Exhibit 10.24


 


FIRST
SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL
INDENTURE, dated as of March 1, 2010 (this “Supplemental
Indenture”), among Seagate Technology HDD Holdings, an exempted
limited liability company incorporated under the laws of the Cayman Islands (“HDD”), Seagate HDD Cayman, an exempted limited liability
company incorporated under the laws of the Cayman Islands (the “Successor Company”), Seagate Technology, an exempted limited
liability company incorporated under the laws of the Cayman Islands, as
guarantor (“Parent”), and U.S. Bank National
Association, a national banking association, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, HDD, Parent and the
Trustee are party to an Indenture, dated as of September 20, 2006 (as
amended or supplemented, the “Indenture”),
under which an aggregate principal amount of (a) $559,608,000 of HDD’s
6.375% Senior Notes due 2011 and (b) $600,000,000 of HDD’s 6.800% Senior
Notes due 2016 (collectively, the “Notes”) have
been issued;


 


WHEREAS, HDD and the
Successor Company have entered into a share purchase agreement, dated as of the
date hereof, pursuant to which HDD has agreed to sell substantially all of its
properties and assets to the Successor Company (the “Transaction”);


 


WHEREAS, Section 4.01
of the Indenture provides, among other things, that HDD shall not convey,
transfer or lease all or substantially all of its properties and assets to any
Person (as defined in the Indenture) unless such Person (i) is organized
and validly existing under the laws of the Cayman Islands or under the laws of
the United States of America, any State thereof or the District of Columbia and
(ii) such Person expressly assumes all of the obligations of HDD under the
Notes and the Indenture by supplemental indenture;


 


WHEREAS, pursuant to Section 10.01
of the Indenture, HDD and the Trustee may amend and supplement the Indenture,
without the consent of any Holder, to evidence the succession of another Person
to HDD and the assumption by any such successor of the covenants, agreements and
obligations of HDD in the Indenture and in the Notes;


 


WHEREAS, HDD desires to
guarantee the full and punctual payment of principal of, premium (if any) on
and interest on the Notes when and as the same shall become due and payable;


 


WHEREAS, HDD, the Successor
Company and the Trustee have determined that this Supplemental Indenture
complies with Section 10.01 of the Indenture and does not require the
consent of any Holder and, on the basis of the foregoing, the Trustee has
determined that this Supplemental Indenture is in format satisfactory to it;


 


WHEREAS, HDD has determined
to enter into, and has requested the Trustee to execute, this Supplemental
Indenture for the purpose of confirming that the Successor Company, as
purchaser of substantially all of the properties and assets of HDD, assumes all
of the obligations of HDD under the Indenture and the Notes, as provided in Section 4.01
of the Indenture;


 

















 


WHEREAS, HDD has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel (each as
defined in the Indenture) pursuant to Sections 1.02, 4.01 and 10.03 of the
Indenture to the effect that the Transaction and the execution and delivery of
this Supplemental Indenture by HDD comply with the Indenture; and


 


WHEREAS, all other acts and
proceedings required by law, by the Indenture and by the charter documents of
HDD to make this Supplemental Indenture a valid and binding agreement for the
purposes expressed herein, in accordance with its terms, have been duly done
and performed.


 


NOW, THEREFORE, in
consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is
hereby acknowledged, HDD, the Successor Company, Parent and the Trustee hereby
agree as follows:


 


ARTICLE 1


 


RATIFICATION; DEFINITIONS


 


Section 1.01.           Supplemental Indenture.  This Supplemental Indenture
is supplemental to, and is entered into in accordance with Section 10.01
of the Indenture, and except as expressly modified, amended and supplemented by
this Supplemental Indenture, all the terms, conditions and provisions of the
Indenture are in all respects ratified and confirmed and shall remain in full
force and effect.


 


Section 1.02.           Definitions.  Unless the context shall otherwise require,
all terms which are defined in Section 1.01 of the Indenture shall have
the same meanings, respectively, in this Supplemental Indenture as such terms
are given in said Section 1.01 of the Indenture.


 


“HDD
Guarantee” shall mean the guarantee by HDD, as authenticated and
delivered pursuant to this Supplemental Indenture, which guarantee is set forth
in Article 3 of this Supplemental Indenture.


 


ARTICLE
2


 


ASSUMPTION
OF OBLIGATIONS


 


Section 2.01.           Assumption of Obligations under
Indenture and Notes.  Pursuant to Section 4.01
of the Indenture, the Successor Company, as purchaser of substantially all of
the properties and assets of HDD, expressly assumes all of the obligations of
HDD under the Notes and the Indenture.


