FOURTH SUPPLEMENTAL INDENTURE dated as of February 7, 2012 among SEAGATE TECHNOLOGY INTERNATIONAL, The Guarantor(s) Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee 10.00% Senior Secured Second-Priority Notes due 2014
Exhibit 4.20
FOURTH SUPPLEMENTAL INDENTURE
dated as of February 7, 2012
among
SEAGATE TECHNOLOGY INTERNATIONAL,
The Guarantor(s) Party Hereto
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee
10.00% Senior Secured Second-Priority Notes due 2014
FOURTH SUPPLEMENTAL INDENTURE
THIS FOURTH SUPPLEMENTAL INDENTURE (this Fourth Supplemental Indenture), entered into as of February 7, 2012, among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the Issuer), SEAGATE BUSINESS CENTRE (UK) LIMITED, a private limited company incorporated under the laws of England and Wales (the Undersigned), and Wells Fargo Bank, National Association, as trustee (the Trustee).
RECITALS
WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of May 1, 2009 (the Indenture), relating to the Issuers 10.00% Senior Secured Second-Priority Notes due 2014 (the Notes);
WHEREAS, Seagate HDD Cayman, an exempted limited liability company incorporated under the laws of the Cayman Islands (New Cayco), became a Guarantor under the Indenture pursuant to a supplemental indenture, dated as of March 1, 2010 (the First Supplemental Indenture), among the Issuer, New Cayco and the Trustee;
WHEREAS, Seagate Technology plc, a public limited company incorporated under the laws of Ireland (Seagate Ireland), became a Guarantor under the Indenture pursuant to a supplemental indenture, dated as of March 1, 2010 (the Second Supplemental Indenture), among the Issuer, Seagate Ireland and the Trustee;
WHEREAS, pursuant to a supplemental indenture, dated as of March 19, 2010, certain provisions of the Indenture were amended (the Third Supplemental Indenture); and
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause Restricted Subsidiaries to provide Guaranties in certain circumstances.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Undersigned, by its execution of this Fourth Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 3. This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
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Section 4. This Fourth Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Fourth Supplemental Indenture is an amendment supplemental to the Indenture and the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, and the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Fourth Supplemental Indenture will henceforth be read together.
Section 6. The Trustee makes no representation as to the validity or sufficiency of this Fourth Supplemental Indenture.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| SEAGATE TECHNOLOGY INTERNATIONAL, as Issuer | ||
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| By: | /s/ KENNETH M. MASSARONI | |
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| Name: | Kenneth M. Massaroni |
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| Title: | Director, General Counsel and Secretary |
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| SEAGATE BUSINESS CENTRE (UK) LIMITED | ||
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| By: | /s/ KENNETH M. MASSARONI | |
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| Name: | Kenneth M. Massaroni |
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| Title: | Director, General Counsel and Company Secretary |
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| WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||
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| By: | /s/ MADDY HALL | |
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| Name: | Maddy Hall |
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| Title: | Vice President |
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