Exhibit 10.1
THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN REMOVED AND REPLACED
WITH AN ASTERISK, HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE
405 PROMULGATED UNDER THE SECURITIES ACT OF 1933 AND RULE 24b-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
AMENDMENT NO. 2 TO SUPPLIER PARTNERING AGREEMENT
BETWEEN XXXXXX XXXXXXXXXX LTD.
AND PACESETTER, INC. (d/b/a ST JUDE MEDICAL CRMD)
This amendment (the "amendment") to the Supplier Partnering Agreement between
Greatbatch, Inc. (FKA - Xxxxxx Xxxxxxxxxx Technologies, Inc.), a Delaware
Corporation ("Seller"), and Pacesetter, Inc. d/b/a "St Jude Medical CRMD", a
California Corporation ("Buyer") are collectively referred to herein as the
"Parties". This amendment is entered into effective as of 27 July 2005 (the
"effective" date).
BACKGROUND
A. The Parties entered into a Supplier Partnering Agreement (the
"Agreement") effective January 1, 2004.
B. The Parties to the Agreement desire to revise the following:
a. Security / Safety stocks of key raw materials, including
"specialty metals"
b. The ongoing financial liability of maintaining said raw material
safety stock, including "specialty metals".
AGREEMENT
In consideration of the foregoing Recitals and the Parties mutual covenants
contained herein, the Parties hereby agree as follows:
1. Pacesetter desires for Greatbatch to maintain secured safety stock of
Grade 9 Titanium (raw material) to ensure an ongoing, uninterrupted
supply and flow of finished case product. As such, Pacesetter requires
and Greatbatch agrees to purchase an initial * of raw material. Any
additional purchases of raw material must be approved in writing by
Pacesetter prior to purchase.
2. Pacesetter, Inc. further guarantees the requisite purchase of Grade 9
cases, sufficient to consume the initial (Greatbatch purchased) * and
any future acquisitions of Grade 9 material purchases (per item 1), or
at it's option, Pacesetter agrees to purchase the raw material
(including normal carrying costs) from Greatbatch within * after
material receipt at Greatbatch, Inc. The expected material receipt is
*.
3. Both parties agree, in good faith to increase (or decrease) the price
of completed xxxxxxx by the proportionate variance of raw Titanium
material on * due to inherent market price / cost fluctuation. Only
price / cost variance beyond * will require pricing changes. Reference
current grade 9 titanium market price quoted by Xxxxxxxx Precision
Metals is *.
4. Except as provided herein, all of the terms and conditions of the
agreement shall remain unchanged and in full force and effect.
The parties have caused this amendment to be executed by their respective duly
authorized representatives as of the effective date.
Buyer: Pacesetter, Inc. Seller: Greatbatch, Inc.
By: /s/ Xxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
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Title: Sr. Commodity Mgr. Title: VP, Components Manufacturing
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Date: 7/28/05 Date: August 24, 2005
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