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•	expectations concerning the planned merger (the “Merger”) with SanDisk Corporation (“SanDisk”);

•	expectations regarding the integration of our HGST and WD subsidiaries following the decision by the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) in October 2015;

•	expectations regarding the growth of digital data and demand for digital storage;

•	our plans to develop and invest in new products and expand into new storage markets and into emerging economic markets;

•	expectations regarding the personal computer (“PC”) market and the emergence of new storage markets for our products;

•	expectations regarding the amount and timing of charges and cash expenditures associated with our restructuring activities;

•	our quarterly cash dividend policy;

•	expectations regarding the outcome of legal proceedings in which we are involved;

•	expectations regarding the repatriation of funds from our foreign operations;

•	our beliefs regarding tax benefits and the timing of future payments, if any, relating to the unrecognized tax benefits, and the adequacy of our tax provisions;

•	our beliefs regarding the sufficiency of our available liquidity to meet our working capital, debt, dividend and capital expenditure needs; and

•	expectations regarding our debt financing plans.

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•	Consolidated net revenue totaled $2.8 billion.

•	Net revenue derived from enterprise SSDs was $200 million as compared to $224 million in the prior-year period.

•	HDD shipments decreased 21% from the prior-year period to 43.1 million units.

•	Gross margin decreased to 26.7% as compared to 29.1% in the prior-year period.

•	Operating income decreased to $88 million as compared to $421 million in the prior-year period.

•	We generated $485 million in cash flow from operations and ended the quarter with $5.9 billion in cash and cash equivalents.

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the Merger having not been consummated by October 21, 2016 (or January 21, 2017, if either SanDisk or we elect to extend this date pursuant to the terms of the Merger Agreement) or (ii) any governmental entity having issued an order, decree or ruling or having taken any other action in respect of any antitrust law that has the effect of enjoining or otherwise prohibiting consummation of the Merger substantially on the terms contemplated by the Merger Agreement, and such order, decree, ruling or other action has become final and non-appealable; and

•

at the time of such termination, all other conditions to closing have been satisfied other than (i) the condition requiring that there are no rulings or orders in respect of any antitrust law that have the effect of enjoining or prohibiting the consummation of the Merger or (ii) the condition relating to: (a) expiration or termination of the waiting period (and any extensions thereof) applicable to the consummation of the Merger under the HSR Act and (b) the receipt of all other required antitrust approvals.

•	delay, defer or cease purchasing goods or services from or providing goods or services to us;

•	delay or defer other decisions concerning us, or refuse to extend credit to us;

•	cease further joint development activities; or

•	otherwise seek to change the terms on which they do business with us.

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•	difficulties entering new markets or manufacturing in new geographies where we have no or limited direct prior experience;

•	successfully managing relationships with our strategic partners, combined supplier and customer base;

•	coordinating and integrating independent research and development and engineering teams across technologies and product platforms to enhance product development while reducing costs;

•	coordinating sales and marketing efforts to effectively position the combined company’s capabilities and the direction of product development;

•	limitations or restrictions required by regulatory authorities on the ability of SanDisk’s and our management to conduct planning regarding the integration of the two companies;

•	difficulties in integrating the systems and process of two companies with complex operations including multiple manufacturing sites;

•	the increased scale and complexity of our operations resulting from the Merger;

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•	retaining key employees;

•	obligations that we will have to counterparties of SanDisk that arise as a result of the change in control of SanDisk; and

•	the diversion of management attention from other important business objectives.

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•	incur, assume or guarantee additional indebtedness;

•	declare or pay dividends or make other distributions with respect to, or purchase or otherwise acquire or retire for value, equity interests;

•	make principal payments on, or redeem or repurchase, subordinated debt;

•	make loans, advances or other investments;

•	incur liens;

•	sell or otherwise dispose of assets, including capital stock of subsidiaries;

•	consolidate or merge with or into, or sell all or substantially all of our assets to, another person; and

•	enter into transactions with affiliates.

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•	limited in how we conduct our business;

•	unable to raise additional debt or equity financing to operate during general economic or business downturns; or

•	unable to compete effectively, take advantage of new business opportunities or grow in accordance with our plans.

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Volatile Demand. Our direct and indirect customers may delay or reduce their purchases of our products and systems containing our products. In addition, many of our customers rely on credit financing to purchase our products. If negative conditions in the global credit markets prevent our customers’ access to credit, product orders may decrease, which could result in lower revenue. Likewise, if our suppliers, sub-suppliers and sub-contractors (collectively referred to as “suppliers”) face challenges in obtaining credit, in selling their products or otherwise in operating their businesses, they may be unable to offer the materials we use to manufacture our products. These actions could result in reductions in our revenue and increased operating costs, which could adversely affect our business, results of operations and financial condition.

