Exhibit
10.10


 


SUPPLEMENT NO. 1 dated as of
March 1, 2010 (this “Supplement”), to the U.S. PLEDGE AGREEMENT
dated as of April 29, 2009 (as amended, supplemented or otherwise modified
from time to time, the “U.S. Pledge Agreement”), among SEAGATE
TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under
the laws of the Cayman Islands (the “Borrower”),
SEAGATE TECHNOLOGY, an exempted limited liability company organized under the
laws of the Cayman Islands (“Intermediate
Holdings”), each subsidiary of the Borrower from time to time party
thereto (each such subsidiary individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the
Borrower, Intermediate Holdings and the Subsidiary Pledgors are referred to
herein individually as a “Pledgor”
and collectively as the “Pledgors”)
and JPMORGAN CHASE BANK, N.A., 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 Second Amended and Restated Credit
Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise
modified from time to time, the “Credit
Agreement”), among the Borrower, Intermediate Holdings, the lenders
from time to time party thereto (the “Lenders”),
the Administrative Agent and the other agents party thereto, and (b) the
U.S. Guarantee Agreement dated as of April 29, 2009 (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 U.S. Pledge Agreement and the
Credit Agreement.


 


C.  The
Pledgors have entered into the U.S. Pledge Agreement in order to induce the
Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 5.12 of the Credit
Agreement and the Collateral and Guarantee Requirement, (a) each
Subsidiary that is a U.S. Loan Party that is formed or acquired after the
Second Restatement Effective Date and (b) each other Loan Party that is
formed or acquired after the Second Restatement Effective Date that owns Equity
Interests in a Subsidiary that is organized under the laws of the United States
of America (including any State thereof and the District of Columbia) that
would constitute Collateral if such Loan Party were a party thereto, in each
case is required to enter into the U.S. Pledge Agreement as a Subsidiary
Pledgor upon becoming a Subsidiary Loan Party. 
Section 25 of the U.S. Pledge Agreement provides that such
Subsidiaries may become Subsidiary Pledgors under the U.S. Pledge Agreement by
execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Pledgor”) is executing this
Supplement in accordance with the requirements of the Credit Agreement to
become a Subsidiary Pledgor under the U.S. Pledge Agreement in order to induce
the Lenders to make additional Loans and the Issuing Bank 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 Pledgor agree as follows:


 


SECTION 1.  In accordance with Section 25 of the
U.S. Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor
under the U.S. Pledge Agreement with the same force and effect as if originally
named therein as a Pledgor and the New Pledgor hereby agrees (a) to all
the terms and provisions of the U.S. Pledge Agreement applicable to it as a
Pledgor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Pledgor 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. In
furtherance of the foregoing, the New Pledgor, as security for the payment and
performance in full of the Obligations, does hereby create and grant to the
Administrative Agent, its successors and assigns, for the benefit of the
Secured Parties, their successors and assigns, a security interest in and lien
on all of the New Pledgor’s right, title and interest in and to the Collateral
(as defined in the U.S. Pledge Agreement) of the New Pledgor.  Each reference to a “Subsidiary Pledgor” or a
“Pledgor” in the U.S. Pledge Agreement shall be deemed to include the New
Pledgor.  The U.S. Pledge Agreement is
hereby incorporated herein by reference.


 


SECTION 2.  The New Pledgor represents and warrants to
the Administrative Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.


 


SECTION 3.  This Supplement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This
Supplement shall become effective when the Administrative Agent shall have
received counterparts of this Supplement that, when taken together, bear the
signatures of the New Pledgor and the Administrative Agent.  Delivery of an executed signature page to
this Supplement by facsimile or Adobe .pdf transmission shall be as effective
as delivery of a manually signed counterpart of this Supplement.


 


SECTION 4.  The New Pledgor hereby represents and
warrants that set forth on Schedule I attached hereto is a true and
correct schedule of all its Pledged Securities.


 


SECTION 5.  Except as expressly supplemented hereby, the
U.S. Pledge Agreement shall remain in full force and effect.


 


SECTION 6.  THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


SECTION 7.  In case any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable
in any respect, neither party hereto shall be required to comply with such
provision for so long as such provision is held to be invalid, illegal or
unenforceable, but the validity, legality and enforceability of 


 


2

















 


the remaining provisions
contained herein and in the U.S. Pledge Agreement shall not in any way be
affected or impaired (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 8.  All communications and notices hereunder
shall be in writing and given as provided in Section 16 of the U.S. Pledge
Agreement.  All communications and
notices hereunder to the New Pledgor shall be given to it at the address set
forth under its signature hereto, below, with a copy to the Borrower.


 


SECTION 9.  The New Pledgor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.


 


 


[Signature Pages Follow]


 


3

















 


IN WITNESS WHEREOF, the New Pledgor and the
Administrative Agent have duly executed this Supplement to the U.S. Pledge
Agreement as of the day and year first above written.


 


	
   

  	
  SEAGATE HDD CAYMAN,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     by

  	
  /s/
  Kenneth M. Massaroni

  
	
   

  	
   

  	
  Name:
  Kenneth M. Massaroni

  
	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  920
  Disc Drive

  
	
   

  	
   

  	
  Scotts
  Valley, California 95066

  



 


[Signature Page to
Supplement No. 1 to the U.S. Pledge Agreement]


 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     by

  	
  /s/
  Sharon Bazbaz

  
	
   

  	
   

  	
  Name:
  Sharon Bazbaz

  
	
   

  	
   

  	
  Title:  Vice President

  



 


[Signature Page to
Supplement No. 1 to the U.S. Pledge Agreement]


 

















 


Schedule I to


Supplement No. 1


to the U.S. Pledge Agreement


 


Pledged Securities of the New Pledgor


 


CAPITAL STOCK OR OTHER EQUITY INTERESTS


 


	
  Issuer

  	
   

  	
  Number of

  Certificate(1)

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number and

  Class of Shares

  or Other

  Equity Interests

  	
   

  	
  Percentage of

  Shares or Other

  Equity Interests

  	
   

  
	
  Seagate Technology International

  	
   

  	
  21

  	
   

  	
  Seagate HDD Cayman

  	
   

  	
  6,441 Class A

  	
   

  	
  100%

  	
   

  
	
  Seagate Technology (US) Holdings, Inc.

  	
   

  	
  3

  	
   

  	
  Seagate HDD Cayman

  	
   

  	
  200 Common

  	
   

  	
  100%

  	
   

  



 


DEBT SECURITIES


 


Supplement
No. 1 dated as of March 1, 2010 to the Global Intercompany Note dated
as of April 29, 2009 among Intermediate Holdings, the Borrower and each of
the Intercompany Lenders and Intercompany Debtors party thereto.


 






(1) It
is hereby acknowledged that the share certificates of Seagate Technology
International (Certificate No. 20) and Seagate Technology (US) Holdings
Inc. (Certificates Nos. 1 and 2) that were pledged by the Borrower pursuant to
the U.S. Pledge Agreement shall be canceled and replaced with the respective
certificates indicated in this Schedule.


 

















 


Supplement to Schedule II


to the U.S. Pledge Agreement


 


 


	
  Issuer

  	
   

  	
  Number of

  Certificate

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number and

  Class of Shares

  or Other

  Equity Interests

  	
   

  	
  Percentage of

  Shares or Other

  Equity Interests

  	
   

  
	
  Seagate
  HDD Cayman

  	
   

  	
  1

  	
   

  	
  Seagate
  Technology HDD Holdings

  	
   

  	
  100
  Common

  	
   

  	
  100%