Exhibit 4.3


 




 


 


REGISTRATION RIGHTS AGREEMENT


 


 


Dated May 13, 2010


 


 


among


 


 


SEAGATE HDD CAYMAN

|

SEAGATE TECHNOLOGY


 


 


and


 


 


MORGAN STANLEY & CO. INCORPORATED

BANC OF AMERICA SECURITIES LLC


 


 





 

















 


REGISTRATION RIGHTS
AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into this
13th day of May, 2010 among Seagate HDD Cayman, an exempted limited liability
company incorporated under the laws of the Cayman Islands, (the “Company”), Seagate Technology, an exempted limited liability
company organized under the laws of the Cayman Islands, (the “Parent”) and Morgan Stanley & Co. Incorporated and
Banc of America Securities LLC, as representatives (the “Representatives”)
of the initial purchasers (collectively, the “Initial
Purchasers”) named in Schedule I to the Purchase Agreement dated April 29,
2010, among the Company, the Parent and the Representatives (the “Purchase Agreement”).


 


This Agreement is made pursuant to the Purchase
Agreement, which provides for the sale by the Company to the Initial Purchasers
of an aggregate of $600,000,000 principal amount of the Company’s 6.875% Senior
Notes Due 2020 (the “Notes”).  The Notes will be unconditionally guaranteed
as to the payment of principal and interest by the Parent (such guarantee, the “Guarantee”, and the Notes together with the Guarantee, the “Securities”).  In
order to induce the Initial Purchasers to enter into the Purchase Agreement,
the Company and the Parent have agreed to provide to the Initial Purchasers and
their direct and indirect transferees the registration rights set forth in this
Agreement.  The execution of this
Agreement is a condition to the closing under the Purchase Agreement.


 


In consideration of the foregoing, the parties
hereto agree as follows:


 


1.             Definitions.


 


As used in this Agreement, the following capitalized
defined terms shall have the following meanings:


 


“1933 Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“1934 Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Additional Interest”
shall have the meaning set forth in Section 2(d).


 


“Closing Date”
shall mean the Closing Date as defined in the Purchase Agreement.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 

















 


“Exchange Offer”
shall mean the exchange offer by the Company of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof.


 


“Exchange Offer
Registration” shall mean a registration under the 1933 Act effected
pursuant to Section 2(a) hereof.


 


“Exchange Offer
Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and
all amendments and supplements to such registration statement, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


“Exchange
Securities” shall mean securities issued by the Company under the
Indenture containing terms identical to the Securities (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the
Securities or, if no such interest has been paid, from the Closing Date and (ii) the
Exchange Securities will not contain restrictions on transfer) and to be
offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.


 


“Freely Transferable”
shall mean, with respect to any Security, the time at which (i) such
Security may be sold to the public pursuant to Rule 144 under the 1933 Act
by a person that is not an “affiliate” (as defined in Rule 144 under the
1933 Act) of the Company without regard to any of the conditions specified
therein (other than the holding period requirement in paragraph (d) of Rule 144
so long as such holding period requirement is satisfied at such time of
determination) and (ii) either (A) such Security does not bear any
restrictive legends relating to the 1933 Act or (B) the Company has
advised the Holder of such Security that upon presentation of adequate proof of
non-affiliate status, such legend would be removed.


 


“Guarantee” has
the meaning set forth in the preamble.


 


“Holder”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become registered owners of Registrable Securities under the
Indenture; provided that for purposes of
Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating Broker-Dealers (as defined
in Section 4(a)).


 


“Indenture”
shall mean the Indenture relating to the Securities dated as of May 13,
2010 between the Company, the Parent and Wells Fargo Bank, National
Association, as trustee, and as the same may be amended from time to time in
accordance with the terms thereof.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble.


 


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“Issuer FWP”
shall have the meaning set forth in Section 5(a).


 


“Majority Holders”
shall mean the Holders of a majority of the aggregate principal amount of
outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or any of its affiliates (as such term is defined in Rule 405
under the 1933 Act) (other than the Initial Purchasers or subsequent Holders of
Registrable Securities if such subsequent holders are deemed to be such
affiliates solely by reason of their holding of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage or amount.


