8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2016

SANDISK CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-26734	77-0191793
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
951 SanDisk Drive, Milpitas, California		95035
(Address of principal executive offices)		(Zip Code)

(408) 801-1000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On May 12, 2016 (the “Closing Date”), Western Digital Technologies, Inc., a wholly-owned subsidiary of Western Digital Corporation (“Western Digital”), completed its previously announced acquisition of SanDisk Corporation (“SanDisk”). Pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of October 21, 2015, among Western Digital, Schrader Acquisition Corporation (“Merger Sub”) and SanDisk (the “Merger Agreement”), Merger Sub merged with and into SanDisk, with SanDisk continuing as the surviving corporation (the “Merger”). As a result of the Merger, SanDisk became a wholly-owned indirect subsidiary of Western Digital.

The description of the Merger Agreement and the Merger in this Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to SanDisk’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 26, 2015 and incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

Supplemental Indentures to SanDisk Convertible Notes Indentures

SanDisk has outstanding approximately $996.7 million aggregate principal amount of its 1.5% Convertible Senior Notes due 2017 (the “2017 Notes”) and approximately $1.5 billion aggregate principal amount of its 0.5% Convertible Senior Notes due 2020 (the “2020 Notes” and, together with the 2017 Notes, the “Notes”). The 2017 Notes mature on August 15, 2017. The 2020 Notes mature on October 15, 2020. Interest on outstanding 2017 Notes is paid on February 15 and August 15 of each year to record holders of the 2017 Notes as of the preceding February 1 and August 1 as applicable. Interest on outstanding 2020 Notes is paid on April 15 and October 15 of each year to record holders of the 2020 Notes as of the preceding April 1 and October 1 as applicable. The Notes are not callable.

On May 12, 2016, Western Digital, SanDisk and the Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) entered into the First Supplemental Indenture (the “2017 Supplemental Indenture”) to an indenture entered into between SanDisk and the Trustee dated as of August 25, 2010 (the “2017 Indenture”) which governs the 2017 Notes and the First Supplemental Indenture (the “2020 Supplemental Indenture” and, together with the 2017 Supplemental Indenture, the “Supplemental Indentures”) to an indenture entered into between SanDisk and the Trustee dated as of October 19, 2013 which governs the 2020 Notes (the “2020 Indenture” and, together with the 2017 Indenture, the “Indentures”). Notices of entry into the Supplemental Indentures will be distributed to holders of the Notes on May 12, 2016. A copy of the notice to holders of the 2017 Notes is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. A copy of the notice to holders of the 2020 Notes is attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.

Pursuant to the Supplemental Indentures, Western Digital assumed and became jointly and severally liable, with SanDisk, for (a) the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the Notes issued under the Indentures, (b) the due and punctual delivery of cash and, if applicable, Western Digital common stock, par value $0.01 per share (“Western Digital Common Stock”) upon conversion of the Notes upon the exercise by a holder of the conversion privilege pursuant to Article 13 of the applicable Indenture and (c) the due and punctual performance and observance of all of the obligations, covenants and conditions of the Indentures to be performed by SanDisk for the benefit of the holders and the Trustee. The Supplemental Indentures were each executed without the consent of holders in compliance with Sections 9.01 and 13.06 of the applicable Indentures.

In accordance with Section 13.06 of each of the Indentures, upon the consummation of the Merger the right to convert each $1,000 principal amount of Notes was changed to a right to convert such principal amount of Notes on the basis of the amount of reference property, which is comprised of 0.2387 shares of Western Digital Common Stock and $67.50 in cash, that a holder of a number of shares of SanDisk common stock, par value $0.001 per share (“SanDisk Common Stock”) equal to the Conversion Rate (as defined in the applicable Indenture) immediately prior to the Merger would have owned or been entitled to receive upon the consummation of the Merger.

