Exhibit
10.1


 


FIRST AMENDMENT AND WAIVER


 


FIRST AMENDMENT AND WAIVER, dated as of March 1,
2010 (this “Amendment”),
to the Credit Agreement referred to below, among SEAGATE TECHNOLOGY PLC, a
public limited company incorporated under the laws of Ireland (“Seagate
Ireland”), SEAGATE TECHNOLOGY, an exempted limited liability company
incorporated under the laws of the Cayman Islands (“Intermediate Holdings”),
SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company
incorporated under the laws of the Cayman Islands (the “Borrower”), the
Lenders (as defined below) parties hereto and JPMORGAN CHASE BANK, N.A., as
administrative agent under the Credit Agreement (the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, Intermediate Holdings, the Borrower, the
Lenders, the Administrative Agent and the Issuing Banks named therein are
parties to the Second Amended and Restated Credit Agreement, dated as of April 3,
2009 (as amended, supplemented or modified from time to time, the “Credit
Agreement”), among Intermediate Holdings, the Borrower, the several banks
and other financial institutions or entities from time to time parties thereto
(the “Lenders”) and the Administrative Agent;


 


WHEREAS, the Borrower is
migrating its tax residency to Ireland;


 


WHEREAS, as part of such
migration, the Borrower is selling (the “New Cayco Sale”) substantially
all of its assets to Seagate HDD Cayman (“New Cayco”), a newly formed
direct wholly owned subsidiary of the Borrower, organized under the laws of the
Cayman Islands;


 


WHEREAS, pursuant to
transactions encompassing the “Transaction” (as defined in the Preliminary
Proxy Statement of Seagate Technology, dated February 1, 2010) (the “Transaction”),
the place of incorporation of the publicly traded company of the Seagate group
(which is currently Intermediate Holdings) will effectively be changed to
Ireland;


 


WHEREAS, as part of the
Transaction, Intermediate Holdings will merge with a subsidiary of Seagate
Ireland, which is a wholly owned direct subsidiary of Intermediate Holdings;


 


WHEREAS, Intermediate
Holdings will survive such merger and become a wholly owned subsidiary of
Seagate Ireland;


 


WHEREAS, in connection with
the formation of New Cayco and the New Cayco Sale, the Borrower and
Intermediate Holdings have requested that certain provisions of the Credit
Agreement be amended and waived as set forth herein to permit the New Cayco
Sale;


 


WHEREAS, in connection with
the formation of New Cayco and the New Cayco Sale, New Cayco will become a
party to the U.S. Guarantee Agreement, the U.S. Security Agreement and the U.S.
Pledge Agreement and will execute and deliver all other agreements and
instruments required of a Loan Party in accordance with the Collateral and
Guarantee Requirement;


 


WHEREAS, in connection with
the Transaction, the Borrower, Intermediate Holdings and Seagate Ireland have
requested that (a) Seagate Ireland become a Loan Party under the Credit
Agreement and assume certain of the obligations of Intermediate Holdings
thereunder and (b) certain provisions of the Credit Agreement be amended
and/or waived as set forth herein to reflect the foregoing and to permit the
Transaction;


 

















 


WHEREAS, in connection with
the Transaction, Seagate Ireland will become a party to the U.S. Guarantee
Agreement and will execute and deliver all other agreements and instruments
required of a Loan Party in accordance with the Collateral and Guarantee
Requirement (as such term is amended pursuant to the terms hereof); and


 


WHEREAS, the Required
Lenders are willing to agree to such amendments and waivers on the terms set
forth herein;


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, Seagate Ireland, Intermediate Holdings, the
Borrower, and the Required Lenders hereby agree as follows:


 


1.             Defined Terms.  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.


 


2.             Amendments to Section 1.01
(Defined Terms).


 


(a)           Section 1.01 of the Credit Agreement is hereby
amended by adding the following definitions in proper alphabetical order:


 


“First Amendment” means the First Amendment and Waiver, dated as
of March 1, 2010, to this Agreement.


 


“First Amendment Effective Date” means
the date on which the conditions set forth in Section 12(b) of the
First Amendment are satisfied.


 


“Intercreditor Agreement” means the Intercreditor Agreement
dated as of May 1, 2009, among the Administrative Agent for the First
Priority Secured Parties (as defined therein), Wells Fargo Bank, National
Association, as Collateral Agent for the Second Priority Secured Parties (as
defined therein), the Borrower, Seagate Technology International, and each of
the other Loan Parties party thereto.


 


“Irish Redomiciliation Transaction”
means the “Transaction”, as defined in the Preliminary Proxy Statement of
Intermediate Holdings, dated February 1, 2010 (including any modification
to such definition that is acceptable to the Administrative Agent, in its sole
discretion).


 


“New Cayco” means Seagate HDD Cayman,
a company organized under the laws of the Cayman Islands and a direct wholly
owned subsidiary of the Borrower.


 


“Seagate Ireland” means Seagate
Technology Public Limited Company, a public limited company incorporated under
the laws of Ireland.


