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