AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW OR IN EQUITY. THE
UNENFORCEABILITY OR INVALIDITY OF ANY PROVISION OF THIS GUARANTY SHALL NOT
AFFECT THE ENFORCEABILITY OR VALIDITY OF ANY OTHER PROVISION HEREIN. UNLESS
OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT AND EACH GUARANTOR IN WRITING, THIS
GUARANTY IS NOT INTENDED TO SUPERSEDE OR OTHERWISE AFFECT ANY OTHER GUARANTY NOW
OR HEREAFTER GIVEN BY ANY GUARANTOR OR ANY OTHER GUARANTOR FOR THE BENEFIT OF
THE GUARANTEED PARTIES OR ANY TERM OR PROVISION THEREOF.
ARTICLE XXXIII.22. ACKNOWLEDGMENTS. EACH GUARANTOR HEREBY ACKNOWLEDGES THAT
(A) IT HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND DELIVERY OF
THIS GUARANTY AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY AND (B) IT HAS
RECEIVED A COPY OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND HAS
REVIEWED AND UNDERSTANDS THE SAME.
ARTICLE XXXIV.23. USA PATRIOT ACT. EACH LENDER THAT IS SUBJECT TO THE PATRIOT
ACT AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF OF ANY LENDER)
HEREBY NOTIFIES THE GUARANTORS THAT PURSUANT TO THE REQUIREMENTS OF THE PATRIOT
ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES
EACH GUARANTOR, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF EACH
GUARANTOR AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE
ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY EACH GUARANTOR IN ACCORDANCE
WITH THE PATRIOT ACT. EACH GUARANTOR SHALL, PROMPTLY FOLLOWING A REQUEST BY THE
ADMINISTRATIVE AGENT OR ANY LENDER, PROVIDE ALL DOCUMENTATION AND OTHER
INFORMATION THAT THE ADMINISTRATIVE AGENT OR SUCH LENDER REQUESTS IN ORDER TO
COMPLY WITH ITS ONGOING OBLIGATIONS UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND
ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE PATRIOT ACT.
[Signature Pages Follow]
9
IN WITNESS WHEREOF, each of the parties hereto has caused this Guaranty to be
duly executed as of the date first above written.
GUARANTORS:
WD MEDIA, LLC
By:
Name:
Title:
Western Digital
Subsidiary Guaranty
Signature Pages
Acknowledged and accepted:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
Name:
Title:
Western Digital
Subsidiary Guaranty
Signature Pages
EXHIBIT A
FORM OF JOINDER AGREEMENT
This JOINDER AGREEMENT, (as amended, restated, supplemented or otherwise
modified from time to time, this "Agreement"), dated as of
,
20
, is made between
, a
(the "New
Subsidiary"), and BANK OF AMERICA, N.A., as Administrative Agent, under that
certain Credit Agreement, dated as of March 8, 2012 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Western Digital Technologies, Inc., a Delaware corporation, and Western
Digital Ireland, Ltd., an exempted company incorporated under the laws of the
Cayman Islands, as Borrowers, Western Digital Corporation, a Delaware
corporation, as Holdings, the Lenders, the Administrative Agent, the Swing Line
Lender and the L/C Issuer. All capitalized terms used and not defined herein
shall have the meanings given thereto in the Credit Agreement or the applicable
Loan Document referred to herein.
The Borrowers are required by Section 6.11 of the Credit Agreement to cause the
New Subsidiary to