•	Restructuring Activities. If demand for our products slows as a result of a deterioration in economic conditions, we may undertake restructuring activities to realign our cost structure with softening demand. The occurrence of restructuring activities could result in impairment charges and other expenses, which could adversely impact our results of operations or financial condition.

•	Credit Volatility and Loss of Receivables. We extend credit and payment terms to some of our customers. In addition to ongoing credit evaluations of our customers’ financial condition, we traditionally seek to mitigate

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Impairment Charges. We test goodwill for impairment annually as of the first day of our fourth fiscal quarter and at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. Negative or uncertain global economic conditions could result in circumstances, such as a sustained decline in our stock price and market capitalization or a decrease in our forecasted cash flows such that they are insufficient, indicating that the carrying value of our long-lived assets or goodwill may be impaired. If we are required to record a significant charge to earnings in our consolidated financial statements because an impairment of our long-lived assets or goodwill is determined, our results of operations will be adversely affected. For example, given the recent volatility of our market capitalization, it is possible that our goodwill could become impaired in the near term which could result in a material charge and adversely affect our results of operations.

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Mobile Devices. There has been and continues to be a rapid growth in devices that do not contain a hard drive such as tablet computers and smart phones. As tablet computers and smart phones provide many of the same capabilities as PCs, they have displaced or materially affected, and we expect will continue to displace or materially affect, the demand for PCs. If we are not successful in adapting our product offerings to include disk drives or alternative storage solutions that address these devices, including through completion of the planned SanDisk Merger, demand for our products in these markets may decrease and our financial results could be materially adversely affected.

•

Cloud Computing. Consumers traditionally have stored their data on their PC, often supplemented with personal external storage devices. Most businesses also include similar local storage as a primary or secondary storage location. This storage is typically provided by HDDs. With cloud computing, applications and data are hosted, accessed and processed through a third-party provider over a broadband Internet connection, potentially reducing or eliminating the need for, among other things, significant storage inside the accessing computer. Even if we are successful at increasing revenues from sales to cloud computing customers, if we are not successful in manufacturing compelling products to address the cloud computing opportunity, demand for our products in these other markets may decrease and our financial results could be materially adversely affected. Demand for cloud computing solutions themselves may be volatile due to differing patterns of technology adoption and innovation, improved data storage efficiency by cloud computing service providers, and concerns about data protection by end users.

•	Obsolete Inventory. In some cases, products we manufacture for these markets are uniquely configured for a single customer’s application, creating a risk of obsolete inventory if anticipated demand is not actually realized. In addition, rapid technological change in our industry increases the risk of inventory obsolescence.

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Macroeconomic Conditions. Consumer spending has been, and may continue to be, adversely affected in many regions due to negative macroeconomic conditions and high unemployment levels. Please see the risk factor entitled “Adverse global economic conditions and credit market uncertainty could harm our business, results of operations and financial condition.” for more risks and uncertainties relating to macroeconomic conditions.

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•	difficulties faced in manufacturing ramp;

•	implementing at an acceptable cost product features expected by our customers;

•	market acceptance/qualification;

•	effective management of inventory levels in line with anticipated product demand;

•	quality problems or other defects in the early stages of new product introduction and problems with compatibility between our products and those of our customers that were not anticipated in the design of those products; and

•	our ability to increase our software development capability.

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•	obtaining requisite governmental permits and approvals;

•	currency exchange rate fluctuations or restrictions;

•	political instability and civil unrest;

•	limited transportation availability, delays, and extended time required for shipping, which risks may be compounded in periods of price declines;

•	higher freight rates;

•	labor challenges, including difficulties finding and retaining talent or responding to labor disputes or disruptions;

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•	trade restrictions or higher tariffs;

•	copyright levies or similar fees or taxes imposed in European and other countries;

•	exchange, currency and tax controls and reallocations;

•	increasing labor and overhead costs; and

•	loss or non-renewal of favorable tax treatment under agreements or treaties with foreign tax authorities.

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•	our interests could diverge from our partners’ interests or we may not be able to agree with co-venturers on ongoing activities, or on the amount, timing or nature of further investments in the relationship;

•	we may experience difficulties and delays in ramping production at, and transferring technology to, such ventures;

•	our control over the operations of our ventures is limited;

•	due to financial constraints, our co-venturers may be unable to meet their commitments to us or may pose credit risks for our transactions with them;

•	due to differing business models or long-term business goals, our partners may decide not to join us in funding capital investment by our ventures, which may result in higher levels of cash expenditures by us;

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•	we may lose the rights to technology or products being developed by the strategic relationship, including if our partner is acquired by another company, files for bankruptcy or experiences financial or other losses;

•	we may experience difficulties or delays in collecting amounts due to us from our co-venturers;

•	the terms of our arrangements may turn out to be unfavorable; and

•	changes in tax, legal or regulatory requirements may necessitate changes in the agreements with our co-venturers.