 


(b)           Section 1.01 of the Credit Agreement is hereby
amended by deleting each reference to the term “Intermediate Holdings” and
substituting in lieu thereof the term “Seagate Ireland” in each of the
following defined terms:  “Capital
Expenditures”, “Cash-Pay Preferred Equity”, “Collateral and
Guarantee Requirement”, “Commitment Reduction Event”, “Consolidated
Cash Interest Expense”, “Consolidated EBITDA”, “Consolidated
Fixed Charges”, “Consolidated Net Income,” “Consolidated Total
Assets”, “Deferred Compensation Plans”, “Environmental Liability”,
“Funded Indebtedness”, “Liquidity Amount”, “Material
Indebtedness”, “Net Proceeds”, “Overdraft Facility”, “Permitted
Encumbrances”, “Permitted 


 


2

















 


Secured Debt Amount”, “Restricted Payment”
and “Subsidiary”.


 


(c)           The definition of “Change in Control” set
forth in Section 1.01 of the Credit Agreement is hereby amended by
deleting such definition in its entirety and substituting in lieu thereof the
following:


 


“Change in Control”
means:


 


(a)           the acquisition of direct
ownership, beneficially or of record, by any Person other than Intermediate
Holdings of any Equity Interests in the Borrower;


 


(b)           the acquisition of direct
ownership, beneficially or of record, by any Person other than Seagate Ireland
of any Equity Interests in Intermediate Holdings;


 


(c)           the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules of
the SEC thereunder as in effect on the date hereof), of Equity Interests in
Seagate Ireland representing greater than 35% of the aggregate ordinary voting
power and aggregate equity value represented by the issued and outstanding
Equity Interests in Seagate Ireland;


 


(d)           occupation of a majority of
the seats (other than vacant seats) on the board of directors of Seagate
Ireland, Intermediate Holdings or the Borrower by Persons who were neither (i) nominated
by at least a majority of the board of directors of Seagate Ireland,
Intermediate Holdings or the Borrower, as applicable, nor (ii) appointed
by a vote of a majority of directors so nominated; or


 


(e)           the occurrence of a “Change
in Control” as defined in the Senior Note Documents or any document governing
or evidencing any extension, renewal, refinancing or replacement of the Senior
Notes permitted pursuant to Section 6.01(a)(ii).


 


(d)           The definition of “Collateral and Guarantee
Requirement” set forth in Section 1.01 of the Credit Agreement is
hereby amended by deleting each occurrence of the phrase “ or Northern Ireland”
in clause (a)(vii) thereof and substituting in lieu thereof the phrase “,
Northern Ireland or, in the case of Seagate Ireland or Intermediate Holdings
(or any of their permitted successors), Ireland”.


 


(e)           The definition of “Collateral Jurisdictions”
set forth in Section 1.01 of the Credit Agreement is hereby amended by
deleting such definition in its entirety and substituting in lieu thereof the
following:


 


“Collateral Jurisdiction” means the United
States of America (including any State thereof and the District of Columbia),
the Cayman Islands, Singapore, the Netherlands, Northern Ireland and, solely
with respect to Seagate Ireland, Intermediate Holdings or any of their
permitted successors, Ireland.


 


(f)            The definition of “Financial Officer” set
forth in Section 1.01 of the Credit Agreement is hereby amended by
inserting immediately before the term “Intermediate Holdings”, the phrase “Seagate
Ireland,”.


 


(g)           The definition of “Foreign Security Agreement”
set forth in Section 1.01 of the 


 


3

















 


Credit Agreement is hereby amended by deleting each occurrence of the
phrase “ or Northern Ireland” and substituting in lieu thereof the phrase “, Northern
Ireland or, in the case of Seagate Ireland or Intermediate Holdings (or any of
their permitted successors), Ireland”.


 


(h)           The definition of “Immaterial Subsidiary” set
forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting
the term “Intermediate Holdings” and substituting in lieu thereof the phrase “Seagate
Ireland (or prior to the end of to the first fiscal quarter of Seagate Ireland
ending after the First Amendment Effective Date, Intermediate Holdings)” and (ii) inserting
the parenthetical “(other than Intermediate Holdings)” immediately after the
first reference to the term “Subsidiary” therein.


 


(i)            The definition of “Loan Documents” set forth
in Section 1.01 of the Credit Agreement is hereby amended by adding the
phrase “, the Intercreditor Agreement” after the phrase “the Security Documents”
therein.


 


(j)            The definition of “Loan Parties” set forth in
Section 1.01 of the Credit Agreement is hereby amended by deleting such
definition in its entirety and substituting in lieu thereof the following:


 


“Loan Parties” means, collectively, Seagate
Ireland, Intermediate Holdings, the Borrower and each other Subsidiary Loan
Party.


 


(k)           The definition of “Material Acquisition” set
forth in Section 1.01 of the Credit Agreement is hereby amended by
deleting such definition in its entirety and substituting in lieu thereof the
following:


 


“Material Acquisition” means, at any time,
any acquisition (whether by purchase, merger, consolidation or otherwise) by
Seagate Ireland, the Borrower or any Subsidiary that is permitted hereunder and
for which the sum (without duplication) of all consideration paid or otherwise
delivered by Seagate Ireland, the Borrower and the Subsidiaries in connection
with such acquisition (including the principal amount of any Indebtedness
issued as deferred purchase price and the fair market value, determined
reasonably and in good faith by the Borrower, of any other non-cash
consideration, including Equity Interests in Seagate Ireland or any Subsidiary
(other than Intermediate Holdings)) plus the aggregate principal amount of all
Indebtedness otherwise incurred or assumed by Seagate Ireland, the Borrower or
any Subsidiary in connection with such acquisition (including Indebtedness of
any acquired Person outstanding at the time of such acquisition) exceeds the
amount that is equal to 5% of Consolidated Total Assets as of the end of the
fiscal year of Seagate Ireland (or, prior to the end of the first fiscal year
of Seagate Ireland ending after the First Amendment Effective Date,
Intermediate Holdings) most recently ended at or prior to such time.