 


“Parent” shall
have the meaning set forth in the preamble, together with its successors; provided that in the event that Seagate Technology is
released from its obligations under the Indenture, the Guarantee and the Notes
and Seagate plc succeeds to such obligations pursuant to Section 10.05(b) of
the Indenture (or any successor provision), “Parent”
shall mean Seagate plc, together with its successors.


 


“Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble.


 


“Prospectus”
shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements
to such prospectus, and in each case including all material incorporated by
reference therein.


 


“Registrable
Securities” shall mean the Securities; provided,
however, that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such Securities
shall have been declared effective under the 1933 Act and such Securities shall
have been disposed of pursuant to such Registration Statement, (ii) when
such Securities have been sold to the public pursuant to Rule 144 (or any
similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) when
such Securities have become Freely Transferable, or (iv) when such
Securities shall have ceased to be outstanding.


 


“Registration Default”
shall have the meaning set forth in Section 2(d).


 


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“Registration
Expenses” shall mean any and all expenses incident to performance of
or compliance by the Company and the Parent with this Agreement, including
without limitation:  (i) all SEC,
stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees, (ii) all fees and expenses incurred in
connection with compliance with state securities or blue sky laws (including
reasonable fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange Securities or
Registrable Securities), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any amendments or supplements thereto,
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the
reasonable fees and disbursements of the Trustee and its counsel, (vii) the
fees and disbursements of counsel for the Company and, in the case of a Shelf Registration
Statement, the reasonable fees and disbursements of one counsel for the Holders
(which counsel shall be selected by the Majority Holders and which counsel may
also be counsel for the Initial Purchasers) and (viii) the fees and
disbursements of the independent public accountants of the Company and the
Parent, including the expenses of any special audits or “cold comfort” letters required by or
incident to such performance and compliance, but excluding fees and expenses of
counsel to the underwriters (other than fees and expenses set forth in clause (ii) above)
or the Holders and underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of Registrable Securities by a
Holder.


 


“Registration
Statement” shall mean any registration statement of the Company and
the Parent that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.


 


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


 


“SEC”
shall mean the Securities and Exchange Commission.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the Company and the Parent
pursuant to the provisions of Section 2(b) of this Agreement which
covers all of the Registrable Securities (but no other securities unless
approved by the Holders whose Registrable Securities are 


 


4

















 


covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that
may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3 hereof.


 


“Underwritten
Registration” or “Underwritten
Offering” shall mean a registration in which Registrable Securities
are sold to an Underwriter for reoffering to the public.


 


2.             Registration
Under the 1933 Act.


 


(a)           If any
Registrable Securities are outstanding as of the 366th calendar day following
the Closing Date, then to the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company and the Parent
shall use their commercially reasonable efforts to (i) prepare and file
with the SEC, an Exchange Offer Registration Statement on an appropriate form under
the 1933 Act with respect to a proposed Exchange Offer and the issuance and
delivery to the Holders, in exchange for such Registrable Securities, of
Exchange Securities, (ii) cause the Exchange Offer Registration Statement
to become or be declared effective under the 1933 Act, and (iii) cause the
Exchange Offer to be consummated on or prior to the 451st calendar day following the Closing Date.  The Company and the Parent shall commence the
Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other disclosures
as are required by applicable law:


 


(i)            that the Exchange Offer is being made pursuant to
this Registration Rights Agreement and that all Registrable Securities validly
tendered will be accepted for exchange;


 


(ii)           the dates of acceptance for exchange (which shall be
a period of at least 20 business days from the date such notice is mailed) (the
“Exchange Dates”);


 


(iii)          that any Registrable Security not tendered will
remain outstanding and continue to accrue interest, but will not retain any
rights under this Registration Rights Agreement;


 


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(iv)          that Holders electing to have a Registrable Security
exchanged pursuant to the Exchange Offer will be required to surrender such
Registrable Security, together with the enclosed letters of transmittal, to the
institution and at the address (located in the Borough of Manhattan, The City
of New York) specified in the notice prior to the close of business on the last
Exchange Date; and


 


(v)           that Holders will be entitled to withdraw their
election, not later than the close of business on the last Exchange Date, by
sending to the institution and at the address (located in the Borough of
Manhattan, The City of New York) specified in the notice a telegram, telex,
facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a
statement that such Holder is withdrawing his election to have such Securities
exchanged.


