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WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 3. Debt
Long-term debt consisted of the following as of July 3, 2015 and June 27, 2014 (in millions):
July 3,
2015
June 27,
2014
Term loan ................................... $2,312 $2,438
Less amounts due in one year .................... (156) (125)
Long-term debt ........................... $2,156 $2,313
On January 9, 2014, the Company, Western Digital Technologies, Inc. (“WDT”) and Western Digital Ireland,
Inc. (“WDI”) entered into a new credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders party thereto, which was subsequently amended on February 25, 2015 (as amended, the “Credit Agreement”)
to add Western Digital International, Ltd. (“WD International”) as an additional borrower. The Credit Agreement
provides for $4.0 billion of unsecured loan facilities consisting of a $2.5 billion term loan facility to WDT and a $1.5
billion revolving credit facility to WDT, WDI and WD International (each, a “Borrower” and collectively, the
“Borrowers”). The revolving credit facility includes a $100 million sublimit for letters of credit and a $50 mil-
lion sublimit for swing line loans. Subject to certain conditions, a Borrower may elect to expand the credit facilities
by, or obtain incremental term loans of, up to $1.0 billion if existing or new lenders provide additional term or
revolving commitments. The loans under the Credit Agreement have a five-year term. The obligations of the Bor-
rowers under the Credit Agreement are guaranteed by the Company and its material domestic subsidiaries, and the
obligations of WDI and WD International under the Credit Agreement are also guaranteed by WDT.
The term loans and the revolving credit loans may be prepaid in whole or in part at any time without premium
or penalty, subject to certain conditions. As of July 3, 2015, the revolving credit facility had a variable interest rate of
1.7% and a remaining outstanding balance of $255 million. The revolving credit facility is classified within current
liabilities as of July 3, 2015 due to the Company’s intent to repay the borrowings in 2016. As of July 3, 2015, the
term loan facility had a variable interest rate of 1.7% and a remaining outstanding balance of $2.3 billion. The Com-
pany is required to make quarterly principal payments on the term loan facility totaling $156 million in fiscal
2016, $219 million in fiscal 2017, $250 million in fiscal 2018 and the remaining balance of $1.7 billion in fiscal
2019.
The Credit Agreement requires the Company to comply with a leverage ratio and an interest coverage ratio calcu-
lated on a consolidated basis for the Company and its subsidiaries. In addition, the Credit Agreement contains
customary covenants, including covenants that limit or restrict the Company’s and its subsidiaries’ ability to incur
liens, incur indebtedness, make certain restricted payments, merge or consolidate and enter into certain speculative
hedging arrangements, and customary events of default.
67