 


(l)            The definition of “Material Adverse Effect”
set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting
the term “Intermediate Holdings” in clause (a) thereof and substituting in
lieu thereof the term “Seagate Ireland” and (ii) inserting immediately
before the term “Intermediate Holdings” in clause (b) thereof the phrase “Seagate
Ireland,”.


 


(m)          The definition of “Material Sale” set forth
in Section 1.01 of the Credit Agreement is hereby amended by deleting such
definition in its entirety and substituting in lieu thereof the following:


 


4

















 


“Material Sale” means, at any time, any sale,
transfer or other disposition of any property or asset of Seagate Ireland, the
Borrower or any Subsidiary that is permitted hereunder and for which all
consideration paid or otherwise delivered to Seagate Ireland, the Borrower and
the Subsidiaries in connection with such sale, transfer or other disposition
(including the principal amount of any Indebtedness issued as deferred purchase
price and the fair market value, determined reasonably and in good faith by the
Borrower, of any other non-cash consideration, including Equity Interests) plus
the aggregate principal amount of all Indebtedness of Seagate Ireland, the
Borrower and the Subsidiaries assumed by the purchaser of such property or
asset in connection with such sale (including Indebtedness of any Person sold,
transferred or disposed of by Seagate Ireland, the Borrower or any Subsidiary
that is assumed by the purchaser of such Person in connection with such sale)
exceeds the amount that is equal to 5% of Consolidated Total Assets as of the
end of the fiscal year of Seagate Ireland (or, prior to the end of the first
fiscal year of Seagate Ireland ending after the First Amendment Effective Date,
Intermediate Holdings) most recently ended at or prior to such time.


 


(n)           The definition of “Net Leverage Ratio” set
forth in Section 1.01 of the Credit Agreement is hereby amended by
deleting such definition in its entirety and substituting in lieu thereof the
following:


 


“Net Leverage Ratio” means, on any date, the
ratio of (a) the excess of (i) Funded Indebtedness as of such date (excluding
any refinancing or replacement Indebtedness incurred pursuant to Section 6.01(a)(ii) or
Section 6.01(a)(iii) that is outstanding as of such date the Net
Proceeds of which are held by the Administrative Agent on such date in an
escrow account in accordance with the terms of such Section) over (ii) the
sum of (A) the amount of cash held by Seagate Ireland, the Borrower or any
Subsidiary and (B) the carrying value of Permitted Investments that would
be reflected as cash or short-term investments on a consolidated balance sheet
of Seagate Ireland on such date to (b) Consolidated EBITDA for the period
of four consecutive fiscal quarters of Seagate Ireland (or, prior to the end of
the first four fiscal quarters of Seagate Ireland ending after the First Amendment
Effective Date, Intermediate Holdings) ended on such date (or, if such date is
not the last day of a fiscal quarter, ended on the last day of the fiscal
quarter of Seagate Ireland or Intermediate Holdings, as applicable, most
recently ended prior to such date).


 


(o)           The definition of “Permitted Obligation” set forth
in Section 1.01 of the Credit Agreement is hereby amended by deleting the
definition in its entirety and substituting in lieu thereof the following:


 


“Permitted Obligation” means an obligation of
Seagate Ireland, the Borrower or any Subsidiary (for purposes of this
definition, a “Primary Obligor”) not constituting Indebtedness, provided
(a) such obligation is entered into in the ordinary course of such Primary
Obligor’s business, (b) any Guarantee of such obligation by Seagate
Ireland or Intermediate Holdings or, in the case of any such obligation of
Seagate Ireland or any Subsidiary, the Borrower, is given in the ordinary
course of business of Seagate Ireland, Intermediate Holdings or the Borrower,
as the case may be, and (c) any Guarantee of such obligation is reasonably
consistent with the practices of Seagate Ireland, Intermediate Holdings and the
Borrower and reasonably necessary to permit the Primary Obligor to incur such
obligation.


 


(p)           The definition of “Permitted Receivables
Financing” set forth in Section 1.01 of 


 


5

















 


the Credit Agreement is hereby amended by inserting the parenthetical “(other
than Intermediate Holdings)” immediately after the first reference to the term “Subsidiary”
therein.


 


(q)           The definition of “Platinum Leases” set forth
in Section 1.01 of the Credit Agreement is hereby amended by inserting the
parenthetical “(other than Intermediate Holdings)” immediately after the first
reference to the term “Subsidiary” therein.


 


(r)            The definition of “Senior Notes Documents”
set forth in Section 1.01 of the Credit Agreement is hereby amended by
inserting immediately before the “.” at the end thereof the phrase “or Seagate
Ireland”.


