INTERCREDITOR AGREEMENTIntercreditor Agreement • May 5th, 2009 • Seagate Technology • Computer storage devices • New York
Intercreditor Agreement (this “Agreement”), dated as of May 1, 2009, among JPMORGAN CHASE BANK, N.A., 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 TECHNOLOGY HDD HOLDINGS, 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 S
ContractS. Security Agreement • May 5th, 2009 • Seagate Technology • Computer storage devices • New York
Reference is made to (a) the Second Amended and Restated Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Intermediate Holdings, the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent, and (b) the U.S. Guarantee Agreement dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among the Guarantors (as defined therein) and the Administrative Agent.
SEAGATE TECHNOLOGY INTERNATIONAL as Issuer the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Indenture Dated as of May 1, 2009 10.00% Senior Secured Second-Priority Notes due 2014Supplemental Indenture • May 5th, 2009 • Seagate Technology • Computer storage devices • New York
INDENTURE, dated as of May 1, 2009, among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands, as issuer (the “Issuer”), SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands, as guarantor (the “Company”), the other Guarantors party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
ContractS. Guarantee Agreement • May 5th, 2009 • Seagate Technology • Computer storage devices • New York
Reference is made to the Second Amended and Restated Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Intermediate Holdings, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
ContractSubrogation and Contribution Agreement • May 5th, 2009 • Seagate Technology • Computer storage devices • New York
INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of April 29, 2009 (this “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 listed on Schedule I hereto (each such subsidiary individually, a “Subsidiary” and, 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).
ContractIntercreditor Agreement • May 5th, 2009 • Seagate Technology • Computer storage devices • New York
SECOND LIEN U.S. PLEDGE AGREEMENT dated as of May 1, 2009 (this “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 (as defined in the Indenture referred to below) listed on Schedule I hereto (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).
ContractIntercreditor Agreement • May 5th, 2009 • Seagate Technology • Computer storage devices • New York
SECOND LIEN U.S. SECURITY AGREEMENT dated as of May 1, 2009 (this “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 listed on Schedule I hereto (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 below).
ContractS. Pledge Agreement • May 5th, 2009 • Seagate Technology • Computer storage devices • New York
Reference is made to (a) the Second Amended and Restated Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Intermediate Holdings, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent, and (b) the U.S. Guarantee Agreement dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among the Guarantors (as defined therein) and the Administrative Agent. Capitalized terms used herein and not defined herein shall have meanings assigned to such terms in the Credit Agreement.
