0001193125-16-540570 Sample Contracts

WESTERN DIGITAL CORPORATION, as Issuer, the GUARANTORS party hereto, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 13, 2016 10.500% Senior Unsecured Notes due 2024
Indenture • April 14th, 2016 • Western Digital Corp • Computer storage devices • New York

INDENTURE dated as of April 13, 2016, between WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).

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ESCROW AGREEMENT
Escrow Agreement • April 14th, 2016 • Western Digital Corp • Computer storage devices • New York

This Agreement is being entered into in connection with (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 21, 2015, by and among the Company, Schrader Acquisition Corporation (“Merger Sub”), a Delaware corporation and direct wholly owned subsidiary of Western Digital Technologies, Inc. (“WDT”), which is a wholly owned subsidiary of the Company, and SanDisk Corporation, a Delaware corporation (“SanDisk”), (ii) the Purchase Agreement (the “Purchase Agreement”), dated March 30, 2016, among the Company, the subsidiary guarantors named therein (the “WD Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as the representatives (the “Representatives”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), and (iii) the Secured Notes Indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Secured Notes Indenture”), by and between the Company, th

REGISTRATION RIGHTS AGREEMENT by and among Western Digital Corporation, HGST, Inc., WD Media, LLC, Western Digital (Fremont), LLC, Western Digital Technologies, Inc., the other Guarantors from time to time party thereto and Merrill Lynch, Pierce,...
Registration Rights Agreement • April 14th, 2016 • Western Digital Corp • Computer storage devices • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 13, 2016, by and among Western Digital Corporation, a Delaware corporation (the “Company”), HGST, Inc., a Delaware corporation, WD Media, LLC, a Delaware limited liability company, Western Digital (Fremont), LLC, a Delaware limited liability company, and Western Digital Technologies, Inc., a Delaware corporation (collectively, the “Guarantors”), on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the initial purchasers named in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”) on the other hand, each of whom has agreed to purchase the Company’s 10.500% Senior Unsecured Notes due 2024 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees atta

WESTERN DIGITAL CORPORATION, as Issuer, the GUARANTORS party hereto, U.S. BANK NATIONAL ASSOCIATION, as Trustee and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent INDENTURE Dated as of April 13, 2016 7.375% Senior Secured Notes due 2023
Security Agreement • April 14th, 2016 • Western Digital Corp • Computer storage devices • New York

INDENTURE dated as of April 13, 2016, between WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

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