The Merger constitutes a Fundamental Change under each Indenture. As a result, the Conversion Rate for each $1,000 of principal amount of 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 in the case of the 2017 Notes and 2.8720 additional units of reference property in the case of the 2020 Notes, in each case as determined by SanDisk by reference to the table attached as Schedule A to the applicable Indenture, to a total of 20.8004 units of reference property in the case of the 2017 Notes and a total of 13.7726 units of reference property in the case of the 2020 Notes. The conversion rate for Notes surrendered for conversion after June 9, 2016 (i.e., following expiration of the increased conversion rate) will be 19.7302 units of reference property in the case of the 2017 Notes and 10.9006 units of reference property in the case of the 2020 Notes, subject to adjustment pursuant to the terms of the applicable Indenture.

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In addition, as a result of the Merger, which constitutes a Designated Event under each Indenture, each holder has, subject to certain conditions, the right to require SanDisk to purchase (the “Purchase Right”) for cash all of such holder’s Notes, or any portion of the principal amount thereof that is equal to $2,000 or an integral multiple of $1,000 in excess thereof, on June 10, 2016 (as such date may be extended, the “Designated Event Repurchase Date”) at a purchase price equal to 100% of the principal amount of such Notes or such portion of the principal amount of Notes, as applicable, plus accrued and unpaid interest, if any, thereon up to but excluding the Designated Event Repurchase Date. SanDisk will file a Schedule TO and Designated Event Company Notice And Offer To Purchase (the “Offer to Purchase”) in connection with the foregoing Purchase Right. Exercises of the Purchase Right are subject to the requirements set forth in the Offer to Purchase.

The Notes are convertible under certain circumstances as more fully described in the Indentures, including, for example, as a result of the Merger and Fundamental Change as described above. Settlement of any conversions will be on a net share basis as described in the applicable Indenture.

The above description of the 2020 Supplemental Indenture and the 2017 Supplemental Indenture does not purport to be complete and is subject, and qualified in its entirety by reference, to the complete text of the 2020 Supplemental Indenture and the 2017 Supplemental Indenture, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note of this Current Report on Form 8-K are incorporated herein by reference.

At the Closing Date, each issued and outstanding share of SanDisk Common Stock, other than shares of SanDisk Common Stock held in the treasury of SanDisk, shares of SanDisk Common Stock owned by stockholders who validly exercised appraisal rights under Delaware law and shares of SanDisk Common Stock owned by Western Digital or any subsidiary of Western Digital (including Merger Sub) (collectively, the “Excluded Stock”), was converted into the right to receive $67.50 per share in cash and 0.2387 shares of Western Digital Common Stock (the “Merger Consideration”).

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the Merger, shares of SanDisk Common Stock were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and listed on the NASDAQ Global Stock Market (“NASDAQ”) under the symbol “SNDK.” Trading on the NASDAQ in shares of SanDisk Common Stock was halted before the opening of trading on May 12, 2016 and was suspended before the opening of trading on May 13, 2016. SanDisk requested that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the shares of SanDisk Common Stock. SanDisk currently intends to file a Form 15 with the SEC to terminate the registration of shares of SanDisk Common Stock under the Exchange Act and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03. Material Modification to the Rights of Security Holders.

Upon the effective time of the Merger (the “Effective Time”), each holder of SanDisk Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of SanDisk (other than the rights of the holders of SanDisk Common Stock (other than the Excluded Stock) to receive the Merger Consideration).

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors and Certain Officers

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In connection with the Merger, on May 12, 2016, the following individuals resigned as members of SanDisk’s board of directors and all committees thereof, effective as of the Effective Time of the Merger: Irwin Federman, Steven J. Gomo, Eddy W. Hartenstein, Dr. Chenming Hu, Catherine P. Lego, Michael E. Marks, Sanjay Mehrotra and D. Scott Mercer.

