1
REDACTED FOR CONFIDENTIALITY
EXHIBIT 10.7
DATED THIS 17TH DAY OF JUNE, 1999
AMONG
CHARTERED SILICON PARTNERS PTE LTD
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
AND
HEWLETT-PACKARD COMPANY
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AMENDMENT AGREEMENT NO. 2
TO
ASSURED SUPPLY AND DEMAND AGREEMENT 64-225
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AMENDMENT AGREEMENT NO. 2
TO
ASSURED SUPPLY AND DEMAND AGREEMENT 64-225
2
THIS AMENDMENT AGREEMENT (NO. 2) is made the 17th day of June 1999 (the
"Effective Date"), by and among:
(1) CHARTERED SILICON PARTNERS PTE LTD, a company incorporated in Singapore
with its registered office at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X, Xxxxxx 0,
Xxxxxxxxx 000000 (hereinafter referred to as the "Company")
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore with its registered office at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X,
Xxxxxx 0, Xxxxxxxxx 000000 (hereinafter referred to as "CSM"); and
(3) HEWLETT-PACKARD COMPANY, a company incorporated in Delaware, U.S.A. and
having its principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxx
Xxxx, Xxxxxxxxxx, X.X.X. 00000 (hereinafter referred to as "HP").
The Company, CSM and HP are sometimes collectively referred to herein as
"Parties" and individually referred to herein as a "Party".
WHEREAS
(A) The Parties had entered into an Assured Supply and Demand Agreement
64-225 dated 4 July 1997 (the "ASADA 64-225") relating to the provision
of wafer manufacturing capacity by the Company and CSM to HP and an
Amendment Agreement (No. 1) to the ASADA 64-225 dated 5 November 1998
(the " Amendment Agreement (No. 1)").
(B) In recognition of the increasing rate of technology migration in the
semiconductor industry and the prevailing market conditions, the Parties
have mutually agreed that either the 0.18um process technology or the
0.25um process technology should be the first process technology to be
installed in the Company Fab. Accordingly, the Parties desire to delay
the commencement of operations of the Company Fab to such time as 0.18um
process technology is ready for installation or the Parties mutually
agree to install the 0.25um process technology in the Company Fab
whichever is earlier. In the interim, CSM has agreed to make available
to the Company, wafer manufacturing capacity to enable the Company to
fulfill HP's demand for Wafers manufactured using 0.25um process
technology. Notwithstanding installation of the 0.25 um process
technology in the Company Fab, CSM shall continue to make available to
the Company wafer manufacturing capacity to enable the Company to meet
HP's demand for wafers manufactured using said process. The Parties
further acknowledge that it is the Company's intention to install
Motorola Inc.'s HIPERMOS process technology as the primary technology in
the Company Fab.
(C) The Parties are entering into this Amendment Agreement (No. 2) to vary
the ASADA 64-225 with effect from the date hereof. Further this
Amendment Agreement (No. 2) shall replace the Amendment Agreement (No.
1) in its entirety.
The Company - CSM - HP Confidential 2
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
IT IS HEREBY AGREED as follows: -
1. INTERPRETATION
1.1 In this Amendment Agreement (No. 2), unless the subject or context
otherwise requires, the following words and expressions shall have the
following meanings respectively ascribed to them: -
C10 Processes shall refer to *****************************************,
************************************************** Processes as well as
other process variants mutually agreed by the Parties.
C07 Processes shall refer to *******************************************
****** Process variants mutually agreed by the Parties.
"Company Fab Start-Up Date" shall mean the date on which the company Fab
is scheduled to output Wafers ordered by HP, such date to be mutually
agreed by the Parties in accordance with Clause 4.1 of this Amendment
Agreement (No. 2).
"Suspension Period" shall mean the period commencing from the Effective
Date and ending on the date immediately preceding the Company Fab
Start-Up Date.