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•	interrupting or otherwise disrupting the shipment of our product components;

•	damaging our reputation;

•	forcing us to find alternate component sources;

•	reducing demand for our products (for example, through a consumer boycott); or

•	exposing us to potential liability for our suppliers’ or customers’ wrongdoings.

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•	the timing of orders from and shipment of products to major customers;

•	our product mix;

•	changes in the ASPs of our products;

•	manufacturing delays or interruptions;

•	acceptance by customers of competing products in lieu of our products;

•	variations in the cost of and lead times for components for our products;

•	limited availability of components that we obtain from a single or a limited number of suppliers;

•	seasonal and other fluctuations in demand for systems that use storage devices often due to technological advances; and

•	availability and rates of transportation.

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•	price protection adjustments and other sales promotions and allowances on products sold to retailers, resellers and distributors;

•	inventory adjustments for write-down of inventories to lower of cost or market value (net realizable value);

•	testing of goodwill and other long-lived assets for impairment;

•	reserves for doubtful accounts;

•	accruals for product returns;

•	accruals for warranty costs related to product defects;

•	accruals for litigation and other contingencies;

•	liabilities for unrecognized tax benefits; and

•	expensing of stock-based compensation.

•	actual or anticipated fluctuations in our operating results, including those resulting from the seasonality of our business;

•	announcements of technological innovations by us or our competitors, which may decrease the volume and profitability of sales of our existing products and increase the risk of inventory obsolescence;

•	new products introduced by us or our competitors;

•	strategic actions by us or competitors, such as acquisitions and restructurings;

•	periods of severe pricing pressures due to oversupply or price erosion resulting from competitive pressures or industry consolidation;

•	developments with respect to patents or proprietary rights;

•	proposed or adopted regulatory changes or developments or anticipated or pending investigations, proceedings or litigation that involve or affect us or our competitors;

•	conditions and trends in the hard drive, solid state storage, computer, data and content management, storage and communication industries;

•	contraction in our operating results or growth rates that are lower than our previous high growth-rate periods;

•	failure to meet analysts’ revenue or earnings estimates or changes in financial estimates or publication of research reports and recommendations by financial analysts relating specifically to us or the storage industry in general; and

•	macroeconomic conditions that affect the market generally and, in particular, developments related to market conditions for our industry.

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*	Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.

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1.	Stock Units Subject to 2004 Performance Incentive Plan

2.	Award Agreement

3.	[Reserved.]

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6.	Timing and Manner of Payment of Stock Units

7.	Change in Control Event Generally

(i)	As to the then outstanding and otherwise unvested, but previously credited Stock Units based on the attainment of a performance milestone during a Measurement Period that has ended as of the date of the Change in Control Event, such credited Stock Units shall vest as of the Change in Control Event; and

(ii)

As to any then outstanding and otherwise unvested (and not previously credited or terminated) Stock Units that remain eligible to vest and as to which the corresponding Measurement Period has not ended as of the date of the Change in Control Event, the target number of Stock Units allocated to that Measurement Period shall vest as of the Change in Control Event (and provided that the Administrator, in its sole discretion, may consider it appropriate in the circumstances to provide for a greater portion of such outstanding Stock Units to vest).

8.	Termination of Employment

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(i)	the then outstanding and otherwise unvested Stock Units which were previously credited based on the attainment of a performance milestone during a Measurement Period shall vest as of the Participant’s Severance Date; and

(ii)	all remaining unvested and uncredited Stock Units shall terminate and be forfeited as of the Participant’s Severance Date.

9.	Adjustments

10.	Withholding Taxes

11.	Nontransferability

12.	No Right to Employment

13.	Rights as a Stockholder

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14.	Notices

15.	Arbitration

16.	Governing Law

17.	Severability

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18.	Entire Agreement

19.	Section Headings

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ARTICLE 1.	DEFINITIONS; INTERPRETATION                    1

Section 1.1	Definitions                            1

Section 1.2	Interpretation                            43

Section 1.3	Certain Determinations.                        44

Section 1.4	Change in Accounting Principles                    44

Section 1.5	Currency Generally                        45

ARTICLE 2.	THE LOAN FACILITIES                        45

Section 2.1	The Term Loans                        45

Section 2.2	Revolving Credit Commitments                    46

Section 2.3	Letters of Credit                        46

Section 2.4	Applicable Interest Rates                    49

Section 2.5	Manner of Borrowing Loans and Designating Applicable

Section 2.6	Minimum Borrowing Amounts; Maximum Eurodollar Loans        52

Section 2.7	Maturity of Loans                        52

Section 2.8	Prepayments                            53

Section 2.9	Place and Application of Payments                57

Section 2.10	Commitment Terminations                    58

Section 2.11	[Reserved]                            58

Section 2.12	Evidence of Indebtedness                    58

Section 2.13	Fees                                59

Section 2.15	Extensions of Term Loans and Revolving Credit Commitments    63

Section 2.16	Refinancing Facilities                        66

Section 2.17	Escrow of Loan Proceeds                    69

Section 2.18	Defaulting Lenders                        69

ARTICLE 3.	CONDITIONS PRECEDENT                        71

Section 3.1	All Credit Extensions                        71

Section 3.2	Initial Credit Extensions and Effectiveness on Closing Date        71

