Exhibit 10.19


 


Second Lien Debenture


 


 


Dated 1 March 2010


 


 


Seagate HDD Cayman


 


(as the Chargor)


 


and


 


Wells Fargo Bank, National Association


 


(as Chargee)


 


 


WARNING


 


Stamp Duty will be payable if this
debenture is brought to or executed in the Cayman Islands, i.e. for enforcement
purposes.


 

















 


	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.

  	
  CHARGOR
  REPRESENTATION AND WARRANTIES

  	
  8

  
	
   

  	
   

  	
   

  
	
  3.

  	
  COVENANT
  TO PAY

  	
  9

  
	
   

  	
   

  	
   

  
	
  4.

  	
  SECURITY

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.

  	
  FLOATING
  CHARGE

  	
  11

  
	
   

  	
   

  	
   

  
	
  6.

  	
  DEPOSIT
  OF DOCUMENTS

  	
  13

  
	
   

  	
   

  	
   

  
	
  7.

  	
  RIGHTS
  IN RESPECT OF MORTGAGED SHARES

  	
  13

  
	
   

  	
   

  	
   

  
	
  8.

  	
  PRESERVATION
  OF SECURITY

  	
  13

  
	
   

  	
   

  	
   

  
	
  9.

  	
  ENFORCEMENT
  OF SECURITY

  	
  16

  
	
   

  	
   

  	
   

  
	
  10.

  	
  APPOINTMENT
  OF A RECEIVER

  	
  18

  
	
   

  	
   

  	
   

  
	
  11.

  	
  POWERS
  OF A RECEIVER

  	
  19

  
	
   

  	
   

  	
   

  
	
  12.

  	
  FURTHER
  ASSURANCES

  	
  19

  
	
   

  	
   

  	
   

  
	
  13.

  	
  INDEMNITIES

  	
  19

  
	
   

  	
   

  	
   

  
	
  14.

  	
  POWER
  OF ATTORNEY

  	
  20

  
	
   

  	
   

  	
   

  
	
  15.

  	
  EXPENSES

  	
  21

  
	
   

  	
   

  	
   

  
	
  16.

  	
  RELEASE

  	
  22

  
	
   

  	
   

  	
   

  
	
  17.

  	
  NOTICES

  	
  22

  
	
   

  	
   

  	
   

  
	
  18.

  	
  ASSIGNMENTS

  	
  22

  
	
   

  	
   

  	
   

  
	
  19.

  	
  COLLATERAL
  AGENT

  	
  22

  
	
   

  	
   

  	
   

  
	
  20.

  	
  SET-OFF

  	
  22

  
	
   

  	
   

  	
   

  
	
  21.

  	
  SUBSEQUENT
  SECURITY INTERESTS

  	
  23

  
	
   

  	
   

  	
   

  
	
  22.

  	
  COVENANTS

  	
  23

  
	
   

  	
   

  	
   

  
	
  23.

  	
  MISCELLANEOUS

  	
  23

  
	
   

  	
   

  	
   

  
	
  24.

  	
  ACKNOWLEDGMENT

  	
  24

  
	
   

  	
   

  	
   

  
	
  25.

  	
  LAW AND
  JURISDICTION

  	
  24

  
	
   

  	
   

  	
   

  
	
  26.

  	
  INTERCREDITOR
  AGREEMENT

  	
  24

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  27

  
	
   

  	
   

  
	
  SCHEDULE 2

  	
  28

  



 


1

















 


	
  SCHEDULE 3

  	
  29

  
	
   

  	
   

  
	
  SCHEDULE 4

  	
  30

  
	
   

  	
   

  
	
  SCHEDULE 5

  	
  31

  



 


2

















 


THIS SECOND PRIORITY FIXED AND
FLOATING CHARGE  is
made on 1 March 2010


 


BETWEEN


 


(1)                                  SEAGATE HDD CAYMAN, an exempted company incorporated with
limited liability under the laws of the Cayman Islands with company number
237305 and having its registered office at P.O. Box 309, Ugland House,
George Town, Grand Cayman KY1-1104, Cayman Islands (the “Chargor”);
and


 


(2)                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, a company established under
the laws of the United States of America as Collateral Agent for and on behalf
of the Secured Parties pursuant to the Indenture (the “Collateral
Agent” or “Chargee”).


 


WHEREAS


 


(A)                              Pursuant to the Indenture,
Seagate Technology International as Issuer (the “Issuer”) has issued USD $430,000,000 in aggregate principal
amount of 10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”) secured by way of security, subject
only to the prior ranking security created under the First Priority Security
Debenture, granted by the Chargor on the terms and conditions contained in the
Indenture.


 


(B)                                As security for the Secured
Obligations, the Chargor has agreed to assign and charge by way of security,
subject only to the prior ranking security created under the First Priority
Security Debenture, in favour of the Collateral Agent for the benefit of the
Secured Parties, inter alia, all of its legal and
beneficial interest in the Charged Property.


 


(C)                                It is a covenant under the
Indenture that
the Chargor shall execute this Deed in favour of the Collateral Agent for the
benefit of the Secured Parties.


 


(D)                               It is intended that this
document take effect as a deed notwithstanding the fact that a party may only
execute this document under hand.


 


(E)                                 The Security Interests granted
hereunder in respect of the Charged Property is subject to the terms, conditions
and provisions of the Intercreditor Agreement in all respects.


 


NOW
THIS DEED WITNESSETH


 


1.                                      DEFINITIONS AND INTERPRETATION


 


1.1                                 In
this Deed, unless the context otherwise requires, words and expressions which
are capitalised but not defined herein (including in the recitals hereto) shall
have the same meanings as are given to them in the Indenture.  In addition, the following definitions shall
apply:


 


“Assigned Property” means:


 


(a)                                  all
of the rights, benefits, discretions, claims, warranties, remedies, security,
indemnities or covenants of which the Chargor is the beneficiary or holder
arising under or in connection with any contract entered into between the
Chargor and any person including, for the avoidance of doubt, the Intercompany
Loans;


 


(b)                                 all
of the proceeds and returns of all or any part of the Chargor’s rights in
relation to or under any contract entered into between the Chargor and any
person including, for the avoidance of doubt, the Intercompany Loans; and


 


3

















 


(c)                                  all
rights, title and benefit of the Chargor to any allocations/distributions made
pursuant to any contract entered into between the Chargor and any person
including, for the avoidance of doubt, the Intercompany Loans, and any income
deriving from such rights;


 


“Bank Account” means all current, deposit and other accounts
of the Chargor including, without limitation, the accounts set out in Schedule
2 to this Deed and shall include any renewal or redesignation of such account;


 


“Book Debts” means:


 


(a)                                  all
of the Chargor’s book and other debts, all its account receivables, all other
rights it has to receive money and all other amounts, now, or from time to
time, due, owing or payable to it; and


 


(b)                                 the
benefit of all related guarantees, indemnities, negotiable instruments, rights
and security interests of any kind;


 


“Cayman Share Mortgage”
means the second priority equitable share mortgage entered into on 1 March 2010
by Seagate HDD Cayman with the Collateral Agent respectively pursuant to which
the mortgagor thereunder mortgaged and granted other second priority security
interests over the shares it holds in its subsidiaries incorporated in the
Cayman Islands;


 


“Charged Property” means all the property, assets and income
of the Chargor which from time to time are the subject of the several security
interests created or expressed to be created (whether by way of assignment,
legal or equitable mortgage, fixed or floating charge) by or pursuant to this
Deed and each and every part of such property, assets and income and includes,
without limitation, the property and assets listed in Schedule 2, Schedule 3,
Schedule 4 and Schedule 5 to this Deed, but excludes for the avoidance of
doubt, any shares mortgaged pursuant to the Cayman Share Mortgage;


 


“Collateral Rights” means all rights, powers and remedies of
the Chargee provided by or pursuant to this Deed or by law;


 


“Companies Law” means the Companies Law (as amended) of the
Cayman Islands;


 


“Deed” means this deed of fixed and floating charge;


 


“Event of Default” means the occurrence of an Event of
Default as defined in the Indenture and/or the failure by the Chargor to
observe or perform any covenant or agreement contained in the Indenture
Documents or any default in the payment of any of the Secured Obligations;


 