 


3.             Amendments to Articles II, III,
V, VI, VII, VIII and IX. Article II, Article III (other
than the lead-in to Article III and Sections 3.02, 3.04(a), 3.04(b), 3.06,
3.11, 3.12, 3.13 and 3.14 thereof), Article V (other than the lead-in to Article V,
the lead-in and last paragraph to Section 5.02 and Sections 5.03(a) and
5.13(a) thereof), Article VI (other than the lead-ins to Article VI
and Section 6.07 and Sections 6.01(a)(vii), 6.01(a)(ix), 6.01(b), 6.03,
6.04(p), 6.05(g), 6.07(e), 6.09, 6.12 and 6.13 thereof), Article VII
(other than Sections 7.01(d) and 7.02 thereof), Article VIII and Article IX
(other than Sections 9.02(a), 9.03(d), 9.04(b)(iv), 9.04(e), 9.04(h), 9.09(b),
9.09(c) and 9.09(d)) of the Credit Agreement shall each be amended by deleting
each reference to the term “Intermediate Holdings” and substituting in lieu
thereof the term “Seagate Ireland”.


 


4.             Amendment Article III. (a) The lead-in to Article III
is hereby amended by inserting immediately before the term “Intermediate
Holdings” the phrase “Seagate Ireland,”.


 


(b)           Section 3.02 of the
Credit Agreement is hereby amended by inserting immediately before the term “Intermediate
Holdings” the phrase “Seagate Ireland,”.


 


(c)           Section 3.06 of the
Credit Agreement is hereby amended by (i) inserting the phrase “Seagate
Ireland,” immediately after the phrase “to the knowledge of” therein and (ii) replacing
the second reference to the term “Intermediate Holdings” in such Section with
the term “Seagate Ireland”.


 


(d)           Section 3.11 of the
Credit Agreement is hereby amended by inserting the phrase “Seagate Ireland,”
immediately before each reference to the term “Intermediate Holdings” therein.


 


(e)           Section 3.13 of the
Credit Agreement is hereby amended by (i) inserting the phrase “Seagate
Ireland,” immediately before the second reference to the term “Intermediate
Holdings” therein and (ii) replacing the third reference to the term “Intermediate
Holdings” therein with the term “Seagate Ireland”.


 


(f)            Section 3.14 of the
Credit Agreement is hereby amended by replacing the third, fourth, fifth, sixth
and seventh references to the term “Intermediate Holdings” with the term “Seagate
Ireland”.


 


5.             Amendment to Section 4.02.  Section 4.02 of the Credit Agreement is
hereby amended by inserting the term “Seagate Ireland,” immediately prior to
the term “Intermediate Holdings” therein.


 


6.             Amendments to Article V.  (a) The lead-in to Article V is
hereby amended by inserting immediately before the term “Intermediate Holdings”
the phrase “Seagate Ireland,”.


 


6

















 


(b)           Paragraph (c) of
Section 5.01 is hereby amended by inserting the phrase “Seagate Ireland,”
immediately after the phrase “Material Acquisitions that have been consummated
by” therein.


 


(c)           The lead-in to Section 5.02
of the Credit Agreement is hereby amended by (i) inserting immediately
before the term “Intermediate Holdings” the phrase “Seagate Ireland,” and (ii) inserting
immediately before the phrase “Intermediate Holdings’s’” the phrase “Seagate
Ireland’s,”.


 


(d)           The last paragraph of Section 5.02
of the Credit Agreement is hereby amended by inserting immediately before the
term “Intermediate Holdings” the phrase “Seagate Ireland,”.


 


(e)           Section 5.03(a) of
the Credit Agreement is hereby amended by inserting immediately before each
reference in such Section to the term “Intermediate Holdings” the phrase “Seagate
Ireland,”.


 


7.             Amendments to Article VI.


 


(a)          The lead-in to Article VI is hereby amended by
inserting immediately before the term “Intermediate Holdings” the phrase “Seagate
Ireland,”.


 


(b)           Section 6.01(a)(vii) of
the Credit Agreement is hereby amended by (i) deleting the first three
references in such Section to the term “Intermediate Holdings” and
substituting in lieu thereof the term “Seagate Ireland” and (ii) inserting
immediately following the fourth reference to the term “Intermediate Holdings”
in such Section the parenthetical “(in the case of Seagate Ireland)”.


 


(c)           Section 6.01(a)(ix) of
the Credit Agreement is hereby amended by deleting the second reference in such
Section to the term “Intermediate Holdings” and substituting in lieu
thereof the phrase “Seagate Ireland (or, prior to the end of the first fiscal
quarter of Seagate Ireland ending after the First Amendment Effective Date,
Intermediate Holdings)”.


 


(d)           Section 6.01(b) of
the Credit Agreement is hereby amended by (i) inserting immediately before
the first reference to the term “Intermediate Holdings” the phrase “Seagate
Ireland,” and (ii) deleting the second reference to the term Intermediate
Holdings and substituting in lieu thereof the term “Seagate Ireland”.