 


As soon as practicable after the last Exchange Date,
the Company and the Parent shall:


 


(i)            accept for exchange Registrable Securities or
portions thereof tendered and not validly withdrawn pursuant to the Exchange
Offer; and


 


(ii)           deliver, or cause to be delivered, to the Trustee
for cancellation all Registrable Securities or portions thereof so accepted for
exchange by the Company and the Parent and issue, and cause the Trustee to
promptly authenticate and mail to each Holder, an Exchange Security equal in
principal amount to the principal amount of the Registrable Securities
surrendered by such Holder.


 


The Company and the Parent shall use their
commercially reasonable efforts to complete the Exchange Offer as provided
above and shall comply with the applicable requirements of the 1933 Act, the
1934 Act and other applicable laws and regulations in connection with the
Exchange Offer.  The Exchange Offer shall
not be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the
SEC.  The Company and the Parent shall
inform the Initial Purchasers of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchasers shall have the right,
subject to applicable law, to contact such Holders and otherwise facilitate the
tender of Registrable Securities in the Exchange Offer.


 


(b)           If any
Registrable Securities are outstanding as of the 366th calendar date
after the Closing Date and (i) if, because of any changes in 


 


6

















 


law,
SEC rules or regulations or applicable interpretations thereof by the
staff of the SEC, neither the Company nor the Parent is permitted to effect the
Exchange Offer as contemplated by Section 2(a) above, (ii) for
any other reason the Exchange Offer is not consummated within 451 calendar days
of the Closing Date or (iii) the Exchange Offer has been completed and in
the opinion of counsel for the Initial Purchasers a Registration Statement must
be filed and a Prospectus must be delivered by the Initial Purchasers in
connection with any offering or sale of Registrable Securities, the Company and
the Parent shall, at their cost, as promptly as reasonably practicable, and in
any event on or prior to the 30th calendar day
after such obligation arises, but in no event earlier than the 451st calendar day after the Closing Date, use their
commercially reasonable efforts to cause to be filed a Shelf Registration
Statement providing for the sale by the Holders of all of such Registrable
Securities and to have such Shelf Registration Statement declared effective by
the SEC on or prior to the 40th calendar day after such
filing.  In the event the Company and the
Parent are required to file a Shelf Registration Statement solely as a result
of the matters referred to in clause (iii) of the preceding sentence, the
Company and the Parent shall use their commercially reasonable efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Initial
Purchasers after completion of the Exchange Offer.  The Company and the Parent agree to use their
commercially reasonable efforts to keep the Shelf Registration Statement
continuously effective until two years after the Closing Date with respect to
the Registrable Securities or such shorter period that will terminate when all
of the Registrable Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement or are Freely
Transferable or cease to be outstanding. 
The Company and the Parent further agree to supplement or amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company and the
Parent for such Shelf Registration Statement or by the 1933 Act or by any other
rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder with respect to information relating to such Holder, and
to use their commercially reasonable efforts to cause any such amendment to
become effective and such Shelf Registration Statement to become usable as soon
as practicable thereafter.  The Company
and the Parent agree to furnish to the Holders of Registrable Securities copies
of any such supplement or amendment promptly after its being used or filed with
the SEC.


 


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(c)           The Company and
the Parent shall pay all Registration Expenses in connection with any
registration required pursuant to Section 2(a) and Section 2(b).  Each Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder’s Registrable Securities pursuant to any Shelf
Registration Statement.


 


(d)           An Exchange
Offer Registration Statement pursuant to Section 2(a) hereof or a
Shelf Registration Statement pursuant to Section 2(b) hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC; provided, however, that if, after it has
been declared effective, the offering of Registrable Securities pursuant to a
Shelf Registration Statement is interfered with by any stop order, injunction
or other order or requirement of the SEC or any other governmental agency or
court, such Registration Statement will be deemed not to have become effective
during the period of such interference until the offering of Registrable
Securities pursuant to such Registration Statement may legally resume.  In the event that the any Registrable
Securities are outstanding as of 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 such Registrable Securities, if required pursuant to Section 2(b), is
not filed or declared effective when required pursuant to Section 2(b) or
(iii) a Shelf Registration Statement applicable to such Registrable
Securities, if required pursuant to Section 2(b), is declared effective as
required but thereafter fails to remain effective or usable in connection with
resales for more than 60 calendar days in the aggregate in any twelve month
period (each such event referred to in clauses (i) through (iii) above,
a “Registration Default”), additional interest (‘‘Additional Interest’’),
payable in cash, will accrue on such Registrable Securities at a rate of 0.25%
per annum for the first 90-day period immediately following the occurrence of a
Registration Default, with such Additional Interest to be increased by an additional
0.25% per annum with respect to each subsequent 90-day period, up to a maximum
Additional Interest rate of 1.00% per annum, provided
that any such Additional Interest shall cease to accrue on any Registrable
Security upon the earlier of (A) the date on which all Registration
Defaults with respect to such Registrable Security have been cured or (B) the
date on which such Registrable Security ceases to be a Registrable Security.