“First Priority Secured Party” means JPMorgan Chase Bank,
N.A. as administrative agent under the Senior Credit
Facility or any other administrative agent under a Senior Credit Facility that
is a First Priority Obligation (as defined in the Intercreditor Agreement);


 


“First Priority Security Debenture” means the Debenture dated
1 March 2010 between the Chargor and the First Priority Secured Party as
varied from time to time;


 


“Fixtures” means any fixtures, fittings
(including trade fixtures and fittings), fixed plant and machinery and
apparatus;


 


“Floating Charge Property” has the meaning
given to such term in Clause 5.1;


 


“Global Intercompany Note” means the global intercompany note
dated April 29, 2009 entered among Seagate Technology, the Issuer and the
other parties thereto as varied from to time;


 


4

















 


“gross negligence” shall be interpreted according to the laws
of the State of New York, United States of America;


 


“Guarantor” means each party to the Indenture;


 


“Indenture” means the Indenture dated as of 1 May 2009
and made among the Issuer, Seagate Technology, Wells Fargo Bank, National
Association as Trustee and the other guarantors thereto as varied from time to
time;


 


“Indenture Documents” has the meaning given to it in the U.S.
Security Agreement;


 


“Insurance Policies” means all contracts and
policies of insurance of any kind now and from time to time taken out by or on
behalf of the Chargor or (to the extent of its interest) with the Insurer and
any other insurer in which it now, or from time to time, has an interest and
all relating proceeds, claims of any kind, returns of premium and other
benefits;


 


“Insurer” means any
insurer with which the Chargor now, or from time to time, has an
Insurance Policy and all insurers now and from time to time providing
insurance to the relevant Chargor;


 


“Intellectual Property” means:


 


(a)                                  any
patents, trade marks, service marks, designs, trade names, copyrights, design
rights, moral rights, inventions, confidential information, know-how and other
intellectual property, rights and interests, whether registered or
unregistered, including, without limitation, the patents, trade marks and
copyrights set out in Schedule 4 to this Deed; and


 


(b)                                 the
benefit of all applications and rights to use such assets;


 


“Intercompany Loans” means the intercompany loans documented
under the Global Intercompany Note;


 


“Intercreditor Agreement” means the agreement dated on or
about the date hereof among JPMorgan Chase Bank, N.A., the Collateral Agent,
Seagate HDD, the Issuer and the other parties thereto as varied from time to
time;


 


“Memorandum and Articles of Association” means the memorandum
and articles of association of Chargor as amended from time to time;


 


“Mortgaged Shares” means all shares owned by the Chargor and
all rights, benefits and advantages now or at any time in the future deriving
from or incidental to any such shares (excluding any shares and related rights
mortgaged and/or charged pursuant to the Cayman Share Mortgage) including all:


 


(a)                                  dividends
or other distributions (whether in cash, securities or other property),
interest and other income paid or payable in relation to any shares;


 


(b)                                 securities,
rights, monies or other property whether certificated or uncertificated
accruing, offered or issued at any time by way of redemption, conversion,
exchange, substitution, preference, option, bonus issue or otherwise in respect
of any shares (including but not limited to proceeds of sale); and


 


(c)                                  certificates
or other evidence of title to any shares now and from time to time hereafter
deposited with the Chargee;


 


5

















 


““Original Chargors” means Seagate Technology, Seagate HDD
Holdings, Seagate Technology International, Seagate Technology (Ireland) and
Seagate Technology Media (Ireland);


 


“Parties” means the parties to this Deed;


 


“Plant and Machinery” means all plant,
machinery and equipment now, or from time to time owned by the Chargor or (to
the extent of its interest) in which it now, or from time to time, has an
interest;


 


“Real Property” means freehold and leasehold property (anywhere in the world in each
case including any estate or interest therein, all proceeds of sale thereof, all rights from time to
time attached or relating thereto and all Fixtures from time to time in or on
such property including, without limitation, the real property set out in
Schedule 5 to this Deed);


 


“Register of Charges” means the register of charges of the
Chargor maintained by it in accordance with Section 54 of the Companies
Law;


 


“Seagate HDD”
means Seagate Technology HDD Holdings, an exempted company with limited
liability incorporated under the laws of the Cayman Islands with company
number 103069 and having its registered office at P.O Box 309, Ugland House,
Grand Cayman KY1-1104, Cayman Islands;


 


“Secured Obligations” has the meaning given to it in the U.S.
Security Agreement;


 


“Secured Party” or “Secured Parties”
has the meaning given to it in the U.S. Security Agreement;


 


“Security Interest” means:


 


(a)                                  a
mortgage, charge, pledge, lien, assignment by way of security or other
encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any
person;


 


(b)                                 any
arrangement under which money or claims to, or the benefit of, a bank or other
account may be applied, set off or made subject to a combination of accounts so
as to effect discharge of any sum owed or payable to any person;


 


(c)                                  any
other type of arrangement having a similar effect; or


 


(d)                                 agreements
to create the foregoing;


 


“Security Period” means the period commencing on the date of
execution of this Deed and terminating on the date when all the Secured
Obligations have been discharged in full;


 


“Successor” in the context of a party to an agreement shall
be construed so as to include an assignee, transferee or successor in title of
such party and any person who under the laws of its jurisdiction or domicile
has assumed the rights and obligations of such party under such agreement or to
which, under such laws, such rights or obligations have been transferred; and


 


“U.S. Security Agreement” means the Second Lien U.S. Security
Agreement among Seagate Technology, the Issuer, the Collateral Agent and each
of the Subsidiaries listed in Schedule I thereto as supplemented by Seagate
Technology plc and the Mortgagor on or about the date hereof and as varied from
time to time.


 


6

















 


1.2                                 In
construing this Deed (including the recitals), unless otherwise specified:


 


(a)                                  references
to any Party shall be construed so as to include that Party’s respective
successors in title, permitted assigns and permitted transferees;


 


(b)                                 “including” and “in particular”
shall not be construed restrictively but shall mean respectively “including,
without prejudice to the generality of the foregoing” and “including, without
limitation”, and “in particular, but without prejudice to the generality of the
foregoing”;


 


(c)                                  references
to a “person” shall be construed
so as to include any individual, firm, company or other body corporate,
government, state or agency of a state, local or municipal authority or
government body or any joint venture, association or partnership (whether or
not having separate legal personality) and in each case, its successors and
assigns and persons deriving title under or through it, in whole or in part,
and any person which replaces any party to any document in its respective role
thereunder, whether by assuming the rights and obligations of the party being
replaced or whether by executing a document in or substantially in the form of
the document it replaces;


 


(d)                                 “variation” includes any variation, amendment, accession,
novation, restatement, modification, assignment, transfer, supplement,
extension, deletion or replacement however effected and “vary”
and “varied” shall be construed accordingly;


 


(e)                                  “writing” includes facsimile transmission legibly received
except in relation to any certificate, notice or other document which is
expressly required by this Deed to be signed and “written”
has a corresponding meaning;


 


(f)                                    references
to the “consent” of the Chargee shall be
construed as the consent of the Chargee acting in its absolute discretion;


 


(g)                                 subject
to Clause 23.3, references to this Deed or to any other document include
references to this Deed or such other document as varied in any manner from
time to time, even if changes are made to:


 


(i)                                     the
composition of the parties to this Deed or such other document or to the nature
or amount (including any increase) of any facilities made available under such
other document; or


 


(ii)                                  the
nature or extent of any obligations under such other document;


 


(h)                                 references
to uncertificated shares are to shares the title to which can be transferred by
means of an electronic or other entry and references to certificated shares are
to shares which are not uncertificated shares;


 


(i)                                     references to the singular shall include the plural
and vice versa and references to the masculine shall include the feminine or
neuter and vice versa;


 


(j)                                     references
to clauses and schedules are to clauses of, and schedules to, this Deed;


 


(k)                                  references
to any statute or statutory provision shall be construed as a reference to the
same as it may have been, or may from time to time be amended, modified or
re-enacted;


 


(l)                                     headings
and titles are for convenience only and do not affect the interpretation of
this Deed;


 


7

















 


(m)                               an
Event of Default is “continuing” if
it has not been remedied or waived;


 


(n)                                 this
Deed is a “Security Agreement” under the
terms of the Indenture.


