Exhibit
10.2


 


FIRST SUPPLEMENTAL INDENTURE


 


dated as of March 1, 2010


 


among


 


SEAGATE TECHNOLOGY INTERNATIONAL,


 


SEAGATE HDD CAYMAN


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee


 






 


10.00% Senior Secured Second-Priority Notes due 2014


 

















 


THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered
into as of March 1, 2010, among SEAGATE TECHNOLOGY INTERNATIONAL, an
exempted limited liability company organized under the laws of the Cayman
Islands (the “Issuer”), SEAGATE
HDD CAYMAN, an exempted limited liability company incorporated under the laws
of the Cayman Islands (the “Undersigned”),
and Wells Fargo Bank, National Association, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Issuer, the Guarantors party thereto
and the Trustee entered into the Indenture, dated as of May 1, 2009 (the “Indenture”), relating to the Issuer’s
10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”);


 


WHEREAS, as a condition to the Trustee entering into
the Indenture and the purchase of the Notes by the Holders, the Issuer agreed
pursuant to the Indenture to cause certain entities to provide Guaranties in
certain circumstances.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained and intending to be legally bound, the
parties to this First Supplemental Indenture hereby agree as follows:


 


Section 1. 
Capitalized terms used herein and not otherwise defined herein are used
as defined in the Indenture.


 


Section 2. 
The Undersigned, by its execution of this First Supplemental Indenture,
agrees to be a Guarantor under the Indenture and to be bound by the terms of
the Indenture applicable to Guarantors, including, but not limited to, Article 10
thereof.


 


Section 3. 
This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


 


Section 4. 
This First Supplemental Indenture may be signed in various counterparts
which together will constitute one and the same instrument.


 


Section 5. 
This First Supplemental Indenture is an amendment supplemental to the
Indenture, and the Indenture and this First Supplemental Indenture will
henceforth be read together.


 


Section 6. 
The Trustee makes no representation as to the validity or sufficiency of
this First Supplemental Indenture.


 


[Signature
Page Follows]


 

















 


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


 


 


	
   

  	
  SEAGATE TECHNOLOGY
  INTERNATIONAL, as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth M. Massaroni

  
	
   

  	
   

  	
  Name: Kenneth M.
  Massaroni

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEAGATE HDD CAYMAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth M. Massaroni

  
	
   

  	
   

  	
  Name: Kenneth M.
  Massaroni

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maddy Hall

  
	
   

  	
   

  	
  Name: Maddy Hall

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Signature
Page to First Supplemental Indenture]