 


3.             Registration Procedures.


 


In connection with the obligations of the Company
and the Parent with respect to any Registration Statement pursuant to Section 2(a) and
Section 2(b) 


 


8

















 


hereof, the Company shall as promptly as
practicable and to the extent required hereby:


 


(a)           prepare and
file with the SEC a Registration Statement on the appropriate form under the
1933 Act, which form (x) shall be selected by the Company and the Parent, (y) shall,
in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof and (z) shall comply
as to form in all material respects with the requirements of the applicable
form and include all financial statements required by the SEC to be filed
therewith, and use its commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective in accordance
with Section 2 hereof;


 


(b)           prepare and
file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the period required pursuant to Section 2 hereof and cause
each Prospectus to be supplemented by any required prospectus supplement and,
as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act;


 


(c)           keep each
Prospectus current during the period described under Section 4(3) and
Rule 174 under the 1933 Act that is applicable to transactions by brokers
or dealers with respect to the Registrable Securities or Exchange Securities;


 


(d)           in the case of
a Shelf Registration, furnish to any Holder of Registrable Securities, to
counsel for the Initial Purchasers, to counsel for the Holders and to any
Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or Underwriter may reasonably request, in order to facilitate the
public sale or other disposition of the Registrable Securities; and the Company
and the Parent consents to the use of such Prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the selling
Holders of Registrable Securities and any such Underwriters in connection with
the offering and sale of the Registrable Securities covered by and in the
manner described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;


 


(e)           use its
commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of
Registrable Securities covered by a Registration Statement shall reasonably
request in


 


9
















 


writing
by the time the applicable Registration Statement is declared effective by the
SEC, cooperate with such Holders in connection with any filings required to be
made with the Financial Industry Regulatory Authority and do any and all other
acts and things which may be reasonably necessary or advisable to enable such
Holder to consummate the disposition in each such jurisdiction of the
Registrable Securities owned by such Holder; provided,
however, that the Company and the Parent shall not be required to (i) qualify
as a foreign corporation or as a dealer in securities in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(e), (ii) file
any general consent to service of process or (iii) subject itself to
taxation in any such jurisdiction if it is not so subject;


 


(f)            in the case of
a Shelf Registration, notify each Holder of Registrable Securities, counsel for
the Holders and counsel for the Initial Purchasers promptly and, if requested
by any such Holder or counsel, confirm such notification in writing (i) when
a Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (ii) of any
request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of
the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company and the
Parent contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to the offering cease to be true and
correct in all material respects or if the Company or the Parent receives any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the
period a Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any
material respect or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein
not misleading and (vi) of any determination by the Company or the Parent
that a post-effective amendment to a Registration Statement would be
appropriate;


 


(g)           make every
commercially reasonable effort to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement as promptly as practicable and
provide prompt notice to each Holder of the withdrawal of any such order;


 


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(h)           in the case of
a Shelf Registration, furnish to each Holder of Registrable Securities, without
charge, at least one conformed copy of each Registration Statement and any
post-effective amendment thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested);


 


(i)            in the case of
a Shelf Registration, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends and enable such Registrable Securities to be in such denominations
(consistent with the provisions of the Indenture) and registered in such names
as the selling Holders may reasonably request at least one business day prior
to the closing of any sale of Registrable Securities;


 


(j)            in the case of
a Shelf Registration, upon the occurrence of any event contemplated by Section 3(f)(v) hereof,
use its commercially reasonable efforts to prepare and file with the SEC a
supplement or post-effective amendment to a Registration Statement or the
related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities, such Registration Statement and the related
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  The Company and the Parent agree to notify
the Holders to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event, and the Holders hereby agree to suspend use of
the Prospectus until the Company and the Parent have amended or supplemented
the Prospectus to correct such misstatement or omission;