"Compatible Equipment Set" shall mean the identical (meaning, vendor,
model, and configuration) equipment in use by the CSM or Company Fab for
the C10 or C07 Process in question. In the event that CSM or the Company
desires to qualify the C10 and/or C07 Process in another Fab or extend
the manufacturing capacity within the Fab in which the process is
qualified by using equipment that is not identical to the equipment on
which the process in question was originally qualified, HP shall have
the right to determine the risk of and acceptability of using the
proposed expanded equipment set. Furthermore, HP shall have the right to
determine in good faith reasonable specifications on what testing must
be done to prove compatibility of the proposed expanded equipment set
with the identical equipment set on which the process in question was
originally qualified.
"HP Standard Products" shall mean application-specific standard products
that are not customer-specific, or, in other words, are sold to multiple
customers. For the avoidance of doubt, the spirit and intent of the
Parties' discussions germane to HP Standard Products emphasized the
customers' inactive participation in Wafer process qualification
requirements. HP Standard Products comprise those products whose HP
customers have very little or no involvement in the wafer process
qualification, thereby allowing HP, CSM and the Company to jointly
determine optimal strategies for the Wafer manufacturing facilities in
which the HP Standard Products are to be produced and to allow HP to
determine the appropriate process qualification requirements without
significant customer intervention.
1.2 All other terms and references used in the ASADA 64-225 and which are
defined or construed in the ASADA 64-225 but are not defined or
construed in this Amendment Agreement (No. 2) shall have the same
meaning and the construction in this Amendment Agreement (No. 2).
The Company - CSM - HP Confidential 3
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
2. CSM SUPPLY COMMITMENT & HP WAFER PURCHASE COMMITMENT
2.1 CSM hereby agrees to provide to the Company wafer manufacturing capacity
(the "CSM Supply Commitment") in respect of the ************************
families of process as well as other process variants mutually agreed by
the Parties (collectively, the "C10/C07 Process") out of CSM's Fab 3
and/or other Fab facilities to enable the Company to fulfil HP's demand
for C10/C07 Process Wafer supply.
2.2 The CSM Supply Commitment shall be expressed as a quantity of Wafers and
shall be determined in accordance with Appendix A of this Amendment
Agreement (No. 2). The CSM Supply Commitment shall be available to the
Company until such time as the C10/C07 Process is made obsolete pursuant
to Clause 2.5 of this Amendment Agreement (No. 2).
2.3.1 HP agrees to place HP Purchase Orders with the Company for semiconductor
wafers (the "HP Wafer Purchase Commitment") in respect of the C10/C07
Process. The Company in turn agrees to place purchase orders with CSM
for such quantity of semiconductor Wafers as is equal to the HP Wafer
Purchase Commitment. Further, the Company agrees to place purchase
orders with CSM for such delivery requirements and technical
specifications of Wafers as are identical to the HP Purchase Orders on
the Company.
2.3.2 The HP Wafer Purchase Commitment shall be expressed as quantity of
Wafers and shall be determined in accordance with Clause 2 of the ASADA
64-225 (as retained, amended or suspended in Clause 3.3 of this
Amendment Agreement (No. 2)) and Appendix A of this Amendment Agreement
(No. 2). At the time when the Company determines the Company Wafer
Supply Commitment in accordance with Appendix A, CSM, the Company and HP
shall also determine the HP Wafer Purchase Commitment as set forth in
Appendix A.
2.3.3 HP shall provide CSP a rolling forecast of its volume requirements as
referenced in Clause 2.2 of the ASADA 64-225 on or before the 26th of
each month.
2.4 CSM is entitled to obsolete the C10/C07 Process in its Fab 3 and/or
other Fab facilities as follows: -
2.4.1 In respect of the C07 Process:
(a) upon CSM providing ********** advanced written notice to HP and the
Company, such notice shall not be provided prior to *****************;
or
(b) in the event that the aggregate quantity of HP Purchase Orders for C07
Process Wafers for a period of ** consecutive months is less than ***
wafers, CSM shall be entitled to give *** ****** advanced written notice
to HP and the Company to obsolete the C07 Process.
2.4.2 In respect of the C10 Process:
(a) upon CSM providing ********** advanced written notice to HP and the
Company, such notice shall not be provided prior to *****************;
or
The Company - CSM - HP Confidential 4
5
REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
(b) in the event that the aggregate quantity of HP Purchase Orders for C10
Process Wafers for a period of ** consecutive months is less than ***
Wafers, CSM shall be entitled to give *** ****** advanced written notice
to HP and the Company to obsolete the C10 Process.