 


(e)           Section 6.03(a) of
the Credit Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:


 


(a) None
of Seagate Ireland, Intermediate Holdings or the Borrower will, and will not
permit any of their respective subsidiaries to, merge into or consolidate with
any other Person, or permit any other Person to merge into or consolidate with
Seagate Ireland, Intermediate Holdings, the Borrower or any of their respective
subsidiaries, or liquidate or dissolve, nor will Seagate Ireland, Intermediate
Holdings or the Borrower sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all the assets
of the Borrower and the Subsidiaries, taken as a whole (whether directly or
through the sale, transfer, lease or other disposition of the assets of one or
more Subsidiaries), except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing, (i) any



 


7

















 


Person
may merge with Seagate Ireland, Intermediate Holdings or the Borrower in a
transaction in which the surviving entity is a Person organized or existing
under the laws of the United States of America, any State thereof, the District
of Columbia, the Cayman Islands or, except in the case of the Borrower, Ireland
and, if such surviving entity is not Seagate Ireland, Intermediate Holdings or
the Borrower, as the case may be, such Person expressly assumes, in writing,
all the obligations of Seagate Ireland, Intermediate Holdings or the Borrower,
as the case may be, under the Loan Documents, (ii) any Person may merge
into any Subsidiary (other than Intermediate Holdings) in a transaction in
which the surviving entity is a Subsidiary (other than Intermediate Holdings)
and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary
Loan Party, (iii) any Subsidiary (other than Intermediate Holdings) may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders, (iv) the transactions
constituting the Irish Redomiciliation Transaction shall be permitted and (v) the
Borrower may transfer its equity interests in Seagate Technology (US) Holdings, Inc.
and Seagate Technology International to New Cayco, provided that New
Cayco shall have become a Subsidiary Loan Party and shall have complied with
the Collateral and Guarantee Requirement; provided that any such merger
involving a Person that is not a wholly owned Subsidiary of the Borrower
immediately prior to such merger shall not be permitted unless also permitted
by Sections 6.04 and 6.08.


 


(f)            Section 6.03(b) of
the Credit Agreement is hereby amended by inserting immediately before the
first reference to the term “Intermediate Holdings” the phrase “Seagate
Ireland,”.


 


(g)           Section 6.04
of the Credit Agreement is hereby amended by (i) inserting the
parenthetical “(other than Intermediate Holdings)” immediately after the term “Subsidiary”
in clause (h) thereof, (ii) deleting the first and third
references to the term “Intermediate Holdings” in clause (p) thereof and
substituting in lieu thereof the term “Seagate Ireland”, (iii) deleting
the second reference to the term “Intermediate Holdings” in clause (p) thereof
and substituting in lieu thereof the phrase “Seagate Ireland (or, prior to the
end of the first fiscal quarter of Seagate Ireland ending after the First
Amendment Effective Date, Intermediate Holdings)”, (iv) deleting the “and”
at the end of clause (p) thereof, (v) deleting the “.” at the end of
clause (q) thereof and substituting in lieu thereof “; and” and (vi) inserting
the following new clause (r):


 


(r) the
transactions constituting the Irish Redomiciliation Transaction shall be
permitted.


 


(h)           Section 6.05 of the
Credit Agreement is hereby amended by (i) deleting the first reference to
the term “Intermediate Holdings” in clause (g) thereof and substituting in
lieu thereof the term “Seagate Ireland”, (ii) deleting the second
reference to the term “Intermediate Holdings” in clause (g) thereof and
substituting in lieu thereof the phrase “Seagate Ireland (or, prior to the end
of the first fiscal year of Seagate Ireland ending after the First Amendment
Effective Date, Intermediate Holdings)”, (iii) deleting the “and” at the
end of clause (j) thereof, (iv) deleting the “,” at the end of clause
(k) thereof and substituting in lieu thereof “; and” and (v) inserting
the following new clause (l):


 


(l) the
transactions constituting the Irish Redomiciliation Transaction shall be
permitted.


 


8






 












 


(i)            Section 6.07 of the
Credit Agreement is hereby amended by (i) deleting the phrase “The Borrower
will not, and Intermediate Holdings and the Borrower” in the lead-in thereto
and substituting in lieu thereof the phrase “Each of Seagate Ireland and the Borrower
will not, and”, (ii) inserting
the parenthetical “(other than Intermediate Holdings, except to the extent that
Intermediate Holdings is declaring and paying dividends or distributions to
Seagate Ireland with the proceeds of any Restricted Payment made by the
Borrower to Intermediate Holdings pursuant to, and in accordance with, clause (d) or
(e) of this Section 6.07)” immediately after the text “Subsidiaries”
in clause (b) thereof, (iii) deleting the “and” at the
end of clause (d) thereof, (iv) deleting the “.” at the end of clause
(e) thereof and substituting in lieu thereof “; and” and (v) inserting
the following new clause (f):


 


(f) the Transactions constituting the Irish Redomiciliation
Transaction shall be permitted.


 


(j)            Section 6.08 of the Credit
Agreement is hereby amended by (i) deleting the “and” at the end of clause
(d) thereof and substituting in lieu thereof a “,” and (ii) deleting
the “.” at the end of clause (e) thereof and substituting in lieu thereof “and
(f) the transactions constituting the Irish Redomiciliation Transaction
shall be permitted”.


 


(k)           Section 6.09 of the
Credit Agreement is hereby amended by (i) replacing the phrase “Intermediate
Holdings and the Borrower” in clause (a) thereof with the phrase “any Loan
Party” and (ii) deleting each other reference to the term “Intermediate
Holdings” in such section and substituting in lieu thereof the term “Seagate
Ireland”.


 


(l)            Section 6.10 of the
Credit Agreement is hereby amended by inserting immediately before the “.” at
the end thereof the parenthetical “(it being understood that any amendments or
modifications made to the Senior Note Documents or the organizational documents
of the Borrower for the sole purpose of permitting the Irish Redomiciliation
Transaction, to the extent such amendments and modifications are consistent
with the amendments and modifications made to this Agreement pursuant to the
First Amendment, shall be deemed not to be materially adverse to the Lenders
for purposes of this Section 6.10)”.