In connection with the Merger, on May 12, 2016, the following individuals resigned as officers of SanDisk, effective as of the Effective Time of the Merger: Sanjay Mehrotra, Judy Bruner, Sumit Sadana, Dr. Siva Sivaram, Shuki Nir and Donald Robertson.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Merger, SanDisk amended and restated its certificate of incorporation and its bylaws. The new certificate of incorporation and the new bylaws of SanDisk are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of SanDisk Corporation.
3.2	Bylaws of SanDisk Corporation.
4.1	First Supplemental Indenture, dated as of May 12, 2016, to the Indenture, dated as of October 29, 2013, by and between SanDisk Corporation, The Bank of New York Mellon Trust Company, N.A., as Trustee and Western Digital Corporation.
4.2	First Supplemental Indenture, dated as of May 12, 2016, to the Indenture, dated as of August 25, 2010, by and between SanDisk Corporation, The Bank of New York Mellon Trust Company, N.A., as Trustee and Western Digital Corporation.
99.1	Notice of Supplemental Indenture to the 2017 Indenture.
99.2	Notice of Supplemental Indenture to the 2020 Indenture.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		SanDisk Corporation
Date: May 12, 2016	By:	/s/ Michael C. Ray
		Michael C. Ray
		President and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of SanDisk Corporation.
3.2	Bylaws of SanDisk Corporation.
4.1	First Supplemental Indenture, dated as of May 12, 2016, to the Indenture, dated as of October 29, 2013, by and between SanDisk Corporation, The Bank of New York Mellon Trust Company, N.A., as Trustee and Western Digital Corporation.
4.2	First Supplemental Indenture, dated as of May 12, 2016, to the Indenture, dated as of August 25, 2010, by and between SanDisk Corporation, The Bank of New York Mellon Trust Company, N.A., as Trustee and Western Digital Corporation.
99.1	Notice of Supplemental Indenture to the 2017 Indenture.
99.2	Notice of Supplemental Indenture to the 2020 Indenture.

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SANDISK CORPORATION, A DELAWARE CORPORATION

* * * * * * *

ARTICLE ONE

The name of the corporation (the “Corporation”) is SanDisk Corporation.

ARTICLE TWO

The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400 Street, in the City of Wilmington, County of New Castle, 19808 and the name of the registered agent whose office address will be the same as the registered office is Corporation Service Company.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”).

ARTICLE FOUR

The total number of shares of capital stock that the Corporation has authority to issue is 1,000 shares, which will be designated Common Stock, par value $0.001 per share.

ARTICLE FIVE

Unless, and except to the extent that, the Bylaws of the Corporation (the “Bylaws”) so require, the election of directors need not be by written ballot.

ARTICLE SIX

The board of directors of the Corporation (the “Board of Directors”) may from time to time adopt, amend or repeal the Bylaws, subject to the power of the stockholders to adopt any Bylaws or to amend or repeal any Bylaws adopted, amended or repealed by the Board of Directors.

ARTICLE SEVEN

A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation

of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize, with the approval of a corporation’s stockholders, further reductions in the liability of the Corporation’s directors for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the Delaware General Corporation Law as so amended. Any repeal or modification of this paragraph A of Article Seven by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

B. To the fullest extent permitted by applicable law, this Corporation is also authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents (and any other person to which Delaware law permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law of the State of Delaware, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to this Corporation, its stockholders and others. Any repeal or modification of any of this Paragraph B of Article Seven shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director, officer, agent or other person of this Corporation with respect to any acts or omissions of such director, officer, agent or other person occurring prior to such repeal or modification.

ARTICLE EIGHT

The directors shall have powers without the assent or vote of the stockholders to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

ARTICLE NINE

The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

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ARTICLE TEN

In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and to any bylaws from time to time made by the stockholders; provided, however, that no bylaws so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.

ARTICLE ELEVEN

Section 203 of the Delaware General Corporation Law, as amended from time to time, shall not apply to the Corporation.

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EX-3.2

Exhibit 3.2

BYLAWS

OF

SANDISK CORPORATION

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of Corporation Service Company in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof.

SECTION 2. OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the offices of the corporation on the first Tuesday of October at 11:30 a.m.

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2. OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of meeting.