 


2.                                      CHARGOR REPRESENTATION AND WARRANTIES


 


2.1                                 The
Chargor hereby represents and warrants (only to the extent that it has not made
representations and warranties that are materially similar in the Indenture) to
the Chargee on the date of this Deed that:


 


(a)                                  the
Chargor has been duly incorporated and registered as an exempted company with
limited liability under the Companies Law;


 


(b)                                 other
than as permitted by the Indenture, the Chargor is the legal and beneficial
owner of its Charged Property free from any Security Interest (other than that
created by the First Priority Security Debenture and this Deed) or other
interest and any options or rights of pre-emption and no person has or is
entitled to any conditional or unconditional option, warrant or other right to
acquire any interest in its Charged Property;


 


(c)                                  its
Charged Property is, or will be when assigned and charged, freely transferable;


 


(d)                                 the
Chargor has full power and authority to:


 


(i)                                     execute
and deliver this Deed and the other Indenture Documents to which it is a party;


 


(ii)                                  be
the legal and beneficial owner of its Charged Property; and


 


(iii)                              comply
with the provisions of, and perform all its obligations, under this Deed and
the other Indenture Documents to which it is a party;


 


(e)                                  the
Chargor has duly executed and delivered this Deed and the Indenture Documents
to which it is a party;


 


(f)                                    this
Deed and each other Indenture Document to which the Chargor is a party creates
legal, valid and binding obligations enforceable against the Chargor in
accordance with their terms;


 


(g)                                 the
execution and performance of its obligations and liabilities under this Deed
and each other Indenture Document to which the Chargor is a party will not:


 


(i)                                     contravene
any law or regulation or any order of any governmental or other official
authority, body or agency or any judgment, order or decree of any court having
jurisdiction over it; or


 


(ii)                                  conflict
with, or result in any breach of any of the terms of, or constitute a default
under, any agreement or other instrument to which it is a party or any licence
or other authorisation to which it is subject or by which it or any of its
property is bound; or


 


(iii)                               contravene
or conflict with any provision of its memorandum and articles of association;


 


8

















 


(h)                                 it
is able to pay its debts as they fall due and it has not taken any action nor
have any steps been taken or legal proceedings been started or threatened in
writing against it for:


 


(i)                                     winding
up, dissolution or reorganisation;


 


(ii)                                  the
enforcement of any encumbrance over its assets; or


 


(iii)                             the
appointment of a liquidator, receiver, administrative receiver, administrator,
trustee or similar officer of it or of any or all of its assets;


 


(i)                                     it
is not in breach (nor would be in breach with the giving of notice, passing of
time, or satisfaction of any other condition) or in default under any
deed, instrument or any agreement to which it is a party or which is binding on
it or any of its assets;


 


(j)                                     no
action, litigation, arbitration or administrative proceeding has been commenced
or is pending or threatened in writing against it, nor is there subsisting any
unsatisfied judgment or award given against it by any court, board of
arbitration or other body;


 


(k)                                  all
licences, consents, exemptions, clearance filings, registration, payments of
taxes, notarisation and authorisations as are or may be necessary or desirable
for the proper conduct of its business, trade, and ordinary activities and for
the performance and discharge of its obligations and liabilities under this
Deed and each other Indenture Document to which the Chargor is a party and
which are required in connection with the execution, delivery, validity,
enforceability or admissibility in evidence of this Deed and each other
Indenture Document to which the Chargor is a party and the creation of security
over the Charged Property have been obtained and are in full force and
effect;


 


(l)                                     it
has not taken any action whereby the rights attaching to the Charged Property
are altered or diluted save to the extent such alteration or dilution is
expressly permitted under this Deed or any other Indenture Document;


 


(m)                               the
Chargor has taken all corporate and other action required to approve its
execution, delivery, performance and enforceability of this Deed and each other
Indenture Document to which the Chargor is a party; and


 


(n)                                 this
Deed is effective to create a valid and enforceable second priority Security
Interest over or in respect of the Charged Property in favour of the Chargee
ranking in priority to the interests of any liquidator (or similar officer) or
creditor of the Chargor other than the First Priority Secured Party.


 


2.2                                 The
Chargor also represents and warrants to and undertakes with the Chargee that
the foregoing representations and warranties will be true and accurate
throughout the continuance of this Deed with reference to the facts and circumstances
subsisting from time to time.


 


3.                                      COVENANT TO PAY


 


3.1                                 The
Chargor hereby covenants with the Chargee as primary obligor and not merely as
surety to pay and discharge the Secured Obligations in the manner provided in
the relevant Indenture Documents.


 


4.                                      SECURITY


 


4.1                                 The
Chargor, with full title guarantee, as a continuing security for the full and
punctual payment and discharge of the Secured Obligations, hereby charges, in
favour of the Chargee the whole of its undertaking and all its property, assets
and rights whatsoever and wheresoever present and 


 


9
















 


future including, without limitation
and in each case subject to the prior ranking security created under the First
Priority Security Debenture:


 


(a)                                  by
way of fixed equitable charge, all Real Property now belonging to it and all
Real Property acquired by it from time to time;


 


(b)                                 by
way of fixed charge and by way of equitable mortgage, all its shares (including
the Mortgaged Shares but excluding, for the avoidance of doubt, any shares
mortgaged pursuant to the Cayman Share Mortgage);


 


(c)                                  by
way of fixed charge and absolute assignment by way of fixed security, all its
Insurance Policies;


 


(d)                                 by
way of fixed charge and absolute assignment by way of fixed security, all of
the Chargor’s rights, title and interest from time to time in the Assigned
Property;


 


(e)                                  by
way of fixed charge and absolute assignment by way of fixed security, all of
the Chargor’s rights, title and interest from time to time in the property and
assets listed in each of Schedule 2, Schedule 3, Schedule 4 and Schedule 5 to
this Deed;


 


(f)                                    by
way of fixed charge:


 


(i)            all
Plant and Machinery;


 


(ii)           all
its goodwill and uncalled capital for the time being;


 


(iii)          all
Intellectual Property including any Intellectual Property to which it is not
absolutely entitled or to which it is entitled together with others;


 


(iv)          all
Intellectual Property that may be acquired by or belong to it in the future,
including any such Intellectual Property to which it is not absolutely entitled
or to which it is entitled together with others;


 


(v)           the
benefit of all agreements and licences now or in the future entered into or
enjoyed by it relating to the use or exploitation of any Intellectual Property
in any part of the world;


 


(vi)          all
its rights now or in the future in relation to trade secrets,
confidential information and knowhow in any part of the world;


 


(vii)         all
its rights and causes of action in respect of infringement(s) (past,
present or future) of the rights referred to in sub-paragraphs (f)(iii) to
(f)(vi) inclusive of this Clause 4.1;


 


(viii)        all
Book Debts now or in the future owing to it;


 


(ix)          all
its interests and rights (if any) in or to any Bank Account and all balances
now or in the future standing to the credit of any Bank Account, and all other
current, deposit or other accounts with any bank or financial institution in
which it has an interest and (to the extent of such interest) all balances now
or in the future standing to the credit of those accounts;


 


(x)            any
beneficial interest, claim or entitlement it has to any pension fund now or in
the future; and


 


10

















 


(xi)                              the
benefit of all licences, consents and authorisations held in connection with
its business or the use of any asset and the right to recover and receive all
compensation which may be payable in respect of them,


 


provided that such Security Interests
shall not extend to any property, assets and rights of the Chargor which are
being effectively charged by any fixed Security Interest created under the
Cayman Share Mortgage.


 


4.2                                 The
Chargor agrees with the Chargee and for the benefit of the Chargee that, until
the security created pursuant to Clause 4.1(d) above is enforced:


 


(a)                                  the
Chargor shall at all times remain liable to perform all the duties and
obligations expressed to be assumed by it now and in relation to any contract
entered into between the Chargor and any person to the same extent as if this
Deed had not been executed; and


 


(b)                                 the
exercise by the Chargee of any of the rights assigned hereunder shall not
release the Chargor from any of its duties or obligations in relation to the
Assigned Property.