2.5 It is HP's intent to work in good faith to qualify the **********
process in CSM's Fab 2 and the ********** process in the Company Fab so
that the supply of C10/C07 Process Wafers may be provided out of these
fabs in addition to or as an alternative to the supply of such wafers
out of CSM's Fab 3. The utilization of a CSM Fab facility other than CSM
Fab 3 for the manufacture of C10/C07 Process Wafers shall be mutually
agreed in writing by the Parties when CSM's Fab 3 capacity is
insufficient and additional C10/C07 Process Wafer manufacturing capacity
is required to fulfill the CSM Supply Commitment, or where the Parties
mutually agree that it would be more appropriate or viable for the CSM
Supply Commitment to be fulfilled through a CSM Fab facility other than
CSM Fab 3. In respect of the tapeout of each new device, the Parties
shall by mutual agreement determine in which CSM Fab facility such
device shall be manufactured.
2.6 In the event that the supply of C10/C07 Process Wafers for HP C10/C07
system-level-integration ASIC products will be from a CSM Fab facility
other than CSM's Fab 3, the supply should be on a converged equipment
set with that of CSM's Fab 3 or on a Compatible Equipment Set. In the
event that either CSM or HP wishes to deviate from this intent, the
Parties shall meet in good faith to mutually agree on the equipment set
to be installed in the relevant CSM Fab facility.
2.7 In the event that HP Standard Products are considered for manufacture
outside CSM's Fab 3, the Parties shall at the appropriate time meet in
good faith to mutually agree on the equipment set and appropriate
fabrication facility for the supply of C10/C07 Process Wafers for HP
Standard Products.
2.8 Subject to the foregoing, all other terms relating to the CSM Supply
Commitment and the HP Wafer Purchase Commitment for C10/C07 Process
Wafers shall be the same irrespective of the facility the Wafers are
manufactured in.
2.9 The price of Wafers supplied by CSM to the Company under the CSM Supply
Commitment shall be ********************************************* of the
ASADA 64-225, provided however, that the Company shall provide such
Wafers to HP on Pricing determined in accordance with Clause 1.4 of the
ASADA 64-225.
2.10 The provisions of Clause 4 of the ASADA 64-225 for the payment of
liquidated damages shall not be effective in respect of the Company
Wafer Supply Commitment, the HP Wafer Purchase Commitment and HP's
compliance with its monthly HP Forecast commitments until such time as
HP has ordered and CSM or CSP has produced for HP and shipped to HP
***************************** on C10/C07 Process. All liquidated damages
received by the Company from HP shall be paid by the Company to CSM, and
all liquidated damages payable by the Company to HP shall be paid by CSM
to the Company for payment to HP. For the avoidance of doubt, all
liquidated damages referenced in this Clause 2.10 have specific and
exclusive reference to C10/C07 Process Wafers.
2.11.1 The full HP loading commitment shall be in the C10 and C07 Processes and
the order mix between these 2 processes shall be as per the following
guidelines.
The Company - CSM - HP Confidential 5
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
a. Total layer capacity will be based on *************************
***************************
b. HP has **** capacity utilization flexibility between C10 and C07
Processes when determining the weekly order mix.
c. Notwithstanding Clause 2.11 (b) above, there shall be a
*************************************************************
********************************. Upon completion of the C07
Process Convergence Plan HP will have 100% capacity utilization
flexibility between C07 and C10 Processes.