Section 3.3	Escrow Release Date                        73

ARTICLE 4.	THE COLLATERAL AND THE GUARANTY                76

Section 4.1	Collateral                            76

Section 4.2	Liens on Real Property                        76

Section 4.3	Guaranty                            77

Section 4.4	Further Assurances                        77

Section 4.5	Limitation on Collateral                        77

ARTICLE 5.	REPRESENTATIONS AND WARRANTIES                78

Section 5.1	Financial Statements                        78

Section 5.2	Organization and Qualification                    79

Section 5.3	Authority and Enforceability                    79

Section 5.4	No Material Adverse Change                    80

Section 5.5	Litigation and Other Controversies                80

Section 5.6	True and Complete Disclosure                    80

Section 5.7	Margin Stock                            80

Section 5.8	Taxes                                80

Section 5.9	ERISA                            80

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Section 5.10	Subsidiaries                            80

Section 5.11	Compliance with Laws                        81

Section 5.12	Environmental Matters                        81

Section 5.13	Investment Company                        81

Section 5.14	Intellectual Property                        81

Section 5.15	Good Title                            81

Section 5.16	Labor Relations                        81

Section 5.17	Capitalization                            82

Section 5.18	Governmental Authority and Licensing                82

Section 5.19	Approvals                            82

Section 5.20	Solvency                            82

Section 5.21	Anti-Corruption Laws, Sanctions and Anti-Money Laundering    82

Section 5.22	Security Interest in Collateral                    83

ARTICLE 6.	COVENANTS                            83

Section 6.1	Information Covenants                        83

Section 6.2	Inspections                            86

Section 6.3	Maintenance of Property, Insurance, Environmental Matters, etc.    86

Section 6.4	Books and Records                        87

Section 6.5	Preservation of Existence                    87

Section 6.6	Compliance with Laws                        87

Section 6.7	ERISA                            87

Section 6.8	Payment of Taxes                        87

Section 6.9	Designation of Subsidiaries                    88

Section 6.10	Use of Proceeds                        88

Section 6.11	Transactions with Affiliates                    88

Section 6.12	No Changes in Fiscal Year                    90

Section 6.13	Change in the Nature of Business                    90

Section 6.14	Indebtedness                            90

Section 6.15	Liens                                95

Section 6.16	Consolidation, Merger, Sale of Assets, etc.                98

Section 6.17	Advances, Investments and Loans                101

Section 6.18	Restricted Payments                        104

Section 6.19	Limitation on Restrictions                    105

Section 6.20	Optional Payments of Certain Indebtedness; Modifications of Certain Indebtedness and Organizational Documents            107

Section 6.21	OFAC                                107

Section 6.22	Financial Covenants                        107

Section 6.23	Maintenance of Ratings                        108

Section 6.24	Certain Post-Closing Obligations                108

Section 6.25	Intercompany Transactions                    108

Section 6.26	Lender Calls                            108

ARTICLE 7.	EVENTS OF DEFAULT AND REMEDIES                109

Section 7.1	Events of Default                        109

Section 7.2	Non-Bankruptcy Defaults                    110

Section 7.3	Bankruptcy Defaults                        111

Section 7.4	Collateral for Undrawn Letters of Credit                111

Section 7.5	Notice of Default                        112

ARTICLE 8.	CHANGE IN CIRCUMSTANCES AND CONTINGENCIES        112

Section 8.1	Funding Indemnity                        112

Section 8.2	Illegality                            112

Section 8.3	Alternate Rate of Interest                    113

Section 8.4	Yield Protection                        113

Section 8.5	Substitution of Lenders                        115

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Section 8.6	Lending Offices                        115

ARTICLE 9.	THE ADMINISTRATIVE AGENT                    115

Section 9.1	Appointment and Authorization of Administrative Agent        115

Section 9.2	Administrative Agent and its Affiliates                116

Section 9.3	Action by Administrative Agent                    116

Section 9.4	Consultation with Experts                    116

Section 9.5	Liability of Administrative Agent; Credit Decision;

