Exhibit 4.1


 






 


 


SEAGATE HDD CAYMAN

as Issuer


 


SEAGATE TECHNOLOGY

as Guarantor


 


and


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION

as Trustee


 


 






 


Indenture


 


Dated as of May 13,
2010


 










 


6.875% Senior Notes due 2020


 


 






 

















 


TABLE OF CONTENTS


 






 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  Article 1

  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  
	
  Section 1.01. Definitions.

  	
  1

  
	
  Section 1.02. Rules of
  Construction

  	
  16

  
	
  Section 1.03. Incorporation by
  Reference of Trust Indenture Act

  	
  16

  
	
   

  	
   

  
	
  Article 2

  THE NOTES

  	
   

  
	
   

  	
   

  
	
  Section 2.01. Form, Dating and
  Denominations

  	
  17

  
	
  Section 2.02. Execution and
  Authentication; Exchange Notes; Additional Notes

  	
  18

  
	
  Section 2.03. Registrar, Paying
  Agent and Authenticating Agent; Paying Agent to Hold Money in Trust

  	
  19

  
	
  Section 2.04. Replacement Notes

  	
  20

  
	
  Section 2.05. Outstanding Notes

  	
  20

  
	
  Section 2.06. Temporary Notes

  	
  21

  
	
  Section 2.07. Cancellation

  	
  21

  
	
  Section 2.08. CUSIP Numbers

  	
  21

  
	
  Section 2.09. Registration, Transfer
  and Exchange

  	
  21

  
	
  Section 2.10. Restrictions on
  Transfer and Exchange

  	
  25

  
	
  Section 2.11. Temporary Offshore
  Global Notes

  	
  27

  
	
   

  	
   

  
	
  Article 3

  REDEMPTION; OFFER TO PURCHASE

  	
   

  
	
   

  	
   

  
	
  Section 3.01. Optional Redemption

  	
  28

  
	
  Section 3.02. Redemption with
  Proceeds of Public Equity Offering

  	
  28

  
	
  Section 3.03. Method and Effect of
  Redemption

  	
  29

  
	
  Section 3.04. Offer to Purchase

  	
  30

  
	
   

  	
   

  
	
  Article 4

  COVENANTS

  	
   

  
	
   

  	
   

  
	
  Section 4.01. Payment of Notes

  	
  32

  
	
  Section 4.02. Maintenance of Office
  or Agency

  	
  33

  
	
  Section 4.03. Existence

  	
  33

  
	
  Section 4.04. Reports and Delivery of
  Certain Information

  	
  33

  
	
  Section 4.05. Payment of Taxes and
  other Claims

  	
  34

  
	
  Section 4.06. Maintenance of
  Properties and Insurance

  	
  34

  



 


ii

















 


	
  Section 4.07. Limitation on Liens

  	
  35

  
	
  Section 4.08. Limitation on
  Subsidiary Debt

  	
  35

  
	
  Section 4.09. Limitation on Sale and
  Lease-Back Transactions

  	
  37

  
	
  Section 4.10. Repurchase of Notes
  Upon a Change of Control

  	
  38

  
	
  Section 4.11. Reports to Trustee

  	
  38

  
	
  Section 4.12. Additional Interest
  Notice

  	
  39

  
	
   

  	
   

  
	
  Article 5

  CONSOLIDATION, MERGER OR SALE OF ASSETS

  	
   

  
	
   

  	
   

  
	
  Section 5.01. The Company
  May Consolidate, Etc., Only on Certain Terms

  	
  39

  
	
  Section 5.02. Parent
  May Consolidate, Etc., Only on Certain Terms

  	
  40

  
	
  Section 5.03. Successor Substituted

  	
  41

  
	
   

  	
   

  
	
  Article 6

  DEFAULT AND REMEDIES

  	
   

  
	
   

  	
   

  
	
  Section 6.01.
  Events of Default

  	
  41

  
	
  Section 6.02.
  Acceleration of Maturity; Rescission and Annulment

  	
  42

  
	
  Section 6.03.
  Collection of Indebtedness and Suits for Enforcement by Trustee

  	
  43

  
	
  Section 6.04.
  Trustee May File Proofs of Claim

  	
  43

  
	
  Section 6.05.
  Application of Money Collected

  	
  44

  
	
  Section 6.06.
  Limitation on Suits

  	
  44

  
	
  Section 6.07.
  Unconditional Right of Holders to Receive Payment

  	
  45

  
	
  Section 6.08.
  Restoration of Rights and Remedies

  	
  45

  
	
  Section 6.09.
  Rights and Remedies Cumulative

  	
  46

  
	
  Section 6.10. Delay
  or Omission Not Waiver

  	
  46

  
	
  Section 6.11.
  Control by Holders

  	
  46

  
	
  Section 6.12. Waiver
  of Past Defaults

  	
  46

  
	
  Section 6.13.
  Undertaking for Costs

  	
  46

  
	
  Section 6.14. Waiver of Stay or
  Extension Laws

  	
  47

  
	
   

  	
   

  
	
  Article 7

  THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 7.01. General

  	
  47

  
	
  Section 7.02. Certain Rights of
  Trustee

  	
  48

  
	
  Section 7.03. Individual Rights of
  Trustee

  	
  49

  
	
  Section 7.04. Trustee’s Disclaimer

  	
  50

  
	
  Section 7.05. Notice of Default

  	
  50

  
	
  Section 7.06. Reports by Trustee to
  Holders

  	
  50

  
	
  Section 7.07. Compensation and
  Indemnity

  	
  50

  
	
  Section 7.08. Replacement of Trustee

  	
  51

  
	
  Section 7.09. Successor Trustee by
  Merger

  	
  52

  
	
  Section 7.10. Eligibility

  	
  52

  
	
  Section 7.11. Money Held in Trust

  	
  53

  
	
   

  	
   

  



 


iii

















 


	
  Article 8

  DEFEASANCE AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  Section 8.01. Defeasance and
  Discharge of Indenture

  	
  53

  
	
  Section 8.02. Legal Defeasance

  	
  54

  
	
  Section 8.03. Covenant Defeasance

  	
  55

  
	
  Section 8.04. Application by Trustee
  of Funds Deposited for Payment of Notes

  	
  56

  
	
  Section 8.05. Repayment of Moneys
  Held by Paying Agent

  	
  56

  
	
  Section 8.06. Return of Moneys Held
  by Trustee and Paying Agent Unclaimed for Two Years

  	
  56

  
	
   

  	
   

  
	
  Article 9

  AMENDMENTS, SUPPLEMENTS AND WAIVERS

  	
   

  
	
   

  	
   

  
	
  Section 9.01. Supplemental
  Indentures Without Consent of Holders

  	
  56

  
	
  Section 9.02. Supplemental
  Indentures With Consent of Holders

  	
  58

  
	
  Section 9.03. Execution of
  Supplemental Indentures

  	
  59

  
	
  Section 9.04. Effect of Supplemental
  Indentures

  	
  59

  
	
  Section 9.05. Conformity with Trust
  Indenture Act

  	
  59

  
	
  Section 9.06. Reference in Notes to
  Supplemental Indentures

  	
  59

  
	
   

  	
   

  
	
  Article 10

  PARENT GUARANTEE

  	
   

  
	
   

  	
   

  
	
  Section 10.01. Parent Guarantee

  	
  60

  
	
  Section 10.02. Successors and Assigns

  	
  62

  
	
  Section 10.03. No Waiver

  	
  62

  
	
  Section 10.04. Modification

  	
  62

  
	
  Section 10.05. Release of Parent
  Guarantor and Termination of Parent Guarantee

  	
  62

  
	
   

  	
   

  
	
  Article 11

  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  Section 11.01. Trust Indenture Act of
  1939.

  	
  63

  
	
  Section 11.02. Noteholder
  Communications; Noteholder Actions

  	
  63

  
	
  Section 11.03. Notices

  	
  64

  
	
  Section 11.04. Certificate and
  Opinion as to Conditions Precedent

  	
  65

  
	
  Section 11.05. Statements Required in
  Certificate or Opinion

  	
  66

  
	
  Section 11.06. Payment Date Other
  Than a Business Day

  	
  66

  
	
  Section 11.07. Governing Law; Waiver
  of Jury Trial

  	
  66

  
	
  Section 11.08. No Adverse
  Interpretation of Other Agreements

  	
  67

  
	
  Section 11.09. Successors

  	
  67

  
	
  Section 11.10. Duplicate Originals

  	
  67

  
	
  Section 11.11. Separability

  	
  67

  
	
  Section 11.12. Table of Contents and
  Headings

  	
  67

  



 


iv

















 


	
  Section 11.13. No Liability of
  Directors, Officers, Employees, Incorporators, Members and Stockholders

  	
  67

  
	
  Section 11.14. Consent to
  Jurisdiction; Appointment of Agent for Service of Process

  	
  67

  
	
  Section 11.15. Force Majeure

  	
  68

  
	
  Section 11.16. U.S.A. PATRIOT Act

  	
  68

  
	
  Section 11.17.
  Judgment Currency

  	
  69

  



 


v

















 


	
  EXHIBITS

  	
   

  
	
  EXHIBIT
  A

  	
  Form of Note

  
	
  EXHIBIT
  B

  	
  Form of Supplemental Indenture

  
	
  EXHIBIT
  C

  	
  Restricted Legend

  
	
  EXHIBIT
  D

  	
  DTC Legend

  
	
  EXHIBIT
  E

  	
  Regulation S Certificate

  
	
  EXHIBIT
  F

  	
  Rule 144A Certificate

  
	
  EXHIBIT
  G

  	
  Institutional Accredited Investor Certificate

  
	
  EXHIBIT
  H

  	
  Certificate of Beneficial Ownership

  
	
  EXHIBIT
  I

  	
  Temporary Offshore Global Note Legend

  



 


vi

















 


INDENTURE, dated as of May 13, 2010, among
SEAGATE HDD CAYMAN, an exempted limited liability company organized under the
laws of the Cayman Islands, as issuer (the “Company”),
SEAGATE TECHNOLOGY, an exempted limited liability company organized under the
laws of the Cayman Islands, as guarantor (the “Parent”)
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
trustee (the “Trustee”).


 


RECITALS


 


The Company has duly authorized the execution and
delivery of the Indenture to provide for the issuance of up to $600,000,000
aggregate principal amount of the Company’s 6.875% Senior Notes due 2020 as
provided herein (the “Initial Notes”, and together with the
Exchange Notes and the Additional Notes, the “Notes”).  All things necessary to make the Indenture a
valid agreement of the Company, in accordance with its terms, have been done,
and the Company has done all things necessary to make the Notes, when executed
by the Company and authenticated and delivered by the Trustee and duly issued
by the Company, the valid obligations of the Company as hereinafter provided.


 


In addition, the Parent has duly authorized the
execution and delivery of the Indenture as guarantor of the Notes.  All things necessary to make the Indenture a
valid agreement of the Parent, in accordance with its terms, have been done,
and the Parent has done all things necessary to make the Parent Guarantee, when
the Notes are executed by the Company and authenticated and delivered by the
Trustee and duly issued by the Company, the valid obligations of Parent as
hereinafter provided.


 


This Indenture is subject to, and will be governed
by, the provisions of the Trust Indenture Act that are required to be made a
part of and govern indentures qualified under the Trust Indenture Act.


 


THIS INDENTURE WITNESSETH


 


For and in consideration of the premises and the
purchase of the Notes by the Holders thereof, the parties hereto covenant and
agree, for the equal and proportionate benefit of all Holders, as follows:


 


1

















 


ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.  Definitions.


 


“10.00% Notes”
means the 10.00% Senior Secured Second-Priority Notes due 2014 issued by
Seagate Technology International, an exempted limited liability company
organized under the laws of the Cayman Islands and direct Wholly-Owned
Subsidiary of the Company, and Guaranteed by Parent, the Company and certain
other Subsidiaries of Parent.


 


“act”
has the meaning assigned to such term in Section 11.02.


 


“Additional
Interest” means additional interest owed to the Holders pursuant to
the Registration Rights Agreement.


 


“Additional Notes”
means notes in an unlimited amount issued from time to time under this
Indenture in addition to the $600,000,000 aggregate principal amount of the
Notes originally issued hereunder, having the same terms in all respects as the
Notes hereunder (other than (i) the payment of interest accruing prior to
the issue date of such Additional Notes and (ii) the first payment of
interest following the issue date of such Additional Notes).


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with,
such Person.  For purposes of this
definition, “control” (including,
with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”) with respect
to any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Agent”
means any Registrar, Paying Agent or Authenticating Agent.


 


“Agent Member”
means a member of, or a participant in, the Depositary.


 


“Aggregate Debt”
means the sum of the following as of the date of determination:  (i) the sum of the then outstanding
aggregate principal amount of (a) Indebtedness of the Company and its
Consolidated Subsidiaries incurred after the Issue Date and secured by Liens
not permitted under Section 4.07(a) and (b) the 10.00% Notes; (ii) the
then outstanding aggregate principal amount of all Subsidiary Debt incurred
after the Issue Date and not permitted under the second paragraph of Section 4.08(a);
provided, that any such Subsidiary Debt
will be excluded from this clause (ii) to the extent that such Subsidiary
Debt is included in clause (i) of this definition; and (iii) the then
existing Attributable Liens of the Company and its Consolidated Subsidiaries in
respect of sale and lease-back transactions entered into after the Issue Date
pursuant to Section 4.09(b).


 


“Applicable Premium”
means, with respect to any Note on any redemption date, the greater of:


 


2

















 


(1)           1.0% of the principal amount of such Note; and


 


(2)           the excess, if any, of (a) the present value at
such redemption date of (i) the redemption price of such Note on May 1,
2015 as set forth in Section 3.01, plus (ii) all required interest
payments due on such Note through May 1, 2015 (excluding accrued but
unpaid interest, if any, to the redemption date), computed using a discount
rate equal to the Treasury Rate as of such redemption date plus 50 basis
points; over (b) the principal amount of such Note.


 


“Attributable Liens”
means, in connection with a sale and lease-back transaction, the lesser of: (i) the
fair market value of the assets subject to such transaction, as determined in
good faith by the Company’s Board of Directors; and (2) the present value
(discounted at a rate of 10% per annum compounded monthly) of the obligations
of the lessee for rental payments during the shorter of the term of the related
lease or the period through the first date on which the Company may terminate
the lease.


 


“Authenticating
Agent” refers to a Person engaged to authenticate the Notes in the
stead of the Trustee.


 


“Authorized Agent”
has the meaning set forth in Section 11.14.


 


“Board of
Directors” means the Board of Directors of the Company, or any
committee thereof duly authorized to act on behalf of such Board.


 


“Board Resolution”
means a resolution duly adopted by the Board of Directors which is certified by
the Secretary or an Assistant Secretary of the Parent and remains in full force
and effect as of the date of its certification.


 


“Business Day”
means each day which is not a Legal Holiday.


 


“Capital Lease”
means any Indebtedness represented by a lease obligation of a Person incurred
with respect to real property or equipment acquired or leased by such Person
and used in its business that is required to be recorded as a capital lease in
accordance with GAAP.


 


“Capital Stock”
means, with respect to any Person, any and all shares of stock of a
corporation, partnership interests or other equivalent interests (however
designated, whether voting or non-voting) in such Person’s equity, entitling
the holder to receive a share of the profits and losses, and a distribution of
assets, after liabilities, of such Person.


 


“Certificate of
Beneficial Ownership” means a certificate substantially in the form
of Exhibit H.


 


“Certificated Note”
means a Note in registered individual form without interest coupons.


 


3

















 


“Change of Control” means:


 


(1)        any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) (other than, in the case of the Company,
Seagate Technology, Seagate plc and any of their Wholly-Owned Subsidiaries), is
or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that for purposes of this clause (1) such
person shall be deemed to have “beneficial ownership” of all shares that any
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 50% of the total voting power of the Voting Stock of the Company or the
Parent (for purposes of this clause (1), a person shall be deemed to
beneficially own any Voting Stock of a person (the “specified
person”) held by any other person (the “parent
entity”) so long as such person is the beneficial owner (as defined
in this clause (1)), directly or indirectly, of more than 50% of the voting power
of the Voting Stock of the parent entity);


 


(2)        individuals who on the Issue Date constituted the
Board of Directors of the Company or the Parent, as applicable (together with
any new directors whose election by such Board of Directors of the Company or
the Parent or whose nomination for election by the shareholders of the Company
or the Parent was approved by a vote of a majority of the directors of the
Company or the Parent then still in office who were either directors on the
Issue Date or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company or the Parent then in office;


 


(3)        the adoption of a plan relating to the liquidation
or dissolution of the Company or the Parent; or


 


(4)        the merger or consolidation of the Company or the
Parent with or into another Person or the merger of another Person with or into
the Company or the Parent, or the sale of all or substantially all the assets of
the Company or the Parent (determined on a consolidated basis) to another
Person, other than a transaction following which, in the case of a merger or
consolidation transaction, holders of securities that represented 100% of the
Voting Stock of the Company or the Parent immediately prior to such transaction
(or other securities into which such securities are converted as part of such
merger or consolidation transaction) own directly or indirectly at least a
majority of the voting power of the Voting Stock of the surviving Person in
such merger or consolidation transaction immediately after such transaction and
in substantially the same proportion as before the transaction.


 


4
















 


“Change of Control
Triggering Event” means the occurrence of (x) a Change of
Control that is accompanied or followed by a downgrade of the Notes within the
Ratings Decline Period by each of Moody’s and S&P (or, in the event S&P
or Moody’s or both shall cease rating the Notes (for reasons outside the
control of the Company or the Parent) and the Company shall select any other
Rating Agency, the equivalent of such ratings by such other Rating Agency) and (y) the
rating of the Notes on any day during such Ratings Decline Period is below the
lower of the rating by such Rating Agency in effect (i) immediately
preceding the first public announcement of the Change of Control (or occurrence
thereof if such Change of Control occurs prior to public announcement) and (ii) the
Issue Date.


 


“Clearstream”
means Clearstream Banking, Société Anonyme, Luxembourg and any successor
thereto.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common Stock”
means Capital Stock not entitled to any preference on dividends or
distributions, upon liquidation or otherwise.


 


“Company” means
the party named as such in the first paragraph of the Indenture or any
successor obligor to its obligations under the Indenture and the Notes pursuant
to Article 5.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by a Reference Treasury
Dealer (as defined herein) as having an actual or interpolated maturity
comparable to the remaining term of the Notes called for redemption, that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of Notes called for redemption.


 


“Comparable Treasury Price”
means, with respect to any redemption date, the average, as determined by the
Company, of the Reference Treasury Dealer Quotations for that redemption date.


 


“Consolidated Net Worth”
means, as of any date of determination, the Shareholders’ Equity of the Company
and its Consolidated Subsidiaries on that date.


 


“Consolidated Subsidiaries”
means, as of any date of determination and with respect to any Person, those
Subsidiaries of that Person whose financial data is, in accordance with GAAP,
reflected in that Person’s consolidated financial statements.


 


5

















 


“Corporate Trust
Office” means the office of the Trustee specified in Section 11.03
hereof or such other address as to which the Trustee may give notice to the
Company.


 


“Default”
means any event that is, or after notice or passage of time or both would be,
an Event of Default.


 


“Depositary”
means the depositary of each Global Note, which will initially be DTC.


 


“Disqualified
Equity Interests” means Equity Interests that by their terms or upon
the happening of any event are:


 


(1)        required to be
redeemed or redeemable at the option of the holder prior to the Stated Maturity
of the Notes for consideration other than Qualified Equity Interests; or


 


(2)        convertible at
the option of the holder into Disqualified Equity Interests or exchangeable for
Indebtedness;


 


provided that Equity
Interests will not constitute Disqualified Equity Interests solely because of
provisions giving holders thereof the right to require repurchase or redemption
upon a “change of control”
occurring prior to the Stated Maturity of the Notes if those provisions:


 


(A)       are no more
favorable to the holders than Section 4.10, and


 


(B)       specifically
state that repurchase or redemption pursuant thereto will not be required prior
to the Company’s repurchase of the Notes as required by the Indenture.


 


“Disqualified
Stock” means Capital Stock constituting Disqualified Equity
Interests.


 


“DTC”
means The Depository Trust Company, a New York corporation, and any successor
thereto.


 


“DTC Legend”
means the legend set forth in Exhibit D.


 


“Equity Interests”
means all Capital Stock and all warrants or options with respect to, or other
rights to purchase, Capital Stock, but excluding Indebtedness (other than
Disqualified Stock and Preferred Stock) convertible into equity.


 


“Equity Offering”
means any primary public or private offering, after the Issue Date, of
Qualified Stock of the Parent or, following the consummation of 


 


6

















 


the Reorganization, Seagate plc, the proceeds
of which are contributed to the Company as common equity.


 


“Euroclear”
means the Euroclear Bank, S.A/N.V., as operator of the Euroclear System and any
successor thereto.