 


(m)          Section 6.11 of the
Credit Agreement is hereby amended by inserting after the phrase “four
consecutive fiscal quarters” the phrase “of Seagate Ireland (or, prior to the
end of the first four fiscal quarters of Seagate Ireland ending after the First
Amendment Effective Date, Intermediate Holdings)”.


 


(n)           Section 6.12 of the
Credit Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:


 


Section 6.12 Net
Leverage Ratio.  Seagate Ireland will
not permit the Net Leverage Ratio to exceed 1.50 to 1.00 as of the last day of
any fiscal quarter of Seagate Ireland.


 


(o)           Section 6.13 of the
Credit Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:


 


Section 6.13 Minimum
Liquidity.  Seagate Ireland will not
permit the Liquidity Amount to be less than $500,000,000 at any time.


 


(o)           Section 6.14 of the
Credit Agreement is hereby amended by inserting the


 


9

















 


parenthetical “(other than
Intermediate Holdings)” immediately after the phrase “any Subsidiary” in the
proviso thereto.


 


8.             Amendments to Article VII. (a) Paragraph (d) of
Section 7.01 is hereby amended by adding the phrase “Seagate Ireland,”
immediately prior to each reference to the term “Intermediate Holdings”
therein.


 


(b)           Section 7.02 of the
Credit Agreement is hereby amended by (i) inserting the
parenthetical “(other than Intermediate Holdings)” immediately after the second
reference to the term “Subsidiary” therein and (ii) deleting the
term “Intermediate Holdings” and substituting in lieu thereof the phrase “Seagate
Ireland (or, prior to the end of the first fiscal quarter of Seagate Ireland
ending after the First Amendment Effective Date, Intermediate Holdings)”.


 


9.             Amendments to Article IX.  (a)          Paragraph (a) of Section 9.02 of the
Credit Agreement is hereby amended by adding the phrase “Seagate Ireland,”
immediately prior to each reference to the term “Intermediate Holdings”
therein.


 


(b)           Paragraph (d) of Section 9.03
of the Credit Agreement is hereby amended by (i) replacing the word “neither”
therein with the phrase “none of Seagate Ireland,” and (ii) inserting the
phrase “Seagate Ireland,” immediately prior to the second reference to the term
“Intermediate Holdings” therein.


 


(c)           Clause (iv) of
paragraph (b) of Section 9.04 of the Credit Agreement is hereby
amended by inserting the phrase “Seagate Ireland,” immediately before the term “Intermediate
Holdings” therein.


 


(d)           Paragraph (e) of Section 9.04
of the Credit Agreement is hereby amended by inserting the phrase “Seagate
Ireland,” immediately before the term “Intermediate Holdings” in clause (iii) of
the proviso to clause (i) thereof.


 


(e)           Paragraph (h) of Section 9.04
of the Credit Agreement is hereby amended by inserting the phrase “Seagate
Ireland,” immediately before the term “Intermediate Holdings” therein.


 


(f)            Paragraphs (b), (c) and
(d) of Section 9.09 of the Credit Agreement are hereby amended by
inserting the phrase “Seagate Ireland,” immediately before each reference to
the term “Intermediate Holdings” therein.


 


10.           Waivers. (a) Notwithstanding
anything to the contrary contained herein, the transfer by the Borrower of its
equity interests in Seagate Technology (US) Holdings, Inc. and Seagate
Technology International to New Cayco on or after the First Amendment Waiver
Date (as defined in Section 12(a) below) shall not be deemed to
violate Section 6.03(a) of the Credit Agreement, provided that
New Cayco shall have become a Subsidiary Loan Party and shall have complied
with the Collateral and Guarantee Requirement on or prior to the First
Amendment Waiver Date.


 


(b)           The breach of
any provision of Sections 6.03, 6.04, 6.05, 6.07 or 6.08 of the Credit
Agreement resulting from any of the transactions necessary to consummate the
Transaction shall be waived to the extent, but only to the extent, necessary to
consummate the Transaction.


 


10

















 


11.           Agreements. Seagate
Ireland hereby agrees that each fiscal quarter and the fiscal year of Seagate
Ireland shall coincide with the respective fiscal quarter and the fiscal year
of Intermediate Holdings, in each case in effect as of the date hereof.


 


12.           Effectiveness. (a) The
waiver set forth in Section 10(a) of this Amendment shall become
effective on the first date (such date, the “First Amendment Waiver Date”)
on which the following conditions precedent shall have been satisfied:


 


(i)            Amendment.  The Administrative Agent shall have received
this Amendment, duly executed and delivered by the Borrower, Seagate Ireland,
Intermediate Holdings and the Required Lenders.


 


(ii)           New Cayco Guarantee.  The Administrative Agent shall have received
a supplement or joinder, as applicable, to each of the U.S. Security Agreement,
the U.S. Pledge Agreement, the U.S. Guarantee Agreement, the Indemnity,
Subrogation and Contribution Agreement and the Intercreditor Agreement, in each
case duly executed and delivered by New Cayco.


