Exhibit
10.3


 


SECOND SUPPLEMENTAL INDENTURE


 


dated as of March 1, 2010


 


among


 


SEAGATE TECHNOLOGY INTERNATIONAL,


 


SEAGATE TECHNOLOGY PLC


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee


 






 


10.00% Senior Secured Second-Priority Notes due 2014


 

















 


THIS SECOND SUPPLEMENTAL INDENTURE (this “Second 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 TECHNOLOGY
PLC, a public limited company incorporated under the laws of Ireland (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, Seagate HDD Cayman, an exempted limited
liability company incorporated under the laws of the Cayman Islands (“New Cayco”), became a Guarantor under the Indenture pursuant
to a supplemental indenture, dated as of the date hereof (the “First Supplemental Indenture”), among the Issuer, New Cayco
and the Trustee;


 


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 Second 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 Second 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 Second Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


 


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


 


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


 


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


 


[Signature
Page Follows]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Second 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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Maddy Hall

  
	
   

  	
   

  	
  Name: Maddy
  Hall

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


[Signature
Page to Second Supplemental Indenture]


 

















 


GIVEN under the Common Seal of

SEAGATE TECHNOLOGY PLC

as a Guarantor


in the
presence of:


 


 


	
   

  	
  /s/ Kenneth
  M. Massaroni

  
	
   

  	
  KENNETH
  M. MASSARONI

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Patrick
  J. O’Malley III

  
	
   

  	
  PATRICK
  J. O’MALLEY III

  
	
   

  	
  DIRECTOR

  



 


 


	
  Witness
  signature:

  	
  /s/
  Demetrios N. Mavrikis

  	
   

  
	
  Name:
  Demetrios N. Mavrikis

  
	
  Address:
  920 Disc Dr, Scotts Valley, CA 95066

  
	
  Occupation: Executive
  Assistant

  



 


[Signature
Page to Second Supplemental Indenture]