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