 


5.                                      FLOATING CHARGE


 


5.1                                 The
Chargor as a continuing security for the full and punctual payment and
discharge of the Secured Obligations hereby charges in favour of the Chargee by
way of second floating charge the whole of its undertaking and all its
property, assets and rights whatsoever and wheresoever present and future
except to the extent that such undertaking, property, assets and rights are
being effectively encumbered by any fixed Security Interest effected by
Clause 4 or any fixed Security Interest created under the Cayman Share
Mortgage and including any undertaking, property, assets and rights comprised
within a charge which is reconverted under Clause 5.5 below (collectively
the “Floating Charge Property”), but in each
case so that the Chargor shall not (i) in any manner prohibited by the
Indenture Documents, create any Security Interest over any such undertaking,
property, assets and rights (whether having priority over or ranking pari passu with or subject to this Deed), (ii) take
any other step referred to in Clause 8  with
respect to any such undertaking, property, assets and rights or (iii) without
the consent of the Chargee, sell, transfer, part or dispose of any such
undertaking, property, assets and rights except by way of sale in the ordinary
course of business.


 


5.2                                 The
floating charge created by Clause 5.1 above may be crystallised into a
fixed charge by notice in writing given at any time by the Chargee to the
Chargor (the “Notice”). Such
crystallisation shall take effect over the assets or class of assets specified
in the Notice.  If no assets or class of
assets are specified in the Notice, the Notice shall take effect over all the
Floating Charge Property.


 


5.3                                 Notwithstanding
the terms of Clause 5.2 above, the floating charge created by
Clause 5.1 above shall automatically be converted and instantly
crystallised (without the necessity of notice) into a fixed charge over all
Floating Charge Property:


 


(a)                                  in
respect of the Chargor, upon the occurrence of any of the following events:


 


(i)                                     the
presentation of a petition for the winding-up of the Chargor;


 


(ii)                                  the
calling of a meeting or the passing of a resolution for the voluntary
winding-up of the Chargor;


 


(iii)                               the
issuing of a summons or motion for the appointment of a receiver in relation to
the Chargor;


 


11

















 


(iv)                              any
person taking possession, or a trustee, or receiver or similar officer being
appointed, over any of the Floating Charge Property, or distress or any form of
execution is levied or enforce upon or sued out against any such Floating
Charge Property;


 


(v)                                 the
presentation or making of an application for a warrant of execution, writ of fieri facias, garnishee order, charging order or other
enforcement proceeding in respect of any of the Floating Charge Property;


 


(vi)                              the
Chargor becomes or is declared insolvent or otherwise unable to pay its debts
as they fall due in the ordinary course of business; or


 


(vii)                           the
convening by the Chargor of a meeting of its creditors or the making of a
proposal or arrangement or composition with, or any assignment for the benefit
of, its creditors, or the presentation of a petition or calling of a meeting
for the purpose of considering a resolution regarding such matters or other
steps are taken for its winding up, or dissolution;


 


(b)                                 if
(other than as permitted by the Indenture Documents) the Chargor resolves or
takes steps to:


 


(i)                                     charge
or otherwise encumber any of its Floating Charge Property;


 


(ii)                                  create
a trust over any of its Floating Charge Property; or


 


(iii)                               dispose
of any Floating Charge Property;


 


(c)                                  if
any event analogous to any of the events specified in paragraphs (a) and (b) of
this Clause 5.3 occurs under the laws of any applicable jurisdiction,


 


and the Chargee
shall be entitled without notice to the Chargor to take possession of and hold
the same or to appoint a receiver thereof. The provisions of Clause 10 and
Clause 11 shall govern the appointment, removal and powers of a receiver
appointed under this Clause as if he were a Receiver appointed under
Clause 10.


 


5.4                                 Except
as otherwise stated in any notice given under Clause 5.2 above or unless
such notice relates to all its Floating Charge Property, any prospective
Floating Charge Property acquired by the Chargor after crystallisation has
occurred under Clause 5.2 or Clause 5.3 above shall become subject to
the floating charge created by Clause 5.1 above, so that the crystallisation
shall be effective only as to the relevant Floating Charge Property in
existence at the date of crystallisation.


 


5.5                                 Any
charge which has crystallised under Clause 5.2 or 5.3 above may, by notice
in writing given at any time by the Chargee to the Chargor, be reconverted into
a floating charge in relation to the assets specified in such notice.


 


5.6                                 Other
than as permitted or contemplated by the Indenture Documents, the Chargor
covenants not to create any Security Interest over any Floating Charge Property
(whether having priority over, or ranking pari passu
with or subject to the floating charge created by Clause 5.1 above) or
take any other step referred to in Clause 8 save as permitted by this
Deed, the Indenture Documents or with the prior written approval of the Chargee.


 


12

















 


6.                                      DEPOSIT OF DOCUMENTS


 


6.1                                 Subject
to the terms, conditions and provisions of the Intercreditor Agreement, the
Chargor shall, upon request:


 


(a)                                  promptly
execute and/or deliver to the Chargee such documents relating to the Charged
Property as the Chargee reasonably requires, including any notice in respect of
the Security Interests granted hereunder to be served on any relevant bank or
financial institution, obligor or counterparty under any contract forming part
of the Charged Property, Insurer or other relevant person; and


 


(b)                                 serve
such documents or notices on such relevant person as the Chargee may reasonably
require and/or hereby authorises the Chargee to do the same.


 


6.2                                 The
Chargor shall use all reasonable endeavours (including expending reasonable
costs and expenses) to promptly procure the execution and delivery to the
Chargee of acknowledgments by the addressees of the notices delivered to them
pursuant to Clause 6.1 above as applicable.


 


6.3                                 The
Chargor shall, promptly upon execution of this Deed, and in any event within
two Business Days from the date of execution of this Deed, provide evidence in
form and substance satisfactory to the Chargee, that the particulars of this
Deed have been recorded in its Register of Charges to reflect the security
being granted hereunder.


 


7.                                      RIGHTS IN RESPECT OF MORTGAGED SHARES


 


7.1                                 The
Chargor shall pay all calls, instalments or other payments and shall discharge
all other obligations, which may become due in respect of any of its Mortgaged
Shares, provided that the Chargee may at any time after an Event of Default, if
it thinks fit or is required to do so by a requisite majority of Noteholders in
accordance with the Indenture, make such payments or discharge such obligations
on behalf of the Chargor.  Any sums so
paid by the Chargee in respect thereof shall be repayable on demand and pending
such repayment shall constitute part of the Secured Obligations.


 


7.2                                 The
Chargor hereby authorises the Chargee to arrange at any time and from time to
time prior to or after the occurrence of an Event of Default for its Mortgaged
Shares or any part thereof to be registered in the name of the Chargee (or its
nominee) to the extent applicable under relevant laws thereupon to be held, as
so registered, subject to the terms of this Deed and, at the request of the
Chargee, the Chargor in each case shall without delay procure that the
foregoing shall be done.


 


8.                                      PRESERVATION OF SECURITY


 


8.1                                 It
is hereby agreed and declared that:


 


(a)                                  the
security created by this Deed shall be held by the Chargee as a continuing
security for the payment and discharge of the Secured Obligations and the
security so created shall not be satisfied by any intermediate payment or
satisfaction of any part of the Secured Obligations;


 


(b)                                 the
Chargee shall not be bound to enforce any other security before enforcing the
Security Interests created by this Deed;


 


(c)                                  no
delay or omission on the part of the Chargee in exercising any right, power or
remedy under this Deed shall impair such right, power or remedy or be construed
as a waiver thereof nor shall any single or partial exercise of any such right,
power or remedy 


 


13

















 


preclude any
further exercise thereof or the exercise of any other right, power or
remedy.  The rights, powers and remedies
herein provided are cumulative and not exclusive of any rights, powers and
remedies provided by law and may be exercised from time to time and as often as
the Chargee may deem expedient; and


 


(d)                                 any
waiver by the Chargee of any terms of this Deed shall only be effective if
given in writing and then only for the purpose and upon the terms for which it
is given.


 


8.2                                 Unless
and until an Event of Default:


 


(a)                                  the
Chargor shall be entitled to exercise all voting and consensual powers
pertaining to its Charged Property or any part thereof for all purposes not
inconsistent with the terms of this Deed or the other Indenture Documents;


 


(b)                                 the
Chargor shall be entitled to receive and retain any distributions, interest or
other moneys or assets accruing on or in respect of its Charged Property or any
part thereof.