 


(k)           a reasonable
time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a
Prospectus or any document which is to be incorporated by reference into a
Registration Statement or a Prospectus after initial filing of a Registration
Statement, provide copies of such document to the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, the Holders and
their counsel) and make such of the representatives of the Company as shall be
reasonably requested by the Initial Purchasers or their counsel (and, in the
case of a Shelf Registration Statement, the Holders or their counsel) available
for discussion of such document, and shall not at any time file or make any
amendment to the Registration Statement, any Prospectus or any amendment of or
supplement to a Registration Statement or a Prospectus or any document which is
to be incorporated by reference into a 


 


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Registration
Statement or a Prospectus, of which the Initial Purchasers and their counsel
(and, in the case of a Shelf Registration Statement, the Holders and their
counsel) shall not have previously been advised and furnished a copy or to
which the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders or their counsel) shall object;


 


(l)            obtain a CUSIP
number for all Exchange Securities or Registrable Securities, as the case may
be, not later than the effective date of a Registration Statement;


 


(m)          cause the
Indenture to be qualified under the Trust Indenture Act of 1939, as amended
(the “TIA”), in connection with
the registration of the Exchange Securities or Registrable Securities, as the
case may be, cooperate with the Trustee and the Holders to effect such changes
to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and execute, and use its commercially
reasonable efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;


 


(n)           in the case of
a Shelf Registration, make available for inspection by a representative of the
Holders of the Registrable Securities, any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and attorneys and accountants
designated by the Holders, at reasonable times and in a reasonable manner, all
financial and other records, pertinent documents and properties of the Company,
and cause the respective officers, directors and employees of the Company to
supply all information reasonably requested by any such representative,
Underwriter, attorney or accountant in connection with a Shelf Registration
Statement;


 


(o)           in the case of
a Shelf Registration, use its commercially reasonable efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated
quotation system, if any, on which similar securities issued by the Company are
then listed if requested by the Majority Holders, to the extent such
Registrable Securities satisfy applicable listing requirements;


 


(p)           use its
commercially reasonable efforts to cause the Exchange Securities or Registrable
Securities, as the case may be, to be rated by two nationally recognized
statistical rating organizations (as such term is defined in Rule 436(g)(2) under
the 1933 Act);


 


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(q)           if reasonably
requested by any Holder of Registrable Securities covered by a Registration
Statement, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and (ii) make all
required filings of such Prospectus supplement or such post-effective amendment
as soon as the Company has received notification of the matters to be
incorporated in such filing; and


 


(r)            in the case of
a Shelf Registration, enter into such customary agreements and take all such
other actions in connection therewith (including those requested by the Holders
of a majority of the Registrable Securities being sold) in order to expedite or
facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in such connection, (i) to the
extent possible, make such representations and warranties to the Holders and
any Underwriters of such Registrable Securities with respect to the business of
the Company and its subsidiaries, the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by reference, if
any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and
when requested, (ii) obtain opinions of counsel to the Company (which
counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective counsel)
addressed to each selling Holder and Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten
offerings, (iii) obtain “cold comfort”
letters from the independent certified public accountants of the Company (and,
if necessary, any other certified public accountant of any subsidiary of the
Company, or of any business acquired by the Company for which financial
statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “cold
comfort” letters in connection with underwritten offerings, and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders
of a majority in principal amount of the Registrable Securities being sold or
the Underwriters, and which are customarily delivered in underwritten
offerings, to evidence the continued validity of the representations and
warranties of the Company made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in an underwriting
agreement.


 


In the case of a Shelf Registration Statement, the
Company may require each Holder of Registrable Securities to furnish to the
Company such information regarding the Holder and the proposed distribution by
such Holder of such 


 


13

















 


Registrable Securities as the Company may
from time to time reasonably request in writing.


 


In the case of a Shelf Registration Statement, each
Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(f)(v) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(j) hereof,
and, if so directed by the Company, such Holder will deliver to the Company (at
its expense) all copies in its possession, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.  If the Company shall give any such notice to
suspend the disposition of Registrable Securities pursuant to a Registration
Statement, the Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the
number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions.  The Company may give any
such notice only twice during any 365 day period and any such suspensions may
not exceed 30 days for each suspension and there may not be more than two
suspensions in effect during any 365 day period.


