WESTERN DIGITAL CORPORATION, as the Company, WESTERN DIGITAL TECHNOLOGIES, INC., as Guarantor, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 3, 2023 3.00% Convertible Senior Notes due 2028Indenture • November 3rd, 2023 • Western Digital Corp • Computer storage devices • New York
INDENTURE dated as of November 3, 2023 among WESTERN DIGITAL CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), Western Digital Technologies, Inc., as Guarantor, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Western Digital Corporation (“Counterparty”) as of the Trade Date specified...Western Digital Corp • November 3rd, 2023 • Computer storage devices
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated October 31, 2023 (the “Offering Memorandum”) relating to the 3.00% Convertible Senior Notes due 2028 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 1,400,000,000 (as increased by [up to]2 an aggregate principal amount of USD 200,000,000 [if and to the extent that]3[pursuant to the exercise by]4 the Initial Purchasers (as defined below) [exercise]5[of]6 their option