Section 9.6	Indemnity                            118

Section 9.7	Resignation of Administrative Agent and Successor Administrative

Section 9.8	L/C Issuer                            119

Section 9.9	Hedging Liability and Funds Transfer Liability and Deposit

Section 9.10	No Other Duties                        119

Section 9.11	Authorization to Enter into, and Enforcement of, the

Section 9.12	Authorization to Release Liens, Etc.                120

Section 9.13	Withholding Taxes                        121

Section 9.14	Credit Bidding                            121

ARTICLE 10.	MISCELLANEOUS                            122

Section 10.1	Taxes.                                122

Section 10.2	No Waiver; Cumulative Remedies; Collective Action        124

Section 10.3	Non-Business Days                        125

Section 10.4	Documentary Taxes                        125

Section 10.5	Survival of Representations                    125

Section 10.6	Survival of Indemnities                        125

Section 10.7	Sharing of Set-Off                        125

Section 10.8	Notices                            126

Section 10.9	Counterparts                            126

Section 10.10	Successors and Assigns; Assignments and Participations        127

Section 10.11	Amendments                            130

Section 10.12	Heading                            132

Section 10.13	Costs and Expenses; Indemnification                132

Section 10.14	Set-off                            133

Section 10.15	Entire Agreement                        133

Section 10.16	Governing Law                        133

Section 10.17	Severability of Provisions                    134

Section 10.18	Excess Interest                            134

Section 10.19	Construction                            134

Section 10.20	Lender’s Obligations Several                    134

Section 10.21	USA Patriot Act                        135

Section 10.22	Submission to Jurisdiction; Waiver of Jury Trial            135

Section 10.23	Treatment of Certain Information; Confidentiality            135

Section 10.24	No Fiduciary Relationship                    136

Section 10.25	Platform; Borrower Materials                    136

Section 10.26	Acknowledgement and Consent to Bail-In of EEA

EXHIBIT A	-    Notice of Payment Request

EXHIBIT B	-    Notice of Borrowing

EXHIBIT C	-    Notice of Continuation/Conversion

EXHIBIT D-1	-    Term A Note

EXHIBIT D-2	-    U.S. Term B Note

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EXHIBIT D-3	-    Euro Term B Note

EXHIBIT D-4	-    Revolving Note

EXHIBIT E	-    Solvency Certificate

EXHIBIT F	-    Compliance Certificate

EXHIBIT G	-    Assignment and Assumption

EXHIBIT H-1	-    Form of Trademark Security Agreement

EXHIBIT H-2	-    Form of Patent Security Agreement

EXHIBIT H-3	-    Form of Copyright Security Agreement

EXHIBIT I	-    Form of Security Agreement

SCHEDULE 1	-    Term Loan Commitments and Revolving Credit Commitments as of the Closing Date

SCHEDULE 2.3	-    Existing Letters of Credit

SCHEDULE 5.5	-    Litigation

SCHEDULE 5.10	-    Subsidiaries

SCHEDULE 5.17	-    Capitalization

SCHEDULE 6.11	-    Transactions with Affiliates

SCHEDULE 6.14	-    Indebtedness

SCHEDULE 6.15	-    Liens

SCHEDULE 6.17	-    Investments

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ARTICLE 7.	EVENTS OF DEFAULT AND REMEDIES.

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ARTICLE 8.	CHANGE IN CIRCUMSTANCES AND CONTINGENCIES.

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ARTICLE 9.	THE ADMINISTRATIVE AGENT.

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ARTICLE 10.	MISCELLANEOUS.

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(i)	two (2) duly completed and signed IRS Forms W-8BEN or IRS Forms W-8BEN-E, as applicable, claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code;

(ii)	two (2) duly completed and signed IRS Forms W-8ECI;

(iii)	in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) two (2) duly completed and signed certificates substantially in the form of Exhibit L-1 (any such certificate, a “U.S. Tax Compliance Certificate”) and (y) two (2) duly completed and signed IRS Forms W-8BEN or IRS Forms W-8BEN-E, as applicable;

(iv)

to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), two (2) duly completed and signed IRS Forms W-8IMY of the Lender, together with an IRS FormW-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W-9, and/or other certifications documents from each beneficial owner, as applicable, provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner; or

(v)

two (2) duly completed and signed copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, together with such supplementary documentation as may be prescribed by Applicable Laws to permit the Borrower or the Administrative Agent to determine any withholding or deduction required to be made.

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To:

JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Loan Agreement dated as of April 29, 2016 (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Western Digital Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto

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To:

JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Loan Agreement dated as of April 29, 2016 (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) among Western Digital Corporation (the “Borrower”), the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto

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To:	JP Morgan Chase Bank, N.A.,

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1.