 


8.3                                 The
Chargee shall not have any duty to ensure that any moneys or assets receivable
in respect of the Charged Property are duly and punctually paid, received or
collected as and when the same become due and payable or to ensure that the
correct accounts (if any) are paid or received on or in respect of the Charged
Property or to ensure the taking up of any (or any offer of any) rights, moneys
or other property paid, distributed, accruing or offered at any time on or in
respect of, any of the Charged Property.


 


8.4                                 Any
settlement or discharge under this Deed between the Chargee and the Chargor
shall be conditional upon no security or payment to the Chargee by the Chargor
or any other person being avoided or set aside or ordered to be refunded or
reduced by virtue of any provision or enactment relating to bankruptcy,
insolvency, administration or liquidation for the time being in force and,
if such condition is not satisfied, the Chargee shall be entitled to
recover from the Chargor on demand the value of such security or the amount of
any such payment as if such settlement or discharge had not occurred.


 


8.5                                 The
rights of the Chargee under this Deed and the security hereby constituted shall
not be affected by any act, omission, matter or thing which, but for this
provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including
without limitation, and whether or not known to or discoverable by the
Chargor, the Chargee or any other person:


 


(a)                                  any
time or waiver granted to or composition with the Chargor or any other person;


 


(b)                                 the
taking, variation, compromise, renewal or release of or refusal or neglect to
perfect or enforce any rights, remedies or securities against the Chargor or
any other person;


 


(c)                                  any
legal limitation, disability, incapacity or other circumstances relating to the
Chargor or any other person;


 


(d)                                 any
amendment or supplement to any Indenture Document or any other document or
security (including any amendment the effect of which is to change the nature
or amount of any facilities made available thereunder or to change the nature
or extent of any obligations thereunder);


 


(e)                                  the
dissolution, liquidation, amalgamation, reconstruction or reorganisation of the
Chargor or any other person; or


 


(f)                                    the
unenforceability, invalidity or frustration of any obligations of the Chargor
or any other person under any Indenture Document or any other document or
security.


 


14

















 


8.6                                 Subject
to the terms of the Intercreditor Agreement, during the Security Period, no
Chargor shall by virtue of any payment made hereunder on account of the Secured
Obligations or by virtue of any enforcement by the Chargee of its rights under,
or the security constituted by, this Deed or any Indenture Document or by
virtue of any relationship between or transaction involving the Chargor (whether
such relationship or transaction shall constitute the Chargor (other than the
Issuer) a creditor of the Issuer, a guarantor of the obligations of the Issuer
or in part subrogated to the rights of others against the Issuer or otherwise
howsoever and whether or not such relationship or transaction shall be related
to, or in connection with, the subject matter of this Deed):


 


(a)                                  exercise
any rights of subrogation against any of the Original Chargors or any other
person in relation to any rights, security or moneys held or received or
receivable by the Chargee or any person;


 


(b)                                 exercise
any right of contribution from any co-surety liable in respect of such moneys
and liabilities under any other guarantee, security or agreement;


 


(c)                                  exercise
any right of set-off or counterclaim against any Original Chargors or any such
co-surety;


 


(d)                                 receive,
claim or have the benefit of any payment, distribution, security or indemnity
from any Original Chargors; or


 


(e)                                  unless
so directed by the Chargee (when the Chargor will prove in accordance with such
directions), claim as a creditor of any Original Chargors in competition with
the Chargee.


 


The Chargor shall hold in
trust for the Chargee and forthwith pay or transfer (as appropriate) to the
Chargee any such payment (including an amount to any such set-off),
distribution or benefit of such security, indemnity or claim in fact received
by it.


 


8.7                                 During
the Security Period, the Chargee may at any time keep in a separate account or
accounts (without liability to pay interest thereon) in the name of the Chargee
for as long as it may think fit, any moneys received, recovered or realised
under this Deed or under any other guarantee, security or agreement relating in
whole or in part to the Secured Obligations without being under any
intermediate obligation to apply the same or any part thereof in or towards the
discharge of the Secured Obligations or any other amount owing or payable under
the Indenture Documents; provided that the Chargee shall be obliged to apply
amounts standing to the credit of such account or accounts once the aggregate
amount held by the Chargee in any such account or accounts opened pursuant
hereto is sufficient to satisfy the outstanding amount of the Secured
Obligations in full.


 


8.8                                 The
Chargor hereby covenants that during the Security Period it will remain the
legal and beneficial owner of its Charged Property (subject to the Security
Interests hereby created and subject to the security created under the prior
ranking security created under the First Priority Security Debenture) and that
it will not (other than as permitted or contemplated by the Indenture
Documents):


 


(a)                                 create
or suffer the creation of any Security Interests (other than those created by
this Deed) or any other interest on or in respect of the whole or any part of
the Charged Property or any of its interest therein; or


 


(b)                                sell,
assign, transfer or otherwise dispose of any of its interest in the Charged
Property without the prior consent in writing of the Chargee.


 


8.9                                 The
Chargor shall during the subsistence of this Deed:


 


15

















 


(a)                                  observe
and perform all the obligations assumed by it and exercise all its rights and
discretions in relation to its Charged Property upon the instructions of the
Chargee or its nominee and shall diligently pursue any remedies available to it
in respect of any material breach or claim arising in relation to the Charged
Property upon the instructions of the Chargee or its nominee and will not,
without the prior written consent of the Chargee cause or permit any rights
attaching to the Charged Property to be varied or abrogated and the Chargee
shall be under no obligation of any kind whatsoever in respect thereof or be
under any liability whatsoever in the event of any failure by the Chargor to
perform its obligations in respect thereof;


 


(b)                                 promptly
pay all capital contributions and other payments due in respect of its  Charged Property and if the Chargor
fails to make any such payments, the Chargee may, but shall not be obliged to,
make such payments on behalf the Chargor in which event any sums so paid shall
be reimbursed on demand by the Chargor to the Chargee;


 


(c)                                  indemnify
the Chargee on a full indemnity basis against all calls or other payments
relating to the Charged Property and against any defects in the Chargor’s title
to the Charged Property and against all actions, proceedings, losses, costs,
claims or demands suffered or incurred in respect of anything done or omitted
in any way relating to the Charged Property or in the exercise or purported
exercise of any of the powers contained in this Deed by the Chargee other than
as a result of the gross negligence or wilful default of the Chargee; and


 


(d)                                 give
the Chargee immediate notice, in the event that any action, suit or other
proceeding at law, in equity, in arbitration or before any other authority
involving or affecting the Charged Property becomes known to it or is
contemplated by the Chargor, and if the Chargor is contemplating such action,
suit or other proceeding, the Chargor shall obtain the prior written consent of
the Chargee before commencing such action, suit or other proceeding.


 


9.                                      ENFORCEMENT OF SECURITY


 


9.1                                 Subject
to the terms of the Intercreditor Agreement, at any time after the occurrence
of an Event of Default or if a demand is made for the payment of the Secured
Obligations, the security hereby constituted shall become immediately
enforceable and the rights of enforcement of the Chargee under this Deed shall
be immediately exercisable upon and at any time thereafter and, without
prejudice to the generality of the foregoing, the Chargee without further
notice to the Chargor may, whether acting on its own behalf or through a
receiver or agent:


 


(a)                                  solely
and exclusively exercise all voting rights attaching to the Charged Property
and shall exercise such rights in such manner as the Chargee may in its
absolute discretion determine;


 


(b)                                 receive
and retain all distributions, profits, income, returns of contributions,
interest or other moneys or assets accruing on or in respect of the Charged
Property or any part thereof, such distributions, profits, income, returns of
contributions, interest or other moneys or assets to be held by the Chargee, as
additional security assigned and charged under and subject to the terms of this
Deed and any such distributions, profits, income, returns of contributions,
interest and other moneys or assets received by the Chargor after such time
shall be held in trust by the Chargor for the Chargee and paid or transferred
to the Chargee on demand;


 


(c)                                  take
possession of, get in, assign, exchange, sell, transfer, grant options over or
otherwise dispose of the Charged Property or any part thereof at such place and
in such manner and at such price or prices as the Chargee may deem fit, and
thereupon the 


 


16

















 


Chargee shall
have the right to deliver, assign and transfer in accordance therewith the
Charged Property so sold, transferred, granted options over or otherwise
disposed of;


 


(d)                                 borrow
or raise money either unsecured or on the security of the Charged Property
(either in priority to this Deed  or
otherwise);


 