 


(iii)          Collateral Security
Documents.  The
Administrative Agent shall have received (i) a first priority charge over
shares under the laws of the Cayman Islands in favor of the Administrative
Agent with respect to the pledge of shares of New Cayco held by the Borrower to
secure the Obligations (the “New Cayco Pledge”), (ii) a first
priority charge over shares under the laws of the Cayman Islands in favor of
the Administrative Agent with respect to the pledge of shares of Seagate
Technology International held by New Cayco to secure the Obligations, in form
and substance reasonably satisfactory to the Administrative Agent (it being
understood that a charge over shares in the form of Exhibit D-2 to the
Credit Agreement shall be deemed to be in a form satisfactory to the
Administrative Agent) and (iii) a first priority deed of charge under the
laws of the Cayman Islands in favor of the Administrative Agent, executed and
delivered by New Cayco, in form and substance reasonably satisfactory to the
Administrative Agent (it being understood that a deed of charge in the form of Exhibit C-2
to the Credit Agreement shall be deemed to be in a form satisfactory to the
Administrative Agent).


 


(iv)          Corporate authority, etc. The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to (A) the
organization or incorporation, existence and good standing of New Cayco and the
authorization by New Cayco of the execution, delivery and performance of the
Loan Documents to which New Cayco is to be a party and (B) the
authorization by the Borrower of the execution, delivery and performance of
this Amendment and the New Cayco Pledge, all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.


 


(v)           Representations and
Warranties. The representations and warranties of each Loan
Party set forth in the Loan Documents to which it is a party shall be true and
correct in all material respects on and as of the First Amendment Waiver Date,
except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date).


 


(vi)          No Default.  After giving effect to this Amendment (as in
effect as of the First Amendment Waiver Date), no Default shall have occurred
and be continuing.


 


11

















 


(vii)         Opinion. The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the First Amendment
Waiver Date) of each of Simpson Thacher & Bartlett LLP and Maples and
Calder, in each case covering such matters relating to New Cayco, the Borrower
and the transactions contemplated hereby in connection therewith as the
Administrative Agent shall reasonably request.


 


(viii)        Expenses. The
Administrative Agent shall have received payment of all expenses required to be
paid or reimbursed by the Borrower pursuant to Section 18 hereof.


 


(b)           The amendments
set forth in Sections 2 through 10 (other than Section 10(a), which shall
become effective in accordance with Section 12(a) above) of this
Amendment shall become effective on the date of consummation of the Transaction
and the receipt by the Administrative Agent of reasonably satisfactory evidence
thereof (the “First Amendment Effective Date”), provided that the
following conditions precedent shall have been satisfied on or prior to such
date:


 


(i)            Amendment.  The Administrative Agent shall have received
this Amendment, duly executed and delivered by the Borrower, Seagate Ireland,
Intermediate Holdings and the Required Lenders.


 


(ii)           Seagate Ireland Guarantee.  The Administrative Agent shall have received
a joinder to each of the U.S. Guarantee Agreement, the Indemnity, Subrogation
and Contribution Agreement and the Intercreditor Agreement, in each case duly
executed and delivered by Seagate Ireland.


 


(iii)          Collateral Security
Documents.  The
Administrative Agent shall have received (i) a first priority debenture
under the laws of Ireland granting a Lien on substantially all of Seagate
Ireland’s assets in favor of the Administrative Agent to secure the Obligations
and (ii) a first priority charge over shares under the laws of the Cayman
Islands in favor of the Administrative Agent with respect to the pledge of
shares of Intermediate Holdings held by Seagate Ireland to secure the
Obligations, in each case in form and substance reasonably satisfactory to the
Administrative Agent (it being understood that, in the case of clause (ii), a
charge over shares in the form of Exhibit D-2 to the Credit Agreement
shall be deemed to be in a form satisfactory to the Administrative Agent).


 


(iv)          Corporate authority, etc. The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization or incorporation, existence and good standing of Seagate Ireland
and the authorization by Seagate Ireland, Intermediate Holdings and the
Borrower of the execution, delivery and performance of this Amendment and, in
the case of Seagate Ireland, the other Loan Documents to which Seagate Ireland
is to be a party, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.


 


(v)           Representations and
Warranties. The representations and warranties of each Loan
Party set forth in the Loan Documents to which it is a party shall be true and
correct in all material respects on and as of the First Amendment Effective Date,
except to the extent such representations and warranties expressly relate to an
earlier date (in 


 


12

















 


which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date).


 


(vi)          No Default.  After giving effect to this Amendment (as in
effect as of the First Amendment Effective Date), no Default shall have
occurred and be continuing.


 


(vii)         Fees; Expenses. The
Administrative Agent shall have received payment of (i) the Amendment Fee
(as defined in Section 14 hereof) and (ii) all expenses required to
be paid or reimbursed by the Borrower pursuant to Section 18 hereof.


 


(viii)        Opinion. The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated on or prior to the First
Amendment Effective Date) of each of Simpson Thacher & Bartlett LLP,
Maples and Calder, and Arthur Cox, in each case covering such matters relating
to Seagate Ireland, the Transaction and the other transactions contemplated
hereby in connection therewith as the Administrative Agent shall reasonably
request.


 


13.           Representation and Warranty.  Each of Seagate Ireland, Intermediate
Holdings and the Borrower represents and warrants to the Administrative Agent
and to each of the Lenders that this Amendment has been duly authorized,
executed and delivered by it and constitutes a legal, valid and binding
obligation of Seagate Ireland, Intermediate Holdings and the Borrower,
enforceable against each of them in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws affecting creditors’ rights generally and to general
principles of equity and an implied covenant of good faith and fair dealing,
regardless of whether considered in a proceeding in equity or at law.


