Second Supplemental Indenture, dated as of June 1, 2009



 Exhibit 10.1 
  
  
 MAXTOR CORPORATION, 
 SEAGATE TECHNOLOGY, 
 SEAGATE TECHNOLOGY (US)
HOLDINGS, INC. 
 and 
 U.S. BANK
NATIONAL ASSOCIATION, 
 TRUSTEE 
  
  
 SECOND SUPPLEMENTAL INDENTURE

 Dated as of June 1, 2009 
 Supplementing the Indenture dated as of August 15, 2005, 
 as amended by the First Supplemental Indenture dated as of
May 19, 2006 
  
  







 The SECOND SUPPLEMENTAL INDENTURE, dated as of June 1, 2009 (this “Second
Supplemental Indenture”), by and among MAXTOR CORPORATION, a Delaware corporation (the “Company”), SEAGATE TECHNOLOGY (US) HOLDINGS, INC., a Delaware corporation (“Holdings”), SEAGATE
TECHNOLOGY, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”). 
 RECITALS 
 WHEREAS, the Company is a
wholly owned direct subsidiary of Holdings, and Holdings is a wholly owned indirect subsidiary of Parent; 
 WHEREAS, the Company has
heretofore executed and delivered to the Trustee an Indenture, dated as of August 15, 2005 (the “Indenture”), as supplemented and amended by a Supplemental Indenture, dated as of May 19, 2006 (the
“First Supplemental Indenture”), providing for the creation and issuance by the Company of 2.375% Convertible Senior Notes due 2012 (the “Securities”) and the guarantee thereof by Parent;

 WHEREAS, the Company and Holdings have entered into an Assignment and Assumption Agreement, dated as of June 1, 2009 (the
“Assignment and Assumption Agreement”), by and between the Company and Holdings, pursuant to which: (i) the Company will assign all of the Company’s assets to Holdings (the “Assignment”); and
(ii) Holdings will assume the Company’s obligations under the Securities and the Indenture (the “Assumption”); 
 WHEREAS, the Company, Parent and Holdings have entered into an Agreement of Merger, dated as of June 1, 2009 (the “Merger Agreement”), by and among the Company, Parent and Holdings, pursuant to which,
immediately following the Assignment and the Assumption: (i) the Company will merge with and into Holdings (the “Merger”, and together with the Assignment and the Assumption, the
“Transactions”); (ii) Holdings will continue as the surviving and continuing corporation and succeed to and assume all the rights and obligations of the Company in accordance with the Delaware General Corporation Law;
and (iii) Parent will unconditionally guarantee the obligations of Holdings under the Securities and the Indenture, as supplemented and amended by the First Supplemental Indenture; 
 WHEREAS, in accordance with Section 5.01 of the Indenture, as supplemented and amended by the First Supplemental Indenture, the Company, Parent,
Holdings and Trustee have agreed in connection with the Transactions to execute this Second Supplemental Indenture to provide for the assumption by Holdings of all of the obligations of the Company under the Securities and the Indenture, as
supplemented and amended by the First Supplemental Indenture; 
 WHEREAS, Parent has previously provided for the full and unconditional
guaranty by Parent of the Company’s obligations to the Holders of the Securities under the Indenture, as supplemented and amended by the First Supplemental Indenture; 
 WHEREAS, Section 9.01(d) of the Indenture, as supplemented and amended by the First Supplemental Indenture, provides that the parties hereto may
execute this Second Supplemental Indenture without the consent of the Holders of the Securities; 







 WHEREAS, in accordance with Section 10.10 of the Indenture, as supplemented and amended by the First
Supplemental Indenture, the Company issued notice to Holders regarding the Transactions at least ten days prior to the date hereof; 
 WHEREAS, in accordance with Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture; 
 WHEREAS, in accordance with Section 5.01(a) of the Indenture, as supplemented and amended by the First Supplemental Indenture, Holdings is a corporation organized and existing under the laws of the state of
Delaware; 
 WHEREAS, in accordance with Section 5.01(b) of the Indenture, as supplemented and amended by the First Supplemental
Indenture, none of the Company, Parent or Holdings is now or will be immediately hereafter in default under the Indenture; and 
 WHEREAS, in
accordance with Sections 5.01(c) and 11.04(1) and (2) of the Indenture, as supplemented and amended by the First Supplemental Indenture, the Trustee has received an Officers’ Certificate and an Opinion of Counsel of the Company
relating to the Transactions and this Second Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the Company, Parent, Holdings and the Trustee, acting for itself and the Holders of the Securities, agree as follows: 
 1. Defined Terms. In this Second Supplemental Indenture, unless the context otherwise requires: 
 1.1 terms defined in the Indenture, as supplemented and amended by the First Supplemental Indenture, have the same meaning when used in
this Second Supplemental Indenture unless otherwise defined in this Second Supplemental Indenture; and 
 1.2 all references
to “the Second Supplemental Indenture” or “this Second Supplemental Indenture” are to this Second Supplemental Indenture as modified, supplemented or amended from time to time. 
 2. Amendments to the Indenture. 
 2.1 In accordance with Section 5.01(a) of the Indenture, as supplemented and amended by the First Supplemental Indenture, Holdings expressly assumes all of the obligations of the Company under the Indenture.