 


“Event of Default”
has the meaning assigned to such term in Section 6.01.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exchange Offer”
means an offer by the Company to the Holders of the Initial Notes or any
Initial Additional Notes to exchange outstanding Notes for Exchange Notes, as
provided for in the Registration Rights Agreement.


 


“Exchange Offer
Registration Statement” means the Exchange Offer Registration
Statement as defined in the Registration Rights Agreement.


 


“expiration date” has the meaning assigned to such
term in Section 3.04.


 


“Freely Transferable”
has the meaning assigned to such term in the Registration Rights Agreement.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Public Company Accounting Oversight Board (United States)
and statements and pronouncements of the Financial Accounting Standards Board
or, to the extent applicable, in the International Financial Reporting
Standards and statements and pronouncements of the International Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, in each case,
which are in effect as of the date of determination.


 


“Global Note”
means a Note in registered global form without interest coupons.


 


“Governmental Obligations”
means securities that are (i) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America that, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any such Governmental Obligation or a
specific payment of principal of or interest on any such Governmental
Obligation held by such custodian for the account of the holder of such
depositary receipt; provided however, that (except as required by law) such
custodian is not authorized to 


 


7

















 


make any deduction from the amount payable to
the holder of such depositary receipt from any amount received by the custodian
in respect of the Governmental Obligation or the specific payment of principal
of or interest on the Governmental Obligation evidenced by such depositary
receipt.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person (1) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness of such other
Person (whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services (unless such
purchase arrangements are on arm’s-length terms and are entered into in the
ordinary course of business), to take-or-pay, or to maintain financial
statement conditions or otherwise) or (2) entered into for purposes of
assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor”
means Parent, or any successor obligor under the Parent Guarantee pursuant to Article 5
or Section 10.05(b), and each entity that, pursuant to Section 4.08(c),
executes a supplemental indenture to the Indenture providing for the Guarantee
of the payment of the Notes, in each case unless and until such Guarantor is
released from its Note Guarantee pursuant to the Indenture.


 


“Guaranteed Obligations”
has the meaning set forth in Section 10.01(b).


 


“Holder”
or “Noteholder” means the
registered holder of any Note.


 


“IFRS” means the
accounting standards adopted by the International Accounting Standards Board
and its predecessors.


 


“Indebtedness”
of any specified Person means any indebtedness in respect of borrowed money.


 


“Indenture”
means this indenture, as amended or supplemented from time to time.


 


“Initial
Additional Notes” means Additional Notes issued in an offering not
registered under the Securities Act and any Notes issued in replacement
thereof, but not including any Exchange Notes issued in exchange therefor.


 


8

















 


“Initial Notes”
means the Notes issued on the Issue Date and any Notes issued in replacement
thereof, but not including any Exchange Notes issued in exchange therefor.


 


“Initial
Purchasers” means the initial purchasers party to a purchase
agreement with the Company and the Parent relating to the sale of the Notes by
the Company.


 


“interest”,
in respect of the Notes, unless the context otherwise requires, refers to
interest and Additional Interest, if any.


 


“Interest Payment
Date” means each May 1 and November 1 of each year,
commencing November 1, 2010.


 


“Investment Grade”
means, with respect to a debt rating, a rating of Baa3 or higher by Moody’s
together with a rating of BBB- or higher by S&P or, in the event S&P or
Moody’s or both shall cease issuing a corporate family rating (for reasons
outside the control of the Company) and the Company shall select any other
Rating Agency, the equivalent of such ratings by such other Rating Agency.


 


“Issue Date”
means the date on which the Notes are originally issued under the Indenture.


 


“Legal Holiday” means a Saturday, a Sunday
or a day on which commercial banking institutions are not required to be open
in the State of New York.


 


“Lien” means any
lien, security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, and any agreement to give any security interest).


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


“Notes”
has the meaning assigned to such term in the Recitals.


 


“Note Guarantee”
means the guarantee of the Notes by a Guarantor pursuant to the Indenture.


 


“offer” has the meaning assigned to such term in Section 3.04.


 


“Offer to Purchase”
has the meaning assigned to such term in Section 3.04.


 


“Officer”
means the chairman of the board of directors, the president or chief executive
officer, any vice president, the chief financial officer, the treasurer or any
assistant treasurer, or the secretary or any assistant secretary, of the
Company.


 


9

















 


“Officers’
Certificate” means a certificate signed in the name of the Company (i) by
the chairman of its board of directors, its president or chief executive
officer or any vice president and (ii) by its chief financial officer,
treasurer or any assistant treasurer or secretary or any assistant secretary.


 


“Offshore Global
Note” means a Global Note representing Notes issued and sold
pursuant to Regulation S.


 


“Opinion of
Counsel” means a written opinion signed by legal counsel, who may be
an employee of or counsel to the Parent or the Company, satisfactory to the
Trustee.


 


“Original Notes”
means the Initial Notes and any Exchange Notes issued in exchange therefor.


 


“Parent”
means the party named as such in the first paragraph of the Indenture or any
successor obligor to its obligations under the Indenture and the Notes pursuant
to Article 5 or Section 10.05(b).


 


“Parent Guarantee”
means the guarantee by the Parent of the Company’s obligations with respect to
the Notes.


 


“Paying Agent”
refers to a Person engaged to perform the obligations of the Trustee in respect
of payments made or funds held hereunder in respect of the Notes.


 


“Permanent
Offshore Global Note” means an Offshore Global Note that does not
bear the Temporary Offshore Global Note Legend.


 


“Permitted Bank Indebtedness”
means any Indebtedness of Parent or any Subsidiary of Parent pursuant to one or
more credit facilities with banks or other lenders providing for revolving
credit loans or term loans or the issuance of letters of credit or bankers’
acceptances or the like and Guarantees of such Indebtedness by Parent or any
Subsidiary of Parent; provided that
the aggregate principal amount at any time outstanding does not exceed $350.0
million.


 


“Permitted Liens”
means:


 


(a)           Liens existing on the Issue Date;


 


(b)           Liens securing: (i) the 10.00% Notes and any
Guarantees thereof; and (ii) Permitted Bank Indebtedness;


 


(c)           Liens on any assets, created solely to secure
obligations incurred to finance the refurbishment, improvement or construction
of such asset, which obligations are incurred no later than 12 months after
completion of such 


 


10

















 


refurbishment, improvement or construction,
and all renewals, extensions, refinancings, replacements or refundings of such
obligations;


 


(d)           (i) Liens given to secure the payment of the
purchase price incurred in connection with the acquisition (including
acquisition through merger or consolidation) of any Principal Property,
including Capital Lease transactions in connection with any such acquisition,
and (ii) Liens existing on any Principal Property at the time of
acquisition thereof or at the time of acquisition by the Company of any Person
then owning such property whether or not such existing Liens were given to
secure the payment of the purchase price of the property to which they attach; provided that with respect to clause (i), the Liens shall be
given within 12 months after such acquisition and shall attach solely to the
Principal Property acquired or purchased and any improvements then or
thereafter placed thereon and any proceeds thereof;


 


(e)           pre-existing Liens on assets acquired after the
Issue Date;


 


(f)            Liens in favor of the Parent, the Company or a
Subsidiary of the Company;


 


(g)           purchase money Liens or purchase money security
interests upon or in any Principal Property acquired or held by the Parent in
the ordinary course of business to secure the purchase price of such Principal
Property or to secure Indebtedness incurred solely for the purpose of financing
the acquisition of such Principal Property;


 


(h)           Liens on any Principal Property in favor of the
United States of America or any State thereof or any political subdivision
thereof to secure progress or other payments or to secure Indebtedness incurred
for the purpose of financing the cost of acquiring, constructing or improving
such Principal Property;


 


(i)            Liens imposed by law, such as carriers’,
warehousemen’s and mechanic’s Liens and other similar Liens, in each case for
sums not yet overdue by more than 30 calendar days or being contested in good
faith by appropriate proceedings or other Liens arising out of judgments or
awards against such Person with respect to which such Person shall then be
proceeding with an appeal or other proceedings for review and Liens arising
solely by virtue of any statutory or common law provision relating to banker’s
Liens, rights of set-off or similar rights and remedies as to deposit accounts
or other funds maintained with a creditor depository institution;


 


(j)            Liens for taxes, assessments or other governmental
charges not yet due or payable or subject to penalties for non-payment or which
are being contested in good faith by appropriate proceedings;


 


11

















 


(k)           Liens to secure the performance of bids, trade
contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary
course of business;


 


(l)            licenses of intellectual property of the Company and
its Subsidiaries granted in the ordinary course of business or otherwise; or


 


(m)          any extension, renewal, substitution or replacement
(or successive extensions, renewals, substitutions or replacements), in whole
or in part, of any Lien referred to in the clauses (a) to (l), inclusive.


 


“Person”
means any individual, corporation, partnership, joint venture, association,
limited liability company, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Preferred Stock”
means, with respect to any Person, any and all Capital Stock which is preferred
as to the payment of dividends or distributions, upon liquidation or otherwise,
over another class of Capital Stock of such Person.


 


“principal”
of any Indebtedness means the principal amount of such Indebtedness, (or if
such Indebtedness was issued with original issue discount, the face amount of
such Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness), together with, unless the context otherwise
indicates, any premium then payable on such Indebtedness.


 


“Principal Property”
means, with respect to any Person, all of such Person’s interests in any kind
of property or asset (including the capital stock in and other securities of
any other Person), except such as the Company’s Board of Directors by
resolution determines in good faith (taking into account, among other things,
the materiality of such property to the business, financial condition and
earnings of the Company and its Consolidated Subsidiaries taken as a whole) not
to be material to the business of the Company and its Consolidated
Subsidiaries, taken as a whole.


 


“purchase amount” has the meaning assigned to such
term in Section 3.04.


 


“purchase date” has the meaning assigned to such
term in Section 3.04.


 


“Qualified Equity
Interests” means all Equity Interests of a Person other than
Disqualified Equity Interests.


 


“Qualified Stock”
means all Capital Stock of a Person other than Disqualified Stock.


 


“Rating Agency”
means a nationally recognized statistical rating agency or agencies, as the
case may be, selected by the Company (as certified by a 


 


12

















 


resolution of the Board of Directors of the
Company) which shall be substituted for S&P or Moody’s, or both, as the
case may be.


 


“Ratings Decline Period”
means the period that (i) begins on the earlier of (a) the date of
the first public announcement of the occurrence of a Change of Control or of
the intention by the Company or a shareholder of the Company, to effect a
Change of Control or (b) the occurrence thereof and (ii) ends 60 days
following consummation of such Change of Control; provided that such period shall be extended for so long as
the rating of the Notes, as noted by the applicable rating agency, is under
publicly announced consideration for downgrade by the applicable rating agency.


 


“Redemption Date”
shall mean the date specified for redemption of the Notes in accordance with
the terms of Section 3.01.


 


“Reference Treasury Dealer”
means Morgan Stanley & Co. Incorporated, Banc of America Securities
LLC and two other primary U.S. Government securities dealers selected by the
Company, and each of their respective successors. If any of the foregoing shall
cease to be a primary U.S. Government securities dealer, the Company will
substitute another nationally recognized investment banking firm that is a
primary U.S. Government securities dealer.


 


“Reference Treasury Dealer
Quotations” means, on any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by each Reference Treasury Dealer at 3:30 p.m.,
New York City time, on the third business day preceding that redemption date.


 


“Register”
has the meaning assigned to such term in Section 2.09.


 


“Registrar”
means a Person engaged to maintain the Register.


 


“Registration
Rights Agreement” means (i) the Registration Rights Agreement
dated on or about the Issue Date among the Company, Parent and the Initial
Purchasers party thereto with respect to the Initial Notes, and (ii) with
respect to any Additional Notes, any registration rights agreements among the
Company, Parent and the Initial Purchasers party thereto relating to rights
given by the Company and the Parent to the purchasers of Additional Notes to
register such Additional Notes or exchange them for Notes registered under the
Securities Act.


 


“Regular Record
Date” for the interest payable on any Interest Payment Date means
the April 15 or October 15 (whether or not a Business Day) next
preceding such Interest Payment Date.


 


13

















 


“Regulation S”
means Regulation S promulgated under the Securities Act.


 


“Regulation S
Certificate” means a certificate substantially in the form of Exhibit E
hereto.


 


“Reorganization”
means that scheme of arrangement pursuant to which upon effectiveness, will
result in Seagate plc serving as the publicly traded parent of the Seagate
group of companies, including the Company.


 


“Restricted Legend”
means the legend set forth in Exhibit C.


 


“Restricted Period”
means the 40-day distribution compliance period as defined in Regulation S.


 


“Rule 144A”
means Rule 144A under the Securities Act.


 


“Rule 144A
Certificate” means (i) a certificate substantially in the form
of Exhibit F hereto or (ii) a written certification addressed to the
Company and the Trustee to the effect that the Person making such certification
(x) is acquiring such Note (or beneficial interest) for its own account or
one or more accounts with respect to which it exercises sole investment
discretion and that it and each such account is a “qualified institutional
buyer” within the meaning of Rule 144A, (y) is aware that the
transfer to it or exchange, as applicable, is being made in reliance upon the
exemption from the provisions of Section 5 of the Securities Act provided
by Rule 144A, and (z) acknowledges that it has received such
information regarding the Parent as it has requested pursuant to Rule 144A(d)(4) or
has determined not to request such information.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc.
and its successors.


 


“Seagate plc”
means Seagate Technology plc, a public limited company incorporated under the
laws of Ireland.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“self-liquidating
paper” has the meaning assigned to such term in Section 7.03.


 


“Senior Officer”
of any specified Person means the chief executive officer, any president, any
vice president, the chief financial officer, the treasurer, any assistant
treasurer, the secretary or any assistant secretary.


 


“Shareholders’ Equity”
means, as of any date of determination, shareholders’ equity as reflected on
the Parent’s most recent consolidated balance sheet prepared in accordance with
GAAP.


 


14
















 


“Shelf
Registration Statement” means the Shelf Registration Statement as
defined in a Registration Rights Agreement.


 


“Significant Subsidiary”
has the meaning set forth in Regulation S-X, promulgated by the Commission, as
may be amended from time to time.


 


“Stated Maturity”
means (i) with respect to any Indebtedness, the date specified as the
fixed date on which the final installment of principal of such Indebtedness is
due and payable or (ii) with respect to any scheduled installment of
principal of or interest on any Indebtedness, the date specified as the fixed
date on which such installment is due and payable as set forth in the
documentation governing such Indebtedness, not including any contingent
obligation to repay, redeem or repurchase prior to the regularly scheduled date
for payment.


 


“Subsidiary”
of a Person means a corporation, partnership, limited liability company or
other similar entity a majority of whose Voting Stock is owned by such Person
or a Subsidiary of such Person.


 


“Temporary Offshore
Global Note” means an Offshore Global Note that bears the Temporary
Offshore Global Note Legend.


 


“Temporary
Offshore Global Note Legend” means the legend set forth in Exhibit I.


 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third Business Day
immediately preceding that Redemption Date) of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for that
Redemption Date.


 


“Trustee”
means the party named as such in the first paragraph of the Indenture or any
successor trustee under the Indenture pursuant to Article 7.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended.


 


“U.S. Global Note”
means a Global Note that bears the Restricted Legend representing Notes issued
and sold pursuant to Rule 144A.


 


“Voting Stock”
of a Person means all classes of capital stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof.


 


“Wholly-Owned”
means, with respect to any Subsidiary, a Subsidiary all of the outstanding
Capital Stock of which (other than any director’s qualifying 


 


15

















 


shares) is owned by Parent and one or more
Wholly-Owned Subsidiaries (or a combination thereof) of Parent.


 


Section 1.02.  Rules of
Construction.  Unless the
context otherwise requires or except as otherwise expressly provided,


 


(1)        an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP;


 


(2)        “herein,” “hereof” and other words of similar import
refer to the Indenture as a whole and not to any particular Section, Article or
other subdivision;


 


(3)        all references to Sections or Articles or Exhibits
refer to Sections or Articles or Exhibits of or to the Indenture unless
otherwise indicated;


 


(4)        references to agreements or instruments, or to
statutes or regulations, are to such agreements or instruments, or statutes or
regulations, as amended from time to time (or to successor statutes and
regulations); and


 


(5)        in the event that a transaction meets the criteria
of more than one category of permitted transactions or listed exceptions the
Company may classify such transaction as it, in its sole discretion,
determines.


 


Section 1.03.  Incorporation by Reference of
Trust Indenture Act.  Whenever
this Indenture refers to a provision of the Trust Indenture Act, as applicable
to this Indenture, the provision is incorporated by reference in and made a
part of this Indenture.  The following
Trust Indenture Act terms used in connection with this Indenture have the
following meanings:


 


“indenture securities” means the
Notes;


 


“indenture security holder” means a
Holder of a Note;


 


“indenture to be qualified” means this
Indenture;


 


“indenture trustee” or “institutional
trustee” means the Trustee; and


 


“obligor” on the Notes and the Parent
Guarantee means the Company and Parent, respectively, and any successor obligor
upon the Notes and the Parent Guarantee, respectively.


 


16

















 


ARTICLE 2

THE NOTES


 


Section 2.01.  Form, Dating and
Denominations.  (a) The
Notes and the Trustee’s certificate of authentication will be substantially in
the form attached as Exhibit A.  The
terms and provisions contained in the form of the Notes annexed as Exhibit A
constitute, and are hereby expressly made, a part of the Indenture.  The Notes may have notations, legends or
endorsements required by law, rules of or agreements with national
securities exchanges to which the Company is subject, or usage.  Each Note will be dated the date of its
authentication.  The Notes will be
issuable in denominations of $2,000 in principal amount and any multiple of
$1,000 in excess thereof.


 


(b)           (1)  Except as otherwise provided in paragraph
(c), Section 2.09(b)(4), Section 2.10(b)(3), (b)(5) or (c), each
Initial Note or Initial Additional Note (other than a Permanent Offshore Global
Note) will bear the Restricted Legend.


 


(2)   Each Global Note, whether or
not an Initial Note or Additional Note, will bear the DTC Legend.


 


(3)   Each Temporary Offshore
Global Note will bear the Temporary Offshore Global Note Legend.


 


(4)   Initial Notes and Initial
Additional Notes offered and sold in reliance on Regulation S will be issued as
provided in Section 2.11(a).


 


(5)   Initial Notes and Initial
Additional Notes offered and sold in reliance on any exception under the
Securities Act other than Regulation S and Rule 144A will be issued, and
upon the request of the Company to the Trustee, Notes offered and sold in
reliance on Rule 144A may be issued, in the form of Certificated Notes.


 


(6)   Exchange Notes will be
issued, subject to Section 2.09(b), in the form of one or more Global
Notes.


 


(7)   Notes sold or transferred to
Affiliates shall be issued in the form of Certificated Notes.


 


(c)           (1)  When the Company determines (upon the
advice of counsel and such other certifications and evidence as the Company may
reasonably require) that a Note is eligible (without limits) for resale
pursuant to Rule 144 under the Securities Act (or a successor provision)
and that the Restricted Legend is no longer necessary or appropriate in order
to ensure that subsequent transfers of the Note (or a beneficial interest
therein) are effected in compliance with the Securities Act, or (2) after
an Initial Note or any Initial Additional Note is (x) sold 


 


17

















 


pursuant to an effective
registration statement under the Securities Act (pursuant to the Registration
Rights Agreement or otherwise), or (y) validly tendered for exchange into
an Exchange Note pursuant to an Exchange Offer, the Company shall instruct in
writing the Trustee to cancel the Notes and issue to the non-affiliate Holders
thereof (or to their transferees) new Notes of like tenor and amount, registered
in the name of the Holder thereof (or to their transferees), that does not bear
the Restricted Legend, and the Trustee will comply with such instruction.


 


(d)           By its acceptance of any Note bearing the Restricted
Legend (or any beneficial interest in such a Note), each Holder thereof and
each owner of a beneficial interest therein acknowledges the restrictions on
transfer of such Note (and any such beneficial interest) set forth in this
Indenture and in the Restricted Legend and agrees that it will transfer such
Note (and any such beneficial interest) only in accordance with the Indenture
and such legend.


 


Section 2.02.  Execution and Authentication;
Exchange Notes; Additional Notes.  (a) An Officer shall execute the
Notes for the Company by facsimile or manual signature in the name and on
behalf of the Company.  If an Officer
whose signature is on a Note no longer holds that office at the time the Note
is authenticated, the Note will still be valid.


 


(b)           A Note will not be valid until the Trustee manually
signs the certificate of authentication on the Note, with the signature
conclusive evidence that the Note has been authenticated under the Indenture.