 


Section 2.02.           Successor Company Substituted.  Pursuant to Section 4.03 of the
Indenture, the Successor Company shall succeed to, and be substituted for, and
may exercise every right and power of, HDD as the issuer under the Indenture
with the same effect as if the Successor Company had been named as “the Company”
in the Indenture, and thereafter, HDD shall be relieved of all obligations and
covenants under the Indenture and the Notes.


 


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ARTICLE 3


 


ADDITIONAL
GUARANTEE OF HDD


 


Section 3.01.           Additional
Guarantee of HDD.  HDD hereby
unconditionally and irrevocably guarantees to each Holder and to the Trustee
and its successors and assigns:


 


(a) the full and punctual payment of principal
of, premium (if any) on and interest on the Notes when the same becomes due and
payable at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration of acceleration or otherwise, and all other
monetary obligations of the Successor Company under this Supplemental
Indenture, the Indenture and the Notes; and


 


(b) the full and punctual performance within
applicable grace periods of all other obligations of the Successor Company
under this Supplemental Indenture, the Indenture and the Notes (all the
foregoing under (a) and (b) of this Section 3.01 being
hereinafter collectively called the “HDD Guaranteed Obligations”).


 


HDD further agrees that the HDD Guaranteed Obligations
may be extended or renewed, in whole or in part, without notice or further
assent from HDD and that HDD will remain bound under this Article 3
notwithstanding any extension or renewal of any HDD Guaranteed Obligation.


 


HDD waives presentation to, demand of, payment from
and protest to the Successor Company of any of the HDD Guaranteed Obligations
and also waives notice of protest for nonpayment.  HDD waives notice of any default under the
Notes or the HDD Guaranteed Obligations. 
The obligations of HDD hereunder or under the Indenture shall not be
affected by:


 


(i) the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any right or remedy against the
Successor Company or any other Person under this Supplemental Indenture, the
Indenture or the Notes or any other agreement or otherwise;


 


(ii) any extension or renewal of any thereof;


 


(iii) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Supplemental Indenture,
the Indenture, the Notes or any other agreement;


 


(iv) the release of any security held by any
Holder or the Trustee for the obligations of any of them;


 


(v) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the HDD Guaranteed
Obligations; or


 


(vi) except as set forth in Section 3.05 of
this Supplemental Indenture, any change in the ownership of HDD.


 


HDD further agrees that the HDD Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and
not a guarantee of collection) and waives any right 


 


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to require that any resort be had by any Holder or the
Trustee to any security held for payment of the HDD Guaranteed Obligations.


 


Except as expressly set forth in Section 9.02 of
the Indenture, the obligations of HDD hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of
the HDD Guaranteed Obligations, this Supplemental Indenture, the Indenture, the
Notes or otherwise.  Without limiting the
generality of the foregoing, the obligations of HDD herein shall not be discharged
or impaired or otherwise affected by the failure of any Holder or the Trustee
to assert any claim or demand or to enforce any remedy under this Supplemental
Indenture, the Indenture, the Notes or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the obligations, or by any other act or thing
or omission or delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of HDD or would otherwise operate as a discharge
of HDD as a matter of law or equity.


 


HDD further agrees that the HDD Guarantee shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or premium (if any) on or
interest on any HDD Guaranteed Obligation is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of
the Successor Company or otherwise.


 


In furtherance of the foregoing and not in limitation
of any other right which any Holder or the Trustee has at law or in equity
against HDD by virtue hereof, upon the failure of the Successor Company to pay
the principal of or premium (if any) on or interest on any HDD Guaranteed
Obligation or to perform or comply with any other HDD Guaranteed Obligation,
HDD hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (1) the unpaid amount of such HDD
Guaranteed Obligations, (2) accrued and unpaid interest on such HDD
Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all
other monetary HDD Guaranteed Obligations of the Successor Company to the
Holders and the Trustee.


 


HDD further agrees that, as between it, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the HDD Guaranteed Obligations guaranteed hereby may be accelerated as
provided in Article 6 of the Indenture for the purposes of the HDD Guarantee
herein, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the HDD Guaranteed Obligations guaranteed
hereby, and (y) in the event of any declaration of acceleration of such
HDD Guaranteed Obligations as provided in Article 6 of the Indenture, such
HDD Guaranteed Obligations (whether or not due and payable) shall forthwith
become due and payable by HDD for the purposes of this Section 3.01.


 


HDD also agrees to pay any and all costs and expenses
(including reasonable attorneys’ fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section 3.01.


