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: