Exhibit 10.11


 


SUPPLEMENT NO. 1 dated as of
March 1, 2010 (this “Supplement”), to the SECOND LIEN U.S. PLEDGE
AGREEMENT dated as of May 1, 2009 (as amended, supplemented or otherwise
modified from time to time, the “Second Lien U.S. Pledge Agreement”),
among SEAGATE TECHNOLOGY, an exempted limited liability company organized under
the laws of the Cayman Islands (the “Company”), each of the other
Guarantors of the Notes (each as defined in the Indenture referred to below)
listed on Schedule I thereto (each such Guarantor together with the Company,
the “Pledgors” and each
a “Pledgor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral
agent (in such capacity, the “Collateral
Agent”) for the Secured Parties (as defined in the Second Lien U.S.
Security Agreement 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 Seagate
Technology International, an exempted limited liability company organized under
the laws of the Cayman Islands and a Subsidiary (as defined in the Indenture)
of the Company (the “Issuer”), the Company, the other Guarantors from
time to time party thereto (collectively, the “Guarantors”) 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”), (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, Seagate Technology HDD Holdings, an exempted limited
liability company organized under the laws of the Cayman Islands (“Seagate
HDD”), 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) and (c) 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 the Issuer, the Company, the other Guarantors from time
to time party thereto and the Collateral Agent.


 


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


 


C.  The
Pledgors have entered into the Second Lien U.S. Pledge 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 U.S. Notes Party that is formed
or acquired after the Issue Date and (b) each other Notes Party that is
organized under the laws of the United States of America (including any State
thereof and the District of Columbia) 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. Pledge Agreement as a Pledgor 


 

















 


upon becoming a
Guarantor.  Section 25 of the Second
Lien U.S. Pledge Agreement provides that such Subsidiaries may become Pledgors
under the Second Lien U.S. Pledge Agreement by execution and delivery of an
instrument in the form of this Supplement. 
The undersigned Subsidiary (the “New Pledgor”) is executing this Supplement in accordance
with the requirements of the Indenture to become a Pledgor under the Second
Lien U.S. Pledge Agreement to induce the Noteholders to give their consent
hereto and as consideration for the Notes previously issued.


 


Accordingly, the Collateral
Agent and the New Pledgor agree as follows:


 


SECTION 1.  In accordance with Section 25 of the
Second Lien U.S. Pledge Agreement, the New Pledgor by its signature below
becomes a Pledgor under the Second Lien U.S. Pledge Agreement with the same
force and effect as if originally named therein as a Pledgor and the New
Pledgor hereby agrees (a) to all the terms and provisions of the Second
Lien U.S. Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Pledgor
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 Pledgor, 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
Pledgor’s right, title and interest in and to the Collateral (as defined in the
Second Lien U.S. Pledge Agreement) of the New Pledgor.  Each reference to a “Subsidiary Pledgor” or a
“Pledgor” in the Second Lien U.S. Pledge Agreement shall be deemed to include
the New Pledgor.  The Second Lien U.S.
Pledge Agreement is hereby incorporated herein by reference.


 


SECTION 2.  The New Pledgor 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 Pledgor 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 Pledgor hereby represents and
warrants that set forth on Schedule I attached hereto is a true and
correct schedule of all its Pledged Securities.


 


SECTION 5.  Except as expressly supplemented hereby, the
Second Lien U.S. Pledge Agreement shall remain in full force and effect.


 


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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, neither party hereto shall be required to comply with such
provision for so long as such provision is held to be invalid, illegal or
unenforceable, but the validity, legality and enforceability of the remaining
provisions contained herein and in the Second Lien U.S. Pledge Agreement shall
not in any way be affected or impaired (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.


 


SECTION 8.  All communications and notices hereunder
shall be in writing and given as provided in Section 16 of the Second Lien
U.S. Pledge Agreement.  All
communications and notices hereunder to the New Pledgor shall be given to it at
the address set forth under its signature hereto, below, with a copy to the
Borrower.


 


SECTION 9.  The New Pledgor 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 Pledgor and the Collateral Agent have duly executed
this Supplement to the Second Lien U.S. Pledge 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. Pledge Agreement]


 

















 


Schedule I to


Supplement No. 1


to the Second Lien U.S. Pledge
Agreement


 


Pledged Securities of the New Pledgor


 


CAPITAL STOCK OR OTHER EQUITY INTERESTS


 


	
  Issuer

  	
   

  	
  Number of

  Certificate(1)

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number and

  Class of Shares

  or Other

  Equity Interests

  	
   

  	
  Percentage of

  Shares or Other

  Equity Interests

  	
   

  
	
  Seagate Technology International

  	
   

  	
  21

  	
   

  	
  Seagate
  HDD Cayman

  	
   

  	
  6,441
  Class A

  	
   

  	
  100%

  	
   

  
	
  Seagate Technology (US) Holdings, Inc.

  	
   

  	
  3

  	
   

  	
  Seagate
  HDD Cayman

  	
   

  	
  200
  Common

  	
   

  	
  100%

  	
   

  



 


DEBT SECURITIES


 


Supplement
No. 1 dated as of March 1, 2010 to the Global Intercompany Note dated
as of April 29, 2009 among the Company, Seagate HDD and each of the
intercompany lenders and intercompany debtors party thereto.


 






(1) It
is hereby acknowledged that the share certificates of Seagate Technology
International (Certificate No. 20) and Seagate Technology (US) Holdings
Inc. (Certificates Nos. 1 and 2) that were pledged by the Company pursuant to
the Second Lien U.S. Pledge Agreement shall be canceled and replaced with the
respective certificates indicated in this Schedule.


 

















 


Supplement to Schedule II to


the Second Lien U.S. Pledge
Agreement


 


 


	
  Issuer

  	
   

  	
  Number of

  Certificate

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number and

  Class of Shares

  or Other

  Equity Interests

  	
   

  	
  Percentage of

  Shares or Other

  Equity Interests

  	
   

  
	
  Seagate HDD Cayman

  	
   

  	
  1

  	
   

  	
  Seagate
  Technology HDD Holdings

  	
   

  	
  100
  Common

  	
   

  	
  100%