2.11.2 Also, the Parties agree to the following points regarding the C07
Process Convergence and capacity access.
a. The Parties shall effect a C07 Process Convergence Plan
checkpoint meeting on or before *************.
b. ****
2.11.3 Notwithstanding the results of the C07 Process Convergence
checkpoint meeting, CSM commits to a maximum C07 Process Wafer
capacity available to HP of:
*********** out per month through **************,
*********** out in ************,
*********** out in *************, and
*********** out in *************.
2.11.4 In the event HP has unforeseen upside demand, both Parties will
work together in good faith to provide reasonable additional C07
Process Wafer capacity to HP. Prior to the end of Calendar year
2000 both parties will meet in good faith to assure sufficient
capacity is in place to satisfy the HP demand per the demand
forecast, demand flexibility model, and capacity access as set
forth in the Company Wafer Supply Commitment as defined in
Clause 1 of the ASADA 64-225 and as amended herein, and the HP
Wafer Purchase Commitment as defined in Clause 2 of the ASADA
64-225.
3. SUSPENSION OF CERTAIN TERMS OF THE ASADA 64-255
3.1 The Parties agree that the provisions of Clause 3 of the ASADA 64-225
relating to the Bridge Supply Commitment shall not apply to the CSM
Supply Commitment for the C10/C07 Process and accordingly, the
provisions of Clause 3 of the ASADA 64-225 shall be suspended for the
duration of the Suspension Period, and shall take effect on the Company
Fab Start-Up Date.
3.2 The Parties agree that in respect of the supply and purchase of C10/C07
Process Wafers, certain provisions of the ASADA 64-225 shall be
suspended and replace by provisions of this Amendment Agreement (No. 2),
and certain provisions of the ASADA 64-225 shall be retained and shall
remain in effect, as follows:
The Company - CSM - HP Confidential 6
7
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ASADA 00-000 XXXXXX REPLACED BY THIS Amendment Agreement (No.
CLAUSE NO. 2) CLAUSE NO.
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1.1 and 1.2 Suspended 2.1, 2.2, 2.4 and 2.5
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1.3, 1.4, 1.5, 1.6 Retained N.A.
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1.7 Retained N.A.
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2.1 first paragraph Suspended 2.3 and 2.7
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2.1 second paragraph Retained N.A.
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2.2, 2.3, 2.4 Retained N.A.
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2.5 Suspended None. However, this Clause does not negate
the Company's responsibility to provide
Wafer manufacturing capacity beyond Fab 3
in order to meet the Company Wafer Supply
Commitment, the spirit of which was defined
in Clause 2.5 of the ASADA 64-225.
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3.1, 3.2 and 3.3 Suspended 3.1
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4.1 Suspended 2.8
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4.2, 4.3, 4.4, 4.5, Retained N.A.
4.6, and 4.7
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For the avoidance of doubt, the suspension of the above provisions of
the ASADA 64-255 relate only to the sale and purchase of Wafers
manufacturing using the C10/C07 Processes. In respect of all processes
that are available in the Company Fab after the Company Fab Start-Up
Date, the original provisions of the ASADA 64-225 shall apply unless
otherwise mutually agreed by the Parties in writing.
4. COMPANY FAB START-UP DATE
4.1 The Parties shall mutually agree on the Company Fab Start-Up Date and
the ramp rate and capacity level of the Company Fab, based on the then
prevailing market conditions.
4.2 The Parties acknowledge that it is the Company's intention to install
Motorola Inc.'s HIPERMOS process technology as the primary technology in
the Company Fab. In connection therewith, the Company and HP agree to
enter into a separate amendment to ASADA64-225 for the supply of
HIPERMOS Process Wafers by the Company to HP, on such terms to be
mutually agreed, including but not limited to, the Company Supply
Commitment for HIPERMOS Wafers, the HP Wafer Purchase Commitment for
HIPERMOS Wafers and the payment of liquidated damages in certain events.
The HP Purchase Orders for C10/C07 Process Wafers and HIPERMOS Process
Wafers shall be included towards fulfilling the HP Wafer Purchase
Commitment as if such HP Purchase Orders were actually manufactured in
the Company Fab.