 


(c)           At any time and from time to time after the
execution and delivery of the Indenture, the Company may deliver Notes executed
by the Company to the Trustee for authentication.  The Trustee will authenticate and deliver


 


(i)    Initial Notes for original
issue in the aggregate principal amount not to exceed $600,000,000,


 


(ii)   Additional Notes from time
to time for original issue in aggregate principal amounts specified by the
Company, and


 


(iii)  Exchange Notes
from time to time for issue in exchange for a like principal amount of Initial
Notes or Initial Additional Notes


 


after
the following conditions have been met:


 


(1)   Receipt by the Trustee of a
written order from the Company signed by an Officer specifying:


 


(A)          the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated,


 


18

















 


(B)           whether the Notes are to be
Initial Notes, Additional Notes or Exchange Notes,


 


(C)           whether the Notes are to be
issued as one or more Global Notes or Certificated Notes, and


 


(D)          other information the
Company may determine to include or the Trustee may reasonably request.


 


(2)           In the case of Initial
Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming
that the Holders of the outstanding Notes will be subject to federal income tax
in the same amounts, in the same manner and at the same times as would have
been the case if such Additional Notes were not issued.


 


(3)           In the case of Exchange
Notes, effectiveness of an Exchange Offer Registration Statement and
consummation of the exchange offer thereunder (and receipt by the Trustee of an
Officers’ Certificate to that effect). 
Initial Notes or Initial Additional Notes exchanged for Exchange Notes
will be cancelled by the Trustee.


 


Section 2.03.  Registrar, Paying Agent and
Authenticating Agent; Paying Agent to Hold Money in Trust.  (a) The Company may appoint one or more Registrars and one
or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in
which case each reference in the Indenture to the Trustee in respect of the
obligations of the Trustee to be performed by that Agent will be deemed to be
references to the Agent.  The Company may
act as Registrar or (except for purposes of Article 8) Paying Agent.  In each case the Company and the Trustee will
enter into an appropriate agreement with the Agent implementing the provisions
of the Indenture relating to the obligations of the Trustee to be performed by
the Agent and the related rights.  The
Company initially appoints the Trustee as Registrar and Paying Agent.


 


(b)           The Company will require each Paying Agent other
than the Trustee to agree in writing that the Paying Agent will hold in trust
for the benefit of the Holders or the Trustee all money held by the Paying
Agent for the payment of principal of and interest on the Notes and will
promptly notify the Trustee of any default by the Company in making any such
payment.  The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and account
for any funds disbursed, and the Trustee may at any time during the continuance
of any payment default, upon written request to a Paying Agent, require the
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed.  Upon doing so, the
Paying Agent will have no further liability for the money so paid over to the
Trustee.


 


19

















 


Section 2.04.  Replacement Notes.  If a mutilated Note is surrendered
to the Trustee or if a Holder claims that its Note has been lost, destroyed or
wrongfully taken, the Company will issue and the Trustee will authenticate a
replacement Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding.  Every
replacement Note is an additional obligation of the Company and entitled to the
benefits of the Indenture.  The
requesting Holder must furnish an indemnity that is sufficient in the judgment
of both the Trustee and the Company to protect the Company and the Trustee from
any loss they may suffer if a Note is replaced. 
The Company may charge the Holder for the expenses of the Company and
the Trustee in replacing a Note.  In case
the mutilated, lost, destroyed or wrongfully taken Note has become or is about
to become due and payable, the Company in its discretion may pay the Note
instead of issuing a replacement Note.


 


Section 2.05.  Outstanding Notes.  (a) Notes outstanding at any time are all Notes that have
been authenticated by the Trustee except for:


 


(1)   Notes cancelled by the
Trustee or delivered to it for cancellation;


 


(2)   any Note which has been paid
pursuant to Section 2.04 and any Note which has been replaced pursuant to Section 2.04
unless and until the Trustee and the Company receive proof satisfactory to them
that the replaced Note is held by a bona
fide purchaser; and


 


(3)   on or after the maturity
date or any redemption date or date for purchase of the Notes pursuant to an
Offer to Purchase, those Notes payable or to be redeemed or purchased on that
date for which the Trustee (or Paying Agent, other than the Company or an
Affiliate of the Company) holds money sufficient to pay all amounts then due.


 


(b)           A Note does not cease to be outstanding because the
Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the
requisite principal amount of the outstanding Notes have given or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder, Notes owned by the Company or any Affiliate of the Company
will be disregarded and deemed not to be outstanding, (it being understood that
in determining whether the Trustee is protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Notes which a responsible officer of the Trustee actually knows to
be so owned will be so disregarded). 
Notes so owned which have been pledged in good faith may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Notes and that the pledgee is
not the Company or any Affiliate of the Company.


 


20

















 


Section 2.06.  Temporary Notes.  Until definitive Notes are ready
for delivery, the Company may prepare and the Trustee will authenticate
temporary Notes.  Temporary Notes will be
substantially in the form of definitive Notes but may have insertions,
substitutions, omissions and other variations determined to be appropriate by
the Officer executing the temporary Notes, as evidenced by the execution of the
temporary Notes.  If temporary Notes are
issued, the Company will cause definitive Notes to be prepared without
unreasonable delay.  After the
preparation of definitive Notes, the temporary Notes will be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for the purpose pursuant to Section 4.02,
without charge to the Holder.  Upon
surrender for cancellation of any temporary Notes the Company will execute and
the Trustee will authenticate and deliver in exchange therefor a like principal
amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes will
be entitled to the same benefits under the Indenture as definitive Notes.


 


Section 2.07.  Cancellation.  The Company at any time may
deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee for cancellation any Notes
previously authenticated hereunder which the Company has not issued and
sold.  Any Registrar or the Paying Agent
will forward to the Trustee any Notes surrendered to it for transfer, exchange
or payment.  The Trustee will cancel all
Notes surrendered for transfer, exchange, payment or cancellation and dispose
of them in accordance with its normal procedures.  The Company may not issue new Notes to
replace Notes it has paid in full or delivered to the Trustee for cancellation.


 


Section 2.08.  CUSIP Numbers.  The Company in issuing the Notes
may use “CUSIP” numbers, and the Trustee will use CUSIP numbers in notices of
redemption or exchange or in Offers to Purchase as a convenience to Holders,
the notice to state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of
redemption or exchange or Offer to Purchase. 
The Company will promptly notify the Trustee in writing of any change in
the CUSIP numbers.


 


Section 2.09.  Registration, Transfer and
Exchange.  (a) The Notes will be issued in
registered form only, without coupons, and the Company shall cause the Trustee
to maintain a register (the “Register”)
of the Notes, for registering the record ownership of the Notes by the Holders
and transfers and exchanges of the Notes.


 


(b)           (1) Each Global Note will be registered in the
name of the Depositary or its nominee and, so long as DTC is serving as the
Depositary thereof, will bear the DTC Legend.


 


21

















 


(2)           Each Global
Note will be delivered to the Trustee as custodian for the Depositary.  Transfers of a Global Note (but not a
beneficial interest therein) will be limited to transfers thereof in whole, but
not in part, to the Depositary, its successors or their respective nominees,
except (i) as set forth in Section 2.09(b)(4) and (ii) transfers
of portions thereof in the form of Certificated Notes may be made upon request
of an Agent Member (for itself or on behalf of a beneficial owner) by written
notice given to the Trustee by or on behalf of the Depositary in accordance
with customary procedures of the Depositary and in compliance with this Section and
Section 2.10.


 


(3)           Agent Members
will have no rights under the Indenture with respect to any Global Note held on
their behalf by the Depositary, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner and Holder of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, the Depositary
or its nominee may grant proxies and otherwise authorize any Person (including
any Agent Member and any Person that holds a beneficial interest in a Global
Note through an Agent Member) to take any action which a Holder is entitled to
take under the Indenture or the Notes, and nothing herein will impair, as
between the Depositary and its Agent Members, the operation of customary
practices governing the exercise of the rights of a holder of any security.


 


(4)           If (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for a Global Note and a successor depositary is not appointed by the
Company within 90 days of the notice or (y) an Event of Default has
occurred and is continuing and the Trustee has received a request from the
Depositary, the Trustee will promptly exchange each beneficial interest in the
Global Note for one or more Certificated Notes in authorized denominations
having an equal aggregate principal amount registered in the name of the owner
of such beneficial interest, as identified to the Trustee by the Depositary,
and thereupon the Global Note will be deemed canceled.  If such Note does not bear the Restricted
Legend, then the Certificated Notes issued in exchange therefor will not bear
the Restricted Legend.  If such Note
bears the Restricted Legend, then the Certificated Notes issued in exchange
therefor will bear the Restricted Legend, provided
that any Holder of any such Certificated Note issued in exchange for a
beneficial interest in a Temporary Offshore Global Note will have the right
upon presentation to the Trustee of a duly completed Certificate of Beneficial
Ownership after the Restricted Period to exchange such Certificated Note for a
Certificated Note of like tenor and amount that does not bear the Restricted
Legend, registered in the name of such Holder.


 


22

















 


(c)           Each Certificated Note will be registered in the
name of the holder thereof or its nominee.


 


(d)           A Holder may transfer a Note (or a beneficial
interest therein) to another Person or exchange a Note (or a beneficial
interest therein) for another Note or Notes of any authorized denomination by
presenting to the Trustee a written request therefor stating the name of the
proposed transferee or requesting such an exchange, accompanied by any
certification, opinion or other document required by Section 2.10.  The Trustee will promptly register any
transfer or exchange that meets the requirements of this Section by noting
the same in the register maintained by the Trustee for the purpose; provided that:


 


(x)            no transfer or exchange will
be effective until it is registered in such register; and


 


(y)           neither the Company nor the
Trustee will be required (i) to issue, register the transfer of or
exchange any Note for a period beginning at the opening of business 15 days
before the mailing of a notice of redemption of Notes to be redeemed or
purchased pursuant to an Offer to Purchase and ending at the close of business
on the day such notice of redemption is mailed, (ii) to register the
transfer of or exchange any Note so selected for redemption or purchase in
whole or in part, except, in the case of a partial redemption or purchase, that
portion of any Note not being redeemed or purchased, or (iii) if a
redemption or a purchase pursuant to an Offer to Purchase is to occur after a
Regular Record Date but on or before the corresponding Interest Payment Date,
to register the transfer of or exchange any Note on or after the Regular Record
Date and before the date of redemption or purchase.  Prior to the registration of any transfer,
the Company, the Trustee and their agents will treat the Person in whose name
the Note is registered as the owner and Holder thereof for all purposes
(whether or not the Note is overdue), and will not be affected by notice to the
contrary.


 


From time to time the Company will execute and the
Trustee will authenticate additional Notes as necessary in order to permit the
registration of a transfer or exchange in accordance with this Section.


 


No service charge will be imposed in connection with
any transfer or exchange of any Note, but the Company or the Parent may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than a transfer tax or other
similar governmental charge payable upon exchange pursuant to subsection
(b)(4)).


 


(e)           (1)           Global Note to Global Note.  If a beneficial interest in a Global Note is
transferred or exchanged for a beneficial interest in another Global Note, the
Trustee will (x) record a decrease in the principal amount of the Global 


 


23

















 


Note being transferred or
exchanged equal to the principal amount of such transfer or exchange and (y) record
a like increase in the principal amount of the other Global Note.  Any beneficial interest in one Global Note
that is transferred to a Person who takes delivery in the form of an interest
in another Global Note, or exchanged for an interest in another Global Note,
will, upon transfer or exchange, cease to be an interest in such Global Note
and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer and exchange restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Note for as
long as it remains such an interest.


 


(2)           Global
Note to Certificated Note.  If a
beneficial interest in a Global Note is transferred or exchanged for a
Certificated Note, the Trustee will (x) record a decrease in the principal
amount of such Global Note equal to the principal amount of such transfer or
exchange and (y) deliver one or more new Certificated Notes in authorized
denominations having an equal aggregate principal amount to the transferee (in
the case of a transfer) or the owner of such beneficial interest (in the case
of an exchange), registered in the name of such transferee or owner, as
applicable.


 


(3)           Certificated
Note to Global Note.  If a
Certificated Note is transferred or exchanged for a beneficial interest in a
Global Note, the Trustee will (x) cancel such Certificated Note, (y) record
an increase in the principal amount of such Global Note equal to the principal
amount of such transfer or exchange and (z) in the event that such
transfer or exchange involves less than the entire principal amount of the
canceled Certificated Note, deliver to the Holder thereof one or more new
Certificated Notes in authorized denominations having an aggregate principal
amount equal to the untransferred or unexchanged portion of the canceled
Certificated Note, registered in the name of the Holder thereof.


 


(4)           Certificated
Note to Certificated Note.  If a
Certificated Note is transferred or exchanged for another Certificated Note,
the Trustee will (x) cancel the Certificated Note being transferred or
exchanged, (y) deliver one or more new Certificated Notes in authorized
denominations having an aggregate principal amount equal to the principal
amount of such transfer or exchange to the transferee (in the case of a
transfer) or the Holder of the canceled Certificated Note (in the case of an
exchange), registered in the name of such transferee or Holder, as applicable,
and (z) if such transfer or exchange involves less than the entire
principal amount of the canceled Certificated Note, deliver to the Holder
thereof one or more Certificated Notes in authorized denominations having an
aggregate principal amount equal to the untransferred or unexchanged portion of
the canceled Certificated Note, registered in the name of the Holder thereof.


 


24
















 


Section 2.10.  Restrictions on Transfer and
Exchange.  (a) The transfer or exchange of
any Note (or a beneficial interest therein) may only be made in accordance with
this Section and Section 2.09 and, in the case of a Global Note (or a
beneficial interest therein), the applicable rules and procedures of the
Depositary, Euroclear and Clearstream. 
The Trustee shall refuse to register any requested transfer or exchange
that does not comply with the preceding sentence.


 


(b)           Subject to paragraph (c), the transfer or exchange
of any Note (or a beneficial interest therein) of the type set forth in column
A below for a Note (or a beneficial interest therein) of the type set forth
opposite in column B below may only be made in compliance with the
certification requirements (if any) described in the clause of this paragraph
set forth opposite in column C below.


 


	
  A

  	
   

  	
  B

  	
   

  	
  C

  	
   

  
	
  U.S.
  Global Note

  	
   

  	
  U.S.
  Global Note

  	
   

  	
  (1

  	
  )

  
	
  U.S.
  Global Note

  	
   

  	
  Offshore
  Global Note

  	
   

  	
  (2

  	
  )

  
	
  U.S.
  Global Note

  	
   

  	
  Certificated
  Note

  	
   

  	
  (3

  	
  )

  
	
  Offshore
  Global Note

  	
   

  	
  U.S.
  Global Note

  	
   

  	
  (4

  	
  )

  
	
  Offshore
  Global Note

  	
   

  	
  Offshore
  Global Note

  	
   

  	
  (1

  	
  )

  
	
  Offshore
  Global Note

  	
   

  	
  Certificated
  Note

  	
   

  	
  (5

  	
  )

  
	
  Certificated
  Note

  	
   

  	
  U.S.
  Global Note

  	
   

  	
  (4

  	
  )

  
	
  Certificated
  Note

  	
   

  	
  Offshore
  Global Note

  	
   

  	
  (2

  	
  )

  
	
  Certificated
  Note

  	
   

  	
  Certificated
  Note

  	
   

  	
  (3

  	
  )

  



 


(1)           No
certification is required.


 


(2)           The Person
requesting the transfer or exchange must deliver or cause to be delivered to
the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or
exchange is made by the Holder of a Certificated Note that does not bear the
Restricted Legend, then no certification is required.


 


(3)           The Person
requesting the transfer or exchange must deliver or cause to be delivered to
the Trustee (x) a duly completed Rule 144A Certificate, (y) a
duly completed Regulation S Certificate or (z) a duly completed
Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and
such other certifications and evidence as the Company may reasonably require in
order to determine that the proposed transfer or exchange is being made in
compliance with the Securities Act and any applicable securities laws of any
state of the United States; provided
that if the requested transfer or exchange is made by the Holder of a
Certificated Note that does not bear the Restricted Legend, then no
certification is required.  In the event
that (i) the requested transfer or exchange takes place after the
Restricted Period and a duly completed Regulation S Certificate is delivered to
the Trustee or (ii) a Certificated Note that does not bear the Restricted
Legend is surrendered for transfer or 


 


25

















 


exchange, upon transfer or exchange the Trustee will deliver a
Certificated Note that does not bear the Restricted Legend.


 


(4)               The Person
requesting the transfer or exchange must deliver or cause to be delivered to
the Trustee a duly completed Rule 144A Certificate.


 


(5)               Notwithstanding
anything to the contrary contained herein, no such exchange is permitted if the
requested exchange involves a beneficial interest in a Temporary Offshore
Global Note.  If the requested transfer
involves a beneficial interest in a Temporary Offshore Global Note, the Person
requesting the transfer must deliver or cause to be delivered to the Trustee a
duly completed (x) Rule 144A Certificate or (y) a duly completed
Institutional Accredited Investor Certificate and/or an Opinion of Counsel and
such other certifications and evidence as the Parent may reasonably require in
order to determine that the proposed transfer is being made in compliance with
the Securities Act and any applicable securities laws of any state of the
United States.  If the requested transfer
or exchange involves a beneficial interest in a Permanent Offshore Global Note,
no certification is required and the Trustee will deliver a Certificated Note
that does not bear the Restricted Legend.


 


(c)           No certification is required in connection with any
transfer or exchange of any Note (or a beneficial interest therein)


 


(1)           after such Note is eligible for resale pursuant to Rule 144
under the Securities Act (or a successor provision); provided
that the Company may require from any Person requesting a transfer or exchange
in reliance upon this Section 2.10(c) an opinion of counsel and any other
reasonable certifications and evidence in order to support such certificate; or


 


(2)           (x) sold pursuant to an effective registration
statement (pursuant to the Registration Rights Agreement or otherwise) or (y) which
is validly tendered for exchange into an Exchange Note pursuant to an Exchange
Offer..


 


Any Certificated Note delivered in reliance
upon this paragraph will not bear the Restricted Legend.


 


(d)           The Trustee will retain copies of all certificates,
opinions and other documents received in connection with the transfer or
exchange of a Note (or a beneficial interest therein), and the Company will
have the right to inspect and make copies thereof at any reasonable time upon
written notice to the Trustee.


 


(e)           Each Holder of a Note agrees to indemnify the
Company, the Guarantors and the Trustee against any liability that may result
from the transfer, 


 


26

















 


exchange or assignment of
such Holder’s Note in violation of any provision of this Indenture and/or
applicable United States federal or state securities law.


 


(f)            The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers between or
among Agent Members or beneficial owners of interests in any Global Note) other
than to require delivery of such certificates and other documentation or evidence
as are expressly required by, and to do so if and when expressly required by
the terms of, this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


 


(g)           Neither the Trustee nor any Agent Member shall have
any responsibility for any actions taken or not taken by the Depositary.


 


Section 2.11.  Temporary Offshore Global
Notes.  (a) Each Note originally sold by
the Initial Purchasers in reliance upon Regulation S will be evidenced by one or
more Offshore Global Notes that bear the Temporary Offshore Global Note Legend.


 


(b)           An owner of a beneficial interest in a Temporary
Offshore Global Note (or a Person acting on behalf of such an owner) may
provide to the Trustee (and the Trustee will accept) a duly completed
Certificate of Beneficial Ownership at any time after the Restricted Period (it
being understood that the Trustee will not accept any such certificate during
the Restricted Period).  Promptly after
acceptance of a Certificate of Beneficial Ownership with respect to such a
beneficial interest, the Trustee will cause such beneficial interest to be
exchanged for an equivalent beneficial interest in a Permanent Offshore Global
Note, and will (x) permanently reduce the principal amount of such
Temporary Offshore Global Note by the amount of such beneficial interest and (y) increase
the principal amount of such Permanent Offshore Global Note by the amount of
such beneficial interest.


 


(c)           Notwithstanding paragraph (b), if after the
Restricted Period any Initial Purchaser owns a beneficial interest in a
Temporary Offshore Global Note, such Initial Purchaser may, upon written
request to the Trustee accompanied by a certification as to its status as an
Initial Purchaser, exchange such beneficial interest for an equivalent
beneficial interest in a Permanent Offshore Global Note, and the Trustee will
comply with such request and will (x) permanently reduce the principal
amount of such Temporary Offshore Global Note by the amount of such beneficial interest
and (y) increase the principal amount of such Permanent Offshore Global
Note by the amount of such beneficial interest.


 


(d)           Notwithstanding
anything to the contrary contained herein, any owner of a beneficial interest
in a Temporary Offshore Global Note shall not be 


 


27

















 


entitled to receive payment of principal or interest
on such beneficial interest or other amounts in respect of such beneficial
interest until such beneficial interest is exchanged for an interest in a
Permanent Offshore Global Note or transferred for an interest in another Global
Note or a Certificated Note.


 


ARTICLE 3

REDEMPTION; OFFER TO PURCHASE


 


Section 3.01.  Optional Redemption.  At any time and from time to time
prior to May 1, 2015, upon not less than 30 nor more than 60 days’ notice,
the Company may redeem some or all of the Notes, at a redemption price equal to
100% of the principal amount of the Notes redeemed plus the Applicable Premium
plus accrued and unpaid interest, if any, to the redemption date.


 


At any time and from time to time on or after May 1,
2015, the Company may redeem the Notes, in whole or in part, at a redemption
price for the Notes (expressed as a percentage of principal amount) set forth
below, plus accrued and unpaid interest to the redemption date, if redeemed
during the twelve-month period commencing on May 1 of the years indicated
below:


 


	
  Year

  	
   

  	
  Redemption 

  Price

  	
   

  
	
  2015

  	
   

  	
  103.438

  	
  %

  
	
  2016

  	
   

  	
  102.292

  	
  %

  
	
  2017

  	
   

  	
  101.146

  	
  %

  
	
  2018 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Section 3.02.  Redemption with Proceeds of
Public Equity Offering.  At
any time and from time to time prior to May 1, 2013, the Company may, at
its option on one or more occasions, redeem Notes in an aggregate principal
amount not to exceed 35% of the aggregate principal amount of the Notes
originally issued on the Issue Date with the net cash proceeds received by the
Company from one or more Equity Offerings at a redemption price equal to
106.875% of the principal amount thereof plus
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), provided,  however,
that  after giving effect to any
such redemption:


 


(1)   at least 65% of such
aggregate principal amount of Notes originally issued on the Issue Date remains
outstanding immediately after the occurrence of each such redemption (other
than Notes held, directly or indirectly by the Parent or its Affiliates), and


 


(2)   notice of any such
redemption is mailed within 90 days of the related Equity Offering.


 


28

















 


Section 3.03.  Method and Effect of
Redemption.  (a) If the Company elects to
redeem Notes, it must notify the Trustee of the redemption date and the
principal amount of Notes to be redeemed by delivering an Officers’ Certificate
at least 60 days before the redemption date (unless a shorter period is
satisfactory to the Trustee).  If fewer
than all of the Notes are being redeemed, the Officers’ Certificate must also
specify a record date not less than 15 days after the date of the notice of
redemption is given to the Trustee, and the Trustee will select the Notes to be
redeemed pro rata, by lot or by any other method
the Trustee in its sole discretion deems fair and appropriate, in accordance
with the procedures of DTC, in multiples of $1,000 principal amount.  The Trustee will notify the Company promptly
of the Notes or portions of Notes to be called for redemption.  Notice of redemption must be sent by the
Company or at the Company’s request, by the Trustee in the name and at the
expense of the Company, to Holders whose Notes are to be redeemed at least 30
days but not more than 60 days before the redemption date, except that a notice
of redemption may be sent more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture in accordance with the provisions of Article 8.


 


(b)           The notice of redemption will identify the Notes
(including CUSIP numbers) to be redeemed and will include or state the
following:


 


(1)   the redemption date;


 


(2)   the redemption price,
including the portion thereof representing any accrued and unpaid interest;


 


(3)   the place or places where
Notes are to be surrendered for redemption;


 


(4)   Notes called for redemption
must be so surrendered in order to collect the redemption price;


 


(5)   on the redemption date the
redemption price will become due and payable on Notes called for redemption,
and interest on Notes called for redemption will cease to accrue on and after
the redemption date;


 


(6)   if any Note is redeemed in
part, on and after the redemption date, upon surrender of such Note, new Notes
equal in principal amount to the unredeemed portion will be issued; and


 


(7)   if any Note contains a CUSIP
number, no representation is being made as to the correctness of the CUSIP
number either as printed on the Notes or as contained in the notice of
redemption and that the Holder should rely only on the other identification
numbers printed on the Notes.


 


29

















 


(c)           Once notice of redemption is sent to the Holders,
Notes called for redemption become due and payable at the redemption price on
the redemption date, and upon surrender of the Notes called for redemption, the
Company shall redeem such Notes at the redemption price.  Commencing on the redemption date, Notes
redeemed will cease to accrue interest. 
Upon surrender of any Note redeemed in part, the Holder will receive a
new Note equal in principal amount to the unredeemed portion of the surrendered
Note.


 


Section 3.04.  Offer to Purchase.  (a) An “Offer to Purchase” means an offer by the
Company to purchase Notes as required by the Indenture.  An Offer to Purchase must be made by written
offer (the “offer”) sent to the
Holders.  The Company will notify the
Trustee at least 15 days (or such shorter period as is acceptable to the
Trustee) prior to sending the offer to Holders of its obligation to make an
Offer to Purchase, and the offer will be sent by the Company or, at the Company’s
written request, by the Trustee in the name and at the expense of the Company.


 


(b)           The offer must include or state the following as to
the terms of the Offer to Purchase:


 


(1)   the provision of the
Indenture pursuant to which the Offer to Purchase is being made;


 


(2)   the aggregate principal
amount of the outstanding Notes offered to be purchased by the Company pursuant
to the Offer to Purchase (including, if less than 100%, the manner by which
such amount has been determined pursuant to the Indenture) (the “purchase amount”);


 


(3)   the purchase price,
including the portion thereof representing accrued and unpaid interest;


 


(4)   an expiration date (the “expiration date”) not less than 30 days or
more than 60 days after the date of the offer, and a settlement date for
purchase (the “purchase date”) not
more than five Business Days after the expiration date;


 


(5)   information concerning the
business of Parent (or, following the Reorganization, Seagate plc) and its
Subsidiaries (which information may be incorporated by reference in such Offer
to Purchase), which the Company in good faith believes will enable the Holders
to make an informed decision with respect to the Offer to Purchase, at a
minimum to include:


 


(A)          the most recent annual and
quarterly financial statements and “Management’s Discussion and Analysis of 


 


30

















 


Financial
Condition and Results of Operations” for Parent (or, following the
Reorganization, Seagate plc),


 


(B)           a description of material
developments in Parent’s (or, following the Reorganization, Seagate plc)
business subsequent to the date of the latest of the financial statements
(including a description of the events requiring the Company to make the Offer
to Purchase), and


 


(C)           if applicable, appropriate
pro forma financial information concerning the Offer to Purchase and the events
requiring the Company to make the Offer to Purchase;


 


(6)   a Holder may tender all or
any portion of its Notes pursuant to an Offer to Purchase, subject to the
requirement that any portion of a Note tendered must be in a multiple of $1,000
principal amount;


 


(7)   the place or places where
Notes are to be surrendered for tender pursuant to the Offer to Purchase;


 


(8)   each Holder electing to
tender a Note pursuant to the offer will be required to surrender such Note at
the place or places specified in the offer prior to the close of business on
the expiration date (such Note being, if the Company or the Trustee so
requires, duly endorsed or accompanied by a duly executed written instrument of
transfer);


 


(9)   interest on any Note not
tendered, or tendered but not purchased by the Company pursuant to the Offer to
Purchase, will continue to accrue;


 


(10) on the purchase date the
purchase price will become due and payable on each Note accepted for purchase
pursuant to the Offer to Purchase, and interest on Notes purchased will cease
to accrue on and after the purchase date;


 


(11) Holders are entitled to
withdraw Notes tendered by giving notice, which must be received by the
Company, as applicable, or the Trustee not later than the close of business on
the expiration date, setting forth the name of the Holder, the principal amount
of the tendered Notes, the certificate number of the tendered Notes and a
statement that the Holder is withdrawing all or a portion of the tender;


 


(12) (i) if Notes in an
aggregate principal amount less than or equal to the purchase amount are duly
tendered and not withdrawn pursuant to the Offer to Purchase, the Company, as
applicable, will purchase all such Notes, and (ii) if the Offer to
Purchase is for less than all 


 


31

















 


of
the outstanding Notes and Notes in an aggregate principal amount in excess of
the purchase amount are tendered and not withdrawn pursuant to the offer, the
Company, as applicable, will purchase Notes having an aggregate principal
amount equal to the purchase amount on a pro rata basis,
with adjustments so that only Notes in multiples of $1,000 principal amount
will be purchased;


 


(13) if any Note is purchased in part, new Notes equal in
principal amount to the unpurchased portion of the Note will be issued; and


 


(14) if any Note contains a CUSIP
number, no representation is being made as to the correctness of the CUSIP
number either as printed on the Notes or as contained in the offer and that the
Holder should rely only on the other identification numbers printed on the
Notes.


 


(c)           Prior to the purchase date the Company will accept
tendered Notes for purchase as required by the Offer to Purchase and deliver to
the Trustee all Notes so accepted together with an Officers’ Certificate
specifying which Notes have been accepted for purchase.  On the purchase date the purchase price will
become due and payable on each Note accepted for purchase, and interest on
Notes purchased will cease to accrue on and after the purchase date.  The Trustee will promptly return to Holders
any Notes not accepted for purchase and send to Holders new Notes equal in
principal amount to any unpurchased portion of any Notes accepted for purchase
in part.


 


(d)           The Company will comply with Rule 14e-1 under
the Exchange Act and all other applicable laws in making any Offer to Purchase,
and the above procedures will be deemed modified as necessary to permit such
compliance.


 


ARTICLE 4

COVENANTS


 


Section 4.01.  Payment of Notes.  (a) The Company shall duly
and punctually make all payments in respect of the Notes in accordance with the
terms of the Notes and this Indenture. 
Any payments made or due pursuant to this Indenture shall be considered
paid on the applicable date due if by 11:00 a.m., New York City time, on
such date the Paying Agent holds, in accordance with this Indenture, cash
sufficient to pay all such amounts then due. Payment of the principal and
interest on the Notes shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.


 


(b)           The principal amount and accrued interest on the
Notes shall be payable at the office or agency of the Company maintained for
such purpose and 


 


32

















 


at any other office or agency maintained by the Company
for such purpose; provided that, except in the case of a Global Note, the
Company will pay interest (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Register or (ii) by
wire transfer in immediately available funds to a Holder with an aggregate
principal amount of Notes of any series in excess of $2.0 million, to the place
and account designated in writing at least 15 calendar days prior to the
interest payment date by the Person entitled thereto as specified in the
Register.


 


(c)           The Company agrees to pay interest on overdue
principal and overdue installments of interest at the rate per annum specified
in the Notes.


 


Section 4.02.  Maintenance of Office or
Agency.  The Company will
maintain an office or agency where Notes may be surrendered for registration of
transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Notes and the Indenture may be
served.  The Company hereby initially designates
the Corporate Trust Office of the Trustee as such office of the Company.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served to the Trustee.


 


The Company may also from time to time designate one
or more other offices or agencies where the Notes may be surrendered or
presented for any of such purposes and may from time to time rescind such
designations.  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.


 


Section 4.03.  Existence.  The Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence and the existence of each Subsidiary in accordance with their
respective organizational documents, and the material rights, licenses and
franchises of the Company and each Subsidiary, provided
that the Company is not required to preserve any such right, license or
franchise, or the existence of any Subsidiary, if the maintenance or
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole; and provided,  further, that this Section does not
prohibit any transaction otherwise permitted by Article 5.


 


Section 4.04.  Reports and Delivery of
Certain Information.  (a) The
Company covenants to comply with Section 314(a) of the Trust
Indenture Act as it relates to information, documents and reports which the
Company may be required to file with the Trustee pursuant to such Section 314(a) and
with the 


 


33

















 


Commission pursuant to Section 13 or 15(d) of
the Exchange Act or otherwise by the Exchange Act, the Trust Indenture Act or
other rules and regulations of the Commission and to file such
information, documents and reports with the Trustee within 15 calendar days
after the same is filed with the Commission; provided
that in each case the delivery of materials to the Trustee by electronic means
or filing of documents pursuant to the Commission’s “EDGAR” system (or any
successor electronic filing system) shall be deemed to be “filed” with the
Trustee for purposes of this Section 4.04, provided,
however, that the Trustee shall have no obligation whatsoever to
determine whether or not such information, documents or reports have been filed
pursuant to the “EDGAR” system” (or its successor);  and provided  further, that so long as Parent or Seagate
plc is a Guarantor of the Notes, the information, documents and reports
required to be filed and provided as described in this Section 4.04 may,
at the Company’s option, be filed and provided by, and be those of, Parent or,
following the Reorganization, Seagate plc, in each case rather than the
Company.  Delivery of such information,
documents and reports to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


 


(b)           For so long as any of the Notes remain outstanding
and constitute “restricted securities” under Rule 144, the Company will
furnish to the Holders of the Notes and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


Section 4.05.  Payment of Taxes and other
Claims.  The Company will pay
or discharge, and cause each of its Subsidiaries to pay or discharge before the
same become delinquent (i) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
its income or profits or property, and (ii) all material lawful claims for
labor, materials and supplies that, if unpaid, might by law become a Lien upon
the property of the Company or any Subsidiary, other than any such tax,
assessment, charge or claim the amount, applicability or validity of which is
being contested in good faith by appropriate proceedings and for which adequate
reserves have been established.


 


Section 4.06.  Maintenance of Properties and
Insurance.  (a) The
Company will cause all properties used or useful in the conduct of its business
or the business of any of its Subsidiaries to be maintained and kept in good
condition, repair and working order as in the judgment of the Company may be
necessary so that the business of the Company and its Subsidiaries may be
properly conducted at all times; provided
that nothing in this Section prevents the Company or any Subsidiary from
discontinuing the use, operation or maintenance of any of such properties or
disposing of any of them, if such discontinuance or disposal (i)(A) is, in
the judgment of the Company, desirable in the conduct of the business of the
Company and its Subsidiaries taken as a whole or (B) would not have a
material adverse effect on the ability of the Company and the Parent to


 


34
















 


satisfy their obligations under this
Indenture and, to the extent applicable (ii) is not otherwise prohibited
by this Article IV.


 


(b)           The Company will provide or cause to be provided,
for itself and its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the good faith opinion of the
Board of Directors, is adequate and appropriate for the conduct of the business
of the Company and its Subsidiaries.


 


Section 4.07.  Limitation on Liens.  (a) Neither the Company nor any of its
Subsidiaries will create or incur any Lien on any Principal Property, whether
now owned or hereafter acquired, in order to secure any Indebtedness, without
effectively providing that the Notes shall be equally and ratably secured until
such time as such Indebtedness is no longer secured by such Lien, except:


 


(i)    Liens existing as of the
Issue Date;


 


(ii)   Liens granted after the
Issue Date created in favor of the Holders of the Notes;


 


(iii)  Liens created in substitution of, or as replacements
for, any Liens permitted by clause (i) or (ii) of this Section 4.07;
provided that based on a good faith
determination of one of the Company’s Senior Officers, the Principal Property
encumbered under any such substitute or replacement Lien is substantially
similar in nature to the Principal Property encumbered by the otherwise
permitted Lien which is being replaced; and


 


(iv)  Permitted Liens.


 


(b)           Notwithstanding Section 4.07(a),
the Company or any Subsidiary of the Company may, without equally and ratably
securing the Notes, create or incur Liens which would otherwise be subject to
the restrictions set forth in 

Section 4.07(a) if, after giving effect thereto, Aggregate Debt does
not exceed the greater of (i) 15% of Consolidated Net Worth calculated as
of the date of the creation or incurrence of such Lien or (ii) $780.0
million.  The Company or any Subsidiary
of the Company also may, without equally and ratably securing the Notes, create
or incur Liens that extend, renew, substitute or replace (including successive
extensions, renewals, substitutions or replacements), in whole or in part, any
Lien permitted pursuant to this Section 4.07.


 


Section 4.08.  Limitation on Subsidiary
Debt.  (a) The Company
will not permit any of its Subsidiaries to create, assume, incur, Guarantee or
otherwise become liable for or suffer to exist any Indebtedness (any
Indebtedness of a Subsidiary of the Company, “Subsidiary
Debt”), without Guaranteeing the 


 


35

















 


payment of the principal of, premium, if any,
and interest on the Notes on an unsecured unsubordinated basis.


 


The foregoing restriction shall not apply to, and
there shall be excluded from Indebtedness in any computation under such
restriction, Subsidiary Debt constituting:


 


(i)    Indebtedness of a Person existing at the time such
Person is merged into or consolidated with any Subsidiary of the Company or at
the time of a sale, lease or other disposition of the properties and assets of
such Person (or a division thereof) as an entirety or substantially as an
entirety to any Subsidiary of the Company and is assumed by such Subsidiary; provided that any Indebtedness was not incurred in
contemplation thereof and is not Guaranteed by any other Subsidiary of the
Company (other than any Guarantee existing at the time of such merger,
consolidation or sale, lease or other disposition of properties and assets and
that was not issued in contemplation thereof);


 


(ii)   Indebtedness of a Person existing at the time such
Person becomes a Subsidiary of the Company; provided that
any Indebtedness was not incurred in contemplation thereof;


 


(iii)  Indebtedness owed to Parent or any Subsidiary of
Parent;


 


(iv)  any Guarantee of the 10.00% Notes or Permitted Bank
Indebtedness; or


 


(v)   Indebtedness outstanding on the date of issuance of
the Notes or any extension, renewal, replacement or refunding of any
Indebtedness existing on the date of the indenture or referred to in clauses
(i), (ii), (iii) or (iv); provided that
any such extension, renewal, replacement or refunding of such Indebtedness
shall be created within 360 days of repaying the Indebtedness referred to in
this clause or clauses (i), (ii), (iii) or (iv) above and the
principal amount of the Indebtedness shall not exceed the principal amount of
Indebtedness plus any premium or fee payable in connection with any such
extension, renewal, replacement or refunding, so secured at the time of such
extension, renewal, replacement or refunding.


 


(b)           Notwithstanding Section 4.08(a), the Company or
any Subsidiary of the Company may, create, incur, issue, assume or Guarantee
Subsidiary Debt which would otherwise be subject to the restrictions set forth
in the preceding paragraph, without Guaranteeing the Notes, if after giving
effect thereto, Aggregate Debt does not exceed the greater of (i) 15% of
Consolidated Net Worth calculated as of the date of the creation or incurrence
of the Lien or (ii) $780.0 million.


 


36

















 


(c)           Any Subsidiary of the Company required to Guarantee
the Notes pursuant to Section 4.08(a) or that chooses to Guarantee
the Notes shall (i) execute and deliver to the Trustee a supplemental
indenture substantially in the form of Exhibit B or in such other form
satisfactory to the Trustee pursuant to which such Subsidiary shall
unconditionally Guarantee all of the Company’s obligations under the Notes and
the Indenture in respect of the Notes on the terms set forth in the Indenture
and (ii) deliver to the Trustee an Opinion of Counsel.  The execution by such Subsidiary of a
supplemental indenture pursuant to this Section 4.08(c) shall
evidence the Note Guarantee of such Subsidiary, whether or not the person
signing as an officer of such Subsidiary still holds that office at the time of
authentication of any Note.  The delivery
of any Note by the Trustee after authentication shall constitute due delivery
of such Note Guarantee set forth in the Indenture on behalf of such Subsidiary.  The Note Guarantee of a Subsidiary will
terminate upon


 


(i)    the release or discharge (other than a discharge
through payment thereon) of the Indebtedness of such Subsidiary that resulted
in the obligation to Guarantee the Notes pursuant to Section 4.08(a);


 


(ii)   a sale or other disposition (including by way of
consolidation or merger) of the Capital Stock of such Subsidiary such that such
Subsidiary is no longer a Subsidiary of the Parent;


 


(iii)  defeasance or discharge of the Notes, as provided
under Article 8; or


 


(iv)  if such Subsidiary was not required to Guarantee the
Notes pursuant to Section 4.08(a) but did so at its option, the
request by such Subsidiary of release at any time; provided that after giving
effect to such release the Company would be in compliance with the covenant set
forth in this Section 4.08.


 


Upon delivery by the Company to the Trustee of an
Officers’ Certificate and an Opinion of Counsel, the Trustee will execute any
documents reasonably required in order to evidence the release of any
Subsidiary Guarantor from its obligations under its Note Guarantee.


 


Section 4.09.  Limitation on Sale and
Lease-Back Transactions.  (a) Neither
the Company nor any of its Subsidiaries will enter into any sale and lease-back
transaction for the sale and leasing back of any Principal Property, whether
now owned or hereafter acquired, unless:


 


(i)    such transaction was entered into prior to the Issue
Date;


 


(ii)   such transaction was for the sale and leasing back
to the Company of any Principal Property by one of its Subsidiaries;


 


37

















 


(iii)  such transaction involves a lease for not more than
three years (or which may be terminated by the Company within a period of not
more than three years);


 


(iv)  the Company would be entitled to incur Indebtedness
secured by a mortgage on the property to be leased in an amount equal to the
Attributable Liens with respect to such sale and lease-back transaction without
equally and ratably securing the Notes pursuant to Section 4.07; or


 


(v)   the Company applies an amount equal to the net
proceeds from the sale of the Principal Property to the purchase of another
Principal Property or to the retirement of long-term Indebtedness within 365
calendar days before or after the effective date of any such sale and
lease-back transaction; provided that
in lieu of applying such amount to such retirement, the Company may deliver
Notes to the Trustee for cancellation, such Notes to be credited at the cost
thereof to the Company.