 


The Holders of Registrable Securities covered by a
Shelf Registration Statement who desire to do so may sell such Registrable
Securities in an Underwritten Offering. 
In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers (the “Underwriters”)
that will administer the offering will be selected by the Holders of a majority
of the Registrable Securities included in such offering.


 


4.             Participation of Broker-Dealers
in Exchange Offer.


 


(a)           The Staff of
the SEC has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities
that were acquired by such broker-dealer as a result of market-making or other
trading activities (a “Participating
Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection
with any resale of such Exchange Securities.


 


The Company and the Parent understand that it is the
Staff’s position that if the Prospectus contained in the Exchange Offer
Registration Statement includes a plan of distribution containing a statement
to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without 


 


14

















 


naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the 1933 Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets
the requirements of the 1933 Act.


 


(b)           In light of the
above, notwithstanding the other provisions of this Agreement, the Company and
the Parent agree that the provisions of this Agreement as they relate to a
Shelf Registration shall also apply to an Exchange Offer Registration to the
extent, and with such reasonable modifications thereto as may be, reasonably
requested by the Initial Purchasers or by one or more Participating
Broker-Dealers, in each case as provided in clause (ii) below, in order to
expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:


 


(i)            the Company and
the Parent shall not be required to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement, as would otherwise be
contemplated by Section 3(j), for a period exceeding 180 days after the
last Exchange Date (as such period may be extended pursuant to the penultimate
paragraph of Section 3 of this Agreement) and Participating Broker-Dealers
shall not be authorized by the Company to deliver and shall not deliver such
Prospectus after such period in connection with the resales contemplated by
this Section 4; and


 


(ii)           the application
of the Shelf Registration procedures set forth in Section 3 of this
Agreement to an Exchange Offer Registration, to the extent not required by the
positions of the Staff of the SEC or the 1933 Act and the rules and
regulations thereunder, will be in conformity with the reasonable request to
the Company and the Parent by the Initial Purchasers or with the reasonable
request in writing to the Company by one or more broker-dealers who certify to
the Initial Purchasers and the Company and the Parent in writing that they
anticipate that they will be Participating Broker-Dealers; and provided further
that, in connection with such application of the Shelf Registration procedures
set forth in Section 3 to an Exchange Offer Registration, the Company
shall be obligated (x) to deal only with one entity representing the
Participating Broker-Dealers, which shall be Morgan Stanley & Co.
Incorporated unless it elects not to act as such representative, (y) to
pay the fees and expenses of only one counsel representing the Participating
Broker-Dealers, which 


 


15

















 


shall
be counsel to the Initial Purchasers unless such counsel elects not to so act
and (z) to cause to be delivered only one, if any, “cold comfort” letter with respect to the
Prospectus in the form existing on the last Exchange Date and with respect to
each subsequent amendment or supplement, if any, effected during the period
specified in clause (i) above.


 


(c)           The Initial
Purchasers shall have no liability to the Company or any Holder with respect to
any request that it may make pursuant to Section 4(b) above.


 


5.             Indemnification and Contribution.


 


(a)           The Company and
the Parent, jointly and severally, agree to indemnify and hold harmless the
Initial Purchasers, each Holder of Registrable Securities included in any
Registration Statement and each Person, if any, who controls Initial Purchaser
or any such Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Initial Purchaser or any such Holder, from and against all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred by the Initial Purchasers, any such
Holder or any such controlling or affiliated Person in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in such
Registration Statement (or any amendment thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company and the
Parent shall have furnished any amendments or supplements thereto) or in any
Preliminary Prospectus or “issuer free writing prospectus,” as defined in Rule 433
of the 1933 Act (“Issuer FWP”),
or caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in light of the circumstances under
which they were made not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to the
Initial Purchasers or any Holder furnished to the Company and the Parent in
writing by Morgan Stanley & Co. Incorporated, Banc of America
Securities LLC or any selling Holder expressly for use therein.  In connection with any Underwritten Offering
permitted by Section 3, the Company and the Parent will also indemnify 


 


16

















 


the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their officers and directors
and each Person who controls such Persons (within the meaning of the 1933 Act
and the 1934 Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any
Registration Statement.


