Exhibit 10.5


 


SUPPLEMENT NO. 2 dated as of March 1, 2010
(this “Supplement”), to the U.S. Guarantee Agreement dated as of April 29,
2009 (as the same may be amended, supplemented or otherwise modified from time
to time, the “U.S. Guarantee 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 of the subsidiaries 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 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”),
the Administrative Agent and the other
agents party thereto.


 


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


 


C.  The
Guarantors have entered into the U.S. Guarantee 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, certain
Subsidiaries formed or acquired after the Second Restatement Effective Date are
required to execute a Guarantee Agreement. 
Section 20 of the U.S. Guarantee Agreement provides that additional
Subsidiaries may become Guarantors under the U.S. Guarantee 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 U.S. Guarantee 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 20 of the
U.S. Guarantee Agreement, the New Guarantor by its signature below becomes a
Guarantor under the U.S. Guarantee Agreement with the same force and effect as
if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees
to all the terms and provisions of the U.S. Guarantee Agreement applicable to
it as a Guarantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Guarantor thereunder are true
and correct on and as of the date hereof, except to the extent a representation
and warranty expressly relates solely to a specific date, in which case such
representation and warranty shall be true and correct on such date.  Each reference to a “Guarantor” in the U.S.
Guarantee Agreement shall


 

















 


be deemed to include the New
Guarantor.  The U.S. Guarantee 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 executed counterpart of this Supplement.


 


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


 


SECTION 5. 
THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS 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 U.S. Guarantee Agreement shall not in
any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision hereof 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 14 of the U.S.
Guarantee 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 out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, disbursements and other charges of
counsel for the Administrative Agent (but subject to Section 9.03(a) of
the Credit Agreement).


 


[Signature Pages Follow]


 


2

















 


IN
WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly
executed this Supplement to the U.S. Guarantee 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 U.S. Guarantee 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 U.S. Guarantee Agreement]