CONTRARY, THE TRANSACTIONS ENCOMPASSING
THE "TRANSACTION" (AS DEFINED IN THE PROXY STATEMENT OF SEAGATE TECHNOLOGY,
DATED MARCH 5, 2010), WHEREBY SEAGATE TECHNOLOGY PLC WILL BECOME THE PARENT
COMPANY OF SEAGATE TECHNOLOGY, SHALL BE PERMITTED UNDER THE INDENTURE AND SHALL
NOT CAUSE A DEFAULT OR AN EVENT OF DEFAULT UNDER THE INDENTURE OR THE NOTES.
FOR AVOIDANCE OF ANY DOUBT, SEAGATE TECHNOLOGY WILL REMAIN A GUARANTOR UNDER THE
INDENTURE.
A R T I C L E 2
MISCELLANEOUS
SECTION 2.01.
RATIFICATION OF INDENTURE, SUPPLEMENTAL INDENTURES PART OF
INDENTURE.
EXCEPT AS EXPRESSLY AMENDED HEREBY, THE INDENTURE, THE FIRST
SUPPLEMENTAL INDENTURE AND THE SECOND SUPPLEMENTAL INDENTURE ARE IN ALL RESPECTS
RATIFIED AND CONFIRMED AND ALL THE TERMS, CONDITIONS AND PROVISIONS THEREOF
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SHALL REMAIN IN FULL FORCE AND EFFECT.
UPON THE EXECUTION AND DELIVERY OF THIS
THIRD SUPPLEMENTAL INDENTURE BY THE ISSUER, THE GUARANTORS AND THE TRUSTEE, THE
INDENTURE SHALL BE SUPPLEMENTED IN ACCORDANCE HEREWITH, THIS THIRD SUPPLEMENTAL
INDENTURE SHALL FORM A PART OF THE INDENTURE FOR ALL PURPOSES, AND EVERY HOLDER
OF NOTES HERETOFORE OR HEREAFTER AUTHENTICATED AND DELIVERED SHALL BE BOUND
HEREBY.
Notwithstanding the foregoing, the Amendments set forth herein will have no
effect, and this Third Supplemental Indenture shall be null and void, if (a) the
Cash Fee is not paid to the Consenting Holders in accordance with the terms and
conditions of the Consent Solicitation or (b) the transactions encompassing the
"Transaction" (as defined in the Proxy Statement of Seagate Technology, dated
March 5, 2010) have not occurred.
SECTION 2.02.
GOVERNING LAW.
THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 2.03.
TRUSTEE MAKES NO REPRESENTATION.
THE TRUSTEE MAKES NO
REPRESENTATION AS TO THE VALIDITY OR SUFFICIENCY OF THIS THIRD SUPPLEMENTAL
INDENTURE.
SECTION 2.04.
SEVERABILITY CLAUSE.
IN CASE ANY PROVISION OF THIS THIRD
SUPPLEMENTAL INDENTURE SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY,
LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE
AFFECTED OR IMPAIRED THEREBY.
SECTION 2.05.
COUNTERPARTS.
THE PARTIES MAY SIGN ANY NUMBER OF COPIES OF
THIS THIRD SUPPLEMENTAL INDENTURE.
EACH SIGNED COPY SHALL BE AN ORIGINAL, BUT
ALL OF THEM TOGETHER REPRESENT THE SAME AGREEMENT.
SECTION 2.06.
DEFINITIONS, EFFECT OF HEADINGS.
ALL CAPITALIZED TERMS NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE
INDENTURE.
THE SECTION HEADINGS HEREIN ARE FOR CONVENIENCE ONLY AND SHALL NOT
EFFECT THE CONSTRUCTION THEREOF.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the date first written above.
SEAGATE TECHNOLOGY INTERNATIONAL
as Issuer
By:
/s/ Kenneth M. Massaroni
Name:
Kenneth M. Massaroni
Title:
Director
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee
By:
/s/ Maddy Hall
Name:
Maddy Hall
Title:
Vice President
SEAGATE TECHNOLOGY
as a Guarantor
By:
/s/ Kenneth M. Massaroni
Name:
Kenneth M. Massaroni
Title:
SVP, Secretary & General Counsel
MAXTOR GLOBAL LTD.
as a Guarantor
By:
/s/ Kenneth M. Massaroni
Name:
Kenneth M.