 


(b)           Each Holder
agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Parent, the Initial Purchasers and the other selling Holders, and each of
their respective directors, officers who sign the Registration Statement and
each Person, if any, who controls the Company, any Initial Purchasers and any
other selling Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act to the same extent as the foregoing
indemnity from the Company and the Parent to the Initial Purchasers and the
Holders, but only with reference to information relating to such Holder
furnished to the Company and the Parent in writing by such Holder expressly for
use in any Registration Statement (or any amendment thereto), any Prospectus
(or any amendment or supplement thereto) or Issuer FWP.


 


(c)           In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify
the Person against whom such indemnity may be sought (the “indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding.  In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the named parties
to any such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them.  It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (A) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Initial Purchasers and all Persons, if any, who control any Initial
Purchaser within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act, (B) the fees and expenses of more than one separate firm
(in addition 


 


17

















 


to
any local counsel) for the Company, the Parent, their directors, their officers
who sign the Registration Statement and each Person, if any, who controls the
Company or the Parent within the meaning of either such Section and (c) the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Holders and all Persons, if any, who control any Holders
within the meaning of either such Section, and that all such fees and expenses
shall be reimbursed as they are incurred. 
In such case involving the Initial Purchasers and Persons who control
the Initial Purchasers, such firm shall be designated in writing by Morgan
Stanley & Co. Incorporated and Banc of America Securities LLC.  In such case involving the Holders and such
Persons who control Holders, such firm shall be designated in writing by the
Majority Holders.  In all other cases,
such firm shall be designated by the Company. 
The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party
agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which such indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.


 


(d)           If the
indemnification provided for in paragraph (a) or paragraph (b) of
this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities, then each indemnifying
party under such paragraph, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault of
the Company, the Parent and the Holders shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, the Parent or by the Holders
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The Holders’ respective obligations to
contribute pursuant to this Section 5(d) are several in proportion to
the 


 


18

















 


respective
principal amount of Registrable Securities of such Holder that were registered
pursuant to a Registration Statement.


 


(e)           The Company,
the Parent and each Holder agree that it would not be just or equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or by
any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above.  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions
of this Section 5, no Holder shall be required to indemnify or contribute
any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.  The
remedies provided for in this Section 5 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.


 


The indemnity and contribution provisions contained
in this Section 5 shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchasers, any Holder
or any Person controlling any Initial Purchaser or any Holder, or by or on
behalf of the Company, the Parent, their officers or directors or any Person
controlling the Company or the Parent, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant
to a Shelf Registration Statement.


 


6.             Miscellaneous.


 


(a)           No Inconsistent
Agreements.  Neither the
Company nor the Parent has not entered into, and on or after the date of this
Agreement will not enter into, any agreement which is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof. 
The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Company’s or the Parent’s other issued and outstanding securities under any
such agreements.


 


19
















 


(b)           Amendments and
Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company and the Parent have
obtained the written consent of Holders of at least a majority in aggregate
principal amount of the outstanding Registrable Securities affected by such
amendment, modification, supplement, waiver or consent; provided, however, that
no amendment, modification, supplement, waiver or consent to any departure from
the provisions of Section 5 hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such Holder.


 


(c)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given
by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect
to the Initial Purchasers, the address set forth in the Purchase Agreement; and
(ii) if to the Company, initially at the Company’s address set forth in
the Purchase Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(c).


 


All such notices and communications shall be deemed
to have been duly given:  at the time
delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next business
day if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands, or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture.


 


(d)           Successors and
Assigns.  This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the
Indenture.  If any transferee of any Holder
shall acquire Registrable Securities, in any manner, whether by operation of
law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to 


 


20

















 


perform
all of the terms and provisions of this Agreement and such Person shall be
entitled to receive the benefits hereof. 
The Initial Purchasers (in their capacity as Initial Purchasers) shall
have no liability or obligation to the Company with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations
of such Holder under this Agreement.


 


(e)           Purchases and
Sales of Securities.  The Company
shall not, and shall use its commercially reasonable efforts to cause its
affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase
and then resell or otherwise transfer any Securities.


 


(f)            Third Party
Beneficiary.  The Holders
shall be third party beneficiaries to the agreements made hereunder among the
Company and the Parent, on the one hand, and the Initial Purchasers, on the
other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights
or the rights of Holders hereunder.