I understand that investments in the SunTrust Interest Bearing Demand Deposit Account and SunTrust Non-Interest Bearing Demand Deposit Account are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”), in the standard FDIC insurance amount of $250,000, including principal and accrued interest. The Parties understand that deposits in the SunTrust Interest Bearing Demand Deposit Account and SunTrust Non-Interest Bearing Demand Deposit Account are not secured.

2.	I have full power to direct and authorize investments in account(s) identified below.

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By:____________________________________________	Name:

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By:____________________________________________	Name:

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1.	Joint Venture Agreement Dated November 9, 2015 by and among Unisplendor Corporation Limited, Unissoft (Wuxi) Group Co., Ltd. and Western Digital Corporation.

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1.	Guarantee facility by Mizuho Bank in the amount of JPY 1.0 Billion (roughly USD equivalent of $9.0 million) for import consumption tax for customs on behalf of HGST Japan Ltd.

2.	Guarantee made by Western Digital Corporation in favor of The Bank Of Nova Scotia in connection with the indebtedness and liability of Western Digital (Fremont) LLC arising under a master lease agreement for precious metals with an aggregate liability not to exceed approximately $3.6 million.

3.	Guarantee made by Western Digital Corporation in favor of The Bank Of Nova Scotia in connection with the indebtedness and liability of HGST, Inc., arising under a master lease agreement for precious metals with an aggregate liability not to exceed $27.5 million.

4.	Guarantee facility by HSBC Bank Malaysia Berhad in the amount of up to RM 26 million (roughly USD equivalent of $6.6 million), utilized by Western Digital (Malaysia) Sdn. Bhd. for various purposes.

5.	Guarantee by Kasikorn Bank to the Provincial Electricity Authority and [the Customs Department in the amount of THB 251,663,629.14 (roughly USD equivalent of $7.2 million) for the payment for electric power services on behalf of Western Digital Storage Device (Thailand) Company Limited and taxes.

6.	Guarantees by Siam Commercial Bank to the Provincial Electricity Authority and the Customs Department in the amount of THB 250,940,754 (roughly USD equivalent of $7.2 million) for the payment for electric power services on behalf of Western Digital Storage Device (Thailand) Company Limited and fees and taxes.

7.	Letters of Credit issued by Kasikorn Bank on behalf of Western Digital Storage Device (Thailand) Company Limited in the amount of THB 320,000,000 (roughly USD equivalent of $9.2 million).

8.	Bank guarantees issued by WD Media (Malaysia) SDN in an amount of approximately USD $4.4 million.

9.	Letters of Credit issued by Citibank on behalf of HGST, Inc. in the amount of $3,506,600 related to workers comp programs.

10.	Amended and Restated Uncommitted Receivables Purchase Agreement dated as of March 25, 2016 among Western Digital Technologies, Inc. and HGST, Inc., each as a Seller, Western Digital Corporation, as Parent, and Bank of West, as Purchaser, in an aggregate facility amount of $100,000,000.

11.

Amended and Restated Receivables Purchase Agreement dated as of April 27, 2011 and amended and restated as of September 21, 2012, as amended as of June 16, 2014 and as further amended as of June 29, 2015, among Western Digital Technologies, Inc. and HGST, Inc., each as a Seller, the other sellers from time to time party thereto and Citibank, N.A., as Buyer, in an aggregate facility amount of $250,000,000.

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12.	Supplier Agreement dated as of September 3, 2013 by and between Western Digital Technologies, Inc., and Citibank, N.A., providing for receivables financing by Citibank for certain trade receivables.

13.	Supplier Agreement dated as of November 18, 2011 by and between Western Digital Technologies, Inc. and Citibank, N.A., providing for receivables financing by Citibank, N.A. for certain trade receivables.

1.	SanDisk Corporation and certain of its Subsidiaries entered into a Receivable Purchase Agreement in an amount up to $100 million with Standard Chartered Bank on February 25, 2015.

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1.	A security interest granted by HGST, Inc. as lessee De Lage Landen Financial Services, Inc. as lessor in all HGST, Inc.’s invoices and their proceeds specified in Schedule A of the financing statement amendment under the Master Lease Agreement.

2.	A security interest granted by Hitachi Global Storage Technologies, Inc.as lessee to Hewlett- Packard Financial Services Company as lessor in all of Hitachi Global Storage Technologies, Inc.’s Equipment (as defined in the financing statement), rights and claims to payment and chattel paper arising out of such Equipment and all proceeds relating to the Equipment.

3.	A security interest granted by Hitachi Global Storage Technologies, Inc.as lessee to Hewlett- Packard Financial Services Company as lessor in all of Hitachi Global Storage Technologies, Inc.’s Equipment (as defined in the financing statement), rights and claims to payment and chattel paper arising out of such Equipment and all proceeds relating to the Equipment.

