Exhibit 10.6


 


SUPPLEMENT NO. 1 dated as of March 1,
2010 (this “Supplement”), to the U.S. Security Agreement dated as of April 29,
2009 (as amended, supplemented or otherwise modified from time to time the “U.S.
Security Agreement”), among SEAGATE TECHNOLOGY, an exempted limited
liability company organized under the laws of the Cayman Islands (“Intermediate
Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability
company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of
the Borrower from time to time party thereto (each such subsidiary
individually, a “Subsidiary”
and, collectively, the “Subsidiaries”
and together with the Borrower, the “Grantors”)
and JPMORGAN CHASE BANK, N.A. (“JPMCB”),
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 Intermediate Holdings, the Borrower, 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. Security Agreement and the Credit Agreement.


 


C.  The Grantors have entered into the U.S.
Security 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 property in the United States that would constitute
Collateral if such Loan Party were a party thereto, in each case is required to
enter into the U.S. Security Agreement as a Grantor upon becoming a Subsidiary
Loan Party.  Section 7.15 of the
U.S. Security Agreement provides that such Subsidiaries may become Grantors
under the U.S. Security Agreement by execution and delivery of an instrument in
the form of this Supplement.  The
undersigned Subsidiary (the “New Grantor”) is executing this Supplement
in accordance with the requirements of the Credit Agreement to become a Grantor
under the U.S. Security Agreement in order to induce the Lenders to make additional
Loans and the Issuing Banks 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 Grantor agree as follows:


 


SECTION 1.  In accordance with Section 7.15 of the
U.S. Security Agreement, the New Grantor by its signature below becomes a
Grantor under the U.S. Security


 

















 


Agreement
with the same force and effect as if originally named therein as a Grantor and
the New Grantor hereby (a) agrees to all the terms and provisions of the
U.S. Security Agreement applicable to it as a Grantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Grantor
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 Grantor, as security for the payment and performance in full
of the Obligations (as defined in the U.S. Security Agreement), 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 Grantor’s right, title and interest in
and to the Collateral of the New Grantor. 
Each reference to a “Grantor” in the U.S. Security Agreement
shall be deemed to include the New Grantor. 
The U.S. Security Agreement is hereby incorporated herein by reference.


 


SECTION 2.  The New Grantor 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 Grantor 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 Grantor hereby represents and
warrants that (a) set forth on Schedule I attached hereto is a true
and correct schedule of the location of any and all Collateral of the New
Grantor and (b) set forth under its signature hereto, is the true and
correct location of the chief executive office of the New Grantor.


 


SECTION 5.  Except as expressly supplemented hereby, the
U.S. Security 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, the validity, legality and enforceability of the remaining
provisions contained herein and in the U.S. Security Agreement shall not in any
way be affected or impaired thereby (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 


 


2

















 


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 7.01 of the U.S.
Security Agreement.  All communications
and notices hereunder to the New Grantor shall be given to it at the address
set forth under its signature below, with a copy to the Borrower.


 


SECTION 9.  The New Grantor 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 Grantor and the Administrative Agent have duly
executed this Supplement to the U.S. Security 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. Security 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. Security Agreement]


 

















 


Schedule I to Supplement No. 1

to the U.S. Security Agreement


 


LOCATION OF COLLATERAL


 


	
  Description

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  None.