 


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


 


(i)            Any suit,
action or proceeding against the Company or Parent arising out of or relating
to this Agreement 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 each Parent irrevocably submits to the
non-exclusive jurisdiction of such courts in any suit, action or
proceeding.  The Company and the Parent
irrevocably waive, to the fullest extent permitted by law, any objection to any
suit, action or proceeding that may be brought in connection with this
Agreement, including such actions, suits or proceedings relating to 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 6(h).


 


21

















 


(ii)           The Company and
the Parent each hereby appoint Seagate Technology (US) Holdings, Inc., as
its authorized agent (the “Authorized Agent”),
upon whom process may be served in any suit, action or proceeding arising out
of or relating to this Agreement 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.  The Authorized
Agent hereby accepts such appointment and agrees 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 this Agreement may be instituted in any
court of competent jurisdiction in any other jurisdiction.


 


(iii)          Any action,
suit or proceeding brought by the Company and the Parent against the Holders
arising out of or based upon this Agreement and the transactions contemplated
herein shall be brought solely in a U.S. Federal or state court in the Borough
of Manhattan, The City of New York, New York, and the Company and the Parent
shall not initiate or seek to initiate, in any other jurisdiction other than in
such New York courts, any action, suit or proceeding against the Holders
arising out of or based upon this Agreement and the transactions contemplated
herein.  The foregoing shall apply,
without limitation, to any action seeking to obtain any injunction or
declaratory judgment against the enforcement of, or a declaratory judgment
concerning, any claim by the Holders in respect of this Agreement and any
transaction contemplated herein, and any action challenging the enforceability
of or seeking to invalidate in any respect the submission by the Company and
the Parent hereunder to the jurisdiction of such New York courts or the designation,
pursuant to this Section 6g), of the laws of the State of New York as the
law applicable to this Agreement.


 


(iv)          The provisions
of this Section 6(g) shall survive any termination or cancellation of
this Agreement.


 


(h)           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 


 


22

















 


Holders
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 any Holder or any person
controlling any Holder shall, notwithstanding any judgment in a currency other
than United States dollars, not be discharged until the first business day
following receipt by such Holder or controlling person of any sum in such other
currency, and only to the extent that such Holder or controlling person 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 such Holder
or controlling person hereunder, the Company and the Parent, jointly and
severally, agree as a separate obligation and notwithstanding any such
judgment, to indemnify such Holder or controlling person against such
loss.  If the United States dollars so
purchased are greater than the sum originally due to such Holder or controlling
person hereunder, such Holder or controlling person agrees to pay to the
Company and Parent an amount equal to the excess of the dollars so purchased
over the sum originally due to such Holder or controlling person hereunder.


 


(i)            Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(j)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(k)           Governing Law.  This Agreement shall be governed by the laws
of the State of New York.


 


(l)            Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


23

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  SEAGATE
  HDD CAYMAN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KENNETH M.
  MASSARONI

  
	
   

  	
   

  	
  Name:
  Kenneth M.
  Massaroni

  
	
   

  	
   

  	
  Title: Senior Vice President, General 

  Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEAGATE
  TECHNOLOGY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KENNETH M.
  MASSARONI

  
	
   

  	
   

  	
  Name:
  Kenneth M.
  Massaroni

  
	
   

  	
   

  	
  Title: Senior Vice President, General 

  Counsel and Secretary

  



 


 


Confirmed and accepted as of

the date first above written:


 


	
  MORGAN
  STANLEY & CO. INCORPORATED

  	
   

  
	
  BANC
  OF AMERICA SECURITIES LLC

  	
   

  
	
  BNP
  PARIBAS SECURITIES CORP.

  	
   

  
	
  SCOTIA
  CAPITAL (USA) INC.

  	
   

  
	
  WELLS
  FARGO SECURITIES, LLC

  	
   

  
	
  KEYBANC
  CAPITAL MARKETS INC.

  	
   

  
	
  NEEDHAM &
  COMPANY, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  MORGAN
  STANLEY & CO. INCORPORATED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  ANDREW W. EARLS

  	
   

  
	
   

  	
  Name:
  Andrew W. Earls

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  BANC
  OF AMERICA SECURITIES LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  PETER ALMOND

  	
   

  
	
   

  	
  Name:
  Peter Almond

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  



 


24