exv10w33



 





Exhibit 10.33




FIRST AMENDMENT



TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of November 5, 2007
and is entered into by and among WESTERN DIGITAL TECHNOLOGIES, INC., a Delaware corporation (the
“Borrower”), the financial institutions listed on the signature pages hereof (the “Lenders”), and
GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as administrative agent (the “Administrative Agent”)
for the Lenders, and is made with reference to that certain CREDIT AGREEMENT dated as of August 30,
2007 (as amended through the date hereof, the “Credit Agreement”) by and among Borrower, the
Lenders, Citigroup Global Markets, Inc. and JPMorgan Chase Bank, N.A., as co-syndication agents,
and Administrative Agent. Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.



RECITALS




     WHEREAS, Borrower has requested that the Required Lenders agree to amend certain provisions of
the Credit Agreement as provided for herein; and



     WHEREAS, subject to certain conditions, the Required Lenders are willing to agree to such
amendment relating to the Credit Agreement.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



SECTION I. AMENDMENTS TO CREDIT AGREEMENT




1.1 Amendments to Section 1: Definitions.




     The definition of “Commitment Termination Date” is hereby amended by deleting clause (i)
thereof in its entirety and renumbering the remaining clauses (ii), (iii) and (iv) as clauses (i),
(ii) and (iii), respectively.



SECTION II. CONDITIONS TO EFFECTIVENESS




     This Amendment shall become effective as of the date hereof only upon the satisfaction of all
of the following conditions precedent (the date of satisfaction of such conditions being referred
to herein as the “First Amendment Effective Date”):



     A. Execution. Administrative Agent shall have received this Amendment, executed and delivered
by a duly authorized signatory of each of Borrower, Administrative Agent and the Requisite Lenders.



     B. Expenses. Administrative Agent shall have received all amounts due and payable on or prior
to the First Amendment Effective Date, including, to the extent invoiced,













 







reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid
by Borrower hereunder or any other Loan Document.



     C. Necessary Consents. The Borrower shall have obtained all material consents necessary or
advisable in connection with the transactions contemplated by this Amendment.



SECTION III. REPRESENTATIONS AND WARRANTIES




     In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in
the manner provided herein, the Borrower represents and warrants to each Lender that the following
statements are true and correct in all material respects:



     A. Corporate Power and Authority. The Borrower has all requisite power and authority to enter
into this Amendment and to carry out the transactions contemplated by, and perform its obligations
under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”) and the other
Loan Documents.



     B. Authorization of Agreements. The execution and delivery of this Amendment and the
performance of the Amended Agreement and the other Loan Documents have been duly authorized by all
necessary action on the part of the Borrower.



     C. No Conflict. The execution and delivery by the Borrower of this Amendment and the
performance by the Borrower of the Amended Agreement and the other Loan Documents do not and will
not (i) violate (A) any provision of any law, statute, rule or regulation, or of the certificate or
articles of incorporation or partnership agreement, other constitutive documents or by-laws of
Borrower or any of its Subsidiaries or (B) any applicable order of any court or any rule,
regulation or order of any governmental authority, (ii) conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under any contractual
obligation of the Borrower, where any such conflict, violation, breach or default referred to in
clause (i) or (ii) of this Section IV.C., individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect, (iii) except as permitted under the Amended Agreement,
result in or require the creation or imposition of any Lien upon any of the properties or assets of
the Borrower, or (iv) require any approval of stockholders or partners or any approval or consent
of any Person under any contractual obligation of the Borrower, except for such approvals or
consents which will be obtained on or before the First Amendment Effective Date and except for any
such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.



     D. Governmental Consents. No action, consent or approval of, registration or filing with or
any other action by any governmental authority is or will be required in connection with the
execution and delivery by the Borrower of this Amendment and the performance by Borrower of the
Amended Agreement and the other Loan Documents, except for such actions, consents and approvals the
failure to obtain or make could not reasonably be expected to result in a Material Adverse Effect
or which have been obtained and are in full force and effect.



     E. Binding Obligation. This Amendment and the Amended Agreement have been duly executed and
delivered by the Borrower and each constitutes a legal, valid and binding obligation of the
Borrower to the extent a party thereto, enforceable against the Borrower in



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accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors’ rights generally and except
as enforceability may be limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).



     F. Absence of Default. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would constitute an Event of
Default or a Default.



SECTION IV. ACKNOWLEDGMENT AND CONSENT




     Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit
Agreement and this Amendment and consents to the amendment of the Credit Agreement effected
pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document to which it is
a party or otherwise bound will continue to guarantee, to the fullest extent possible in accordance
with the Loan Documents, the payment and performance of all Obligations under each the Credit
Agreement.



     Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party
or otherwise bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment.



     Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any
other Loan Document shall be deemed to require the consent of such Guarantor to any future
amendments to the Credit Agreement.



SECTION V. MISCELLANEOUS




     A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.




     (i) On and after the First Amendment Effective Date, each reference in the
Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of
like import referring to the Credit Agreement, and each reference in the other Loan
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement as amended by this Amendment.




     (ii) Except as specifically amended by this Amendment, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.




     (iii) The execution, delivery and performance of this Amendment shall not
constitute a waiver of any provision of, or operate as a waiver of any right,



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power or remedy of the Administrative Agent, the Syndication Agents or any
Lender under, the Credit Agreement or any of the other Loan Documents.



     B. Headings. Section and Subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



     C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



     D. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to the same document.



[Remainder of this page intentionally left blank.]





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first written above.




	 	 	 	 	 
	 	 	WESTERN DIGITAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Raymond M. Bukaty
	 

	 	 	 	 
	 

	 	Name:
	 	Raymond M. Bukaty
	 

	 	Title:
	 	Senior Vice President, Administration,
	 

	 	 	 	General Counsel and Secretary






 









 






	 	 	 	 	 
	 	 	Guarantors:
	 
	 	 	 	 
	 	 	WESTERN DIGITAL CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Raymond M. Bukaty
	 

	 	 	 	 
	 

	 	Name:
	 	Raymond M. Bukaty
	 

	 	Title:
	 	Senior Vice President, Administration,
	 

	 	 	 	General Counsel and Secretary
	 
	 	 	 	 
	 	 	WD MEDIA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Raymond M. Bukaty
	 

	 	 	 	 
	 

	 	Name:
	 	Raymond M. Bukaty
	 

	 	Title:
	 	Secretary






 









 






	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P., 

as Administrative Agent

 	 
	 	By:  	/s/ Bruce Mendelsohn
 	 
	 	 	Bruce Mendelsohn, 	 
	 	 	Authorized Signatory 	 
	 



 









 






	 	 	 	 	 
	 	Lenders





GOLDMAN SACHS CREDIT PARTNERS L.P.

 	 
	 	By:  	/s/ Bruce Mendelsohn
 	 
	 	 	Bruce Mendelsohn, 	 
	 	 	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	CITICORP NORTH AMERICA, INC.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Deborah Ironson
	 

	 	 	 	 
	 

	 	Name:
	 	Deborah Ironson
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By
	 	/s/ David F. Gibbs
	 

	 	 	 	 
	 

	 	Name:
	 	David F. Gibbs
	 

	 	Title:
	 	Managing Director