 2.2 In accordance with Section 5.01 of the Indenture, as supplemented and amended by the First Supplemental Indenture,
Holdings succeeds to, and is substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect as if Holdings had been named as the Company. 
  

 2 








 2.3 In accordance with Section 5.01 of the Indenture, as supplemented and amended by
the First Supplemental Indenture, the Company is discharged and released from all obligations and covenants under the Indenture. 
 2.4 In accordance with Section 4.01 of the Indenture, as supplemented and amended by the First Supplemental Indenture, Parent hereby irrevocably and fully and unconditionally guarantees all of Holdings’ obligations under the
Securities and under the Indenture, as supplemented and amended by the First Supplemental Indenture and this Second Supplemental Indenture, as assumed from the Company, including without limitation, the due and punctual payment of the principal of
and interest (including Liquidated Damages, if any) on all of the Securities and the performance of every covenant of the Indenture, as supplemented and amended by the First Supplemental Indenture and this Second Supplemental Indenture and in the
Securities to be performed or observed by Holdings. 
 2.5 Article 11. The Company name, address and facsimile
number as listed in Section 11.02 of the Indenture are hereby amended to read as follows: 
 Seagate Technology (US)
Holdings, Inc. 
 c/o Seagate Technology 
 920 Disc Drive 
 Scotts Valley, CA 95066 
 Attn: General Counsel 
 Fax: (831) 438-6675 
 3.
Amendments to the Securities. 
 3.1 In accordance with Section 5.01(a) of the Indenture, as supplemented and
amended by the First Supplemental Indenture, Holdings expressly assumes all of the obligations of the Company under the Securities. 
 3.2 In accordance with Section 5.01 of the Indenture, as supplemented and amended by the First Supplemental Indenture, the Company is discharged and released from all obligations and covenants under the Securities. 
 4. Miscellaneous. 
 4.1 Except as expressly amended hereby, the Indenture, as supplemented and amended by the First Supplemental Indenture, is in all respects ratified and confirmed and all terms, conditions and provisions thereof shall remain in full force
and effect. This Second Supplemental Indenture shall be construed as supplemental to the Indenture, as supplemented and amended by the First Supplemental Indenture, and all the terms and conditions of this Second Supplemental Indenture shall be
deemed part of the terms and conditions of the Indenture, as supplemented and amended by the First Supplemental Indenture. Every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. This Second Supplemental
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be governed by such provisions. 
  

 3 








 4.2 This instrument may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the same instrument. 
 4.3 The Article and Section
headings herein are for convenience only and shall not affect the construction hereof. 
 4.4 In case any one or more of the
provisions contained in this Second Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provisions of this Second Supplemental Indenture or of the Securities, but this Second Supplemental Indenture and the Securities shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

 4.5 THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

4.6 No amendment to or termination of this Second Supplemental Indenture, and no modification of Holdings’ or Parent’s
respective obligations under the Indenture, as supplemented and amended by the First Supplemental Indenture and this Second Supplemental Indenture, shall be effective absent the written consent of Holdings, the Trustee and Parent. 
 4.7 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second
Supplemental Indenture or for or in respect of the recitals contained herein. 
  

 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed
all as of the day and year first above written. 
  

					
	MAXTOR CORPORATION
		
	By:	 	/s/ Kenneth M. Massaroni
		 	Name:	 	Kenneth M. Massaroni
		 	Title:	 	Corporate Secretary, General Counsel and Senior Vice President
	
	SEAGATE TECHNOLOGY
		
	By:	 	/s/ Kenneth M. Massaroni
		 	Name:	 	Kenneth M. Massaroni
		 	Title:	 	Secretary, General Counsel and Senior Vice President
	
	 SEAGATE TECHNOLOGY (US)
 HOLDINGS,
INC.

		
	By:	 	/s/ Kenneth M. Massaroni
		 	Name:	 	Kenneth M. Massaroni
		 	Title:	 	Secretary and General Counsel
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Andrew Fung
		 	Name:	 	Andrew Fung
		 	Title:	 	Vice President


 [Signature page to Second Supplemental Indenture for 2.375% notes]