 


(b)           Notwithstanding Section 4.09(a), the Company
and its Subsidiaries may enter into any sale and lease-back transaction which
would otherwise be subject to the foregoing restrictions if after giving effect
thereto and at the time of determination, Aggregate Debt does not exceed the
greater of (i) 15% of Consolidated Net Worth calculated as of the closing
date of the sale and lease-back transaction or (ii) $780.0 million.


 


Section 4.10.  Repurchase of Notes Upon a
Change of Control.  (a)   Not later than 30 days following a Change of Control
Triggering Event, the Parent or the Company will make an Offer to Purchase all
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase.


 


(b)           The Company will not be required to make an Offer to
Purchase following a Change of Control if a third party makes the Offer to
Purchase in the manner, at the times and otherwise in compliance with the
requirements set forth in the Indenture applicable to an Offer to Purchase made
by the Parent or the Company and purchases all Notes validly tendered and not
withdrawn under such Offer to Purchase. Notwithstanding anything to the
contrary herein, an Offer to Purchase may be made in advance of a Change of
Control, conditional upon such Change of Control, if a definitive agreement is
in place for the Change of Control at the time of making of such Offer to
Purchase.


 


Section 4.11.  Reports to Trustee.  (a) The Company will deliver
to the Trustee within 120 days after the end of each fiscal year a certificate
from the principal executive, financial or accounting officer of the Company
stating that the officer has conducted or supervised a review of the activities
of the Company and its performance under the Indenture and that, based upon
such review, the 


 


38

















 


Company has fulfilled its obligations
hereunder or, if there has been a Default, specifying the Default and its
nature and status.


 


(b)           The Company will deliver to the Trustee, as soon as
possible and in any event within 30 days after the Company becomes aware of the
occurrence of a Default, an Officers’ Certificate setting forth the details of
the Default, and the action which the Company proposes to take with respect
thereto.


 


Section 4.12.  Additional Interest Notice.  In the event that the Company is
required to pay Additional Interest to Holders of Notes pursuant to the
Registration Rights Agreement, the Company will provide written notice (“Additional Interest Notice”) to the Trustee of its
obligation to pay Additional Interest no later than 15 days prior to the
proposed payment date for the Additional Interest, and the Additional Interest
Notice shall set forth the amount of Additional Interest to be paid by the
Company on such payment date. The Trustee shall not at any time be under any
duty or responsibility to any Holder of Notes to determine the Additional
Interest, or with respect to the nature, extent, or calculation of the amount
of Additional Interest owed, or with respect to the method employed in such
calculation of the Additional Interest.


 


ARTICLE 5

CONSOLIDATION, MERGER OR SALE OF ASSETS


 


Section 5.01.  The Company May Consolidate,
Etc., Only on Certain Terms.  The
Company shall not consolidate with or merge with or into any other Person or
convey, transfer or lease all or substantially all of its properties and assets
to any Person, in a single transaction or in a series of transactions, unless:


 


(a)           either (i) the Company shall be the continuing
Person or (ii) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, all or substantially all of the
properties and assets of the Company (the “Successor
Company”), (A) shall be organized and validly existing under
the laws of the Cayman Islands, the laws of Ireland or under the laws of the
United States of America, any State thereof or the District of Columbia;


 


(b)           the Successor Company expressly assumes the Company’s
obligations with respect to the Notes and the Indenture pursuant to a
supplemental indenture; provided that,
if such Successor Company is organized under the laws of Ireland, such
supplemental indenture shall contain a customary provision (including customary
exceptions) whereby all payments made by the Successor Company will be made
free and clear of and without withholding or deduction for, or on 


 


39

















 


account of, any taxes unless the withholding or
deduction of such taxes is then required by law and that, if any deduction or
withholding for, or on account of, any taxes imposed or levied by or on behalf
of Ireland or any political subdivision or governmental authority thereof or
therein having power to tax will at any time be required from any payments made
with respect to any Note, including payments of principal, redemption price,
premium, if any, interest or Additional Interest, if any, the Successor Company
will pay (together with such payments) such additional amounts (the “Additional
Amounts”) as may be necessary in order that the net amounts received in respect
of such payments by the holders or the trustee, as the case may be, after such
withholding or deduction (including any such deduction or withholding from such
Additional Amounts), will not be less than the amounts which would have been
received in respect of such payments on any such Note in the absence of such
withholding or deduction;


 


(c)           immediately after giving effect to such transaction,
no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing; and


 


(d)           the Company or the Successor Company has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture, comply with this Section 5.01.


 


Section 5.02.  Parent May Consolidate,
Etc., Only on Certain Terms.  Parent
shall not consolidate with or merge with or into any other Person or convey,
transfer or lease all or substantially all of its properties and assets to any
Person, in a single transaction or in a series of transactions, unless:


 


(a)           either (i) Parent shall be the continuing
Person or (ii) the Person (if other than Parent) formed by such
consolidation or into which Parent is merged or the Person which acquires by
conveyance or transfer, or which leases, all or substantially all of the
properties and assets of Parent (the “Successor Parent”),
shall be organized and validly existing under the laws of the Cayman Islands,
the laws of Ireland or under the laws of the United States of America, any
State thereof or the District of Columbia


 


(b)           the
Successor Parent shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, all of the obligations of Parent under
the Notes, the Parent Guarantee and this Indenture;


 


(c)           immediately
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; and


 


(d)           Parent or the Successor Parent has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and, if a
supplemental 


 


40

















 


indenture is required in connection with such transaction,
such supplemental indenture comply with this Section 5.02.


 


Section 5.03.  Successor Substituted.  (a) Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any
conveyance, transfer or lease of all or substantially all the properties and
assets of the Company in accordance with Section 5.01, the Successor
Company shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
Successor Company had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Notes.


 


(b)           Upon any consolidation of Parent with, or merger of
Parent into, any other Person or any conveyance, transfer or lease of all or
substantially all the properties and assets of Parent in accordance with Section 5.02,
the Successor Parent shall succeed to, and be substituted for, and may exercise
every right and power of, Parent under this Indenture with the same effect as
if such Successor Parent had been named as Parent herein, and thereafter,
except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture, the Parent Guarantee and the
Notes.


 


ARTICLE 6

DEFAULT AND REMEDIES


 


Section 6.01.  Events of
Default.  “Event of Default,” wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


(a)           the Company defaults in any payment of interest
(including Additional Interest) on any Note when the same becomes due and
payable, and such default continues for a period of 30 calendar days;


 


(b)           the
Company defaults in the payment of the principal of or premium (if any) on any
Note when the same becomes due and payable at its Stated Maturity, upon
optional redemption, upon required repurchase (including pursuant to an Offer
to Purchase), upon declaration of acceleration or otherwise;


 


(c)           default in the performance of the Company’s obligations
under Section 4.10 in connection with a Change of Control and such default
continues for a period of 30 calendar days;


 


41

















 


(d)           default in the performance of any covenant,
agreement or condition of the Company or any of its Subsidiaries or Parent in
this Indenture or the Notes (other than a default specified in Section 6.01(a),
Section 6.01(b) or Section 6.01(c)), and such default continues
for a period of 90 calendar days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Trustee and the Company
by the Holders of at least 25% in aggregate principal amount of the outstanding
Notes a written notice specifying such default and requiring it to be remedied
and stating that such notice is a “Notice of
Default” hereunder, provided
however, that, with respect to Section 4.04, the 90 calendar
day period shall be extended to 150 calendar days;


 


(e)           the entry by a court having jurisdiction in the
premises of (i) a decree or order for relief in respect of the Company or
any Significant Subsidiary of a voluntary case or proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law, (ii) a
decree or order adjudging the Company or such Significant Subsidiary as
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or such Significant Subsidiary under any applicable law or (iii) appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or such Significant Subsidiary or of any
substantial part of the property or assets of the Company or such Significant
Subsidiary, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive calendar days;
or


 


(f)            the
commencement by the Company or any Significant Subsidiary of a voluntary case
or proceeding under any applicable bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company or such Significant Subsidiary in an
involuntary case or proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or such Significant
Subsidiary or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become due, or the taking
of corporate action by the Company or such Significant Subsidiary in
furtherance of any such action.


 


Section 6.02.  Acceleration
of Maturity; Rescission and Annulment.  (a) If an Event of Default (other than
those specified in 6.01(e) and 6.01(f)) occurs and is continuing, then and
in every such case the Trustee or the Holders of not less 


 


42

















 


than 25% in aggregate principal amount of the
Notes may declare the principal amount plus accrued and unpaid interest on the
Notes to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount plus accrued and unpaid interest shall become immediately due
and payable.


 


Notwithstanding the foregoing, in the case of an
Event of Default specified in Section 6.01(e) or 6.01(f), the
principal amount plus accrued and unpaid interest on the Notes will ipso facto become due and payable without
any declaration or other act on the part of the Trustee or any Holder.


 


(b)           At any time after such a declaration of acceleration
has been made and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter provided, the Holders of a majority
in aggregate principal amount of the Notes, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences
if:


 


(i)    such rescission and annulment will not conflict with
any judgment or decree of a court of competent jurisdiction; and


 


(ii)   all Events of Default, other than the non-payment of
the principal amount plus accrued and unpaid interest on the Notes which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 6.12.


 


Section 6.03.  Collection
of Indebtedness and Suits for Enforcement by Trustee.  The Company covenants that if a
default is made in the payment of the principal amount of or premium (if any)
on any Note when the same becomes due and payable at its Stated Maturity, upon
optional redemption, upon required repurchase, upon declaration of acceleration
or otherwise, the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of the Notes, the whole amount then due and payable on
such Notes and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


If an Event of Default occurs and is continuing, the
Trustee may, but shall not be obligated to, pursue any available remedy to
collect the payment of the principal amount, premium (if any) and accrued and
unpaid interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.  The Trustee
may maintain a proceeding even if the Trustee does not possess any of the Notes
or does not produce any of the Notes in the proceeding.


 


Section 6.04.  Trustee May File
Proofs of Claim.  In case of
any judicial proceeding relative to the Company (or any other obligor upon the
Notes), its property or its creditors, the Trustee shall be entitled and
empowered, by 


 


43

















 


intervention in such proceeding or otherwise,
to take any and all actions authorized under the Trust Indenture Act in order
to have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amounts due the Trustee under Section 7.07.


 


No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


Section 6.05.  Application
of Money Collected.  Any money
collected by the Trustee pursuant to this Section 6.05 shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money to Holders, upon presentation of the Notes and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


FIRST:  To the
payment of all amounts due the Trustee under Section 7.07;


 


SECOND:  To
the payment of the amounts then due and unpaid on the Notes for the principal
amount, premium (if any) and accrued and unpaid interest in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Notes; and


 


THIRD:  To the
Company.


 


Section 6.06.  Limitation
on Suits.  No Holder of any
Note shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder (other than in the case of an Event
of Default specified in Section 6.01(a) or 6.01(b)), unless:


 


(i)    such Holder has previously given written notice to
the Trustee of a continuing Event of Default;


 


44
















 


(ii)   the Holders of not less than 25% in aggregate
principal amount of the outstanding Notes shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;


 


(iii)  such Holder or Holders have offered to the Trustee
indemnity reasonably satisfactory to it against any loss, liability or expense
to be incurred in compliance with such request;


 


(iv)  the Trustee for 60 calendar days after its receipt
of such notice, request and offer of security or indemnity has failed to
institute any such proceeding; and


 


(v)   no direction, in the opinion of the Trustee,
inconsistent with such written request has been given to the Trustee during
such 60 calendar day period by the Holders of a majority in aggregate principal
amount of the outstanding Notes;


 


it being understood and intended that no one
or more Holders shall have any right in any manner whatever by virtue of, or by
availing itself of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under
this Indenture (it being understood that the Trustee does not have an
affirmative duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders), except in the manner herein provided and
for the equal and ratable benefit of all the Holders.


 


Section 6.07. 
Unconditional Right of Holders to Receive Payment.  Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of the
principal amount, premium (if any) and accrued and unpaid interest in respect
of the Notes held by such Holder, on or after the respective due dates expressed
in the Notes or the Indenture, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
adversely without the consent of such Holder.


 


Section 6.08.  Restoration
of Rights and Remedies.  If
the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


 


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Section 6.09.  Rights and
Remedies Cumulative.  Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.04, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


Section 6.10.  Delay or
Omission Not Waiver.  No delay
or omission of the Trustee or of any Holder of any Note to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by
this Section 6.10 or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


 


Section 6.11.  Control by
Holders.  The Holders of a
majority in principal amount of the Notes shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee with respect to the Notes or exercising any trust or power
conferred on the Trustee by the Holders of the Notes; provided that the Trustee, in good faith,
may refuse to follow any direction that conflicts with any rule of law or
with this Indenture or that the Trustee determines is unduly prejudicial to the
rights of any other Holder or that would involve the Trustee in personal
liability or would otherwise be contrary to applicable law, and may take any
other action it deems proper that is not inconsistent with any such direction
received from Holders of Notes.


 


Section 6.12.  Waiver of
Past Defaults.  The Holders of
not less than a majority in principal amount of the Notes may on behalf of the
Holders of all the Notes waive any past Default hereunder and its consequences,
except a Default:


 


(i)    described in Section 6.01(a) or 6.01(b);
or


 


(ii)   in respect of a covenant or provision hereof which
under Article 9 cannot be modified or amended without the consent of the
Holder of each outstanding Note affected.


 


Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.


 


Section 6.13.  Undertaking
for Costs.  In any suit for
the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any 


 


46

















 


action taken or omitted by it as Trustee, in
either case in respect of the Notes, a court may require any party litigant in
such suit to file an undertaking to pay the costs of the suit, and the court
may assess reasonable costs, including reasonable attorney’s fees and expenses,
against any party litigant in the suit having due regard to the merits and good
faith of the claims or defenses made by the party litigant; but the provisions
of this Section 6.13 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Notes, or to any suit instituted by any Holder for the
enforcement of the payment of the principal amount or premium (if any) on any
Note when the same becomes due and payable at its Stated Maturity, upon
optional redemption, upon required repurchase, upon declaration of acceleration
or otherwise.


 


Section 6.14.  Waiver of Stay or Extension
Laws.  Each of the Company and
the Parent covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and each of the Company and the Parent (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage
of any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been
enacted.


 


ARTICLE 7

THE TRUSTEE


 


Section 7.01.  General.  (a) The duties and
responsibilities of the Trustee are as provided by the Trust Indenture Act and
as set forth herein.  Whether or not
expressly so provided, every provision of the Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee is subject
to this Article.


 


(b)           Except during the continuance of an Event of
Default, the Trustee need perform only those duties that are specifically set
forth in the Indenture and no others, and no implied covenants or obligations
will be read into the Indenture against the Trustee.  In case an Event of Default has occurred and
is continuing, the Trustee shall exercise those rights and powers vested in it
by the Indenture, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs.


 


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(c)           No provision of the Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct.


 


Section 7.02.  Certain Rights of
Trustee.  Subject to Trust
Indenture Act Sections 315(a) through (d):


 


(1)   In the absence of bad faith
on its part, the Trustee may conclusively rely, and will be protected in acting
or refraining from acting, upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
Person.  The Trustee need not investigate
any fact or matter stated in the document, but, in the case of any document
which is specifically required to be furnished to the Trustee pursuant to any
provision hereof, the Trustee shall examine the document to determine whether
it conforms to the requirements of the Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).  The Trustee, in its
discretion, may make further inquiry or investigation into such facts or
matters as it sees fit.


 


(2)   Before the Trustee acts or
refrains from acting, it may require an Officers’ Certificate or an Opinion of
Counsel pursuant to Section 11.04 and conforming to Section 11.05 and
the Trustee will not be liable for any action it takes or omits to take in good
faith in reliance on such certificate or opinion.


 


(3)   The Trustee may act through
its attorneys and agents and will not be responsible for the misconduct or
negligence of any agent appointed with due care.


 


(4)   The Trustee will be under no
obligation to exercise any of the rights or powers vested in it by the
Indenture at the request or direction of any of the Holders, unless such
Holders have offered to the Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction.


 


(5)   The Trustee will not be
liable for any action it takes or omits to take in good faith that it believes
to be authorized or within its rights or powers or for any action it takes or
omits to take in accordance with the direction of the Holders in accordance
with Section 6.11 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under the Indenture.


 


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(6)   The Trustee may consult with
counsel of its selection, and the written advice of such counsel or any Opinion
of Counsel will be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


 


(7)   No provision of the
Indenture will require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of its duties hereunder, or in
the exercise of its rights or powers, unless it receives indemnity satisfactory
to it against any loss, liability or expense.


 


(8)   In no event shall the
Trustee be responsible or liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


(9)   The Trustee shall not be
deemed to have notice of any Default or Event of Default unless a responsible
officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Notes and
this Indenture.


 


(10) The rights, privileges,
protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each
agent, custodian and other Person employed to act hereunder.


 


(11) The Trustee shall not be required to give any bond or surety in respect
of the performance of its powers and duties hereunder.


 


(12) The Trustee may request that
the Company deliver a certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant
to this Indenture.


 


Section 7.03.  Individual Rights of
Trustee.  The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee. 
Any Agent may do the same with like rights.  However, the Trustee is subject to Trust Indenture
Act Sections 310(b) and 311.  For
purposes of Trust Indenture Act Section 311(b)(4) and (6):


 


(a)   “cash transaction” means any transaction in which full payment
for goods or securities sold is made within seven days after 


 


49

















 


delivery of the goods or
securities in currency or in checks or other orders drawn upon banks or bankers
and payable upon demand; and


 


(b)   “self-liquidating paper” means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred for the
purpose of financing the purchase, processing, manufacturing, shipment, storage
or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, provided
the security is received by the Trustee simultaneously with the creation of the
creditor relationship arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.


 


Section 7.04.  Trustee’s Disclaimer.  The Trustee (i) makes no
representation as to the validity or adequacy of the Indenture or the Notes, (ii) is
not accountable for the Company’s use or application of the proceeds from the
Notes and (iii) is not responsible for any statement in the Notes other
than its certificate of authentication.


 


Section 7.05.  Notice of Default.  If any Default occurs and is
continuing and is known to the Trustee, the Trustee will send notice of the
Default to each Holder within 90 days after it occurs, unless the Default has
been cured; provided that, except
in the case of a default in the payment of the principal of or interest on any
Note, the Trustee may withhold the notice if and so long as the board of
directors, the executive committee or a trust committee of directors of the
Trustee in good faith determines that withholding the notice is in the interest
of the Holders.  Notice to Holders under
this Section will be given in the manner and to the extent provided in the
Trust Indenture Act Section 313(c).


 


Section 7.06.  Reports by Trustee to
Holders.  Within 60 days after
each May 15, beginning with May 15, 2011, the Trustee will mail to
each Holder, as provided in Trust Indenture Act Section 313(c), a brief
report dated as of such May 15, if required by Trust Indenture Act Section 313(a),
and file such reports with each stock exchange upon which the Notes are or may
be listed and with the Commission, if required by Trust Indenture Act Section 313(d).
Parent or the Company will promptly notify the Trustee in writing when any
Notes are listed on any national securities exchange and of any delisting.


 


Section 7.07.  Compensation and
Indemnity.  (a) The
Company will pay the Trustee compensation as agreed upon in writing for its
services.  The compensation of the
Trustee is not limited by any law on compensation of a Trustee of an express
trust.  The Company will reimburse the
Trustee upon written request for all reasonable out-of-pocket expenses,
disbursements and 


 


50

















 


advances incurred or made by the Trustee,
including the reasonable compensation and expenses of the Trustee’s agents and
counsel.


 


(b)           The Company will indemnify each of the Trustee and
any predecessor Trustee for, and hold it harmless against, any and all loss,
liability, damage, claim or expense incurred by it without negligence or
willful misconduct on its part arising out of or in connection with the
acceptance or administration of the Indenture and its duties under the
Indenture and the Notes, including the costs and expenses of defending itself
against any claim (whether asserted by the Company, the Parent, a Holder or any
other Person) or liability and of complying with any process served upon it or
any of its officers or authorized signatories in connection with the exercise
or performance of any of its powers or duties under the Indenture and the
Notes.


 


(c)           To secure the Company’s payment obligations in this
Section, the Trustee will have a lien prior to the Notes on all money or
property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust to pay principal of, and interest on particular
Notes.


 


(d)           When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 6.01(e) or Section 6.01(f), the
expenses (including the reasonable fees and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.


 


(e)           The provisions of this Section 7.07 shall
survive any termination or cancellation of this Indenture.


 


Section 7.08.  Replacement of Trustee.  (a) (1) The Trustee may
resign at any time by written notice to the Company.


 


(2)   The Holders of a majority in
principal amount of the outstanding Notes may remove the Trustee by written
notice to the Trustee and the Company.


