Seagate 2011 Annual Report Download - page 170

Exhibit 10.50
SUPPLEMENT NO. 3 TO THE U.S. GUARANTEE AGREEMENT
This SUPPLEMENT NO. 3 dated as of March 19, 2012 (this “ Supplement ”),
to the U.S. Guarantee Agreement dated as of January 18,
2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “ U.S. Guarantee 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 from time to time party
thereto (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 the Credit Agreement dated as of January 18, 2011 (as amended, supplemented or otherwise modified from
time to time, the “ Credit Agreement ”) , among STX, the Borrower, the lenders from time to time party thereto (the “ Lenders ”) and the
Administrative Agent .
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the U.S.
Guarantee Agreement and the Credit Agreement.
C. The Guarantors have entered into the U.S. Guarantee 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, certain
Subsidiaries formed or acquired after the Effective Date are required to execute a Guarantee Agreement. Section 20 of the U.S. Guarantee
Agreement provides that additional Subsidiaries may become Guarantors under the U.S. Guarantee 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 U.S. Guarantee 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 20 of the U.S. Guarantee Agreement, the New Guarantor by its signature below becomes a
Guarantor under the U.S. Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New
Guarantor hereby (a) agrees to all the terms and provisions of the U.S. Guarantee Agreement applicable to it as a Guarantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date
hereof, except to the extent a representation and warranty expressly relates solely to a specific date, in which case such representation and
warranty shall be true and correct on such date. Each reference to a “Guarantor” in the U.S. Guarantee Agreement shall be deemed to include
the New Guarantor. The U.S. Guarantee Agreement is hereby incorporated herein by reference.