 


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Section 3.02.           Successors
and Assigns.  This Article 3
shall be binding upon HDD and its successors and assigns and shall enure to the
benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Supplemental
Indenture, the Indenture and in the Notes shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
of this Supplemental Indenture and the Indenture.


 


Section 3.03.           No
Waiver.  Neither a failure nor a
delay on the part of either the Trustee or the Holders in exercising any right,
power or privilege under this Article 3 shall operate as a waiver thereof,
nor shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. 
The rights, remedies and benefits of the Trustee and the Holders herein
expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article 3 at law, in
equity, by statute or otherwise.


 


Section 3.04.           Modification.  No modification, amendment or waiver of any
provision of this Article 3, nor the consent to any departure by HDD
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Trustee, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given.  No notice to or demand on HDD in any case
shall entitle HDD to any other or further notice or demand in the same, similar
or other circumstances.


 


Section 3.05.           Release
of Company Guarantor and Termination of Company Guarantee.  If HDD and the Successor Company merge with
each other or consolidate together in a transaction permitted by Sections 4.01
and 4.02 of the Indenture, then the HDD Guarantee shall automatically be
terminated upon the consummation of such merger or consolidation and shall no
longer have any effect from such time without any further action required on
the part of the Trustee or any Holder. 
At the request of HDD or the Successor Company, the Trustee shall
execute and deliver an appropriate instrument evidencing such termination.


 


Section 3.06.           Execution
and Delivery of the HDD Guarantee. 
HDD hereby agrees that the HDD Guarantee set forth in Section 3.01
of this Supplemental Indenture shall remain in full force and effect
notwithstanding the absence of the endorsement of any notation of such Company
Guarantee on the Notes.


 


ARTICLE 4


 


MISCELLANEOUS


 


Section 4.01.           Effective
Date.  This Supplemental Indenture
shall become effective as of the date hereof.


 


Section 4.02.           Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall constitute but one and the same instrument.


 


Section 4.03.           Acceptance.  The Trustee accepts the Indenture, as
supplemented by this Supplemental Indenture, and agrees to perform the same
upon the terms and conditions set forth 


 


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therein as so supplemented.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or the due execution thereof by HDD and the Successor
Company or in respect of the recitals contained herein, all of which are made
solely by HDD and the Successor Company. 
In entering into this Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture and the Notes
relating to the conduct or affecting the liability or affording protection to
the Trustee, whether or not elsewhere herein so provided.


 


Section 4.04.           Successors
and Assigns.  All covenants and
agreements in this Supplemental Indenture by HDD shall bind its successors and
assigns, whether so expressed or not.


 


Section 4.05.           Severability
Clause.  In case any provision in
this Supplemental Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 4.06.           Governing
Law.  This Supplemental Indenture and
the Notes shall be governed by and construed in accordance with the laws of the
State of New York.  This Supplemental
Indenture is subject to the provisions of the Trust Indenture Act and shall, to
the extent applicable, be governed by such provisions.


 


Section 4.07.           Incorporation
into Indenture.  All provisions of
this Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as amended and supplemented by this
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.


 


Section 4.08.           Benefits of Supplemental Indenture.  Nothing in this Supplemental Indenture, the
Indenture or the Notes, express or implied, shall give to any Person, other
than the parties hereto and their respective successors and assigns hereunder
and under the Indenture and the Holders of the Notes, any benefit or any legal
or equitable right, remedy or claim under this Supplemental Indenture or the
Indenture.


 


Section 4.09.           References to Supplemental
Indenture.  Any and all notices,
requests, certificates and other instruments executed and delivered after the
execution and delivery of this Supplemental Indenture may refer to the
Indenture without making specific reference to this Supplemental Indenture, but
nevertheless all such references shall include this Supplemental Indenture
unless the context requires otherwise.


 


[Signature
Page Follows]


 


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IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, all as of the day and
year first above written.


 


	
   

  	
  SEAGATE
  TECHNOLOGY HDD HOLDINGS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth M. Massaroni

  
	
   

  	
   

  	
  Name:

  	
  Kenneth
  M. Massaroni

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


	
   

  	
  SEAGATE
  HDD CAYMAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth M. Massaroni

  
	
   

  	
   

  	
  Name:

  	
  Kenneth
  M. Massaroni

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


	
   

  	
  SEAGATE
  TECHNOLOGY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth M. Massaroni

  
	
   

  	
   

  	
  Name:

  	
  Kenneth
  M. Massaroni

  
	
   

  	
   

  	
  Title:

  	
  General
  Counsel and Secretary

  



 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andrew Fung

  
	
   

  	
   

  	
  Name:

  	
  Andrew
  Fung

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature
Page to First Supplemental Indenture]