 


14.           Amendment Fee.  In consideration of the agreements of the
Lenders contained in this Amendment, the Borrower agrees to pay to the Administrative
Agent, for the account of each Lender that delivers an executed counterpart of
this Amendment prior to 5:00 p.m., New York City time, on March 1,
2010, an amendment fee (the “Amendment Fee”) in an amount equal to 0.05%
of the sum of such Lender’s (a) unused Commitment and (b) Revolving
Exposure, in each case immediately prior to the First Amendment Effective Date;
provided that such Amendment Fee shall not be payable unless and until
this Amendment becomes effective as provided in Section 12(b) hereof.


 


15.           Continuing Effect of the
Credit Agreement.  This
Amendment shall not constitute an amendment of any other provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
a waiver or consent to any further or future action on the part of Seagate
Ireland, Intermediate Holdings or the Borrower that would require a waiver or
consent of the Lenders or the Administrative Agent.  Except as expressly amended hereby, the
provisions of the Credit Agreement are and shall remain in full force and
effect.  After the effectiveness of
this Amendment, any reference in the Loan Documents to the Credit Agreement
shall mean the Credit Agreement as modified hereby.  This Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement and the other Loan
Documents.


 


16.           Counterparts.  This Amendment 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 instrument. 
Delivery of an executed counterpart of a signature page of this
Amendment by telecopy or Adobe .pdf shall be effective as delivery of a
manually executed counterpart of this Amendment.


 


13

















 


17.           GOVERNING LAW.  (a) THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


(b)           EACH PARTY
HERETO AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT AS IF
SUCH SECTION WERE SET FORTH IN FULL HEREIN.


 


18.           Expenses.  The Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable and documented out-of-pocket
costs and expenses incurred in connection with the preparation, negotiation and
execution of this Amendment and the other Loan Documents executed in connection
herewith, including, without limitation, the reasonable and documented fees and
disbursements of counsel to the Administrative Agent.


 


19.           Seagate Ireland.  By executing this Amendment, upon the First
Amendment Effective Date, Seagate Ireland shall become a party to the Credit
Agreement with such force and effect as if Seagate Ireland were an original
signatory to the Credit Agreement.


 


20.           Headings.  The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.


 


14

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


 


 


	
   

  	
  SEAGATE TECHNOLOGY PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth M.
  Massaroni

  
	
   

  	
   

  	
  Name: Kenneth M. Massaroni

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEAGATE TECHNOLOGY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth M.
  Massaroni

  
	
   

  	
   

  	
  Name: Kenneth M. Massaroni

  
	
   

  	
   

  	
  Title: Senior Vice
  President, Secretary & General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEAGATE TECHNOLOGY HDD
  HOLDINGS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth M.
  Massaroni

  
	
   

  	
   

  	
  Name: Kenneth M. Massaroni

  
	
   

  	
   

  	
  Title: Director

  



 


[Signature
Page to First Amendment and Waiver to the Credit Agreement]


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,
  as Administrative Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sharon Bazbaz

  
	
   

  	
   

  	
  Name: Sharon Bazbaz

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Signature
Page to First Amendment and Waiver to the Credit Agreement]


 

















 


	
   

  	
  Bank
  of America N.A.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sugeet Manchanda Madan

  
	
   

  	
   

  	
  Name:

  	
  Sugeet
  Manchanda Madan

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 

















 


	
   

  	
  Fifth
  Third Bank,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary S. Losey

  
	
   

  	
   

  	
  Name:

  	
  Gary
  S. Losey

  
	
   

  	
   

  	
  Title:

  	
  VP
  Corporate Banking

  



 

















 


	
   

  	
  KeyBank
  National Association,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Raed Alfayoumi

  
	
   

  	
   

  	
  Name:

  	
  Raed
  Alfayoumi

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  The
  Bank of Nova Scotia,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Teresa Wu

  
	
   

  	
   

  	
  Name:

  	
  Teresa
  Wu

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  Wachovia
  Bank, National Association,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tray Jones

  
	
   

  	
   

  	
  Name:

  	
  Tray
  Jones

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  MORGAN
  STANLEY BANK, N.A.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ryan Vetsch

  
	
   

  	
   

  	
  Name:

  	
  Ryan
  Vetsch

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 

















 


	
   

  	
  Mizuho
  Corporate Bank, Ltd.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Raymond Ventura

  
	
   

  	
   

  	
  Name:

  	
  Raymond
  Ventura

  
	
   

  	
   

  	
  Title:

  	
  Deputy
  General Manager

  



 

















 


	
   

  	
  GOLDMAN
  SACHS CREDIT PARTNERS, LP,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Makrinos

  
	
   

  	
   

  	
  Name:

  	
  John
  Makrinos

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 

















 


	
   

  	
  BNP
  Paribas,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mathew Harvey

  
	
   

  	
   

  	
  Name:

  	
  Mathew
  Harvey

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary-Ann Wong

  
	
   

  	
   

  	
  Name:

  	
  Mary-Ann
  Wong

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  The
  Bank of Tokyo-Mitsubishi UFJ, Ltd.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Victor Pierzchalski

  
	
   

  	
   

  	
  Name:

  	
  Victor
  Pierzchalski

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory