EX-4.2



 Exhibit 4.2 

FIRST SUPPLEMENTAL INDENTURE 

This First Supplemental Indenture (this “Supplemental Indenture”), dated as of May 12, 2016, is entered into by and among
Western Digital Corporation, a Delaware corporation (“Western Digital”), SanDisk Corporation, a Delaware corporation (“SanDisk”), and The Bank of New York Mellon Trust Company, N.A., a national banking association,
as trustee hereunder (the “Trustee”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Indenture referred to below. 

WITNESSETH 
 WHEREAS, SanDisk has
heretofore executed and delivered to the Trustee an indenture, dated as of August 25, 2010 (the “Indenture”), providing for the issuance of the 1.5% Convertible Senior Notes Due 2017 (the “Notes”); 

WHEREAS, this Supplemental Indenture is being entered into without the consent of Holders pursuant to Sections 9.01 and 13.06 of the
Indenture; 
 WHEREAS, SanDisk entered into the Agreement and Plan of Merger, dated as of October 21, 2015 (the “Merger
Agreement”), by and among SanDisk, Western Digital, Western Digital Technologies Inc. (pursuant to that certain accession agreement dated as of March 25, 2016), a wholly-owned subsidiary of Western Digital (“WDT”) and
Schrader Acquisition Corporation, a wholly owned subsidiary of WDT (“Merger Sub”), pursuant to which, among other things, concurrently with the execution of this Supplemental Indenture, Merger Sub is being merged with and into
SanDisk, with SanDisk being the surviving corporation in such Merger (the “Merger”); 
 WHEREAS, pursuant to the Merger
Agreement and subject to the terms and conditions therein, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of SanDisk (“SanDisk Stock”) issued and outstanding immediately prior to the
effective time of the Merger is being converted into the right to receive 0.2387 shares of Western Digital common stock, par value $0.01 per share (the “Common Stock”) and $67.50 (such stock and cash amount, “Reference
Property”); 
 WHEREAS, pursuant to Section 9.05 of the Indenture, the Trustee has received an Officers’ Certificate stating
that this Supplemental Indenture complies with the requirements of Article 9 of the Indenture; 
 WHEREAS, pursuant to Section 9.05 of the
Indenture, the Trustee has received an Opinion of Counsel stating that this Supplemental Indenture complies with the requirements of Article 9 of the Indenture; 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee has received a resolution of the Board of Directors of SanDisk authorizing
entry into this Supplemental Indenture; 







 WHEREAS, all acts and requirements necessary to make this Supplemental Indenture a legal, valid
and binding obligation of Western Digital and SanDisk have been done. 
 NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, SanDisk, Western Digital and the Trustee hereby agree as follows: 

1.1. Correction of a Defect.   The phrase “Section 9.01(a)” in Section 13.06 of the Indenture is deleted and
replaced with the phrase “Section 9.01”. 
 1.2 Agreement of Parties. (a) With respect to the Notes, in accordance with
Section 13.06 of the Indenture, at and after the effective time of the Merger, the right to convert each $1,000 principal amount of Notes shall be changed to a right to convert such principal amount of Notes into the amount of Reference Property
that a holder of a number of shares of SanDisk Stock equal to the Conversion Rate (as defined in the Indenture) immediately prior to the Merger would have owned or been entitled to receive upon the consummation of the Merger. The provisions of the
Indenture, as modified herein, including without limitation, (i) all references and provisions respecting the terms “Common Stock,” “Conversion Price,” “Conversion Obligation” and
“Conversion Rate” and (ii) the provisions of Section 13.01 of the Indenture respecting when a Holder of Notes may surrender its Notes for conversion, shall continue to apply, mutatis mutandis, to the Holders’ right to
convert each Note into the Reference Property. Western Digital hereby agrees to furnish Reference Property, if any, deliverable upon conversion of the Notes and be bound by the conversion provisions of Article 13 of the Indenture. As and to the
extent required by Article 13 of the Indenture, the Conversion Rate shall be adjusted as a result of events occurring subsequent to the date hereof with respect to the Reference Property as nearly equivalent as possible to the adjustments provided
for in Article 13 of the Indenture. 
 1.3. Assumption; Joint and Several Liability. Western Digital, as co-obligor, hereby
expressly assumes, jointly and severally with SanDisk, liability for (a) the due and punctual payment of the principal of (and premium, if any, on) and interest, if any (including Additional Interest, if any), on all of the Notes issued under
the Indenture, (b) the due and punctual delivery of cash and, if applicable, Common Stock upon conversion of the Notes upon the exercise by a Holder of the conversion privilege pursuant to Article 13 of the Indenture and (c) the due and
punctual performance and observance of all of the obligations, covenants and conditions of the Indenture to be performed by SanDisk for the benefit of the Holders and the Trustee, including without limitation with respect to the right of Holders to
require SanDisk to purchase their Notes upon a Designated Event pursuant to Article 14 of the Indenture. The term “Company” in the Indenture shall be deemed to refer to each of Western Digital and SanDisk. 

1.4. Obligations of SanDisk. Notwithstanding the agreement of Western Digital to become jointly and severally liable for the due
and punctual payment of the principal of (and premium, if any, on) and interest, if any (including Additional Interest, if any), on all the Notes issued under and subject to the Indenture and for the delivery of cash and, if applicable, Common Stock
upon conversion of the Notes pursuant to Article 13 of the Indenture, SanDisk remains the issuer of the Notes and fully liable for all of its obligations under the Indenture and has not been released from any liabilities or obligations thereunder
except for the issuance of the SanDisk Stock upon conversion of the Notes pursuant to Article 13 of the Indenture. 







 1.5. Temporary Adjustment to Conversion Rate. As a result of the Merger, which constitutes
a Fundamental Change, the Conversion Rate for Notes surrendered for conversion from, and including, March 8, 2016 to, and including, June 9, 2016 shall be increased by 1.0702 additional units of Reference Property, as determined by SanDisk by
reference to the table attached as Schedule A to the Indenture. 
 2. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions of the Indenture shall remain in full force and effect. 
 3. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF SANDISK, WESTERN DIGITAL AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 4.
Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent the same agreement. 

5. Effect of Headings. The Section headings herein are for convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof. 
 6. Trustee. The Trustee accepts the amendment of the
Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. Without limiting
the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by SanDisk and Western
Digital or for or with respect to (i) the validity, efficacy, or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by SanDisk or Western Digital, as applicable, by corporate
action or otherwise, or (iii) the due execution hereof by SanDisk or Western Digital, as applicable, and the Trustee makes no representation with respect to any such matters. 

[Signature Pages Follow] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written. 
  

							
		 	SANDISK CORPORATION
				
		 	By:      	 	 /s/ Michael C. Ray
	 	
		 		 	Name: Michael C. Ray	 	
		 		 	Title: President and Secretary	 	
		
		 	WESTERN DIGITAL CORPORATION
			
		 	By:	 	 /s/ Olivier C. Leonetti

		 		 	Name: Olivier C. Leonetti
		 		 	 Title: Executive Vice President and

          Chief Financial Officer

		
		 	 THE BANK OF NEW YORK MELLON, TRUST COMPANY, N.A
				
		 	By:	 	 /s/Teresa Petta
	 	
		 		 	Name: Teresa Petta	 	
		 		 	Title: Vice President	 	

  
  

  
 [Signature Page –
First Supplemental Indenture to 2017 Indenture]