SECTION 3. VOTING. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for

directors and the vote upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each and the number of shares held by each, shall be open to the examination of any stockholder for any purpose germane to the meeting during ordinary business hours, for a period of at least ten days beginning on the tenth day prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the meeting and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

SECTION 4. QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; provided, however, that only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary of the Corporation or by resolution of the Board of Directors.

SECTION 6. NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his, her or its address as it appears on the records of the corporation not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 7. ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

DIRECTORS

SECTION 1. NUMBER AND TERM. The number of directors shall be not less than one nor more than nine. The first Board of Directors shall consist of one director. Thereafter, within the limits specified above, the number of directors shall be determined by the Board of Directors. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and takes office. Directors need not be stockholders.

SECTION 2. RESIGNATIONS. Any director or member of a committee of the Board of Directors may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or Secretary of the corporation. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3. VACANCIES. If the office of any director or member of a committee of the Board of Directors becomes vacant, the remaining directors in office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy and such person shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4. REMOVAL. Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5. INCREASE OF NUMBER. The number of directors may be increased by amendment of these Bylaws by the affirmative vote of a majority of the directors, though less than a quorum, or by the affirmative vote of a majority interest of the stockholders at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6. POWERS. The Board of Directors shall exercise all of the powers of the corporation, except such as are by law, by the Certificate of Incorporation or by these Bylaws conferred upon or reserved to the stockholders.

SECTION 7. COMMITTEES. The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees consisting of one or more directors of the corporation. The board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously

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appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors creating such committee or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution or amending the Bylaws of the corporation; and, unless the resolution, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 8. MEETINGS. The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders or, alternatively, the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the Board of Directors may be called by the President or by the Secretary of the corporation on the written request of any two directors on at least two days’ prior written notice to each director and shall be held at such place or places as may be determined by the director or as may be stated in the notice of the meeting.

Unless otherwise restricted by the Certificate of Incorporation or by these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 9. QUORUM. A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 10. COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees; provided, however, that, by resolution of the Board of Directors, a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director

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from serving the corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 11. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall be a President, a Chief Financial Officer and a Secretary, all of whom shall be elected by the Board of Directors from time to time and who shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Chief Financial Officers as they may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2. RESIGNATIONS. Any officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President, Secretary or Chairman of the Board of Directors of the corporation. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3. REMOVAL. Except as hereinafter provided, any officer or officers may be removed either for or without cause at any time by the Board of Directors.

SECTION 4. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 5. CHAIRMAN. The Chairman of the Board of Directors, if one is elected, shall preside at all meetings of the Board of Directors and he or she shall have and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

SECTION 6. PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He or she shall preside at all meetings of the stockholders if present thereat and, in the absence or nonelection of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision,

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direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he or she shall execute bonds, mortgages and other contracts on behalf of the corporation and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Chief Financial Officer or an Assistant Secretary or an Assistant Chief Financial Officer.

SECTION 7. VICE PRESIDENT. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the directors.

SECTION 8. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He or she shall render to the President and the Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the corporation. If required by the Board of Directors, he or she shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 9. SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these Bylaws. In case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President. He or she shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose and shall perform such other duties as may be assigned to him or her by the directors or the President. He or she shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 10. ASSISTANT CHIEF FINANCIAL OFFICERS AND ASSISTANT SECRETARIES. Assistant Chief Financial Officers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

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ARTICLE V

MISCELLANEOUS

SECTION 1. UNCERTIFICATED SHARES. Shares of the corporation’s stock shall be issued in uncertificated form.

SECTION 2. TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives. A record shall be made of each transfer and, whenever a transfer shall be made for collateral security and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 3. STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting or more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 4. DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend, there may be set apart out of any funds of the corporation available for dividends such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the company.

SECTION 5. SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 6. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 7. CHECKS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation and in such manner as shall be determined from time to time by resolutions of the Board of Directors.