(e)                                  settle,
adjust, refer to arbitration, compromise and arrange any claims, accounts,
disputes, questions and demands with or by any person who is or claims to be a
creditor of the Chargor or relating to the Charged Property;


 


(f)                                    bring,
prosecute, enforce, defend and abandon actions, suits and proceedings in
relation to the Charged Property or any business of the Chargor;


 


(g)                                 make
any arrangement or compromise on behalf of the Chargor in respect of the
Secured Obligations;


 


(h)                                 rank
and claim in the insolvency of the Chargor and receive dividends and accede to
agreements for the creditors of the Chargor;


 


(i)                                     with
a view to, or in connection with, the management or disposal of the
Charged Property carry out any transaction, scheme or arrangement which
the Chargee may, in its absolute discretion, consider appropriate;


 


(j)                                     appoint
and engage employees, managers, agents and advisers upon such terms as to
remuneration and otherwise and for such periods as it may determine, and
dismiss them;


 


(k)                                  redeem
any security (whether or not having priority to this Deed) over the
Charged Property and to settle the accounts of any person with an interest
in the Charged Property;


 


(l)                                     exercise
and do (or permit the Chargor or any nominee of the Chargor to exercise and do)
all such rights and things as the Chargee would be capable of exercising or
doing if it were the absolute beneficial owner of the Charged Property;


 


(m)                               do
anything else it may think fit for the realisation of the Charged Property or
incidental to the exercise of any of the rights conferred on the Chargee under
or by virtue of any document to which the Chargor is party; and


 


(n)                                 exercise
all rights and remedies afforded to it under applicable law.


 


9.2                                 The
Chargee shall not be obliged to make any enquiry as to the nature or
sufficiency of any payment received by it under this Deed or to make any claim
or to take any action to collect any moneys assigned by this Deed or to enforce
any rights or benefits assigned to the Chargee by this Deed or to which the
Chargee may at any time be entitled hereunder.


 


9.3                                 Upon
any sale of the Charged Property or any part thereof by the Chargee, the
purchaser shall not be bound to see or enquire whether the Chargee’s power of
sale has become exercisable in the manner provided in this Deed and the sale
shall be deemed to be within the power of the Chargee, and the receipt of the Chargee
for the purchase money shall effectively discharge the purchaser who shall not
be concerned with the manner of application of the proceeds of sale or be in
any way answerable therefor.


 


9.4                                 Subject
to the terms of the Intercreditor Agreement, any money received or realised by
the Collateral Agent under the powers conferred by this Deed shall be paid or
applied in a manner consistent with Section 6.02 of the U.S. Security
Agreement.


 


17

















 


9.5                                 During
the Security Period, the Collateral Agent may refrain from applying or
enforcing any other moneys, security or rights held by it in respect of the
Secured Obligations or may apply and enforce such moneys, security or
rights in such manner and in such order as it shall decide in its unfettered
discretion.


 


9.6                                 Neither
the Chargee nor its agents, managers, officers, employees, delegates and
advisers shall be liable for any claim, demand, liability, loss, damage, cost
or expense incurred or arising in connection with the exercise or purported
exercise of any rights, powers and discretions hereunder in the absence of
dishonesty or wilful default.


 


9.7                                 The
Chargee shall not by reason of the taking of possession of the whole or any
part of the Charged Property or any part thereof be liable to account as
mortgagee-in-possession or for anything except actual receipts or be liable for
any loss upon realisation or for any default or omission for which a
mortgagee-in-possession might be liable.


 


10.                               APPOINTMENT OF A RECEIVER


 


10.1                           At any time after occurrence of:


 


(a)                                  an
Event of Default; or


 


(b)                                 a
request has been made by the Chargor to the Chargee for the appointment of a
receiver over its assets or in respect of the Chargor,


 


then
notwithstanding the terms of any other agreement between that Chargor and any
person but subject to the Intercreditor Agreement, the Chargee may (unless
precluded by law) appoint in writing any person or persons to be a receiver or
receiver and manager of all or any part of the Charged Property as the Chargee
may choose in its entire discretion.


 


10.2                           Where
more than one receiver is appointed, the appointees shall have power to act
jointly or separately unless the Chargee shall specify to the contrary.


 


10.3                           The
Chargee may from time to time determine the remuneration of a receiver.


 


10.4                           The
Chargee may remove a receiver from all or any of the Charged Property of which
he is the receiver and after the receiver has vacated office or ceased to act
in respect of any of the Charged Property, appoint a further receiver over all
or any of the Charged Property in respect of which he shall have ceased to act.


 


10.5                           Such
an appointment of a receiver shall not preclude the:


 


(a)                                  Chargee
from making any subsequent appointment of a receiver over all or any Charged Property
over which a receiver has not previously been appointed or has ceased to act;
or


 


(b)                                 appointment
of an additional receiver to act while the first receiver continues to act.


 


10.6                           The
receiver shall be the agent of the Chargor (which shall be solely liable for
his acts, defaults and remuneration) unless and until the Chargor is
placed into liquidation, after which time he shall act as principal.  The receiver shall not at any time become the
agent of the Chargee.


 


18

















 


11.                               POWERS OF A RECEIVER


 


11.1                           Subject
to the terms of the Intercreditor Agreement, in addition to those powers
conferred by law, a receiver shall have and be entitled to exercise in relation
to the Chargor all the powers set forth below:


 


(a)                                  to
exercise all rights of the Chargee under or pursuant to this Deed, including
all voting and other rights attaching to the Charged Property;


 


(b)                                 to
make any arrangement or compromise with others as he shall think fit;


 


(c)                                  to
appoint managers, officers and agents for the above purposes at such
remuneration as the receiver may determine;


 


(d)                                 to
redeem any prior encumbrance and settle and pass the accounts of the
encumbrancer and any accounts so settled and passed shall (subject to any
manifest error) be conclusive and binding on the Chargor and the money so paid
shall be deemed an expense properly incurred by the receiver;


 


(e)                                  to
pay the proper administrative charges in respect of time spent by its agents
and employees in dealing with matters raised by the receiver or relating to the
receivership of the Chargor; and


 


(f)                                    to
do all such other acts and things as may be considered by the receiver to be
incidental or conducive to any of the above matters or powers or otherwise
incidental or conducive to the preservation, improvement or realisation of the
Charged Property or the value thereof.


 


12.                               FURTHER ASSURANCES


 


12.1                           The
Chargor shall, at its own expense, promptly do all such acts or execute all
such documents (including assignments, transfers, assigns, charges, notices and
instructions) as the Chargee may reasonably specify and in such form as the
Chargee may reasonably require in order to:


 


(a)                                  perfect
or protect the security created or intended to be created under or evidenced by
this Deed (which, subject to the terms of the First Priority Security
Debenture, may include the execution of a legal mortgage, charge, assignment or
other security over all or any of the assets which are, or are intended to be,
the subject of this Deed) or for the exercise of any rights, powers and
remedies of the Chargee provided by or pursuant to this Deed, the Indenture
Documents or by law;


 


(b)                                 confer
on the Chargee security over any property and assets of the Chargor located in
any jurisdiction which is (to the extent permitted by local law) equivalent or
similar to the security intended to be conferred by or pursuant to this Deed;


 


(c)                                  following
an Event of Default, subject to the Intercreditor Agreement, facilitate the
realisation of the assets which are, or are intended to be, the subject of this
Deed.


 


12.2                           Without
limiting the other provisions of this Deed, the Chargor shall, at its own
expense, take all such action as is available to it (including making all
filings and registrations) as may be necessary for the purpose of the creation,
perfection, protection or maintenance of any security conferred or intended to
be conferred on the Chargee by or pursuant to this Deed.


