Exhibit 1.2
1
EXECUTION COPY
SEAGATE TECHNOLOGY INTERNATIONAL
$210,000,000
12 1/2% Senior Subordinated Notes due 2007
JOINDER TO THE PURCHASE AGREEMENT
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November 22, 2000
CHASE SECURITIES INC.
XXXXXXX, XXXXX & CO.
XXXXXXX LYNCH, XXXXXX,
XXXXXX & XXXXX INCORPORATED
c/o Chase Securities Inc.
000 Xxxx Xxxxxx, 0xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Purchase Agreement (the "Purchase Agreement")
dated November 17, 2000, among Suez Acquisition Company (Cayman) Limited, an
exempted limited liability company organized under the laws of the Cayman
Islands, Chase Securities Inc. ("CSI"), Xxxxxxx, Xxxxx & Co. ("Goldman") and
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated (together with XXX and
Goldman, the "Initial Purchasers") concerning the purchase of the Securities (as
defined in the Purchase Agreement) from the Issuer by the several Initial
Purchasers. Capitalized terms used herein but not defined herein shall have the
meanings assigned to such terms in the Purchase Agreement. This is the agreement
referred to in Section 5(r) of the Purchase Agreement.
Seagate Technology International, an exempted limited liability company
organized under the laws of the Cayman Islands (the "Issuer") and each of the
Note Guarantors listed on Schedule I hereto agree that this letter agreement is
being executed and delivered in connection with the issue and sale of the
Securities pursuant to the Purchase Agreement and to induce the Initial
Purchasers to purchase the Securities thereunder. This letter agreement is being
executed on the Closing Date, concurrently with the consummation of the sale of
Securities pursuant to the Purchase Agreement and the consummation of the
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other Transactions.
1. Joinder. Each of the parties hereto hereby agrees to be become bound
by the terms, conditions and other provisions of the Purchase Agreement (in the
case of the Issuer, as issuer and in the case of each Note Guarantor, as a Note
Guarantor), with all attendant rights, duties and obligations stated therein,
with the same force and effect as if originally named therein as a party and as
if such party executed the Purchase Agreement on the date thereof.
2. Representations, Warranties and Agreements of the Issuer and the
Note Guarantors. The Issuer and each of the Note Guarantors represent and
warrant to, and agree with, the several Initial Purchasers on and as of the date
hereof that:
(a) each of Issuer and the Note Guarantors has the corporate or limited
liability power, as the case may be, to execute and deliver this letter
agreement and all corporate or limited liability action, as the case may
be, required to be taken by each of them for the due and proper
authorization, execution, delivery and performance of this letter agreement
and the consummation of the transactions contemplated hereby has been duly
and validly taken; this letter agreement has been duly authorized, executed
and delivered by the Issuer and each of the Note Guarantors and constitutes
a valid and legally binding agreement of the Issuer and each of the Note
Guarantors enforceable against the Issuer and each of the Note Guarantors
in accordance with its terms, except to the extent that such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors'
rights generally and by general equitable principles (whether considered in
a proceeding in equity or at law).
(b) the representations, warranties and agreements set forth in Section 1
of the Purchase Agreement are true and correct on and as of the date
hereof.
3. GOVERNING LAW. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. This Letter Agreement may be executed in one or more
counterparts (which may include counterparts delivered by telecopier) and,
if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
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5. Amendments. No amendment or waiver of any provision of this
Agreement, nor any consent or approval to any departure therefrom, shall in
any event be effective unless the same shall be in writing and signed by
the parties hereto.
6. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.
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If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us a counterpart hereof, whereupon
this instrument will become a binding agreement between Old SAC, and upon
the execution of a Joinder to Purchase Agreement in the form of Annex C,
the Issuer, the Note Guarantors and the several Initial Purchasers in
accordance with its terms.
Very truly yours,
SEAGATE TECHNOLOGY
INTERNATIONAL,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
NEW SAC,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY HOLDINGS,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY HDD HOLDINGS,
by /s/ Xxxxxxx Xxx
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Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY CHINA HOLDING
COMPANY,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY ASIA HOLDINGS,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY (IRELAND),
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY MEDIA
(IRELAND),
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
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SEAGATE TECHNOLOGY FAR EAST
HOLDINGS,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY (PHILIPPINES),
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY (SAN) HOLDINGS,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE REMOVABLE STORAGE
SOLUTIONS HOLDINGS,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE REMOVABLE STORAGE
SOLUTIONS INTERNATIONAL,
by /s/ Xxxxxxx Xxx
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Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE SOFTWARE (CAYMAN)
HOLDINGS,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY (US) HOLDINGS,
INC.,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY LLC,
by SEAGATE TECHNOLOGY (US)
HOLDINGS, INC., as Managing Member
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE US LLC,
by SEAGATE TECHNOLOGY LLC,
as Sole Member
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by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
REDWOOD ACQUISITION CORPORATION,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE REMOVABLE STORAGE
SOLUTIONS (US) HOLDINGS, INC.,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE REMOVABLE STORAGE
SOLUTIONS LLC,
by SEAGATE REMOVABLE STORAGE
SOLUTIONS (US) HOLDINGS, INC., as
Sole Member
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE RSS LLC,
by SEAGATE REMOVABLE STORAGE
SOLUTIONS LLC, as Sole Member
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by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE SOFTWARE INFORMATION
MANAGEMENT GROUP HOLDINGS, INC.,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
QUINTA CORPORATION,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
XIOTECH CORPORATION,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY (THAILAND)
LIMITED,
by /s/ Xxxxxxx Xxx
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Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY-REYNOSA S. DE
X.X. DE C.V.,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
NIPPON SEAGATE INC.,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
NIPPON SEAGATE SOFTWARE, INC.,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE SINGAPORE DISTRIBUTION PTE.
LTD.,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
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SEAGATE SOFTWARE INFORMATION PTE.
LTD.,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE DISTRIBUTION (UK) LIMITED,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE TECHNOLOGY (XXXXXX)
LIMITED,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE SOFTWARE INFORMATION
MANAGEMENT GROUP UK LIMITED,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
XIOTECH (CANADA) LIMITED,
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by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
SEAGATE SOFTWARE (CANADA), INC.,
by /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President
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Accepted:
CHASE SECURITIES INC.,
By /s/ Xxxx Xxxxxxx
Authorized Signatory
Address for notices pursuant to Section 9(c):
0 Xxxxx Xxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Legal Department
XXXXXXX, XXXXX & CO.,
By /s/ Xxxxxxx Xxxxx & Co.
Authorized Signatory
Address for notices pursuant to Section 9(c):
0 Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxx, Registration
Department
XXXXXXX LYNCH, XXXXXX, XXXXXX &
XXXXX INCORPORATED
By /s/ Xxxxxxx Xxxxx
Authorized Signatory
Address for notices pursuant to Section 9(c):
4 World Financial Center, Floor 00
Xxx Xxxx, Xxx Xxxx 00000
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Attention: Legal Department
