Seagate 2011 Annual Report Download - page 167

Exhibit 10.49
SUPPLEMENT NO. 2 TO
THE INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT
SUPPLEMENT NO. 2 dated as of February 22, 2012 (this “ Supplement ”), to the Indemnity, Subrogation and Contribution
Agreement dated as of January 18, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Indemnity,
Subrogation and Contribution Agreement ”), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (“ STX ”
),
SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws of the Cayman Islands (the “ Borrower ”),
each of
the subsidiaries of STX listed on Schedule I hereto (each such subsidiary individually, a “ Subsidiary ” and, collectively, the “ Subsidiaries ”;
and each such Subsidiary, the Borrower and STX, individually, a “ Guarantor ” and, collectively, the “ Guarantors ”) and THE BANK OF
NOVA SCOTIA, as administrative agent (in such capacity, the
“ Administrative Agent ”) for the Secured Parties (as defined in the Credit
Agreement referred to below).
A. Reference is made to (a) the Credit Agreement dated as of January 18, 2011 (as amended, supplemented or otherwise
modified from time to time, the “ Credit Agreement ”), among the Borrower, STX, the lenders from time to time party thereto (the “ Lenders ”)
and the Administrative Agent, and (b) the U.S. Guarantee Agreement dated as of January 18, 2011 (as amended, supplemented or otherwise
modified from time to time, the “ U.S. Guarantee Agreement ”), among the Guarantors (as defined therein) and the Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Indemnity, Subrogation and Contribution Agreement and the Credit Agreement.
C. The Borrower, STX and the other Guarantors have entered into the Indemnity, Subrogation and Contribution Agreement in
order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Pursuant to Section 5.13 of the Credit Agreement
and the Collateral and Guarantee Requirement, each Subsidiary Loan Party that is formed or acquired after the Effective Date, and that is
required to execute the U.S. Guarantee Agreement, is required to execute the Indemnity, Subrogation and Contribution Agreement. Section 12
of the Indemnity, Subrogation and Contribution Agreement provides that additional Subsidiaries may become Guarantors under the Indemnity,
Subrogation and Contribution Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned
Subsidiary (the “ New Guarantor ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a
Guarantor under the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make additional Loans and the
Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.
Accordingly, the Administrative Agent and the New Guarantor agree as follows:
SECTION 1. In accordance with Section 12 of the Indemnity, Subrogation and Contribution Agreement, the New
Guarantor by its signature below becomes a Guarantor under