 


13.                               INDEMNITIES


 


13.1                          The
Chargor will indemnify and save harmless the Chargee, any receiver and each
agent or attorney appointed under or pursuant to this Deed from and against any
and all reasonable 


 


19
















 


expenses, claims, liabilities, losses,
taxes, costs, duties, fees and charges suffered, incurred or made by the
Chargee or such agent or attorney other than as a result of the gross
negligence or wilful default of the Chargee:


 


(a)                                  in
the exercise or purported exercise of any rights, powers or discretions vested
in them pursuant to this Deed;


 


(b)                                 in
the preservation or enforcement of the Chargee’s rights under this Deed or the
priority thereof;


 


(c)                                  on
the release of any part of the Charged Property from the security created by;
or


 


(d)                                 arising
out of any breach by the Chargor of any term of this Deed,


 


and the Chargee
or such receiver, agent or attorney may retain and pay all sums in respect of
the same out of money received under the powers conferred by this Deed.  All amounts suffered, incurred or paid by the
Chargee or such receiver, agent or attorney or any of them shall be recoverable
on a full indemnity basis provided that nothing in this Clause 13.1 shall
require the Chargor to indemnify and save harmless the Chargee from and against
any expenses, claims, liabilities, losses, taxes, costs, duties, fees and
charges suffered, incurred or made by the Chargee as a result of the Chargee’s
gross negligence, fraud or wilful default.


 


13.2                           If,
under any applicable law or regulation, and whether pursuant to a judgment
being made or registered against the Chargor or the bankruptcy or liquidation
of the Chargor or for any other reason any payment under or in connection with
this Deed is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such
payment is due under or in connection with this Deed (the “Contractual
Currency”), then to the extent that the amount of such payment
actually received by the Chargee when converted into the
Contractual Currency at the rate of exchange, falls short of the amount
due under or in connection with this Deed, the Chargor, as a separate and
independent obligation, shall indemnify and hold harmless the Chargee
against the amount of such shortfall. 
For the purposes of this Clause 13.2, “rate of
exchange” means the rate at which the Chargee is able on or about
the date of such payment to purchase the Contractual Currency with the
Payment Currency and shall take into account any premium and other costs
of exchange with respect thereto.


 


14.                               POWER OF ATTORNEY


 


14.1                          The
Chargor, by way of security and in order more fully to secure the performance
of its obligations hereunder, hereby irrevocably appoints the Chargee and the
persons deriving title under it (including, but without any limitation, any
receiver) jointly and also severally (with full power of substitution and
delegation) to be its attorney-in-fact:


 


(a)                                  to
execute and complete in favour of the Chargee or its nominees or of any purchaser
any documents which the Chargee may from time to time require for perfecting
the Chargee’s title to, for vesting any of the assets and property hereby
charged, or assigned in the Chargee or its nominees or in any
purchaser or for any of the purposes contemplated by this Deed;


 


(b)                                 after
the occurrence of an Event of Default, to give effectual discharges for
payments, to take and institute on non-payment (if the Chargee in its sole
discretion so decides) all steps and proceedings in the name of the Chargor or
of the Chargee for the recovery of such moneys, property and assets hereby
charged or assigned;


 


(c)                                  after
the occurrence of an Event of Default, to agree accounts and make allowances
and give time or other indulgence to any surety or other person liable;


 


20

















 


(d)                                 so
as to enable the Chargee to carry out in the name of the Chargor any obligation
imposed on the Chargor by this Deed (including the execution and delivery of
any deeds, charges, assignments or other security and any transfers of the
Charged Property and the exercise of all the Chargor’s rights and discretions
in relation to the Charged Property);


 


(e)                                  so
as to enable the Chargee and any receiver or other person to exercise, or
delegate the exercise of, any of the rights, powers and authorities conferred
on them by or pursuant to this Deed or by law (including, after the occurrence
of an Event of Default, the exercise of any right of a legal and beneficial
owner of the Charged Property), and


 


(f)                                    generally
for it and in its name and on its behalf and as its act and deed or otherwise
execute, seal and deliver and otherwise perfect and do any such legal
assignments and other assurances, charges, authorities and documents over the
moneys, property and assets hereby charged, and all such deeds, instruments,
acts and things which may be required for the full exercise of all or any of
the powers conferred or which may be deemed proper on or in connection with any
of the purposes aforesaid


 


in each case, subject to the terms,
conditions and provisions of the Intercreditor Agreement.


 


14.2                           Notwithstanding
any other provision of clause 14.1, such power shall not be exercisable by or
on behalf of the Chargee as the case may be until an Event of Default has
occurred.


 


14.3                           The
power hereby conferred shall be a general power of attorney and the Chargor
hereby ratifies and confirms and agrees to ratify and confirm any instrument,
act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to herein,
the exercise by the Chargee of such power shall be conclusive evidence of
its right to exercise the same.


 


15.                               EXPENSES


 


15.1                          The
Chargor shall pay to the Chargee on demand all reasonable costs, fees and expenses
(including, but not limited to, properly incurred legal fees and expenses) and
taxes thereon incurred by the Chargee or for which the Chargee may become
liable in connection with:


 


(a)                                  the
negotiation, preparation and execution of this Deed;


 


(b)                                 the
preserving or enforcing of, or attempting to preserve or enforce, any of its
rights under this Deed or the priority hereof;


 


(c)                                  any
variation of, or amendment or supplement to, any of the terms of this Deed; or


 


(d)                                 any
consent or waiver required from the Chargee in relation to this Deed,


 


and in the case
referred to in Clauses 15.1(c) and 15.1(d) regardless of whether
the same is actually implemented, completed or granted, as the case may be.


 


15.2                          The
Chargor shall pay promptly all registration, stamp, documentary and other like
duties and taxes to which this Deed may be subject or give rise and shall
indemnify the Chargee on demand against any and all liabilities with respect to
or resulting from any delay or omission on the part of the Chargor to pay any
such duties or taxes.


 


21

















 


16.                               RELEASE


 


16.1                           Subject
to Clause 16.2, when all the Secured Obligations have been paid in full in
cash or the Security Interest created by this Deed is automatically released pursuant
to section 11.04 or the Indenture, the Collateral Agent shall (at the
request and cost of the Chargor) execute such documents and do all such
reasonable acts as may be necessary to release the Charged Property from the
security constituted by this Deed. Such release shall not prejudice the rights
of the Collateral Agent under Clause 13.


 


16.2                           If
the Chargee considers in good faith that any amount received in payment or
purported payment of the Secured Obligations (whether received from or paid by
a Chargor or any other relevant person) is capable of being avoided or reduced
by virtue of any insolvency or other similar laws:


 


(a)                                  the
liability of the Chargor under this Deed and the security constituted by this
Deed shall continue and such amount shall not be considered to have been
irrevocably paid; and


 


(b)                                 the
Chargee may keep any security held by it in respect of the Chargor’s liability
under the Indenture Documents in order to protect the Secured Parties against
any possible claim under insolvency law for up to six years after all
Secured Obligations have been satisfied. 
If a claim is made against a Secured Party within that period,
the Chargee may keep the security until that claim has finally been dealt
with.


 


17.                               NOTICES


 


17.1                           Any
notice or other communication given or made under or in connection with the
matters contemplated by this Deed shall be provided in accordance with Section 12.03
of the Indenture.


 


18.                               ASSIGNMENTS


 


18.1                           This
Deed shall be binding upon and shall enure to the benefit of the Chargor,
the Collateral Agent and each of their respective successors and (subject
to clauses 18.2 and 18.3) assigns and references in this Deed to any of them
shall be construed accordingly.


 


18.2                           The
Chargor may not assign or transfer all or any part of its rights and/or
obligations under this Deed.


 


18.3                           The
Collateral Agent may assign and transfer its rights pursuant to this Deed in
accordance with the terms of Clause 7.05 of the U.S.
Security Agreement.


 


19.                               COLLATERAL AGENT


 


19.1                          The
Collateral Agent holds the benefit of this Deed (and any other security
created in its favour pursuant to this Deed) as agent for and on behalf of the
Secured Parties pursuant to the terms of the Indenture and U.S. Security
Agreement.  The retirement of the
person for the time being acting as Collateral Agent and the appointment of a
successor shall be effected in the manner provided for in the Indenture.


 


19.2                           Nothing
in this Deed shall constitute or be deemed to constitute a partnership between
any of the Secured Parties and the Collateral Agent.


 


20.                               SET-OFF


 


20.1                           The
Chargor authorises the Collateral Agent (but the Collateral Agent shall not be
obliged to exercise such right), after the occurrence of an Event of Default to
set off against the Secured Obligations any amount or other obligation
(contingent or otherwise) owing by the Collateral Agent to the Chargor.


