Exhibit
10.12


 


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”).


 


A.  Reference
is made to (a) the Credit Agreement dated as of April 3, 2009 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, Seagate Technology, the lenders from time
to time party thereto (the “Lenders”), JPMCB, as Administrative Agent,
and the other agents party thereto and (b) the Indenture dated as of May 1,
2009 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
among the Issuer, Seagate Technology, the Borrower, each subsidiary of the
Borrower from time to time party thereto and the Second Priority
Representative.


 


B.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Intercreditor Agreement and the Credit Agreement.


 


C.  The
Borrower, the Issuer and the other Loan Parties have entered into the Intercreditor
Agreement in order to induce the Lenders to make Loans and the Issuing Banks to
issue Letters of Credit.  Pursuant to Section 9.12
of the Intercreditor Agreement, each Subsidiary that is formed or acquired
after the date of the Intercreditor Agreement, and that executes a Security
Document, is required to execute the Intercreditor Agreement.  Section 9.12 of the Intercreditor
Agreement provides that additional Subsidiaries may become Loan Parties under
the Intercreditor Agreement by execution and delivery of an instrument in form
and substance reasonably satisfactory to the First Priority Representative and
the Second Priority Representative.  The
undersigned Subsidiary (the “New Loan Party”) is executing this
Supplement in accordance with the requirements of the Intercreditor Agreement (a) in
order to induce the lenders under the Credit Agreement to make additional loans
and issue additional letters of credit and as consideration for loans
previously made and letters of credit previously issued and (b) as
consideration for the notes previously issued pursuant to the Indenture.


 


Accordingly, the First
Priority Representative, the Second Priority Representative and the New Loan
Party agree as follows:


 


SECTION 1. 
In accordance with Section 9.12 of the Intercreditor Agreement, the
New Loan Party by its signature below becomes a Loan Party under the
Intercreditor


 

















 


Agreement with the same force and effect as if originally named therein
as a Loan Party and the New Loan Party hereby agrees to all the terms and
provisions of the Intercreditor Agreement applicable to it as a Loan Party
thereunder.  Each reference to a “Loan
Party” in the Intercreditor Agreement shall be deemed to include the New Loan
Party.  The Intercreditor Agreement is
hereby incorporated herein by reference.


 


SECTION 2. 
The New Loan Party represents and warrants to the First Priority
Representative, the First Priority Secured Parties, the Second Priority
Representative and the Second Priority Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.


 


SECTION 3. 
This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract.  This Supplement shall become
effective when the First Priority Representative and the Second Priority
Representative shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Loan Party, the First Priority
Representative and the Second Priority Representative.  Delivery of an executed signature page to
this Supplement by facsimile or Adobe .pdf transmission shall be as effective
as delivery of a manually signed counterpart of this Supplement.


 


SECTION 4. 
Except as expressly supplemented hereby, the Intercreditor Agreement
shall remain in full force and effect.


 


SECTION 5. 
THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.


 


SECTION 6. 
In case any one or more of the provisions contained in this Supplement
should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and in
the Intercreditor Agreement shall not in any way be affected or impaired (it
being understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision
in any other jurisdiction).  The parties
hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


SECTION 7. 
All communications and notices hereunder shall be in writing and given
as provided in Section 9.7 of the Intercreditor Agreement.  All communications and notices hereunder to
the New Loan Party shall be given to it at the address set forth under its
signature below, with a copy to the Borrower and the Issuer.


 


SECTION 8. 
The New Loan Party agrees to reimburse each of the First Priority Representative
and the Second Priority Representative for its reasonable out-of-pocket
expenses in connection with this Supplement, including the reasonable fees,
other 


 


2

















 


charges and disbursements of its counsel (but subject to Section 9.03(a) of
the Credit Agreement in the case of the First Priority Representative and Section 7.07
of the Indenture in the case of the Second Priority Representative).


 


[Signature Pages Follow]


 


3

















 


IN
WITNESS WHEREOF, the New Loan Party, the First Priority Representative and the
Second Priority Representative have duly executed this Supplement to the
Intercreditor Agreement as of the day and year first above written.


 


GIVEN under the
Common Seal of


SEAGATE
TECHNOLOGY PLC


in
the presence of:


 


	
   

  	
  /s/ Kenneth M. Massaroni

  
	
   

  	
  Kenneth M. Massaroni

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Patrick J. O’Malley III

  
	
   

  	
  Patrick J. O’Malley III

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  920 Disc Drive

  
	
   

  	
  Scotts Valley, California
  95066

  



 


 


	
  Witness signature:

  	
  /s/ Saralyn D. Brown

  	
   

  



Name:
Saralyn D. Brown


Address:
920 Disc Drive, Scotts Valley, CA 95066


Occupation:
Executive Assistant


 


 


[Signature Page to Supplement No. 1 to the Intercreditor]


 

















 


	
   

  	
   

  	
  JPMORGAN CHASE
  BANK, N.A.,

  
	
   

  	
   

  	
  as
  First Priority Representative,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Sharon Bazbaz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Sharon
  Bazbaz

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


[Signature
Page to Supplement No. 1 to the Intercreditor]


 

















 


	
   

  	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as
  Second Priority Representative,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Maddy Hall

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Maddy
  Hall

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


[Signature Page to Supplement No. 1 to the
Intercreditor]