4.	A security interest granted by Hitachi Global Storage Technologies, Inc.as lessee to Hewlett- Packard Financial Services Company as lessor in all of Hitachi Global Storage Technologies, Inc.’s equipment and software leased to or financed for Hitachi Global Storage Technologies, Inc. by Hewlett- Packard Financial Services Company and products and proceeds thereof.

5.	A security interest granted by Western Digital Corporation to Avidex Industries, LLC in all of Western Digital Corporation’s equipment located in 1710 Automation Parkway, San Jose, California 95131.

6.	A security interest granted by Western Digital Corporation to Avidex Industries, LLC in all of Western Digital Corporation’s equipment located in 1250 Reliance Way, Fremont, California 94539.

7.	Liens in connection with that certain Guarantee made by Western Digital Corporation in favor of The Bank Of Nova Scotia in connection with the indebtedness and liability of Western Digital (Fremont) LLC arising under a master lease agreement for precious metals.

8.	Liens in connection with that certain Guarantee made by Western Digital Corporation in favor of The Bank Of Nova Scotia in connection with the indebtedness and liability of HGST, Inc., arising under a master lease agreement for precious metals.

9.	Liens in connection with that certain Amended and Restated Uncommitted Receivables Purchase Agreement dated as of March 25, 2016 among Western Digital Technologies, Inc. and HGST, Inc., each as a Seller, Western Digital Corporation, as Parent, and Bank of West, as Purchaser.

10.	Liens in connection with that certain Amended and Restated Receivables Purchase Agreement dated as of April 27, 2011 and amended and restated as of September 21, 2012, as amended as of June 16, 2014 and as further amended as of June 29, 2015, among Western Digital Technologies, Inc. and HGST, Inc., each as a Seller, the other sellers from time to time party thereto and Citibank, N.A., as Buyer.

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11.	Liens in connection with that certain Supplier Agreement dated as of September 3, 2013 by and between Western Digital Technologies, Inc., and Citibank, N.A..

12.	Liens in connection with that certain Supplier Agreement dated as of November 18, 2011 by and between Western Digital Technologies, Inc. and Citibank, N.A..

13.	A security interest granted by Fusion-io, LLC to Henriksen Butler Design Group., in Fusion-io, LLC’s furniture and fabric manufactured by Paul Brayton Designs and Herman Miller Inc. together with all proceeds and support obligation up to the amount of $109,750.00.

14.	A security interest granted by Fusion-io, LLC to U.S. Bank Equipment Finance (a division of U.S. Bank National Association), in one of Fusion-io, LLC’s copier together with replacements, parts, repairs, etc.

15.	A security interest granted by Virident Systems, Inc. to Webbank, in all of Virident Systems, Inc.’s computer equipment, peripherals and other equipment, financed to Virident Systems, Inc. by Webbank.

16.	A guaranty by Western Digital Technologies, Inc. to the State of the Netherlands for the payment of value-added-tax in the Netherlands is secured by cash in a deposit account at Bank of America, N.A. of 500,000 euros or roughly USD $564,250.

1.	Liens in connection with that certain Receivable Purchase Agreement dated as of February 25, 2015 entered into by SanDisk Corporation and certain of its Subsidiaries with Standard Chartered Bank.

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1.	The information set forth on Schedule 5.10 is incorporated herein by reference.

2.	Western Digital Capital, LLC has made investments in certain early stage companies in the data storage industry in an amount of $75,000,000.

3.	Western Digital Capital Global, Ltd. has made investments in certain early stage companies in the data storage industry in an amount of $25,430,000 and Western Digital Capital Global, Ltd. has commitments to make further investments in early stage companies in the data storage industry in an amount of $5,070,000.

4.	Joint Venture Contract regarding Unis-WDC Storage Co. Ltd. among Unisplendour Corporation Limited and Unissoft (Wuxi) Group Co., Ltd. and Western Digital Corporation dated as of November 9, 2015.

5.	Each of Western Digital Technologies, Inc. and SanDisk Corporation has a 25% interest in Secure Content Storage Association, LLC.

1.	SanDisk Corporation has investments (including loans) in or to third parties (excluding Flash Ventures (as defined below)) totalling $57.5 million. In addition, it has committed to invest in venture funds totalling $11.25 million, and holds a 33.3% interest in SD-3C LLC.

2.

SanDisk Corporation has three business ventures with Toshiba Corporation (“Toshiba”) in three separate legal entities: Flash Partners Ltd. (“FPL”), Flash Alliance Ltd. (“FAL”) and Flash Forward Ltd. (“FFL,” and together with FPL and FAL, “Flash Ventures”). SanDisk (Cayman) Ltd., SanDisk (Ireland) Ltd. and SanDisk Flash B.V. have a 49.9% ownership interest in FPL, FAL and FFL, respectively, and Toshiba owns 50.1% of each of these entities.