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SECTION 8. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly so stated and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatsoever is required to be given under the provisions of any law or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

AMENDMENTS

These Bylaws may be altered or repealed and Bylaws may be made (i) at any annual meeting of the stockholders (or at any special meeting thereof if notice of the proposed alteration or repeal or Bylaw or Bylaws to be made is contained in the notice of such special meeting) by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat or (ii) by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors (or at any special meeting of the Board of Directors if notice of the proposed alteration or repeal or Bylaw or Bylaws to be made is contained in the notice of such special meeting) or (iii) by action of the stockholders or the Board of Directions without a meeting as permitted by the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws.

ARTICLE VII

INDEMNIFICATION

SECTION 1. INDEMNIFICATION. The corporation shall indemnify its officers and directors to the full extent and in the manner permitted by the General Corporation Law of Delaware and the corporation’s certificate of incorporation (as each presently exists or may hereafter be amended) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (the “Proceeding”), that is arising by reason of the fact such person is or was a director or an officer of the corporation or, while a director or an officer of the corporation, is or was serving as director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust, enterprise or nonprofit entity, at the corporation’s request. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article VII, the corporation shall be required to indemnify its directors and officers in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such

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Proceeding (or part thereof) by the person was authorized in the specific case by the Board of Directors of the corporation.

The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware and the corporation’s certificate of incorporation (as each presently exists or may hereafter be amended), to indemnify each of its employees and agents (in addition to directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with a Proceeding, arising by reason of the fact that such person is or was an agent of the corporation or, while an employee or agent of the corporation, is or was serving as a director or an officer, employee or agent of another corporation, or of a partnership, joint venture, trust, enterprise or nonprofit entity, at the corporation’s request. For purposes of this Section, an “employee” or “agent” of the corporation includes any person (i) who is or was an employee or agent of the corporation, or (ii) who is or was serving at the corporation’s request as an employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity.

SECTION 2. ADVANCEMENT OF EXPENSES. The corporation, to the fullest extent not prohibited by law, shall pay in advance of its final disposition the reasonable expenses (including attorneys’ fees) incurred by a director, officer or employee or agent the corporation indemnifies (each, a “Covered Person”) in defending a Proceeding, by reason of the fact that he/she is or was a director, an officer, an employee or an agent of the corporation, or while a director, an officer, an employee or an agent of the corporation, is or was serving as a director or an officer, employee or agent of another corporation, or of a partnership, joint venture, trust, enterprise or nonprofit entity, at the corporation’s request provided, however, that to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VIII, the General Corporation Law of Delaware or otherwise.

SECTION 3. CLAIM FOR INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. If a claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses under this Article VII is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

SECTION 4. NON-EXCLUSIVE RIGHTS. The rights conferred on any Covered Person by this Article VII shall not be deemed exclusive of any other rights which such Covered Person may be entitled or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

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SECTION 5. AMENDMENT OF ARTICLE VII. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.

SECTION 6. NO LIMITATION. This Article VII shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

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EX-4.1

Exhibit 4.1

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 October 29, 2013 (the “Indenture”), providing for the issuance of the 0.5% Convertible Senior Notes Due 2020 (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 2.8720 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 the 2020 Indenture]

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]

EX-99.1

Exhibit 99.1

NOTICE OF SUPPLEMENTAL INDENTURE

SanDisk Corporation 1.5% Convertible Senior Notes due 2017

CUSIP No. 80004CAD3

May 12, 2016

Reference is made to the Indenture, dated as of August 25, 2010 (the “Indenture”), by and between SanDisk Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), governing the Company’s 1.5% Convertible Senior Notes due 2017 (CUSIP No. 80004CAD3) (the “Notes”).

On October 21, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Digital Corporation (“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 (the “Merger Sub”), a wholly-owned subsidiary of WDT. Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (the “Merger”). The Company was the surviving corporation and is now a wholly-owned indirect subsidiary of Western Digital. The Merger was consummated on the date hereof. Upon the consummation of the Merger, the Company, the Trustee and Western Digital entered into a supplemental indenture pursuant to which Western Digital became a co-obligor of the Notes.

At the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (“SanDisk Stock”) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.2387 shares of Western Digital common stock, par value $0.01 per share and $67.50 (such stock and cash amount, “Reference Property”).