 


(3)   If the Trustee is no longer
eligible under Section 7.10 or in the circumstances described in Trust
Indenture Act Section 310(b), any Holder that satisfies the requirements
of Trust Indenture Act Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


(4)   The Company may remove the
Trustee if:  (i) the Trustee is no
longer eligible under Section 7.10; (ii) the Trustee is adjudged a
bankrupt or an insolvent; (iii) a receiver or other public officer takes 


 


51

















 


charge of the Trustee or its property; or (iv) the Trustee becomes
incapable of acting.


 


A resignation or removal of the Trustee and
appointment of a successor Trustee will become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section 7.08.


 


(b)           If the Trustee has been removed by the Holders,
Holders of a majority in principal amount of the Notes may appoint a successor
Trustee with the consent of the Company. 
Otherwise, if the Trustee resigns or is removed, or if a vacancy exists
in the office of Trustee for any reason, the Company will promptly appoint a
successor Trustee.  If the successor
Trustee does not deliver its written acceptance within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in principal amount of the outstanding Notes may
petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee.


 


(c)        Upon delivery by the
successor Trustee of a written acceptance of its appointment to the retiring
Trustee and to the Company, (i) the retiring Trustee will transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07, (ii) the resignation or removal of the
retiring Trustee will become effective, and (iii) the successor Trustee
will have all the rights, powers and duties of the Trustee under the
Indenture.  Upon request of any successor
Trustee, the Company will execute any and all instruments for fully and vesting
in and confirming to the successor Trustee all such rights, powers and trusts.  The Company will give notice of any
resignation and any removal of the Trustee and each appointment of a successor
Trustee to all Holders, and include in the notice the name of the successor
Trustee and the address of its Corporate Trust Office.


 


(d)        Notwithstanding replacement
of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07
will continue for the benefit of the retiring Trustee.


 


(e)        The Trustee agrees to give
the notices provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).


 


Section 7.09.  Successor Trustee by
Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act will be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee in
the Indenture.


 


Section 7.10.  Eligibility.  The Indenture must always have a
Trustee that satisfies the requirements of Trust Indenture Act Section 310(a) and
has a 


 


52

















 


combined capital and surplus of at least
$25,000,000 as set forth in its most recent published annual report of
condition.


 


Section 7.11.  Money Held in Trust.  The Trustee will not be liable for
interest on any money received by it except as it may agree in writing with the
Company.  Money held in trust by the
Trustee need not be segregated from other funds except to the extent required
by law and except for money held in trust under Article 8.


 


ARTICLE 8

DEFEASANCE AND DISCHARGE


 


Section 8.01.  Defeasance and Discharge of
Indenture.  The Company may
terminate its obligations under the Indenture with respect to the Notes when:


 


(a)           either


 


(i)    all the Notes that have been authenticated and
delivered have been accepted by the Trustee for cancellation (other than any
Notes which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.04); or


 


(ii)   all the Notes that have not been accepted by the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year, and the Company shall have
made irrevocable arrangements satisfactory to the Trustee for the giving of
notice of redemption by such Trustee in the Company’s name and at the Company’
expense and the Company have irrevocably deposited or caused to be deposited
with the Trustee sufficient funds to pay and discharge the entire indebtedness
on the Notes; and


 


(b)           the
Company shall have paid or caused to be paid all other sums then due and
payable under the Indenture; and


 


(c)           the Company shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
that all conditions precedent under the Indenture relating to the satisfaction
and discharge of the indenture have been complied with.


 


If the foregoing conditions are met, the Trustee, on
demand of the Company accompanied by an Officers’ Certificate and an Opinion of
Counsel and at the cost and expense of the Company, shall execute proper
instruments prepared by the Company acknowledging such satisfaction of and
discharging the Indenture except as to:


 


53

















 


(i)    rights of registration of transfer and exchange of
Notes;


 


(ii)   the Company’s right of optional redemption;


 


(iii)  substitution of mutilated, defaced, destroyed, lost
or stolen Notes;


 


(iv)  rights of Holders to receive payment of the
principal amount, premium (if any) and interest when due and payable;


 


(v)   the rights, powers, trusts, duties and immunities of
the Trustee hereunder; and


 


(vi)  the rights of the Holders as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or
any of them; and the rights of the Company to be repaid any money pursuant to
Sections 8.05 and 8.06.


 


Section 8.02.  Legal Defeasance.  After the 91st calendar day following
the deposit referred to in Section 8.01, the Company will be deemed to
have paid and will be discharged from its obligations in respect of the Notes
and the Indenture, other than its obligations in Article 2 and Sections
4.01, 4.02, 7.07, 7.08 and as set forth in clauses (i) through (vi) of
Section 8.01; provided that
the following conditions have been satisfied:


 


(a)           the Company has irrevocably deposited or caused to
be deposited with the Trustee as trust funds for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to the benefits of the holders of the Notes in cash or Governmental Obligations
or a combination thereof (other than moneys repaid by the Trustee or any Paying
Agent to the Company in accordance with Section 8.06) in each case
sufficient without reinvestment, in the written opinion of a internationally
recognized firm of independent public accountants to pay and discharge, and
which shall be applied by the Trustee to pay and discharge, all of the
principal, premium (if any) and interest when the same becomes due and payable
at Stated Maturity, upon optional redemption, upon required repurchase or
otherwise or if the Company has made irrevocable arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the
Company’s name and at the Company’s expense;


 


(b)           the Company has delivered to the Trustee an Opinion
of Counsel stating that, as a result of an IRS ruling or a change in applicable
U.S. federal income tax law, the holders of the Notes will not recognize gain
or loss for U.S. federal income tax purposes as a result of the deposit,
defeasance and discharge to be effected and will be subject to the same federal
income tax as would be the case if the deposit, defeasance and discharge did
not occur;


 


54
















 


(c)        no Default with respect to the
outstanding Notes has occurred and is continuing at the time of such deposit
after giving effect to the deposit or, in the case of legal defeasance, no
default relating to bankruptcy or insolvency has occurred and is continuing at
any time on or before the 91st calendar day after the date of such deposit, it
being understood that this condition is not deemed satisfied until after the
91st calendar day;


 


(d)        the defeasance will not cause the
Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act, assuming all Notes were in default within the meaning of such
Act;


 


(e)        the deposit will not result in a breach
or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound;


 


(f)         the defeasance will not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act of 1940, as amended, unless the trust is
registered under such Act or exempt from registration; and


 


(g)        the Company has delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, in each case stating that
all conditions precedent provided for herein relating to the defeasance have been
complied with.


 


Prior to the end of the 91 calendar day
period, none of the Company’s obligations under the Indenture or the Notes will
be discharged.  Thereafter, the Trustee
upon request will acknowledge in writing the discharge of the Company’s obligations
under the Notes and the Indenture except for the surviving obligations
specified above.


 


Section 8.03.  Covenant Defeasance.  After the 91st calendar day
following the deposit referred to in Section 8.01, the Company’s
obligations set forth in Sections 4.04, 4.07, 4.08, 4.09 and Sections 6.01(c) and
(d) will no longer constitute an Event of Default; provided that the following conditions
have been satisfied:


 


(a)        the Company has complied with clauses
(a), (c), (d), (e), (f) and (g) of Section 8.02; and


 


(b)        the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the holders of the Notes will not
recognize gain or loss for U.S. federal income tax purposes as a result of the
deposit and covenant defeasance to be effected and will be subject to the same
federal income tax as would be the case if the deposit and covenant defeasance
did not occur.


 


55

















 


Except as specifically stated above, none of
the Company’s obligations under the Indenture will be discharged.


 


Section 8.04.  Application by Trustee of
Funds Deposited for Payment of Notes.  Subject
to 8.06, all moneys deposited with the Trustee pursuant to 8.01 shall be held
in trust and applied by it to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent), to the
Holders of the particular Notes for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee, of all
sums due and to become due thereon for principal, premium (if any) and
interest.  Such money need not be
segregated from other funds except to the extent required by law.


 


Section 8.05.  Repayment of Moneys Held by
Paying Agent.  In connection
with the satisfaction and discharge of the Indenture with respect to the Notes,
all moneys then held by any Paying Agent under the provisions of the Indenture
shall, upon demand of the Company, be repaid to the Company or paid to the
Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.


 


Section 8.06.  Return of Moneys Held by
Trustee and Paying Agent Unclaimed for Two Years.  Any moneys or Governmental
Obligations deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of or premium (if any) on or interest on any Note and
not applied but remaining unclaimed for two years after the date upon which
such principal, premium or interest shall have become due and payable, shall be
repaid to the Company by the Trustee or such Paying Agent, and the Holder of
the Note shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, thereafter look only to the Company
for any payment which such Holder may be entitled to collect, and all liability
of the Trustee or any Paying Agent with respect to such moneys shall thereupon
cease.


 


ARTICLE
9

AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


Section 9.01.  Supplemental Indentures
Without Consent of Holders.  Without
the consent of any Holders, each of the Company and Parent and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:


 


(i)    to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants, agreements and
obligations of the Company herein and in the Notes;


 


56

















 


(ii)   to evidence the succession of another Person to Parent and the
assumption by any such successor of the covenants, agreements and obligations
of Parent herein and in the Notes and the Parent Guarantee;


 


(iii)  to add to the covenants of the Company and Parent for the benefit
of the Holders, or to surrender any right or power herein conferred upon the
Company;


 


(iv)  to add any additional Events of Default for the benefit of the
Holders;


 


(v)   to add, change or eliminate any provision of this Indenture
applying to the Notes; provided that
the Company deems such action necessary or advisable and that such action does
not adversely affect the interests of any Holder of the Notes;


 


(vi)  to evidence and provide for a successor Trustee with respect to the
Notes or to add to or change any provision to the extent necessary to appoint a
separate Trustee for the Notes;


 


(vii) to cure any ambiguity or defect, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Indenture which shall not be inconsistent with the provisions of this
Indenture, provided that such action pursuant to this clause (vii) does
not adversely affect the rights of the Holders of the Notes;


 


(viii) to supplement any provision of
this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance or discharge of the Notes; provided that such change or modification
does not adversely affect the interests of the Holders of the Notes;


 


(ix)   add, change or eliminate any provision of this Indenture in
accordance with the Trust Indenture Act; provided that
such action does not adversely affect the interests of any Holder of Notes;


 


(x)    to convey, transfer, assign, mortgage or pledge to the Trustee as
collateral security for the Notes any property or assets;


 


(xi)   provide for the issuance of Additional Notes ranking equally with
the Notes in all respects (other than (A) the payment of interest accruing
prior to the issue date of such Additional Notes and (B) the first payment
of interest following the issue date of such Additional Notes);


 


57

















 


(xii)  conform any provision of the “Description of Notes” contained in
the Offering Memorandum dated April 29, 2010 relating to the Notes; or


 


(xiii) make any change in the Parent Guarantee that would not adversely
affect the Holders.


 


Section 9.02.  Supplemental Indentures With
Consent of Holders.  Each of
the Company and Parent and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders under this Indenture
with the written consent of the Holders of at least a majority in aggregate
principal amount of outstanding Notes affected by such supplemental indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each outstanding Note affected thereby,


 


(i)    reduce the rate of or change the time for payment of interest on
any Note;


 


(ii)   reduce the principal amount of, or change the Stated Maturity of,
any Note;


 


(iii)  reduce the redemption price, premium of or repurchase price of any
Note or amend or modify in any manner adverse to the Holders of Notes the
Company’s obligation to make such payments, whether through an amendment or
waiver of provisions in the covenants, definitions or otherwise;


 


(iv)  make any Note payable in money other than that stated in the Note
or other than in accordance with the provisions of this Indenture;


 


(v)   reduce the quorum or voting requirements under this Indenture;


 


(vi)  impair the right of any Holder to receive payment of the principal
amount of, premium (if any) on or interest on a Holder’s Notes on or after the
due dates therefor, including waiving any Default with respect to the payment
of principal, premium or interest thereon, or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Notes;


 


(vii) change the ranking of the Notes in a manner adverse to the Holders
of the Notes;


 


(viii) make any change in
the amendment or waiver provisions which require each Holder’s consent;


 


58

















 


(ix)   reduce the percentage in principal amount of the outstanding
Notes, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) or consent provided for in this Indenture;


 


(x)    impair the right of any Holder to institute suit for the enforcement
of any payment on the Notes; or


 


(xi)   modify any of the provisions of this Section 9.02 or Section 6.12,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each outstanding Note affected thereby.


 


It shall not be necessary for any act of
Holders under this 9.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such act approves the
substance thereof.


 


Section 9.03.  Execution of Supplemental
Indentures.  In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article 9 or the modifications thereby of the trusts
created by this Indenture, the Trustee shall receive, and (subject to Section 7.01)
shall be fully protected in conclusively relying upon, in addition to the
documents required by Sections 11.04 and 11.05, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture.  Subject to the preceding
sentence, the Trustee shall sign such supplemental indenture if the same does
not adversely affect the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.  The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture that
adversely affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


 


Section 9.04.  Effect of Supplemental
Indentures.  Upon the
execution of any supplemental indenture under this Article 9, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


Section 9.05.  Conformity with Trust
Indenture Act.  Every
supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act.


 


Section 9.06.  Reference in Notes to
Supplemental Indentures.  Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 9 shall bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If the Company shall 


 


59

















 


so determine, new Notes so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding Notes.


 


ARTICLE
10

PARENT GUARANTEE


 


Section 10.01.  Parent Guarantee.  Parent hereby unconditionally and
irrevocably guarantees to each Holder and to the Trustee and its successors and
assigns:


 


(a)        the full and punctual payment of
principal of, premium (if any) on and interest on the Notes when the same
becomes due and payable at its Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration of acceleration or otherwise, and all
other monetary obligations of the Parent under this Indenture and the Notes;
and


 


(b)        the full and punctual performance within
applicable grace periods of all other obligations of the Company under this
Indenture and the Notes (all the foregoing under (a) and (b) of this Section 10.01
being hereinafter collectively called the “Guaranteed
Obligations”).


 


Parent further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from Parent and that Parent will remain bound under this Article 10
notwithstanding any extension or renewal of any Guaranteed Obligation.


 


Parent waives presentation to, demand of,
payment from and protest to the Parent of any of the Guaranteed Obligations and
also waives notice of protest for nonpayment. 
Parent waives notice of any default under the Notes or the Guaranteed
Obligations.  The obligations of Parent
hereunder shall not be affected by:


 


(i)    the failure of any Holder or the Trustee to assert any claim or
demand or to enforce any right or remedy against the Parent or any other Person
under this Indenture, the Notes or any other agreement or otherwise;


 


(ii)   any extension or renewal of any thereof;


 


(iii)  any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Notes or any other agreement;


 


60

















 


(iv)  the release of any security held by any Holder or the Trustee for
the obligations of any of them;


 


(v)   the failure of any Holder or the Trustee to exercise any right or
remedy against any other guarantor of the Guaranteed Obligations; or


 


(vi)  except as set forth in Section 10.05, any change in the
ownership of Parent.


 


Parent further agrees that the Parent
Guarantee herein constitutes a guarantee of payment, performance and compliance
when due (and not a guarantee of collection) and waives any right to require
that any resort be had by any Holder or the Trustee to any security held for
payment of the Guaranteed Obligations.


 


Except as expressly set forth in Sections
8.02 and 10.05, the obligations of Parent hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of
the Guaranteed Obligations, the Indenture, the Notes or otherwise.  Without limiting the generality of the
foregoing, the obligations of Parent herein shall not be discharged or impaired
or otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Notes or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the obligations,
or by any other act or thing or omission or delay to do any other act or thing
which may or might in any manner or to any extent vary the risk of Parent or
would otherwise operate as a discharge of Parent as a matter of law or equity.


 


Parent further agrees that the Parent
Guarantee shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of principal of or premium (if
any) on or interest on any Guaranteed Obligation is rescinded or must otherwise
be restored by any Holder or the Trustee upon the bankruptcy or reorganization
of the Company or otherwise.


 


In furtherance of the foregoing and not in
limitation of any other right which any Holder or the Trustee has at law or in
equity against Parent by virtue hereof, upon the failure of the Company to pay
the principal of or premium (if any) on or interest on any Guaranteed
Obligation when or to perform or comply with any other Guaranteed Obligation,
Parent hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (1) the unpaid amount of such
Guaranteed Obligations, (2) accrued and unpaid interest on such 


 


61

















 


Guaranteed Obligations (but
only to the extent not prohibited by law) and (3) all other monetary
Guaranteed Obligations of the Company to the Holders and the Trustee.


 


Parent further agrees that, as between it, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the Guaranteed Obligations Guaranteed hereby may be accelerated as
provided in Article 6 for the purposes of the Parent Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such Guaranteed Obligations as
provided in Article 6, such Guaranteed Obligations (whether or not due and
payable) shall forthwith become due and payable by Parent for the purposes of
this Section.


 


Parent also agrees to pay any and all costs
and expenses (including reasonable attorneys’ fees and expenses) incurred by
the Trustee or any Holder in enforcing any rights under this Section.


 


Section 10.02.  Successors and Assigns.  This Article 10 shall be
binding upon Parent and its successors and assigns and shall enure to the
benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in
the Notes shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.


 


Section 10.03.  No Waiver.  Neither a failure nor a delay on
the part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 10 shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. 
The rights, remedies and benefits of the Trustee and the Holders herein
expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article 10 at law,
in equity, by statute or otherwise.


 


Section 10.04.  Modification.  No modification, amendment or
waiver of any provision of this Article 10, nor the consent to any
departure by Parent therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on Parent
in any case shall entitle Parent to any other or further notice or demand in
the same, similar or other circumstances.


 


Section 10.05.  Release of Parent Guarantor
and Termination of Parent Guarantee.  (a) 
If Parent and the Company merge with each other or consolidate together in a
transaction permitted by Sections 5.01 and 5.02, then the Parent 


 


62

















 


Guarantee shall automatically
be terminated upon the consummation of such merger or consolidation and shall
no longer have any effect from such time without any further action required on
the part of the Trustee or any Holder. At the request of the Company, the
Trustee shall execute and deliver an appropriate instrument evidencing such
termination.


 


(b)           Upon
consummation of the Reorganization, Parent may, at its option, be released from
all obligations and covenants under this Indenture, the Parent Guarantee and
the Notes, provided that, concurrently with such
release, Seagate plc shall (i) execute and deliver to the Trustee an
indenture supplemental hereto pursuant to which Seagate plc (A) shall
assume all of the obligations of Parent under the Notes, the Parent Guarantee
and this Indenture and (B) shall succeed to, and be substituted for, and
may exercise every right and power of, Parent under this Indenture with the
same effect as if Seagate plc had been named as Parent herein and (ii) deliver
to the Trustee an Opinion of Counsel that such supplemental indenture is valid
and binding upon Seagate plc.


 


ARTICLE
11

MISCELLANEOUS


 


Section 11.01.  Trust Indenture Act of 1939. The
Indenture shall incorporate and be governed by the provisions of the Trust
Indenture Act that are required to be part of and to govern indentures
qualified under the Trust Indenture Act.


 


Section 11.02.  Noteholder Communications;
Noteholder Actions.  (a) The
rights of Holders to communicate with other Holders with respect to the
Indenture or the Notes are as provided by the Trust Indenture Act, and the
Company and the Trustee shall comply with the requirements of Trust Indenture
Act Sections 312(a) and 312(b). 
Neither the Company nor the Trustee will be held accountable by reason
of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.


 


(b)        (1) Any request, demand, authorization,
direction, notice, consent to amendment, supplement or waiver or other action
provided by this Indenture to be given or taken by a Holder (an “act”) may be evidenced by an instrument
signed by the Holder delivered to the Trustee. 
The fact and date of the execution of the instrument, or the authority
of the person executing it, may be proved in any manner that the Trustee deems
sufficient.


 


(2) The Trustee may make reasonable rules for action by or at a
meeting of Holders, which will be binding on all the Holders.


 


(c)        Any act by the Holder of any Note binds
that Holder and every subsequent Holder of a Note that evidences the same debt
as the Note of the 


 


63

















 


acting Holder,
even if no notation thereof appears on the Note.  Subject to paragraph (d), a Holder may revoke
an act as to its Notes, but only if the Trustee receives the notice of
revocation before the date the amendment or waiver or other consequence of the
act becomes effective.


 


(d)        The Company may, but is not obligated
to, fix a record date (which need not be within the time limits otherwise
prescribed by Trust Indenture Act Section 316(c)) for the purpose of
determining the Holders entitled to act with respect to any amendment or waiver
or in any other regard, except that during the continuance of an Event of
Default, only the Trustee may set a record date as to notices of default, any
declaration or acceleration or any other remedies or other consequences of the
Event of Default.  If a record date is
fixed, those Persons that were Holders at such record date and only those
Persons will be entitled to act, or to revoke any previous act, whether or not
those Persons continue to be Holders after the record date.  No act will be valid or effective for more
than 90 days after the record date.


