<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<TABLE>
<CAPTION>
QUARTER
PRODUCT UNIT VOLUME
-------
-------------------
(IN MILLIONS)
<S>
<C>
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)
[***]
</TABLE>
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
<PAGE>
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
&
