Amendent No. 2 to Credit Agreement



 EXHIBIT 10.22 
  
 AMENDMENT No. 2 dated as of January 28, 2004 (this “Amendment”), to the Credit Agreement
dated as of May 13, 2002, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SEAGATE TECHNOLOGY HOLDINGS, 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 “Cayman Borrower”), SEAGATE TECHNOLOGY (US) HOLDINGS,
INC., a Delaware corporation (the “U.S. Borrower”), the Lenders party thereto and JPMORGAN CHASE BANK, as Administrative Agent. 
  
         A.    The Borrowers and Intermediate Holdings have requested that the Lenders agree to
amend certain provisions of the Credit Agreement as set forth herein. 
  
         B.    The undersigned Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein. 
  
         C.    Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. 
  
 SECTION 1.    Amendment to Section
6.08(a).    Section 6.08(a) of the Credit Agreement is hereby amended by deleting clause “(x)(C)” and inserting the following new clause “(x)(C)”; 
  
 “and (C) the amount of all Intermediate Holdings
Dividends during any period of four consecutive fiscal quarters may not exceed $150,000,000 (such excess amount, the “Excess Dividend”) unless (x) immediately prior to giving effect to such Intermediate Holdings Dividend, there are
Term Loans outstanding in an amount equal to or greater than the product of (1) the Excess Dividend and (2) ten (such product, the “Excess Dividend Prepayment Amount”) and (y) the Borrowers shall, at the time of the Intermediate
Holdings Dividend giving rise to the Excess Dividend, prepay Term Loans in accordance with Section 2.11(d) and (e) in an amount equal to the Excess Dividend Prepayment Amount.” 
  
 SECTION 2.    Representations and Warranties.    Each of Intermediate
Holdings and the Borrowers represents and warrants to the Lenders with respect to itself and its subsidiaries that: 
  
 (a) This Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of such party hereto,
enforceable against it in accordance with its terms. 
  
 (b) After
giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date
hereof, except to the extent such representations and warranties expressly relate to an earlier date. 







 (c) After giving effect to this Amendment, no Event of Default or Default has occurred and is continuing.

  
 SECTION 3.    Conditions to
Effectiveness.    This Amendment shall become effective as of January 28, 2004, when (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of
Intermediate Holdings, the Borrowers and the Required Lenders, (b) the representations and warranties set forth in Section 2 hereof are true and correct, and (c) all fees and expenses required to be paid or reimbursed by the Borrowers pursuant
hereto, the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent, shall have been paid or reimbursed, as applicable. 
  
 SECTION 4.    Credit Agreement.    Except as specifically amended hereby, the
Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended hereby.
This Amendment shall be a Loan Document for all purposes. 
  
 SECTION 5.    Applicable Law.    THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 SECTION
6.    Counterparts.    This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement.
Delivery of an executed signature page to this Amendment by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment. 
  
 SECTION 7.    Expenses.    The Borrowers agree to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. 
  
 SECTION 8.    Headings.    The
headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 







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

							
	SEAGATE TECHNOLOGY HOLDINGS,
			
	 	 	 by
	 	 /s/    CHARLES C. POPE


	 	 	 	 	Name:	 	Charles C. Pope
	 	 	 	 	Title:	 	Executive Vice President & CFO


  

							
	SEAGATE TECHNOLOGY HDD HOLDINGS,
			
	 	 	 by
	 	 /s/    CHARLES C. POPE


	 	 	 	 	Name:	 	Charles C. Pope
	 	 	 	 	Title:	 	Executive Vice President & CFO


  

							
	SEAGATE TECHNOLOGY (US) HOLDINGS, INC.,
			
	 	 	 by
	 	 /s/    CHARLES C. POPE


	 	 	 	 	Name:	 	Charles C. Pope
	 	 	 	 	Title:	 	Executive Vice President & CFO


  

							
	JPMORGAN CHASE BANK,
			
	 	 	 by
	 	 /s/    WILLIAM RINDFUSS


	 	 	 	 	Name:	 	William Rindfuss
	 	 	 	 	Title:	 	Vice President