 


Section 11.03.  Notices.  (a) Any notice or
communication to the Company will be deemed given if in writing (i) when
delivered in person or (ii) five calendar days after mailing when mailed
by first class mail, postage prepaid or (iii) when sent by facsimile
transmission, with transmission confirmed. 
Notices or communications to a Guarantor will be deemed given if given
to the Company.  Any notice to the Trustee
will be effective only upon receipt.  In
each case the notice or communication should be addressed as follows:


 


if to the
Company:


 


SEAGATE HDD CAYMAN

920 Disc Drive, 

Scotts Valley, CA 95066

Attention: General Counsel


 


Fax: (831) 438-6675


 


with a copy to:


 


Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, CA 94304


 


64
















 


Attention:  William Hinman, Esq.


Fax: (650) 251-5002


 


if to the Trustee:


 


Wells Fargo Bank, National Association

MAC E2818-176

707 Wilshire Boulevard, 17th Floor

Los Angeles, CA 90017 

Attention: Corporate Trust Services

Fax: (213) 614-3355


 


with a copy to:


 


Thompson Hine LLP

335 Madison Avenue, 12th Floor

New York, NY 10017

Attention: Irving C. Apar, Esq.

Fax: (212) 344-6101


 


The Company or the Trustee by
notice to the other may designate additional or different addresses for
subsequent notices or communications.


 


(b)        Except as otherwise expressly provided
with respect to published notices (which are deemed given on the first date on
which such publication is made), any notice or communication to a Holder will
be deemed given five calendar days after mailing to the Holder at its address
as it appears on the Register by first class mail, postage prepaid or, as to
any Global Note registered in the name of DTC or its nominee, as agreed by the
Company, the Trustee and DTC.  Copies of
any notice or communication to a Holder, if given by the Company, will be
mailed to the Trustee at the same time. 
Defect in mailing a notice or communication to any particular Holder
will not affect its sufficiency with respect to other Holders.


 


(c)        Where the Indenture provides for notice,
the notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and the waiver will be the equivalent
of the notice.  Waivers of notice by
Holders must be filed with the Trustee, but such filing is not a condition
precedent to the validity of any action taken in reliance upon such waivers.


 


Section 11.04.  Certificate and Opinion as to
Conditions Precedent.  Upon
any request or application by the Company to the Trustee to take any action
under the Indenture, the Company will furnish to the Trustee:


 


65

















 


(1)    an Officers’ Certificate
stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in the Indenture relating to the proposed action have been
complied with; and


 


(2)    an Opinion of Counsel
stating that all such conditions precedent have been complied with, provided, however, that no such Opinion of
Counsel shall be required to be furnished in connection with the issuance of
the Notes on the Issue Date.


 


Section 11.05.  Statements Required in
Certificate or Opinion.  Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in the Indenture must include:


 


(1)    a statement that each person
signing the certificate or opinion has read the covenant or condition and the
related definitions;


 


(2)    a brief statement as to the
nature and scope of the examination or investigation upon which the statement
or opinion contained in the certificate or opinion is based;


 


(3)    a statement that, in the
opinion of each such person, that person has made such examination or
investigation as is necessary to enable the person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and


 


(4)    a statement as to whether or
not, in the opinion of each such person, such condition or covenant has been
complied with, provided that an Opinion of
Counsel may rely on an Officers’ Certificate or certificates of public
officials with respect to matters of fact.


 


Section 11.06.  Payment Date Other Than a
Business Day.  If any payment
with respect to a payment of any principal of, premium, if any, or interest on
any Note (including any payment to be made on any date fixed for redemption or
purchase of any Note) is due on a day which is not a Business Day, then the
payment need not be made on such date, but may be made on the next Business Day
with the same force and effect as if made on such date, and no interest will
accrue for the intervening period.


 


Section 11.07.  Governing Law; Waiver of Jury
Trial.  The Indenture,
including any Note Guarantee, and the Notes shall be governed by, and construed
in accordance with, the laws of the State of New York.  Each of the Company, the Parent and the
Trustee hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Indenture, including any Note Guarantee, the
Notes or the transactions contemplated hereby.


 


66

















 


Section 11.08.  No Adverse Interpretation of
Other Agreements.  The
Indenture may not be used to interpret another indenture or loan or debt
agreement of the Company or any Subsidiary of the Company, and no such
indenture or loan or debt agreement may be used to interpret the Indenture.


 


Section 11.09.  Successors.  All agreements of the Company or
the Parent in the Indenture and the Notes will bind its successors.  All agreements of the Trustee in the
Indenture will bind its successor.


 


Section 11.10.  Duplicate Originals.  The parties may sign any number of
copies of the Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement. The exchange of copies of this Indenture and of signature pages by
facsimile or PDF transmission shall constitute effective execution and delivery
of this Indenture as to the parties hereto and may be used in lieu of the
original Indenture for all purposes. 
Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes.


 


Section 11.11.  Separability.  In case any provision in the
Indenture or in the Notes is invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.


 


Section 11.12.  Table of Contents and
Headings.  The Table of
Contents and headings of the Articles and Sections of the Indenture have been
inserted for convenience of reference only, are not to be considered a part of
the Indenture and in no way modify or restrict any of the terms and provisions
of the Indenture.


 


Section 11.13.  No Liability of Directors,
Officers, Employees, Incorporators, Members and Stockholders.  No director, officer, employee,
incorporator, member or stockholder of the Company or the Parent, as such, will
have any liability for any obligations of the Company or the Parent under the
Notes, any Note Guarantee or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.


 


Section 11.14.  Consent to Jurisdiction;
Appointment of Agent for Service of Process. 
The Company and the Parent, jointly and severally, agree
that:


 


(a)        Any suit, action or proceeding against
the Company or the Parent arising out of or relating to the Indenture and the
Notes may be instituted in any state or U.S. Federal court in the Borough of
Manhattan, The City of New York, New York, and any appellate court from any
thereof, and the Company and the Parent irrevocably submits to the
non-exclusive jurisdiction of such courts in any suit, action or
proceeding.  The Company and the Parent
irrevocably waives, to


 


67

















 


the fullest
extent permitted by law, any objection to any suit, action or proceeding that
may be brought in connection with the Indenture, the Notes and the Registration
Rights Agreement, including such actions, suits or proceedings relating to the
securities laws of the United States of America or any state thereof, in such
courts whether on the grounds of venue, residence or domicile or on the ground
that any such suit, action or proceeding has been brought in an inconvenient
forum.  The final judgment in any such
suit, action or proceeding brought in such court shall be conclusive and
binding upon the Company or the Parent and may be enforced in any court to the
jurisdiction of which the Company or the Parent is subject by a suit upon such
judgment; provided that service of process is
effected upon the Company or the Parent in the manner provided by this Section 11.14.


 


(b)        The Company and the Parent has appointed
Seagate Technology (US) Holdings, Inc. as its Authorized Agent, upon whom
process may be served in any suit, action or proceeding arising out of or
relating to the Indenture or the transactions contemplated herein which may be
instituted in any state or U.S. Federal court in the Borough of Manhattan, The
City of New York, New York, and expressly accepts the non-exclusive
jurisdiction of any such court in respect of any such suit, action or
proceeding.  Seagate Technology (US)
Holdings, Inc. has accepted such appointment and has agreed to act as said
agent for service of process.  Service of
process upon the Authorized Agent shall be deemed, in every respect, effective
service of process upon the Company and the Parent.  Notwithstanding the foregoing, any action
involving the Company or the Parent arising out of or relating to the
Indenture, the Notes and the Registration Rights Agreement may be instituted in
any court of competent jurisdiction in any other jurisdiction.


 


The provisions of this Section 11.14
shall survive any termination or cancellation of the Indenture.


 


Section 11.15.  Force Majeure.  In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


Section 11.16.  U.S.A. PATRIOT Act.  The parties hereto acknowledge
that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee
is required to obtain, verify, and record information that identifies each
person or legal entity that establishes a relationship or opens an account with
the Trustee.


 


68

















 


The parties to this Indenture
agree that they will provide the Trustee with such information as it may
request in order for the Trustee to satisfy the requirements of the U.S.A.
PATRIOT Act.


 


Section 11.17.
 Judgment
Currency.  If for the purposes
of obtaining judgment in any court it is necessary to convert a sum due
hereunder into any currency other than United States dollars, the parties
hereto agree, to the fullest extent permitted by law, that the rate of exchange
used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase United States dollars with such other currency in
The City of New York on the business day preceding that on which final judgment
is given.  The obligation of the Company
and the Parent with respect to any sum due from it to the Trustee and the
Holders shall, notwithstanding any judgment in a currency other than United
States dollars, not be discharged until the first business day following
receipt by the Trustee or the Holders of any sum in such other currency, and
only to the extent that the Trustee may in accordance with normal banking
procedures purchase United States dollars with such other currency.  If the United States dollars so purchased are
less than the sum originally due to the Trustee or the Holders, the Company and
the Parent, jointly and severally, to the extent permitted by law, agree as a
separate obligation and notwithstanding any such judgment, to indemnify the
Trustee and such Holders against such loss. 
If the United States dollars so purchased are greater than the sum
originally due to the Trustee or the Holders, the Trustee and the Holders
hereby agrees to pay to the Company an amount equal to the excess of the
dollars so purchased over the sum originally due to such person.


 


[Signature Pages Follow]


 


69

















 


IN WITNESS WHEREOF, the parties hereto have
caused the Indenture to be duly executed as of the date first written above.


 


	
   

  	
  SEAGATE HDD CAYMAN

  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  KENNETH M. MASSARONI

  
	
   

  	
   

  	
  Name: Kenneth M. Massaroni

  
	
   

  	
   

  	
  Title: Senior Vice President,
  General Counsel 

  and Secretary

  



 


 


[COMPANY SIGNATURE PAGE TO
INDENTURE]


 

















 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MADDY HALL

  
	
   

  	
   

  	
  Name: Maddy Hall

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


[TRUSTEE SIGNATURE PAGE TO
INDENTURE]


 

















 


	
   

  	
  SEAGATE TECHNOLOGY 

  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  KENNETH M. MASSARONI

  
	
   

  	
   

  	
  Name: Kenneth M. Massaroni

  
	
   

  	
   

  	
  Title: Senior Vice President,
  General Counsel 

  and Secretary

  



 


 


[SIGNATURE PAGE TO INDENTURE]


 

















 


EXHIBIT A


 


SEAGATE HDD CAYMAN


 


6.875% Senior Notes due 2020


 


	
   

  	
  [CUSIP] [CINS] [     ]

  
	
   

  	
   

  
	
  No.

  	
  $[     ]

  



 


Seagate HDD Cayman, an exempted limited
liability company organized under the laws of the Cayman Islands (the “Company,” which term includes any successor under the Indenture
hereinafter referred to), for value received, promises to pay to [        ],
or its registered assigns, the principal sum of [              ]
DOLLARS ($[                          ])
on May 1, 2020.


 


Interest Rate:  6.875% per annum.


 


Interest Payment Dates:  May 1 and November 1, commencing November 1,
2010.


 


Regular Record Dates:  April 15 and October 15.


 


Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which will for all
purposes have the same effect as if set forth at this place.


 


A-1

















 


IN WITNESS WHEREOF, the Company has caused
this Note to be signed manually or by facsimile by its duly authorized
officers.


 


	
   

  	
  SEAGATE HDD CAYMAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2
















 


(Form of Trustee’s Certificate of Authentication)


 


This is one of the 6.875% Senior Notes due 2020
described in the Indenture referred to in this Note.


 


 


 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
  Dated:

  	
   

  



 


A-3

















 


[REVERSE SIDE OF NOTE]


 


SEAGATE HDD CAYMAN


 


6.875%
Senior Notes due 2020


 


1.                                       Principal
and Interest.


 


The Company promises to pay the principal of this
Note on May 1, 2020.


 


The Company promises to pay interest on the
principal amount of this Note on each interest payment date, as set forth on
the face of this Note, at the rate of 6.875% per annum (subject to adjustment
as provided below).


 


Interest will be payable semiannually (to the
holders of record of the Notes at the close of business on the April 15 or
October 15 immediately preceding the interest payment date) on each
interest payment date, commencing November 1, 2010.


 


The Holder of this Note is entitled to the benefits
of the Registration Rights Agreement, dated May 13, 2010, between the
Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the
event that the Notes are not Freely Transferable by the 366th calendar day
after the Closing Date and either (i) the Exchange Offer is not
consummated on or prior to the 451st calendar day
following the Closing Date, (ii) a Shelf Registration Statement applicable
to the Registrable Securities, if required, is not filed or declared effective
when required, or (iii) a Registration Statement applicable to the
Registrable Securities is declared effective as required but thereafter fails
to remain effective or usable in connection with resales for more than 120
calendar days in the aggregate in any twelve month period (each such event
referred to in clauses (i) through (iii) above, a “Registration Default”), the
Company and Parent will pay additional interest (‘‘Additional
Interest’’) in cash to each Holder of such Securities that are not
Freely Transferable at a rate of 0.25% per annum for the first 90-day period
immediately following the occurrence of a Registration Default, to be increased
by an additional 0.25% per annum with respect to each subsequent 90-day period
until all Registration Defaults have been cured or such Securities become
Freely Transferable pursuant to Rule 144, up to a maximum additional
interest rate of 1.00% per annum.


 


Interest on this Note will accrue from the most
recent date to which interest has been paid on this Note (or, if there is no
existing default in the payment of interest and if this Note is authenticated
between a regular record date and the next interest payment date, from such
interest payment date) or, if no interest has been paid, from the Issue
Date.  Interest will be computed on the basis
of a 360-day year of twelve 30-day months.


 


A-4

















 


The Company will pay interest on overdue principal,
premium, if any, and interest at the rate applicable to this Note.  Interest not paid when due and any interest
on principal, premium or interest not paid when due will be paid to the Persons
that are Holders on a special record date, which will be the 15th day preceding
the date fixed by the Company for the payment of such interest, whether or not
such day is a Business Day.  At least 15
days before a special record date, the Company will send to each Holder and to
the Trustee a notice that sets forth the special record date, the payment date
and the amount of interest to be paid.


 


2.                                       Indenture.


 


This is one of the Notes issued under an Indenture
dated as of May 13, 2010 (as amended from time to time, the “Indenture”), among the Company, the Parent
and Wells Fargo Bank, National Association, as Trustee.  Capitalized terms used herein are used as
defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated
in the Indenture and those specifically made part of the Indenture by reference
to the Trust Indenture Act.  The Notes
are subject to all such terms, and Holders are referred to the Indenture and
the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in
the event of any inconsistency between the terms of this Note and the terms of
the Indenture, the terms of the Indenture will control.


 


The Notes are general unsecured obligations of the
Company.  The Indenture limits the
original aggregate principal amount of the Notes to $600,000,000, but
Additional Notes may be issued pursuant to the Indenture, and the originally
issued Notes and all such Additional Notes vote together for all purposes as a
single class.  This Note is guaranteed by
the Parent, as set forth in the Indenture.


 


3.                                       Redemption
and Repurchase; Discharge Prior to Redemption or Maturity.


 


This Note is subject to optional redemption, and may
be the subject of an Offer to Purchase, as further described in the
Indenture.  There is no sinking fund or
mandatory redemption applicable to this Note.


 


If the Company deposits with the Trustee money or
U.S. Government Obligations sufficient to pay the then outstanding principal
of, premium, if any, and accrued and unpaid interest on the Notes to redemption
or maturity, the Company may in certain circumstances be discharged from the
Indenture and the Notes or may be discharged from certain of its obligations
under certain provisions of the Indenture.


 


A-5

















 


4.                                       Registered
Form; Denominations; Transfer; Exchange.


 


The Notes are in registered form without coupons in
denominations of $2,000 principal amount and any multiple of $1,000 in excess
thereof.  A Holder may register the
transfer or exchange of Notes in accordance with the Indenture.  The Trustee may require a Holder to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 
Pursuant to the Indenture, there are certain periods during which the
Trustee will not be required to issue, register the transfer of or exchange any
Note or certain portions of a Note.


 


5.                                       Defaults
and Remedies.


 


If an Event of Default (other than certain
bankruptcy Events of Default with respect to the Company or any of its
significant subsidiaries) under the Indenture occurs with respect to the Notes
and is continuing, then the Trustee may and, at the direction of the Holders of
at least 25% in principal amount of the outstanding Notes, shall by written
notice, require the Company to repay immediately the entire principal amount of
the outstanding Notes, together with all accrued and unpaid interest.  If a bankruptcy Event of Default with respect
to the Company or any of its significant subsidiaries occurs and is continuing,
then the entire principal amount of the outstanding Notes will automatically
become due immediately and payable without any declaration or other act on the
part of the Trustee or any Holder. 
Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture.  The Trustee
is not obligated to enforce the Indenture or the Notes unless it has received
indemnity as it reasonably requires.  The
Indenture permits, subject to certain limitations therein provided, Holders of
a majority in aggregate principal amount of the Notes then outstanding to
direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of
Notes notice of certain continuing defaults or Events of Default if it
determines that withholding notice is in their interest.


 


6.                                       Amendment
and Waiver.


 


Subject to certain exceptions, the Indenture and the
Notes may be amended, or default may be waived, with the consent of the Holders
of a majority in principal amount of the outstanding Notes.  Without notice to or the consent of any
Holder, the Company and the Trustee may amend or supplement the Indenture or
the Notes to, among other things, cure any ambiguity, omission, defect or
inconsistency if such amendment or supplement does not adversely affect the
interests of the Holders in any material respect.


 


7.                                       Authentication.


 


This Note is not valid until the Trustee (or
Authenticating Agent) signs the certificate of authentication on the other side
of this Note.


 


A-6

















 


8.                                       Governing
Law.


 


This Note shall be governed by, and construed in
accordance with, the laws of the State of New York.


 


9.                                       Abbreviations.


 


Customary abbreviations may be used in the name of a
Holder or an assignee, such as:  TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).


 


The Company will furnish a copy of the Indenture to
any Holder upon written request and without charge.


 


A-7

















 


[FORM OF TRANSFER NOTICE]


 


FOR VALUE RECEIVED the undersigned registered holder
hereby sell(s), assign(s) and transfer(s) unto


 


	
  Insert Taxpayer Identification No.

  
	
   

  
	
   

  
	
  Please print or typewrite name and address including zip code of
  assignee

  
	
   

  
	
   

  
	
  the within Note and all rights thereunder, hereby irrevocably
  constituting and appointing

  
	
   

  
	
   

  



 


attorney
to transfer said Note on the books of the Company with full power of
substitution in the premises.


 


A-8

















 


[THE
FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED
LEGEND]


 


In connection with any transfer of this Note
occurring prior to May 13, 2011, the undersigned confirms that such
transfer is made without utilizing any general solicitation or general
advertising and further as follows:


 


Check One


 


o            (1) This Note is being
transferred to a “qualified institutional buyer” in compliance with Rule 144A
under the Securities Act of 1933, as amended, and certification in the form of Exhibit F
to the Indenture is being furnished herewith.


 


o            (2) This Note is being
transferred to a Non-U.S. Person in compliance with the exemption from
registration under the Securities Act of 1933, as amended, provided by
Regulation S thereunder, and certification in the form of Exhibit E to the
Indenture is being furnished herewith.


 


or


 


o            (3) This Note is being
transferred other than in accordance with (1) or (2) above and
documents are being furnished which comply with the conditions of transfer set
forth in this Note and the Indenture.


 


If none of the foregoing boxes is checked, the
Trustee is not obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in the Indenture have been satisfied.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 


NOTICE:  The signature to this assignment must
correspond with the name as written upon the face of the within-mentioned
instrument in every particular, without alteration or any change whatsoever.


 


A-9

















 


	
  Signature Guarantee:(5)

  	
   

  
	
   

  	
   

  	
   

  



 






(5) Signatures
must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which
requirements include membership or participation in the Securities Transfer
Association Medallion Program (“STAMP”) or
such other “signature guarantee program” as
may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 


A-10

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you wish to have all of this Note purchased by
the Company pursuant to Section 4.10 of the Indenture, check the box:  o


 


If you wish to have a portion of this Note purchased
by the Company pursuant to Section 4.10 of the Indenture, state the amount
(in original principal amount) below:


 


	
   

  	
  $

  	
                                            .

  	
   

  



 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
  (Sign exactly as your name appears on the other
  side of this Note)

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:(1)

  	
   

  	
   

  
					



 






(1) Signatures
must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Trustee, which
requirements include membership or participation in the Securities Transfer
Association Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be
determined by the Trustee in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.


