CREDIT AGREEMENT dated as of January 18, 2011, among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, SEAGATE HDD CAYMAN, as the Borrower, The Lenders Party Hereto, THE BANK OF NOVA SCOTIA, as Administrative Agent, an Arranger and a Joint Book Runner,...Credit Agreement • February 3rd, 2011 • Seagate Technology PLC • Computer storage devices • New York
This CREDIT AGREEMENT, dated as of January 18, 2011 (this “Agreement”), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish public limited company (“STX”), SEAGATE HDD CAYMAN, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Borrower”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”) and THE BANK OF NOVA SCOTIA (“Scotia Capital”), as administrative agent (in such capacity, “Administrative Agent”).
ContractPledge Agreement • February 3rd, 2011 • Seagate Technology PLC • Computer storage devices • New York
THIS U.S. PLEDGE AGREEMENT dated as of January 18, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (“STX”), each subsidiary of STX listed on Schedule I hereto (each such subsidiary individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors;” the Borrower, STX and the Subsidiary Pledgors are referred to herein individually as a “Pledgor” and collectively as the “Pledgors”) and THE BANK OF NOVA SCOTIA (“Scotia Capital”), 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 • February 3rd, 2011 • Seagate Technology PLC • Computer storage devices • New York
This U.S. SECURITY AGREEMENT dated as of January 18, 2011 (as amended, supplemented or otherwise modified, this “Agreement”), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (“STX”), SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of STX listed on Schedule I hereto (each such subsidiary individually, a “Subsidiary” or a “Guarantor” and, collectively, the “Subsidiaries” and, together with STX and the Borrower, the “Grantors”) and THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
ContractIndemnification & Liability • February 3rd, 2011 • Seagate Technology PLC • Computer storage devices • New York
INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of January 18, 2011 (this “Agreement”), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (“STX”), SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each of the subsidiaries of STX listed on Schedule I hereto (each such subsidiary individually, a “Subsidiary” and, collectively, the “Subsidiaries”; and each such Subsidiary, the Borrower and STX, individually, a “Guarantor” and, collectively, the “Guarantors”) and THE BANK OF NOVA SCOTIA, 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 • February 3rd, 2011 • Seagate Technology PLC • Computer storage devices • New York
THIS U.S. GUARANTEE AGREEMENT dated as of January 18, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish public limited company (“STX”), SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each of the subsidiaries of STX listed on Schedule I hereto (each such subsidiary individually, a “Subsidiary” and, collectively, the “Subsidiaries”; and each such Subsidiary, the Borrower and STX, individually, a “Guarantor” and, collectively, the “Guarantors”) and THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 3rd, 2011 • Seagate Technology PLC • Computer storage devices • New York
Intercreditor Agreement (this “Agreement”), dated as of January 18, 2011, among THE BANK OF NOVA SCOTIA, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), SEAGATE HDD CAYMAN, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Borrower”), SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Second Lien Issuer”), and each of the other Loan Parties (such term, and other capitalized terms used herein but not otherwise defined, having the meaning set forth in Section 1.1
