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EXHIBIT 10.42
AMENDMENT NO. 1
TO
SUPPLY AGREEMENT
AND TO
OPTION AGREEMENT 1
BETWEEN
ALTERA CORPORATION
AND
TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.
OCTOBER 1, 1995
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AMENDMENT NO. 1
TO
SUPPLY AGREEMENT AND OPTION AGREEMENT 1
THIS AMENDMENT is made and becomes effective as of October 1, 1995 (the
"Amendment Date") by Taiwan Semiconductor Manufacturing Co., Ltd. ("TSMC"), a
company organized under the laws of the Republic of China with its registered
address at No. 000, Xxxx Xxx. 3, Science Based Industrial Park, Hsinchu,
Taiwan, and Altera Corporation, a company organized under the laws of the State
of California, with its registered address at 0000 Xxxxxxx Xxxxxxx, Xxx Xxxx,
Xxxxxxxxxx 00000-0000 ("Customer").
RECITALS
WHEREAS, on June 26, 1995, the parties entered into a Wafer Supply
Agreement (the "Supply Agreement") and an Option Agreement ("Option Agreement
1"), the Supply Agreement specifying terms and conditions under which TSMC
supplies wafers to Customer through 1999 with provision for automatic extension,
and the Option Agreement 1 granting Customer the right to purchase a specified
option capacity through 1999;
WHEREAS, as of the Amendment Date, the parties are entering into
"Option Agreement 2" granting the Customer the right to purchase additional
option capacity through 2000, and "Option Agreement 3" granting the Customer the
right to purchase still additional option capacity through 2001;
WHEREAS, certain amendments to the Supply Agreement and to Option
Agreement 1 are required for purposes of coordinating all of these documents;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:
1. SUPPLY AGREEMENT
(a) Section 5.1 of the Supply Agreement is hereby amended by
extending the initial term by two years (i.e. through December
31, 2001).
(b) Section 5.3 of the Supply Agreement ("Automatic Extension") is
hereby amended by extending each date specified therein by two
years.
2. OPTION AGREEMENT 1
(a) Exhibit B attached to Option Agreement 1 is hereby replaced by
Exhibit B attached to this Amendment.
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(b) Section 1(c) of Option Agreement 1 (definition of "Option
Capacity") is hereby amended by inserting "identified as
'Option 1' in Exhibit B," after the comma.
(c) The last sentence of Section 2(a) of Option Agreement 1 is
hereby amended to read in full as follows:
In any calendar year, the orders placed by Customer
shall first apply to fill the Base Capacity Portion of
the Customer Committed Capacity (identified as "Base
Commit" in Exhibit B), then to the Option Capacity of
this Option Agreement 1 (identified as "Option 1" in
Exhibit B), then the Option Capacity of Option
Agreement 2 (identified as "Option 2" in Exhibit B),
and then the Option Capacity of Option Agreement 3
(identified as "Option 3" in Exhibit B).
(d) Section 4 of Option Agreement 1 is hereby amended to read in
full as follows:
4. OTHER PURCHASE TERMS AND CONDITIONS
The Supply Agreement will apply to all
purchases of wafers by Customer from TSMC,
except that the provisions of this Agreement
will supersede the Supply Agreement with
respect to the subject matter hereof, and the
provisions of Option Agreement 2 and Option
Agreement 3 will supersede the Supply
Agreement as to the respective subject matter
thereof.
(e) The Parties acknowledge that "Equivalent Wafer" in Section
5(a), line 2 of Option Agreement 1 should read "Wafer
Equivalent".
3. CONTINUING EFFECT
Subject to the foregoing amendments, the Supply Agreement and Option
Agreement 1 continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first stated above.
TAIWAN SEMICONDUCTOR ALTERA CORPORATION
MANUFACTURING CO., LTD.
BY: /s/ XXXXXX XXXXXX BY: /s/ XXXXXX XXXXX
----------------------- -----------------------
Xxxxxx Xxxxxx Xxxxxx Xxxxx
President President
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EXHIBIT B
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95 96 97 98 99 2000 2001
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BASE *** *** *** *** *** ***
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%
Commit *** *** *** *** *** ***
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Base Commit *** *** *** *** *** ***
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Option1 *** *** *** *** *** ***
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Option2 *** *** *** *** *** ***
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Option3 *** *** *** *** *** ***
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Tot Opt *** *** *** *** *** ***
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TSMC Commit *** *** *** *** *** ***
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Cust. Commit *** *** *** *** *** ***
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UNITS: K 6" WAFER EQUIVALENT
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*** Confidential treatment requested. Omitted portions have been filed
separately with the Commission.
