Exhibit
10.13


 


SUPPLEMENT NO. 2 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.


 


 


	
   

  	
   

  	
  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 Intercreditor Agreement]


 

















 


	
   

  	
   

  	
  JPMORGAN CHASE
  BANK, N.A.,

  
	
   

  	
   

  	
  as
  First Priority Representative,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Sharon Bazbaz

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Sharon
  Bazbaz

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


[Signature
Page to Supplement No. 2 to the Intercreditor Agreement]


 

















 


	
   

  	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  
	
   

  	
   

  	
  ASSOCIATION, as Second
  Priority Representative,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Maddy Hall

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Maddy
  Hall

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


[Signature
Page to Supplement No. 2 to the Intercreditor Agreement]