ContractIndemnity, Subrogation and Contribution Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 2 dated as of March 1, 2010 (this “Supplement”), to the Indemnity, Subrogation and Contribution Agreement dated as of April 29, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Indemnity, Subrogation and Contribution Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary, the Borrower and Intermediate Holdings, individually, a “Guarantor” and, collectively, the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
Contractu.s. Security Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the U.S. Security Agreement dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time the “U.S. Security Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually, a “Subsidiary” and, collectively, the “Subsidiaries” and together with the Borrower, the “Grantors”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
ContractIntercreditor Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 2 dated as of March 1, 2010 (this “Supplement”), to the Intercreditor Agreement dated as of May 1, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent for the First Priority Secured Parties (in such capacity, the “First Priority Representative”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Second Priority Secured Parties (in such capacity, the “Second Priority Representative”).
ContractIndemnity, Subrogation and Contribution Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the Indemnity, Subrogation and Contribution Agreement dated as of April 29, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Indemnity, Subrogation and Contribution Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary, the Borrower and Intermediate Holdings, individually, a “Guarantor” and, collectively, the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
Contractu.s. Guarantee Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the U.S. Guarantee Agreement dated as of April 29, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each of the subsidiaries of the Borrower from time to time party thereto (each such subsidiary, the Borrower and Intermediate Holdings, individually, a “Guarantor” and, collectively, the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
FIRST AMENDMENT AND WAIVERCredit Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices • New York
FIRST AMENDMENT AND WAIVER, dated as of March 1, 2010 (this “Amendment”), to the Credit Agreement referred to below, among SEAGATE TECHNOLOGY PLC, a public limited company incorporated under the laws of Ireland (“Seagate Ireland”), SEAGATE TECHNOLOGY, an exempted limited liability company incorporated under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Borrower”), the Lenders (as defined below) parties hereto and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (the “Administrative Agent”).
ContractIntercreditor Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the Intercreditor Agreement dated as of May 1, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent for the First Priority Secured Parties (in such capacity, the “First Priority Representative”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Second Priority Secured Parties (in such capacity, the “Second Priority Representative”).
ContractSecond Lien u.s. Security Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the Second Lien U.S. Security Agreement dated as of May 1, 2009 (as amended, supplemented or otherwise modified from time to time the “Second Lien U.S. Security Agreement”), among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”), SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands, as guarantor (the “Company”), the other Guarantors (as defined in the Indenture referred to below) listed on Schedule I thereto (each such Guarantor together with the Issuer and the Company, the “Grantors” and each a “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Indenture referred to below).
Contractu.s. Pledge Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the U.S. PLEDGE AGREEMENT dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “U.S. Pledge Agreement”), among SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Borrower, Intermediate Holdings and the Subsidiary Pledgors are referred to herein individually as a “Pledgor” and collectively as the “Pledgors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
Contractu.s. Guarantee Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 2 dated as of March 1, 2010 (this “Supplement”), to the U.S. Guarantee Agreement dated as of April 29, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each of the subsidiaries of the Borrower from time to time party thereto (each such subsidiary, the Borrower and Intermediate Holdings, individually, a “Guarantor” and, collectively, the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 3rd, 2010 • Seagate Technology • Computer storage devices • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 1, 2010 (this “Supplemental Indenture”), among Seagate Technology HDD Holdings, an exempted limited liability company incorporated under the laws of the Cayman Islands (“HDD”), Seagate HDD Cayman, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Successor Company”), Seagate Technology, an exempted limited liability company incorporated under the laws of the Cayman Islands, as guarantor (“Parent”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
ContractSecond Lien u.s. Pledge Agreement • March 3rd, 2010 • Seagate Technology • Computer storage devices
SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the SECOND LIEN U.S. PLEDGE AGREEMENT dated as of May 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Second Lien U.S. Pledge Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), each of the other Guarantors of the Notes (each as defined in the Indenture referred to below) listed on Schedule I thereto (each such Guarantor together with the Company, the “Pledgors” and each a “Pledgor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Second Lien U.S. Security Agreement referred to below).
