Exhibit
10.9


 


SUPPLEMENT NO. 2 dated as of March 1, 2010 (this “Supplement”),
to the Indemnity, Subrogation and Contribution Agreement dated as of April 29,
2009 (as the same may be amended, supplemented or otherwise modified from time
to time, the “Indemnity, Subrogation and Contribution 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 from time to time party thereto (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).


 


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, Intermediate Holdings, the lenders from
time to time party thereto (the “Lenders”), the Administrative Agent and
the other agents party thereto, 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.


 


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


 


C.  The
Borrower, Intermediate Holdings and the other Guarantors have entered into the
Indemnity, Subrogation and Contribution Agreement in order to induce the
Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 5.12 of the Credit
Agreement and the Collateral and Guarantee Requirement, each Subsidiary Loan
Party that is formed or acquired after the Second Restatement Effective Date
and that is required to execute the U.S. Guarantee Agreement is required to
execute the Indemnity, Subrogation and Contribution Agreement.  Section 12 of the Indemnity, Subrogation
and Contribution Agreement provides that additional Subsidiaries may become
Guarantors under the Indemnity, Subrogation and Contribution Agreement by
execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New
Guarantor”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Guarantor under the Indemnity,
Subrogation and Contribution Agreement in order to induce the Lenders to make
additional Loans and the Issuing Banks to issue additional Letters of Credit
and as consideration for Loans previously made and Letters of Credit previously
issued.


 


Accordingly, the
Administrative Agent and the New Guarantor agree as follows:


 


SECTION 1. 
In accordance with Section 12 of the Indemnity, Subrogation and
Contribution Agreement, the New Guarantor by its signature below becomes a
Guarantor


 

















 


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


 


SECTION 2. 
The New Guarantor represents and warrants to the Administrative Agent
and the other 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 Administrative Agent shall have received counterparts of
this Supplement that, when taken together, bear the signatures of the New
Guarantor and the Administrative Agent. 
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 Indemnity, Subrogation and
Contribution 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 Indemnity, Subrogation and Contribution 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 7 of the Indemnity, Subrogation and Contribution
Agreement.  All communications and
notices hereunder to the New Guarantor shall be given to it at the address set
forth under its signature below, with a copy to the Borrower.


 


SECTION 8. 
The New Guarantor agrees to reimburse the Administrative Agent for its
reasonable out-of-pocket expenses in connection with this Supplement, including



 


2

















 


the reasonable fees, other charges and disbursements of counsel for the
Administrative Agent (but subject to Section 9.03(a) of the Credit
Agreement).


 


[Signature Pages Follow]


 


3

















 


IN WITNESS WHEREOF, the New Guarantor and the
Administrative Agent have duly executed this Supplement to the Indemnity,
Subrogation and Contribution Agreement as of the day and year first above
written.


 


 


	
   

  	
  SEAGATE
  HDD CAYMAN,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  Kenneth M. Massaroni

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth
  M. Massaroni

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  	
  920 Disc Drive

  
	
   

  	
   

  	
   

  	
  Scotts Valley, California 95066

  



 


[Signature Page to
Supplement No. 2 to the Indemnity, Subrogation and Contribution Agreement]


 

















 


	
   

  	
  JPMORGAN CHASE
  BANK, N.A.,

  
	
   

  	
  as
  Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  Sharon Bazbaz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Sharon
  Bazbaz

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[Signature Page to
Supplement No. 2 to the Indemnity, Subrogation and Contribution Agreement]