Exhibit 10.32.4
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
("Amendment") is entered into as of June 30, 2006, by and among WESTERN DIGITAL
TECHNOLOGIES, INC., a Delaware corporation ("Borrower"), WESTERN DIGITAL
(FREMONT), INC., a Delaware corporation ("WD Fremont"), the other credit parties
and guarantors party hereto (each individually a "Credit Party" and
collectively, the "Credit Parties"), the lenders signatory hereto (each
individually a "Lender" and collectively the "Lenders"), GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, as administrative agent for Lenders
(in such capacity, "Agent"), and BANK OF AMERICA, N.A., as documentation agent
for Lenders ("Documentation Agent"; Agent and Documentation Agent are
collectively referred to as "Co-Agents" and each, a "Co-Agent").
RECITALS
A. Borrower, WD Fremont, the other Credit Parties party thereto, Lenders,
and Co-Agents have entered into the Amended and Restated Credit Agreement dated
as of September 19, 2003, as amended by the First Amendment to Amended and
Restated Credit Agreement dated as of September 8, 2004, the Second Amendment to
Amended and Restated Credit Agreement dated as of April 22, 2005, and the Third
Amendment to Amended and Restated Credit Agreement dated as of September 30,
2005 (collectively, "Credit Agreement"), pursuant to which Co-Agents and Lenders
are providing financial accommodations to or for the benefit of Borrower upon
the terms and conditions contained therein. Unless otherwise defined herein,
capitalized terms or matters of construction defined or established in Annex A
to the Credit Agreement shall be applied herein as defined or established
therein.
B. Borrower has requested that Agent and Lenders amend the Credit
Agreement, and Agent and Lenders are willing to do so subject to the terms and
conditions of this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the continued performance by
Borrower and each other Credit Party of their respective promises and
obligations under the Credit Agreement and the other Loan Documents, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower, the other Credit Parties signatory hereto,
Lenders, and Co-Agents hereby agree as follows:
1. Ratification and Incorporation of Credit Agreement. Except as
expressly modified under this Amendment, (a) each Credit Party hereby
acknowledges, confirms, and ratifies all of the terms and conditions set forth
in, and all of its obligations under, the Credit Agreement and the other Loan
Documents, and (b) all of the terms and conditions set forth in the Credit
Agreement are incorporated herein by this reference as if set forth in full
herein.
2. Amendment to Credit Agreement.
(a) The table in paragraph (a) of ANNEX G to the Credit Agreement
is hereby deleted in its entirety and the following is substituted in lieu
therefor:
Fiscal Year Ending On Maximum Capital Expenditures
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June 30, 2006 $350,000,000
June 29, 2007 $400,000,000
June 27, 2008 $450,000,000
June 26, 2009 and each Fiscal Year thereafter $500,000,000
3. Conditions to Effectiveness. The effectiveness of this Amendment is
subject to satisfaction of each of the following conditions:
(a) receipt by Agent of this Amendment duly executed by
Borrower, WD Fremont, WD UK, WD IS, Agent and Lenders; and
(b) the absence of any Defaults or Events of Default as of
the date hereof.
4. Entire Agreement. This Amendment, together with the Credit
Agreement and the other Loan Documents, is the entire agreement between the
parties hereto with respect to the subject matter hereof. This Amendment
supersedes all prior and contemporaneous oral and written agreements and
discussions with respect to the subject matter hereof.
5. Representations and Warranties. Borrower and each other Credit
Party hereby represents and warrants that the representations and warranties
contained in the Credit Agreement were true and correct in all material respects
when made and, except to the extent that (a) a particular representation or
warranty by its terms expressly applies only to an earlier date or (b) Borrower
or any other Credit Party, as applicable, has previously advised Agent in
writing as contemplated under the Credit Agreement, are true and correct in all
material respects as of the date hereof.
6. Reaffirmation by Guarantors. Each Guarantor, by its execution of
this Amendment, consents to the terms hereof and ratifies and reaffirms all of
the provisions of the Guaranties.
7. Miscellaneous.
(a) This Amendment may be executed in identical counterpart
copies, each of which shall be an original, but all of which shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart thereof.
(b) Section headings used herein are for convenience of reference
only, are not part of this Amendment, and are not to be taken into consideration
in interpreting this Amendment.
(c) The recitals set forth at the beginning of this Amendment are
true and correct, and such recitals are incorporated into and are a part of this
Amendment.
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(d) Upon the effectiveness of this Amendment, from and after the
date hereof, each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," or words of like import shall mean and be a reference to
the Credit Agreement as amended hereby and each reference in the other Loan
Documents to the Credit Agreement, "thereunder," "thereof," or words of like
import shall mean and be a reference to the Credit Agreement as amended hereby.
(e) Except as expressly provided in Section 2 of this Amendment,
the execution, delivery, and effectiveness of this Amendment shall not (i)
limit, impair, constitute a waiver of, or otherwise affect any right, power, or
remedy of Agent or any Lender under the Credit Agreement or any other Loan
Document, (ii) constitute a waiver of any provision in the Credit Agreement or
in any of the other Loan Documents, or (iii) alter, modify, amend, or in any way
affect any of the terms, conditions, obligations, covenants, or agreements
contained in the Credit Agreement or any other Loan Document, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect.
(f) Each of Borrower and each of the other Credit Parties (i)
acknowledges and agrees that it has no actual or potential claim or cause of
action against Agent or any Lender relating to any Loan Documents or any actions
or events occurring on or before the date of this Amendment and (ii) waives and
releases any right to assert such claim or cause of action.
(g) In the event of any inconsistency between the provisions of
this Amendment and any provision of the Credit Agreement, the terms and
provisions of this Amendment shall govern and control.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Fourth Amendment to Amended and Restated
Credit Agreement has been duly executed as of the date first written above.
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent and a Lender
By: /s/ Jeff Chiu
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Jeff Chiu
Duly Authorized Signatory
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ David Knoblauch
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Name: David Knoblauch
Title: SVP
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By: /s/ James D. Danforth Jr.
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Name: James D. Danforth Jr.
Title: VP
WESTERN DIGITAL TECHNOLOGIES, INC.,
By: /s/ Steve Milligan
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Name: Steve Milligan
Title: CFO
WESTERN DIGITAL FREMONT, INC.
By: /s/ Steve Milligan
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Name: Steve Milligan
Title: CFO
WESTERN DIGITAL (U.K.), LTD.,
By: /s/ Michael Ray
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Name: Michael Ray
Title: Assistant Secretary
WESTERN DIGITAL (I.S.) LIMITED,
By: /s/ Michael Ray
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Name: Michael Ray
Title: Assistant Secretary