3.	Note Agreement, dated as of June 8, 2006, as amended by Amendment #1 to Note Agreement, dated December 31, 2011, and Amendment #2 to Note Agreement, dated December 30, 2013, by and among Flash Partners, Ltd., Toshiba Corporation and SanDisk Corporation in the amount of ¥2.9 billion (approximately $25,517,000).

4.	Note Agreement, dated as of June 26, 2008, as amended by Amendment #1 to Note Agreement, dated December 31, 2013, by and among Flash Alliance, Ltd., Toshiba Corporation and SanDisk Corporation in the amount of ¥25.4 billion (approximately $223,493,000).

5.

Flash Forward Amended and Restated Note Agreement, dated as of February 17, 2012, as amended by Amendment #1 to Flash Forward Amended and Restated Note Agreement, dated November 27, 2013, Amendment #2 to Flash Forward Amended and Restated Note Agreement, dated May 22, 2014 and Amendment #3 to Flash Forward Amended and Restated Note Agreement effective October 28, 2014, by and among Flash Forward, Ltd., Toshiba Corporation and SanDisk Corporation in the amount. of ¥19.75 billion (approximately $173,779,000).

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1.

Not later than five (5) days after the Escrow Release Date, Western Digital International Ltd. shall deliver an executed irrevocable letter of instruction to its registered office provider and Western Digital Technologies, Inc. shall deliver a copy of such letter signed by the registered office provider to Mortgagee (as defined in the Cayman Share Mortgage) pursuant to Section 4.2(g) of the Cayman Share Mortgage.

2.	Not later than thirty (30) days after the Escrow Release Date (or fifteen (15) days for copyrights), the Borrower shall deliver or cause to be delivered to the Collateral Agent the supplement to Schedule 6 to the Perfection Certificate described in Section 4(iv) of the Security Agreement, together with any executed supplemental Intellectual Property Security Agreement(s).

3.	Not later than sixty (60) days after the Escrow Release Date:

a.	Each of the Target Company and its Restricted Subsidiaries (other than any Restricted Subsidiary in the process of liquidation) shall deliver to the Collateral Agent a signature page to the Global Intercompany Note;

b.

The Borrower shall deliver or shall cause to be delivered to the Collateral Agent evidence that all insurance disclosed on Schedule 8 to the Perfection Certificate, to the extent required by the Security Agreement, has been endorsed or otherwise amended to include a loss payable or mortgagee endorsement, as applicable, to the Collateral Agent and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Collateral Agent; and

c.

The Borrower shall deliver or cause to be delivered to the Collateral Agent the certificates representing the shares of Equity Interests that do not constitute Excluded Equity Interests and that are required to be pledged by any Grantor pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of such Grantor, in each case, only to the extent such certificates are issued by Western Digital Japan Ltd, Western Digital (S.E. Asia) Pte. Ltd. or Western Digital Do Brasil Comércio E Distribuição De Produtos De Informática Ltd.

4.	Not later than ninety (90) days after the Escrow Release Date, the Borrower shall cause to be delivered to the Collateral Agent:

a.

Mortgages. a Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Grantor that is the owner of such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as

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b.

Title Insurance Policies. with respect to each Mortgage, a title insurance policy (or marked up lender’s title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount of the fair market value (as determined by the Borrower in good faith) of such Mortgaged Property and fixtures, which policy (or such marked up commitment) (each, a “Title Policy”) shall (A) be issued by a nationally recognized title insurance company (the “Title Company”), (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) have been supplemented by such endorsements as shall be reasonably requested by the Administrative Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning (it being agreed that Administrative Agent shall accept zoning reports in lieu of zoning endorsements in any jurisdiction where the cost of such endorsements exceeds $1,000 per property), contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), such Title Policy shall not include a general mechanic’s lien exception, and (D) contain no exceptions to title other than Permitted Liens;

c.

Surveys. ALTA/ACSM surveys with respect to each such Mortgaged Property; provided, however, that an ALTA/ACSM survey shall not be required to the extent that (x) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Collateral Agent and the Title Company and (y) the Title Company removes the standard survey exception and provides reasonable and customary survey related endorsements and other coverages in the applicable title insurance policy;

d.	Flood Determinations. a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower);

e.	Affidavits and Other Information. such customary affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above;

f.	Payment of Title Fees and Premiums. evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policy/ies contemplated above; and

g.	Opinions. favorable written opinions, addressed to the Collateral Agent and the Secured Parties, of local counsel to the Grantors in each jurisdiction (i) where a Mortgaged Property

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(i)	the accompanying Quarterly Report on Form 10-Q of the Company for the period ended April 1, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

(i)	the accompanying Quarterly Report on Form 10-Q of the Company for the period ended April 1, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.