4.3 In consideration of the Company and CSM agreeing to include HP Purchase
Orders for C10/C07 Process Wafers towards fulfilling the HP Wafer
Purchase Commitment as if such HP Purchase Orders were actually
manufactured/loaded in the Company Fab, HP hereby agrees as follows: -
(a) in determining the appropriate ramp rate and capacity level for the
Company Fab after the Company Fab Start-Up Date, due consideration shall
be given to the demand for capacity from the Company Fab in order to
ensure that there is not excessive capacity installed, for example; in
the event that CSM requires capacity from the Company Fab but HP does
not, then the capacity to be installed in the Company Fab shall be such
quantity as is required by CSM, and HP's requirements for C10/C07
Process Wafer supply shall be fulfilled under this Amendment Agreement
(No. 2); and
The Company - CSM - HP Confidential 7
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(b) in the event that additional share capital is required in connection
with the ramp of the Company Fab, then each of HP and CSM shall pay its
proportionate share/of the committed capital contribution in accordance
with the JV Agreement, irrespective of whether HP or CSM (as the case
may be) requires capacity from the Company Fab at such time.
5. SAVING AND INCORPORATION
5.1 Save as expressly varied by the terms of this Amendment Agreement (No.
2), the terms and conditions of the ASADA 64-225 shall continue to be in
full force and effect in all other respects.
5.2 The ASADA 64-225 and this Amendment Agreement (No. 2) shall be construed
as one document and this Amendment Agreement (No. 2) shall be deemed to
be part of the ASADA 64-225. Where the context so permits, references in
the ASADA 64-225 and in this Amendment Agreement (No. 2) to the
"Agreement" shall be read and construed as references to the ASADA
64-225 as amended and supplemented by this Amendment Agreement (No. 2).
5.3 This Amendment Agreement (No. 2) shall replace Amendment Agreement
(No. 1) in its entirety.
6. ASSIGNMENT
Neither Party may assign its rights or obligations unless the other gives
written consent, such consent not to be unreasonably withheld. Any attempted
assignment without such consent will be voidable at the option of the
non-assigning Party. Notwithstanding the foregoing, HP, or its permitted
successive assignees or transferees, may assign or transfer this Amendment
Agreement (No. 2), or delegate any rights or obligations hereunder without
consent to Agilent Technologies, Inc. having a place of business in Palo Alto,
California. Without limiting the foregoing, this Amendment Agreement (No. 2),
will be binding upon and inure to the benefit of the Parties and their permitted
successors and assigns.
The Company - CSM - HP Confidential 8
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7. GOVERNING LAW
This Amendment Agreement (No. 2) shall be governed by and construed in
accordance with the laws of Singapore.
The Company - CSM - HP Confidential 9
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IN WITNESS WHEREOF the Parties have entered into this Amendment Agreement (No.2)
as of the date first written above.
Signed by )
Ang Xxxx Xxxx )
General Manager )
CHARTERED SILICON )
PARTNERS PTE LTD ) /s/ ANG XXXX XXXX
in the presence of )---------------------------------------
/s/ GRACE XX XXX
-----------------------------------
Name: Grace XX XXX
Title: Legal Officer
Signed by )
Xxxxxx Xxxxxx )
Senior Vice President, )
Business Operations )
CHARTERED SEMICONDUCTOR )
MANUFACTURING LTD ) /s/ XXXXXX XXXXXX
in the presence of )---------------------------------------
/s/ XXXXX XXX HO
-----------------------------------
Name: Xxxxx Xxx Ho
Title: Senior Secretary
Signed by )
Xxxxx Xxxxx )
CSP Program Manager, ICBD ) /s/ XXXXX XXXXX
HEWLETT-PACKARD COMPANY )---------------------------------------
in the presence of
/s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Counsel
The Company - CSM - HP Confidential 10
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
APPENDIX A
THE COMPANY WAFER SUPPLY COMMITMENT
AND
THE HP WAFER PURCHASE COMMITMENT
Notwithstanding the delay of production in the Company Fab facility, the Parties
still intend to honor the spirit of the process for determining the Company
Wafer Supply Commitment and the HP Wafer Purchase Commitment as set out in the
ASADA 64-225.
