Exhibit 10.7


 


SUPPLEMENT NO. 1 dated as of March 1,
2010 (this “Supplement”), to the Second Lien U.S. Security Agreement
dated as of May 1, 2009 (as amended, supplemented or otherwise modified
from time to time the “Second Lien U.S. Security Agreement”), among
SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company
organized under the laws of the Cayman Islands (the “Issuer”), SEAGATE
TECHNOLOGY, an exempted limited liability company organized under the laws of
the Cayman Islands, as guarantor (the “Company”), the other Guarantors (as defined in the Indenture
referred to below) listed on Schedule I thereto (each such Guarantor together
with the Issuer and the Company, the “Grantors”
and each a “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in
the Indenture referred to below).


 


A.  Reference is made to (a) the Indenture,
dated as of May 1, 2009 (as amended, supplemented or otherwise modified
from time to time, the “Indenture”), among the Issuer, the Company, the
other Guarantors from time to time party thereto (collectively, the “Guarantors”
and, together with the Issuer, the “Notes Parties”) and Wells Fargo
Bank, National Association, as trustee (in such capacity, the “Trustee”),
pursuant to which the Issuer issued 10.00% Senior Secured Second-Priority Notes
due 2014 (collectively, the “Notes”) and (b) the Intercreditor
Agreement, dated as of May 1, 2009 (as amended, supplemented, replaced or
otherwise modified from time to time, the “Intercreditor Agreement”),
among the Issuer, the Company, the other Guarantors named therein, the
Collateral Agent and JPMorgan Chase Bank, N.A., as administrative agent under
the Senior Credit Facility (as defined in the Indenture).


 


B.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Second Lien U.S. Security Agreement and the Indenture.


 


C.  The Grantors have entered into the Second
Lien U.S. Security Agreement in order to induce the Initial Purchasers to
purchase the Notes.  Pursuant to Article 11
of the Indenture and the Collateral Requirement, (a) each Subsidiary of
the Company that is formed or acquired after the Issue Date that is (or is
required to become pursuant to the Indenture) a U.S. Guarantor and (b) each
other Notes Party that is formed or acquired after the Issue Date that owns
property that would constitute Collateral if such Notes Party were a party
thereto, in each case is required to enter into the Second Lien U.S. Security
Agreement as a Grantor upon becoming a Guarantor.  Section 7.15 of the Second Lien U.S.
Security Agreement provides that such Subsidiaries may become Grantors under
the Second Lien 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 Indenture to become a
Grantor under the Second Lien U.S. Security Agreement to induce the Noteholders
to give their consent hereto and as consideration for the Notes previously
issued.


 


Accordingly,
the Collateral Agent, on behalf of itself and each Secured Party (and each of
their respective successors or assigns), and the New Grantor agree as follows:


 


SECTION 1.  In accordance with Section 7.15 of the
Second Lien U.S. Security Agreement, the New Grantor by its signature below
becomes a Grantor under the Second Lien 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 Second Lien 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, does hereby create and grant to the Collateral 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 Second Lien U.S. Security Agreement shall be deemed to include the New
Grantor.  The Second Lien U.S. Security
Agreement is hereby incorporated herein by reference.


 


SECTION 2.  The New Grantor represents and warrants to
the Collateral 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 Collateral Agent shall have received
counterparts of this Supplement that, when taken together, bear the signatures
of the New Grantor and the Collateral 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
Second Lien 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 Second Lien 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 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.


 


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SECTION 8.  All communications and notices hereunder
shall be in writing and given as provided in Section 7.01 of the Second
Lien 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 Issuer.


 


SECTION 9.  The New Grantor agrees to reimburse the
Collateral 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 Collateral Agent.


 


[Signature Pages Follow]


 


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IN
WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed
this Supplement to the Second Lien 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Maddy Hall

  
	
   

  	
   

  	
  Name:

  	
  Maddy
  Hall

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature
Page to Supplement No. 1 to the Second Lien U.S. Security Agreement]


 

















 


Schedule I to Supplement No. 1

to the Second Lien U.S. Security Agreement


 


LOCATION OF COLLATERAL


 




	
  Description

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  None.