 


A-11

















 


SCHEDULE OF EXCHANGES OF
NOTES


 


The following exchanges of a part of this
Global Note for Physical Notes or a part of another Global Note have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount
  of decrease

  in principal amount

  of this Global Note

  	
   

  	
  Amount
  of increase

  in principal amount

  of this Global Note

  	
   

  	
  Principal
  amount of

  this Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature
  of

  authorized signatory

  of

  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-12
















 


EXHIBIT B


 


SUPPLEMENTAL INDENTURE


 


dated as of
                    ,


 


among


 


SEAGATE HDD CAYMAN,


 


SEAGATE TECHNOLOGY


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee


 






 


6.875% Senior Notes due 2020


 


B-1

















 


THIS
SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), entered into as of
                    ,
        , among SEAGATE HDD CAYMAN, an
exempted limited liability company organized under the laws of the Cayman
Islands (the “Company”), [insert each
Guarantor executing this Supplemental Indenture and its jurisdiction of
incorporation or organization] (collectively “Undersigned”)
and Wells Fargo Bank, National Association, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the
Company, Parent and the Trustee entered into the Indenture, dated as of May 13,
2010 (the “Indenture”), relating
to the Company’s 6.875% Senior Notes due 2020 (the “Notes”);


 


WHEREAS, the
Indenture provides that under certain circumstances a Subsidiary shall execute
and deliver to the Trustee a supplemental indenture pursuant to which the
Subsidiary shall unconditionally Guarantee all of the Company’s obligations
under the Notes and the Indenture on the terms and conditions set forth herein;
and


 


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.


 


AGREEMENT


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Undersigned,
the Company, the Parent and the Trustee mutually covenant and agree for the
equal and ratable benefit of Holders as follows:


 


1.             Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


2.             Guarantee.  The Undersigned hereby agrees to become a
party to the Indenture as a Guarantor and shall have all of the rights and be
subject to all of the obligations and agreements of a Guarantor under the
Indenture.  The Undersigned agrees to be
bound by all of the provisions of the Indenture applicable to a Guarantor and
to perform all of the obligations and agreements as follows:


 


(a)          Subject to the
provisions of this Supplemental Indenture, the Undersigned hereby irrevocably
and unconditionally Guarantees on an unsecured unsubordinated basis, the full
and punctual payment (whether at stated maturity, upon redemption, purchase
pursuant to an offer to purchase or acceleration, or otherwise) of the
principal of, interest on and all other amounts payable under, each Note, and
the full and punctual 


 


B-2

















 


payment of all other amounts payable by the Company under the Indenture
in respect of the Notes. Upon failure by the Company to pay punctually any such
amount, each Guarantor shall forthwith on demand pay the amount not so paid at
the place and in the manner specified in the Indenture.


 


(b)         The obligations of the
Undersigned hereunder are unconditional and absolute and, without limiting the
generality of the foregoing, will not be released, discharged or otherwise
affected by:


 


1.                       any extension,
renewal, settlement, compromise, waiver or release in respect of any obligation
of the Company under the Indenture or any Note, by operation of law or otherwise;


 


2.                       any
modification or amendment of or supplement to the Indenture or any Note;


 


3.                       any change in
the corporate existence, structure or ownership of the Company, or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting the
Company or its assets or any resulting release or discharge of any obligation
of the Company contained in the Indenture or any Note;


 


4.                       the existence
of any claim, set-off or other rights which the Undersigned may have at any
time against the Company, the Trustee or any other Person, whether in
connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the
assertion of any such claim by separate suit or compulsory counterclaim;


 


5.                       any invalidity
or unenforceability relating to or against the Company for any reason of the
Indenture or any Note, or any provision of applicable law or regulation
purporting to prohibit the payment by the Company of the principal of or
interest on any Note or any other amount payable by the Company under the
Indenture; or


 


6.                       any other act
or omission to act or delay of any kind by the Company, the Trustee or any
other Person or any other circumstance whatsoever which might, but for the
provisions of this paragraph, constitute a legal or equitable discharge of or
defense to the Undersigned’s obligations hereunder.


 


B-3

















 


(c)          Except as otherwise
provided in the Indenture, the Undersigned’s obligations hereunder will remain
in full force and effect until the principal of and interest on the Notes and
all other amounts payable by the Company under the Indenture have been paid in
full.  If at any time any payment of the
principal of or interest on any Note or any other amount payable by the Company
under the Indenture is rescinded or must be otherwise restored or returned upon
the insolvency, bankruptcy or reorganization of the Company or otherwise, the
Undersigned’s obligations hereunder with respect to such payment will be
reinstated as though such payment had been due but not made at such time.


 


(d)         The Undersigned
irrevocably waives acceptance hereof, presentment, demand, protest and any
notice not provided for herein, as well as any requirement that at any time any
action be taken by any Person against the Company or any other Person.


 


(e)          Upon making any
payment with respect to any obligation of the Company under this Article, the
Undersigned will be subrogated to the rights of the payee against the Company
with respect to such obligation, provided
that the Undersigned may not enforce either any right of subrogation, or any
right to receive payment in the nature of contribution, or otherwise, from any
other Guarantor, with respect to such payment so long as any amount payable by
the Company hereunder or under the Notes remains unpaid.


 


(f)          If acceleration of
the time for payment of any amount payable by the Company under the Indenture
or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the
Company, all such amounts otherwise subject to acceleration under the terms of
the Indenture are nonetheless payable by the Undersigned hereunder forthwith on
demand by the Trustee or the Holders.


 


(g)         Notwithstanding
anything to the contrary in this Supplemental Indenture, the Undersigned, and
by its acceptance of Notes, each Holder, confirms that it is the intention of
all such parties that the Note Guarantee of the Undersigned not constitute a
fraudulent conveyance under applicable fraudulent conveyance provisions of the
United States Bankruptcy Code or any comparable provision of state law.  To effectuate that intention, the Trustee,
the Holders and the Undersigned irrevocably agree that the obligations of the
Undersigned under its Note Guarantee are limited to the maximum amount that
would not render the Undersigned’s obligations subject to avoidance under
applicable fraudulent conveyance provisions of the United States Bankruptcy
Code or any comparable provision of state law.


 


B-4

















 


3.             Notation not Required.  Neither the Company nor the Undersigned shall
be required to make a notation on the Securities to reflect the Note Guarantee
or any release, termination or discharge thereof.


 


4.             Governing Law.  The laws of the State of New York shall
govern this Supplemental Indenture.


 


4.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same agreement.


 


5.             Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


 


6.             The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Undersigned, the Company and
Parent.


 


7.             Successors.  All agreements of the Undersigned in the
Indenture, this Supplemental Indenture and the Note Guarantee shall bind its
successors.  All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.


 


8.             No Waiver.  Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Supplemental Indenture shall operate as a waiver thereof, nor shall
a single or partial exercise thereof preclude any other or further exercise of
any right, power or privilege.  The
rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and are not exclusive of any other rights, remedies or
benefits which either may have under this Supplemental Indenture at law, in
equity, by statute or otherwise.


 


9.             Modification.  No modification, amendment or waiver of any
provision of this Supplemental Indenture, nor the consent to any departure by
the Undersigned therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on the
Undersigned in any case shall entitle the Undersigned to any other or further
notice or demand in the same, similar or other circumstance.


 


B-5

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.


 


	
   

  	
   

  	
  SEAGATE
  HDD CAYMAN, as 

  	
   

  
	
   

  	
   

  	
  Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [GUARANTOR]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [TRUSTEE],
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


B-6

















 


EXHIBIT C


 


RESTRICTED LEGEND


 


THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:


 


(1)        REPRESENTS THAT IT IS
NOT AN “AFFILIATE” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF SEAGATE
TECHNOLOGY AND (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), OR (B) IT
HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT;


 


(2)        AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT
(A) TO SEAGATE TECHNOLOGY, THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO
A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 OR 904 OF REGULATION S OF THE SECURITIES ACT, (D) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
AND THE TRUSTEE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND


 


(3)        AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


C-1

















 


AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTIONS” AND “UNITED STATES”
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.


 


C-2

















 


EXHIBIT D


 


DTC LEGEND


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO.  OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO.  OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A
BENEFICIAL INTEREST HEREIN.


 


TRANSFERS OF
THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.


 


D-1






 












 


EXHIBIT E


 


Regulation S Certificate


 


                                                ,                        


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

707 Wilshire Boulevard, 17th Floor

Los Angeles, CA 90017

Attention:  Corporate Trust Services


 


	
   

  	
   

  	
  SEAGATE
  HDD CAYMAN

  6.875% Senior Notes due May 1, 2020 (the “Notes”) Issued under the Indenture (the “Indenture”) dated as of May 13, 2010
  relating to the Notes

  



 


Ladies and Gentlemen:


 


Terms are used in this Certificate as used in
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), except as otherwise stated herein.


 


[CHECK A
OR B AS APPLICABLE.]


 


o  A.   This Certificate relates to
our proposed transfer of $[                          ]
principal amount of Notes issued under the Indenture.  We hereby certify as follows:


 


1.               The offer and sale of the Notes was not and
will not be made to a person in the United States (unless such person is
excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or
the account held by it for which it is acting is excluded from the definition
of “U.S. person” pursuant to Rule 902(k)(2)(i) under the
circumstances described in Rule 902(h)(3)) and such offer and sale was not
and will not be specifically targeted at an identifiable group of U.S. citizens
abroad.


 


2.               Unless the circumstances described in the
parenthetical in paragraph 1 above are applicable, either (a) at the time
the buy order was originated, the buyer was outside the United States or we and
any person acting on our behalf reasonably believed that the buyer was outside
the United States or (b) the transaction was executed in, on or through
the facilities 


 


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of a designated offshore
securities market, and neither we nor any person acting on our behalf knows
that the transaction was pre-arranged with a buyer in the United States.


 


3.               Neither we, any of our affiliates, nor any
person acting on our or their behalf has made any directed selling efforts in
the United States with respect to the Notes.


 


4.               The proposed transfer of Notes is not part of
a plan or scheme to evade the registration requirements of the Securities Act.


 


5.               If we are a dealer or a person receiving a
selling concession, fee or other remuneration in respect of the Notes, and the
proposed transfer takes place during the Restricted Period (as defined in the
Indenture), or we are an officer or director of the Parent, the Company or any
of its Subsidiaries or an Initial Purchaser (each as defined in the Indenture),
we certify that the proposed transfer is being made in accordance with the
provisions of Rule 904(b) of Regulation S.


 


o  B.     This Certificate relates to
our proposed exchange of $[                          ]
principal amount of Notes issued under the Indenture for an equal principal
amount of Notes to be held by us.  We
hereby certify as follows:


 


1.               At the time the offer and sale of the Notes
was made to us, either (i) we were not in the United States or (ii) we
were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or
the account held by us for which we were acting was excluded from the
definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the
circumstances described in Rule 902(h)(3); and we were not a member of an
identifiable group of U.S. citizens abroad.


 


2.               Unless the circumstances described in
paragraph 1(ii) above are applicable, either (a) at the time our buy
order was originated, we were outside the United States or (b) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and we did not pre-arrange the transaction in the
United States.


 


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3.               The proposed exchange of Notes is not part of
a plan or scheme to evade the registration requirements of the Securities Act.


 


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You and the Company are entitled to rely upon this
Certificate and are irrevocably authorized to produce this Certificate or a copy
hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF SELLER (FOR TRANSFERS)

  OR OWNER (FOR EXCHANGES)]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
				



 


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EXHIBIT F


 


Rule 144A Certificate


 


                       ,                    


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

707 Wilshire Boulevard, 17th Floor

Los Angeles, CA 90017

Attention:  Corporate Trust Services


 


	
   

  	
   

  	
  SEAGATE
  HDD CAYMAN

  10.00% Senior Notes due May 1, 2020 (the “Notes”) Issued under the Indenture (the “Indenture”) dated as of May 13, 2010
  relating to the Notes

  



 


Ladies and Gentlemen:


 


This Certificate relates to:


 


[CHECK A
OR B AS APPLICABLE.]


 


o  A.   Our proposed purchase of $[            ]
principal amount of Notes issued under the Indenture.


 


o  B.     Our proposed exchange of $[            ]
principal amount of Notes issued under the Indenture for an equal principal
amount of Notes to be held by us.


 


We and, if applicable, each account for which we are
acting in the aggregate owned and invested more than $100,000,000 in securities
of Companies that are not affiliated with us (or such accounts, if applicable),
as of
                  ,
200 , which is a date on or since close of our most recent fiscal
year.  We and, if applicable, each
account for which we are acting, are a qualified institutional buyer within the
meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”).  If we
are acting on behalf of an account, we exercise sole investment discretion with
respect to such account.  We are aware
that the transfer of Notes to us, or such exchange, as applicable, is being
made in reliance upon the exemption from the provisions of Section 5 of
the Securities Act provided by Rule 144A. 
Prior to the date of this Certificate we have received such information
regarding the Parent (as defined in the Indenture) as we have requested
pursuant to Rule 144A(d)(4) or have determined not to request such
information.


 


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You and the Company (as defined in the Indenture)
are entitled to rely upon this Certificate and are irrevocably authorized to
produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF PURCHASER (FOR

  TRANSFERS) OR OWNER (FOR

  EXCHANGES)]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
				



 


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EXHIBIT G


 


Institutional Accredited Investor Certificate


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

707 Wilshire Boulevard, 17th Floor

Los Angeles, CA 90017

Attention: Corporate Trust Services


 


	
   

  	
   

  	
  SEAGATE
  HDD CAYMAN

  6.875%
  Senior Notes due May 1, 2020 (the “Notes”)
  Issued under the Indenture (the “Indenture”)
  dated as of May 13, 2010 relating to the Notes

  



 


Ladies and Gentlemen:


 


This Certificate relates to:


 


[CHECK A
OR B AS APPLICABLE.]


 


o A.      Our proposed purchase of
$         principal amount of Notes
issued under the Indenture.


 


o B.        Our proposed exchange of
$         principal amount of Notes
issued under the Indenture for an equal principal amount of Notes to be held by
us.


 


We hereby confirm that:


 


1.                         We are an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional
Accredited Investor”).


 


2.                         Any acquisition of Notes by
us will be for our own account or for the account of one or more other
Institutional Accredited Investors as to which we exercise sole investment
discretion.


 


3.                         We have such knowledge and experience
in financial and business matters that we are capable of evaluating the merits
and risks of an investment in the Notes and we and any accounts for which we
are acting are able to bear the economic risks of and an entire loss of our or
their investment in the Notes.


 


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4.                         We are not acquiring the
Notes with a view to any distribution thereof in a transaction that would
violate the Securities Act or the securities laws of any State of the United
States or any other applicable jurisdiction; provided
that the disposition of our property and the property of any accounts for which
we are acting as fiduciary will remain at all times within our and their
control.


 


5.                         We acknowledge that the
Notes have not been registered under the Securities Act and that the Notes may
not be offered or sold within the United States or to or for the benefit of
U.S. persons except as set forth below.


 


6.                         The principal amount of
Notes to which this Certificate relates is at least equal to $250,000.


 


We agree for the benefit of the Company (as defined
in the Indenture), on our own behalf and on behalf of each account for which we
are acting, that such Notes may be offered, sold, pledged or otherwise
transferred only in accordance with the Securities Act and any applicable
securities laws of any State of the United States and only (a) to the
Company, the Parent or any of its Subsidiaries (each as defined in the
Indenture), (b) pursuant to a registration statement which has become
effective under the Securities Act, (c) to a qualified institutional buyer
in compliance with Rule 144A under the Securities Act, (d) in an
offshore transaction in compliance with Rule 904 of Regulation S under the
Securities Act, (e) in a principal amount of not less than $250,000, to an
Institutional Accredited Investor that, prior to such transfer, delivers to the
Trustee (as defined in the Indenture) a duly completed and signed certificate
(the form of which may be obtained from the Trustee) relating to the
restrictions on transfer of the Notes or (f) pursuant to an exemption from
registration provided by Rule 144 under the Securities Act or any other
available exemption from the registration requirements of the Securities Act.


 


Prior to the registration of any transfer in
accordance with (c) or (d) above, we acknowledge that a duly
completed and signed certificate (the form of which may be obtained from the
Trustee) must be delivered to the Trustee. 
Prior to the registration of any transfer in accordance with (e) or
(f) above, we acknowledge that the Company reserves the right to require
the delivery of such legal opinions, certifications or other evidence as may
reasonably be required in order to determine that the proposed transfer is
being made in compliance with the Securities Act and applicable state
securities laws.  We acknowledge that no representation
is made as to the availability of any Rule 144 exemption from the
registration requirements of the Securities Act.


 


We understand that the Trustee will not be required
to accept for registration of transfer any Notes acquired by us, except upon
presentation of evidence satisfactory to the Company and the Trustee that the
foregoing 


 


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restrictions on transfer have been complied
with.  We further understand that the
Notes acquired by us will be in the form of definitive physical certificates
and that such certificates will bear a legend reflecting the substance of the
preceding paragraph.  We further agree to
provide to any person acquiring any of the Notes from us a notice advising such
person that resales of the Notes are restricted as stated herein and that
certificates representing the Notes will bear a legend to that effect.


 


We agree to notify you promptly in writing if any of
our acknowledgments, representations or agreements herein ceases to be accurate
and complete.


 


We represent to you that we have full power to make
the foregoing acknowledgments, representations and agreements on our own behalf
and on behalf of any account for which we are acting.


 


You and the Company are entitled to rely upon this
Certificate and are irrevocably authorized to produce this Certificate or a
copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF PURCHASER (FOR

  TRANSFERS) OR OWNER (FOR

  EXCHANGES)]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
				



 


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Upon transfer, the Notes would be registered in the
name of the new beneficial owner as follows:


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Taxpayer ID number:

  	
   

  	
   

  	
   

  
						



 


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EXHIBIT H


 


[COMPLETE FORM I OR FORM II AS APPLICABLE.]


 


[FORM I]


 


Certificate of Beneficial Ownership


 


To:                              WELLS FARGO BANK, NATIONAL
ASSOCIATION

707 Wilshire Boulevard, 17th Floor

Los Angeles, CA 90017

Attention:  Corporate Trust Services OR


 


[Name of DTC Participant]]


 


	
   

  	
   

  	
  SEAGATE
  HDD CAYMAN

  6.875% Senior Notes due May 1, 2020 (the “Notes”) Issued under the Indenture (the “Indenture”) dated as of May 13, 2010
  relating to the Notes

  



 


Ladies and Gentlemen:


 


We are the beneficial owner of
$         principal amount of Notes
issued under the Indenture and represented by a Temporary Offshore Global Note
(as defined in the Indenture).


 


We hereby certify as follows:


 


[CHECK A
OR B AS APPLICABLE.]


 


o  A.   We are a non-U.S. person
(within the meaning of Regulation S under the Securities Act of 1933, as
amended).


 


o  B.     We are a U.S. person (within
the meaning of Regulation S under the Securities Act of 1933, as amended) that
purchased the Notes in a transaction that did not require registration under
the Securities Act of 1933, as amended.


 


You and the Company (as defined in the Indenture)
are entitled to rely upon this Certificate and are irrevocably authorized to
produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.


 


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  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF BENEFICIAL OWNER]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
				



 


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[FORM II]


 


Certificate of Beneficial Ownership


 


	
  To:

  	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  707 Wilshire Boulevard, 17th Floor

  Los Angeles, CA 90017

  Attention: Corporate Trust Services

  
	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  SEAGATE
  HDD CAYMAN

  10.00% Senior Notes due May 1, 2020 (the “Notes”)

  Issued under the Indenture (the “Indenture”)

  dated as of May 13, 2010 relating to the Notes

  



 


Ladies and Gentlemen:


 


This is to certify that based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from Institutions appearing in our records as persons being
entitled to a portion of the principal amount of Notes represented by a
Temporary Offshore Global Note issued under the above-referenced Indenture,
that as of the date hereof, $        
principal amount of Notes represented by the Temporary Offshore Global Note
being submitted herewith for exchange is beneficially owned by persons that are
either (i) non-U.S. persons (within the meaning of Regulation S under the
Securities Act of 1933, as amended) or (ii) U.S. persons that purchased
the Notes in a transaction that did not require registration under the
Securities Act of 1933, as amended.


 


We further certify that (i) we are not
submitting herewith for exchange any portion of such Temporary Offshore Global
Note excepted in such certifications and (ii) as of the date hereof we
have not received any notification from any Institution to the effect that the
statements made by such Institution with respect to any portion of such
Temporary Offshore Global Note submitted herewith for exchange are no longer
true and cannot be relied upon as of the date hereof.


 


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You and the Company (as defined in the Indenture)
are entitled to rely upon this Certificate and are irrevocably authorized to
produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.


 


	
   

  	
  Yours
  faithfully,

  
	
   

  	
   

  
	
   

  	
  [Name of DTC Participant]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
				



 


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EXHIBIT I


 


THIS
NOTE IS A TEMPORARY GLOBAL NOTE.  PRIOR
TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL
INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A
NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”).  BENEFICIAL INTERESTS HEREIN ARE NOT
EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN
ACCORDANCE WITH THE TERMS OF THE INDENTURE. 
TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE
SECURITIES ACT.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS
EXCHANGED OR TRANSFERRED FOR AN INTEREST IN ANOTHER NOTE.


 


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