COMPANY WAFER SUPPLY COMMITMENT AND HP WAFER PURCHASE COMMITMENT PROCESSES
The Parties shall meet quarterly to establish the required Company Wafer Supply
Commitment and the corresponding HP Wafer Purchase Commitment. HP shall be
entitled to request that the Company Wafer Supply Commitment quantity be equal
to **** of the *************** of the HP Forecast (for both C10 and C07 Process
Wafers) of the ************** in the future, or in other words the future months
*** *************************************************************************
and upon the Company's and CSM's acceptance of such request, such quantity shall
become the Company Wafer Supply Commitment for such period. By way of example,
********************************************************************************
********************************************************************************
********************************************************************************
******************************.
The CSM Supply Commitment available to the Company shall be equal to the Company
Wafer Supply Commitment. The Company Wafer Supply Commitment as referenced in
the table below shall be a ceiling of capacity which CSM shall be required to
reserve in its Fab 3 or other mutually agreed facility for the Company to enable
the Company to fulfill HP's demand for both C10 and C07 Process Wafers, provided
always that the Company Wafer Supply Commitment reserved under this Appendix A
shall not exceed ****** Wafers out per month commencing in June 1999, unless
otherwise agreed by CSM and HP in writing. In the event that the HP Forecast
indicates that HP will require more than ****** Wafers out per month, HP and CSM
shall meet in good faith to determine if additional capacity is available to
meet the HP demand beyond ****** Wafers out per month and to mutually agree on
the terms relating to the provision of such additional capacity. Such meeting
shall be conducted during the quarterly meetings held to establish the required
Company Wafer Supply Commitment.
The Company - CSM - HP Confidential 11
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
The Company Wafer Supply Commitment with effect from the date of this Amendment
Agreement (No. 2) shall be as set out in the following table :-
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MONTH COMPANY WAFER SUPPLY COMMITMENT
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April 1999 ****
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May 1999 ****
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June 1999 ****
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July 1999 ****
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August 1999 ****
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September 1999 ****
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October 1999 ****
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November 1999 ****
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December 1999 ****
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January 2000 ****
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February 2000 ****
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March 2000 ****
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April 2000 ****
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May 2000 ****
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June 2000 ****
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July 2000 ****
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August 2000 ****
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September 2000 ****
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The Company - CSM - HP Confidential 12
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
The HP Wafer Purchase Commitment with effect from the date of this Amendment
Agreement (No. 2) shall be as set out in the following table:-
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MONTH HP WAFER PURCHASE COMMITMENT
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April 1999 ****
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May 1999 ****
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June 1999 ****
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July 1999 ****
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August 1999 ****
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September 1999 ****
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October 1999 ****
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November 1999 ****
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December 1999 ****
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January 2000 ****
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February 2000 ****
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March 2000 ****
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April 2000 ****
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May 2000 ****
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June 2000 ****
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July 2000 ****
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August 2000 ****
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September 2000 ****
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The Company - CSM - HP Confidential 13
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
It is the intent of the Parties for HP to order and purchase the HP Wafer
Purchase Commitment quantities defined in the table above. In the event HP does
not order all the Company Wafer Supply Commitment quantities defined above, the
following shall apply: -
(a) Until such time as HP has ordered and CSM has produced for and shipped
to HP at least ***** Wafers out per month on C10/C07 Processes, it is
the intent of the Parties for CSM to sell the excess in the Company
Wafer Supply Commitment over the HP Forecast for future months 1 and 2
of the most current HP Forecast. In the event that CSM wishes to sell
the excess in the Company Wafer Supply Commitment over the HP Forecast
for future months 1 and 2 of the most current HP Forecast, CSM shall
provide HP the first right of refusal to purchase such excess.
(b) After HP has ordered and CSM has produced for and shipped to HP at least
***** Wafers out per month on C10/C07 Processes, the provisions of
Clause 2.10 of this Amendment Agreement (No. 2) relating to the payment
of liquidated damages in respect of the HP Wafer Purchase Commitment
shall apply.
In the event that the HP Forecast quantity for any period exceeds the then
current Company Wafer Supply Commitment for such period, the Parties shall meet
in good faith to determine if additional capacity is available to meet the HP
demand beyond the Company Wafer Supply Commitment. The HP Wafer Purchase
Commitment shall be modified only to the extent that additional Company Wafer
capacity is provided.
The Company - CSM - HP Confidential 14
