EX-10.5



 EXHIBIT 10.5 
 March 2, 2012 
 Western Digital Corporation 

Western Digital Technologies, Inc. 
 Western
Digital Ireland, Ltd. 
 3355 Michelson Drive 
 Irvine, California 92612 
 Attention: Mr. Wolfgang Nickl, Senior Vice President and Chief
Financial Officer 
 First Amendment to Commitment Letter Dated as of March 7, 2011 

Ladies and Gentlemen: 
 Reference is made to
that certain commitment letter dated as of March 7, 2011 (together with the Summary of Terms attached thereto, as amended hereby and as otherwise amended, restated, supplemented or otherwise modified from time to time, the
“Commitment Letter”), among each of you, Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) regarding the
arrangement, underwriting and syndication of the Senior Credit Facilities (as defined in the Commitment Letter). 
 Unless otherwise defined
herein, capitalized terms shall have the same meanings as specified therefor in the Commitment Letter. 
 You have requested that we amend the
Commitment Letter (including the Summary of Terms attached thereto) in order to extend the expiration date of our undertakings and commitments pursuant thereto, among other things. Subject to the terms and conditions set forth herein and the
effectiveness of this amendment letter (this “Commitment Letter Amendment”) in accordance with its terms, the parties hereto agree as follows: 
 I. Amendments to Commitment Letter 
 1. The second sentence of the last
paragraph of the Commitment Letter shall be amended by replacing clause (a) thereof with the following: 
 “(a)
May 7, 2012, unless definitive documentation for the Senior Credit Facilities is executed and delivered prior to such date,” 
 2. The “CLOSING DATE” section of the Summary of Terms attached as Exhibit A to the Commitment Letter shall be amended in its entirety by
replacing such section with the following: 
  

	 	“CLOSING	DATE: The execution of definitive loan documentation to occur on or before May 7, 2012 (the “Closing
Date”).” 








 II. Miscellaneous 
 Except as specifically amended hereby, the Commitment Letter is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its terms. For the avoidance of
doubt, the confidentiality provisions of the Commitment Letter shall apply to this Commitment Letter Amendment as if it were part of the Commitment Letter, it being understood that you may disclose this Commitment Letter Amendment (but not the Fee
Letter Second Amendment (defined below)) in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. All references to the “Commitment Letter” in the Commitment Letter, the Fee
Letter or any related documents shall be deemed to refer to the Commitment Letter after giving effect to this Commitment Letter Amendment. 

This Commitment Letter Amendment shall be effective upon the receipt by Bank of America and MLPFS of a duly executed counterpart to (a) this
Commitment Letter Amendment from each of the parties hereto and (b) the second amendment to the Fee Letter dated as of the date hereof (the “Fee Letter Second Amendment”) from each of the parties thereto. This Commitment
Letter Amendment may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter Amendment by telecopier, facsimile or other electronic transmission (i.e., a
“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. 

  

					
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 If the foregoing is in accordance with your understanding, please sign and return this Commitment Letter
Amendment to us. 
  

			
	Very truly yours,
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Sugeet Manchanda Madan

		 	Name: Sugeet Manchanda Madan
		 	Title: Director
	
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
		
	By:	 	 /s/ Andrew M. Hensley

		 	Name: Andrew M. Hensley
		 	Title: Director


  

			
	ACCEPTED AND AGREED TO
	AS OF THE DATE FIRST ABOVE WRITTEN:
	
	WESTERN DIGITAL CORPORATION
		
	By:	 	 /s/ Wolfgang Nickl

		 	Name: Wolfgang Nickl
		 	Title: Senior Vice President
		 	and Chief Financial Officer
	
	WESTERN DIGITAL TECHNOLOGIES, INC.
		
	By:	 	 /s/ Wolfgang Nickl

		 	Name: Wolfgang Nickl
		 	Title: Senior Vice President
		 	and Chief Financial Officer
	
	WESTERN DIGITAL IRELAND, LTD.
		
	By:	 	 /s/ Wolfgang Nickl

		 	Name: Wolfgang Nickl
		 	Title: Director and
		 	Chief Financial Officer

 Western Digital Corporation 
 First Amendment to Commitment Letter 
 Signature Page