO BE DETERMINED) IN THE TABLE ABOVE FOR MEDIA
SHALL BE MUTUALLY AGREED BY THE PARTIES AND [***] AT THE TIME OF NEGOTIATION OR
PURCHASE.
ALL [***] FOR [***] MEDIA SHALL BE IN ACCORDANCE WITH THE [***] SET FORTH IN
SECTION 3.3(A) OF THE AGREEMENT AND IN NO EVENT SHALL EXCEED THE [***].
ALL [***] FOR [***] MEDIA SHALL BE IN ACCORDANCE WITH THE [***] SET FORTH IN
SECTION 3.3(A) OF THE AGREEMENT [***] AND IN NO EVENT SHALL EXCEED THE [***].
NOTWITHSTANDING THE FOREGOING, SHOWA DENKO AND WESTERN DIGITAL AGREE TO [***]
FOR ALL MEDIA IN ORDER FOR WESTERN DIGITAL TO [***].
12