 


22

















 


21.                               SUBSEQUENT SECURITY INTERESTS


 


21.1                          If
the Chargee at any time receives or is deemed to have received notice of any
subsequent Security Interest affecting all or any part of the Charged Property
or any assignment or transfer of the Charged Property which is prohibited by
the terms of this Deed, all payments thereafter by or on behalf of the Chargor
to the Collateral Agent shall be treated as having been credited to a new
account of the Chargor and not as having been applied in reduction of the
Secured Obligations as at the time when the Collateral Agent received such
notice.


 


22.                               COVENANTS


 


22.1                          The
Chargor hereby makes the covenants set out in Sections 4.04, 4.05, 4.06, 4.07,
4.09, 4.12(a), 4.12(b), 4.13(a), 4.13(b), 4.13(c), 4.13(d), 4.13(e), 4.13(f),
4.13(g), 4.13(h) and 4.13(i), inclusive, of the U.S. Security Agreement
and such covenants are hereby incorporated by reference into this Deed.  For the purposes of this Clause 22.1, all
references to Grantor or Grantors in the aforementioned Sections of the U.S.
Security Agreement shall be construed as references to the Chargor and, where
not otherwise defined in this Deed, the defined terms used in such Sections
shall bear the meanings ascribed thereto in the U.S. Security Agreement.


 


22.2                          If
at any time the Chargor shall take a security interest in any property of a
debtor in respect of an Intercompany Loan or any other person to secure payment
and performance of an Intercompany Loan, such Chargor shall promptly assign
such security interest to the Collateral Agent to the extent permitted by any
contracts or arrangements to which such property is subject.  Such assignment need not be filed on public
record unless necessary to continue the perfected status of the security
interest against creditors of and transferees from the debtor in respect of the
relevant Intercompany Loan or other person granting the security interest.


 


22.3                          The
Chargor will not, without the Collateral Agent’s prior written consent, grant
any extension of the time of payment of any of the Intercompany Loans,
compromise, compound or settle the same for less than the full amount thereof,
release, wholly or partly, any person liable for the payment thereof or allow
any material credit or discount whatsoever thereon, other than extensions,
credits, discounts, compromises or settlements granted or made in the ordinary
course of business and consistent with its current practices.


 


23.                               MISCELLANEOUS


 


23.1                          The
Chargee, at any time and from time to time, may delegate by power of attorney
or in any other manner to any person or persons all or any of the powers,
authorities and discretions which are for the time being exercisable by the
Chargee under this Deed in relation to the Charged Property or any part
thereof.  Any such delegation may be made
upon such terms and be subject to such regulations as the Chargee may think
fit.  The Chargee shall not be in any way
liable or responsible to the Chargor for any loss or damage arising from any
act, default, omission or misconduct on the part of any such delegate
provided the Chargee has acted reasonably in selecting such delegate.


 


23.2                          If
any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Deed or any deed or document emanating
from it shall be found to be void but would be valid if some part thereof were
deleted or modified, then the Provision shall apply with such deletion or
modification as may be necessary to make it valid and effective.


 


23.3                          This
Deed (together with any documents referred to herein) constitutes the whole
agreement between the Parties relating to its subject matter and no variations
hereof shall be effective unless made in writing and signed by each of the
Parties.


 


23

















 


23.4                           Each
document, instrument, statement, report, notice or other communication
delivered in connection with this Deed shall be in English or where not in
English shall be accompanied by a certified English translation which
translation shall with respect to all documents of a contractual nature and all
certificates and notices to be delivered hereunder be the governing version and
upon which in all cases the Chargee and the Secured Parties shall be entitled
to rely.


 


23.5                          This
Deed may be executed in counterparts each of which when executed and delivered
shall constitute an original but all such counterparts together shall
constitute one and the same instrument.


 


23.6                           The
parties intend that this Deed takes effect as a deed notwithstanding the fact
that the Chargee may only execute it under hand.


 


24.                               ACKNOWLEDGMENT


 


24.1                           By
execution hereof, the Chargor acknowledges that the Intercompany Loan in
respect of which the Chargor is the debtor has been assigned by way of
security and agrees that this Deed and the U.S. Security Agreement shall
constitute notice of such assignment.


 


25.                               LAW AND JURISDICTION


 


25.1                          This
Deed shall be governed by and construed in accordance with the laws of the
Cayman Islands and the Parties hereby irrevocably submit to the
non-exclusive jurisdiction of the courts of the Cayman Islands, provided
that nothing in this clause shall affect the right of the Chargee to serve
process in any manner permitted by law or limit the right of the Chargee to
take proceedings with respect to this Deed against the Chargor in any
jurisdiction nor shall the taking of proceedings with respect to this Deed in
any jurisdiction preclude the Chargee from taking proceedings with respect to
this Deed in any other jurisdiction, whether concurrently or not.


 


26.                               INTERCREDITOR AGREEMENT.


 


26.1                          The
Security Interests created by this Deed on the property described herein are
subordinate to the Security Interests on such property created by any similar
instrument already granted to any First Priority Secured Party, in such
property, in accordance with the provisions of the Intercreditor
Agreement.  Notwithstanding anything to
the contrary, the exercise of any right or remedy by the Collateral Agent
hereunder is subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the
terms of the Intercreditor Agreement and this Deed, the terms of the
Intercreditor Agreement shall govern.


 


24

















 


IN
WITNESS whereof this Debenture has been entered into by the
parties and executed as a deed on the day and the year first before written.


 


	
  EXECUTED AS A DEED by SEAGATE HDD

  	
  )

  	
  /s/
  Kenneth M. Massaroni

  
	
  CAYMAN:

  	
  )

  	
  Duly
  Authorised Signatory

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  Name:

  	
  Kenneth
  M. Massaroni

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  Title:

  	
  Director

  
	
   

  	
  )

  	
   

  	
   

  



 


 


	
  in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Demetrios N. Mavrikis

  	
   

  
	
  Signature
  of Witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Demetrios
  N. Mavrikis

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  920
  Disc Dr, Scotts Valley, CA 95066

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
  Executive
  Assistant

  	
   

  



 


[Signature
Page to Second Lien Debenture – Seagate HDD Cayman]


 


25

















 


	
  EXECUTED AS A DEED by JPMORGAN 

  	
  )

  	
  /s/
  Maddy Hall

  
	
  CHASE BANK, N.A.:

  	
  )

  	
  Duly
  Authorised Signatory

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  



 


 


	
  in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Brian A. Buchanan, Vice President

  	
   

  
	
  Signature
  of Witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Brian
  A. Buchanan, Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Wells
  Fargo Bank, N.A.

  Corporate Trust Services

  707 Wilshire Blvd, 17th Floor

  Los Angeles, CA 90017

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
  Corporate
  Trust Officer

  	
   

  



 


[Signature
Page to Second Lien Debenture – Seagate HDD Cayman]


 


26

















 


SCHEDULE 1


 


[Reserved]


 


27

















 


SCHEDULE 2


 


BANK ACCOUNTS


 


	
  NAME OF CHARGOR

  	
   

  	
  BANK NAME & ADDRESS

  	
   

  	
  CURRENCY

  	
   

  	
  ACCOUNT NO.

  	
   

  
	
  Deposit Accounts

  	
   

  
	
  Seagate HDD CAYMAN

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  



 


28

















 


SCHEDULE 3


 


INTERCOMPANY LOANS


 


	
  NAME OF BORROWER

  	
   

  	
  NAME OF CHARGOR

  LENDER

  	
   

  	
  AMOUNT

  OUTSTANDING AS AT

  FEB 09

  	
   

  	
  MAXIMUM LOAN

  AMOUNT

  	
   

  
	
  n/a

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  



 


29

















 


SCHEDULE 4


 


PATENTS


 


PATENTS
- GRANTED


 


	
  NAME OF CHARGOR OWNER

  	
   

  	
  PATENT NUMBER

  
	
  Seagate
  HDD Cayman

  	
   

  	
  n/a

  



 


PATENTS
- PUBLISHED


 


	
  NAME OF CHARGOR OWNER

  	
   

  	
  APP NUMBER

  
	
  Seagate
  HDD Cayman

  	
   

  	
  n/a

  



 


30

















 


SCHEDULE 5


 


REAL PROPERTY


 


	
  NAME OF CHARGOR

  LESSEE/OWNER

  	
   

  	
  PROPERTY ADDRESS

  	
   

  	
  COUNTRY

  	
   

  	
  LEASED OR

  OWNED

  
	
  Seagate
  HDD Cayman

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  n/a

  



 


31