In accordance with Section 13.06 of the Indenture, upon the consummation of the Merger the right to convert each $1,000 principal amount of Notes was changed to a right to convert such principal amount of Notes on the basis of 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.

As a result of the Merger, which constitutes a Fundamental Change (as defined in the Indenture), 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, to 20.8004 units of Reference Property. The Conversion Rate for Notes surrendered for conversion after June 9, 2016 (i.e., following expiration of the increased conversion rate) will be 19.7302 units of Reference Property, subject to adjustment pursuant to the terms of the Indenture.

In addition, as a result of the Merger, which constitutes a Designated Event (as defined in the Indenture) each holder has, subject to certain conditions, the right to require the Company to purchase (the “Purchase Right”) for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $2,000 or an integral multiple of $1,000 in excess thereof, on June 10, 2016 (as such date may be extended, the “Designated Event Repurchase Date”) at a purchase price equal to 100% of the principal amount of such Notes or such portion of the principal amount of Notes, as applicable, plus accrued and unpaid interest, if any, thereon up to but excluding the Designated Event Repurchase Date. The Company has filed a Schedule TO and Designated Event Company Notice And Offer To Purchase (the “Offer to Purchase”). Exercises of the Purchase Right are subject to the requirements set forth in the Offer to Purchase.

SANDISK CORPORATION

EX-99.2

Exhibit 99.2

NOTICE OF SUPPLEMENTAL INDENTURE

SanDisk Corporation 0.5% Convertible Senior Notes due 2020

CUSIP No. 80004CAF8

May 12, 2016

Reference is made to the Indenture, dated as of October 29, 2013 (the “Indenture”), by and between SanDisk Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), governing the Company’s 0.5% Convertible Senior Notes due 2020 (CUSIP No. 80004CAF8) (the “Notes”).

On October 21, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Digital Corporation (“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 (the “Merger Sub”), a wholly-owned subsidiary of WDT. Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (the “Merger”). The Company was the surviving corporation and is now a wholly-owned indirect subsidiary of Western Digital. The Merger was consummated on the date hereof. Upon the consummation of the Merger, the Company, the Trustee and Western Digital entered into a supplemental indenture pursuant to which Western Digital became a co-obligor of the Notes.

At the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (“SanDisk Stock”) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.2387 shares of Western Digital common stock, par value $0.01 per share and $67.50 (such stock and cash amount, “Reference Property”).

In accordance with Section 13.06 of the Indenture, upon the consummation of the Merger the right to convert each $1,000 principal amount of Notes was changed to a right to convert such principal amount of Notes on the basis of 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.

As a result of the Merger, which constitutes a Fundamental Change (as defined in the Indenture), the Conversion Rate for Notes surrendered for conversion from, and including, March 8, 2016 to, and including, June 9, 2016 shall be increased by 2.8720 additional units of Reference Property, as determined by SanDisk by reference to the table attached as Schedule A to the Indenture, to 13.7726 units of Reference Property. The Conversion Rate for Notes surrendered for conversion after June 9, 2016 (i.e., following expiration of the increased conversion rate) will be 10.9006 units of Reference Property, subject to adjustment pursuant to the terms of the Indenture.

In addition, as a result of the Merger, which constitutes a Designated Event (as defined in the Indenture) each holder has, subject to certain conditions, the right to require the Company to purchase (the “Purchase Right”) for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $2,000 or an integral multiple of $1,000 in excess thereof, on June 10, 2016 (as such date may be extended, the “Designated Event Repurchase Date”) at a purchase price equal to 100% of the principal amount of such Notes or such portion of the principal amount of Notes, as applicable, plus accrued and unpaid interest, if any, thereon up to but excluding the Designated Event Repurchase Date. The Company has filed a Schedule TO and Designated Event Company Notice And Offer To Purchase (the “Offer to Purchase”). Exercises of the Purchase Right are subject to the requirements set forth in the Offer to Purchase.

SANDISK CORPORATION