Hutchinson Technology Incorporated Hutchinson, MN 55350-9784 January 12, 2012Hutchinson Technology Inc • February 27th, 2012 • Electronic components, nec • New York
Re: Support Agreement (this “Agreement”) regarding the tender of Hutchinson Technology Incorporated’s 3.25% Convertible Subordinated Notes due 2026 (the “Notes”) for cash (the “Tender Commitment”)
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 27th, 2012 • Hutchinson Technology Inc • Electronic components, nec • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of [ ] [ ], 2012, and entered into by and between PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), in its capacity as agent under the First Lien Debt Documents (as defined below), (in such capacity, and together with its successors and assigns in such capacity, “First Lien Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as trustee and collateral agent under the Second Lien Debt Documents (as defined below), (in such capacity, and together with its successors and assigns in such capacity, “Second Lien Agent”).
CONSENT AND AMENDMENT NO. 1 TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • February 27th, 2012 • Hutchinson Technology Inc • Electronic components, nec • New York
THIS CONSENT AND AMENDMENT NO. 1 (this “Amendment”) is entered into as of February 6, 2012, by and among HUTCHINSON TECHNOLOGY INCORPORATED, a corporation organized under the laws of the State of Minnesota (“HTI”) (HTI and each other Person who becomes a Borrower under the Loan Agreement referred to below, each a “Borrower”, and collectively “Borrowers”), the financial institutions set forth on the signature pages hereto (each a “Lender” and collectively, “Lenders”) and PNC Bank, National Association as agent for Lenders (in such capacity, “Agent”).
FORM OF WARRANT AGREEMENT Dated as of between HUTCHINSON TECHNOLOGY INCORPORATED and WELLS FARGO BANK, NATIONAL ASSOCIATION as Warrant Agent Warrants for Common Stock of Hutchinson Technology IncorporatedWarrant Agreement • February 27th, 2012 • Hutchinson Technology Inc • Electronic components, nec • New York
WARRANT AGREEMENT dated as of , 2012 (this “Agreement”), between HUTCHINSON TECHNOLOGY INCORPORATED, a Minnesota corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Warrant Agent (the “Warrant Agent”).
Hutchinson Technology Incorporated Hutchinson, MN 55350-9784 January 12, 2012Hutchinson Technology Inc • February 27th, 2012 • Electronic components, nec • New York
Re: Support Agreement (this “Agreement”) regarding the exchange of Hutchinson Technology Incorporated’s 3.25% Convertible Subordinated Notes due 2026 (the “Notes”) for new 8.50% Senior Secured Second Lien Notes due 2017 (the “New Notes”)
