8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (date of earliest event reported): March 1, 2010

SEAGATE TECHNOLOGY

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-31560	98-0355609
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands	NA
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code: (345) 949-8066

NA

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

As previously disclosed on February 1, 2010, Seagate Technology (“Seagate” or the “Company”) has decided to move its place of incorporation from the Cayman Islands to Ireland pursuant to a scheme of arrangement (the “Scheme of Arrangement”) under Cayman Islands law, which, upon effectiveness, will result in a newly formed Irish public limited company serving as the publicly traded parent of the Seagate group of companies. In this Current Report on Form 8-K, we refer to the transactions to be effected pursuant to the Scheme of Arrangement and the related transactions as the “Transaction.”

First Amendment and Waiver to Amended and Restated Credit Agreement

Overview

As previously disclosed on April 6, 2009, Seagate and its subsidiary Seagate Technology HDD Holdings (“Seagate HDD Holdings” or the “Borrower”) are parties to the Second Amended and Restated Credit Agreement, dated as of April 3, 2009 (the “Amended Credit Agreement”), among the Borrower, the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). In connection with the Transaction, on March 1, 2010, the Borrower and the Company and its newly formed subsidiary Seagate Technology plc (“Seagate Ireland”) entered into the First Amendment and Waiver (the “Credit Agreement Amendment”) to the Amended Credit Agreement.

The Credit Agreement Amendment becomes effective in two steps.  On March 1, 2010, certain waivers contained in the Credit Agreement Amendment became effective.  Those waivers permit the Borrower to transfer its equity interests in two of its subsidiaries, Seagate Technology (US) Holdings, Inc. and Seagate Technology International (“STI”), to Seagate HDD Cayman (“New Cayco”), a newly formed subsidiary of the Borrower.  On the date of consummation of the Transaction and the satisfaction of the conditions listed below, the amendments set forth in the Credit Agreement Amendment which cause Seagate Ireland to assume certain obligations thereunder will become effective (the “First Amendment Effective Date”).

1.The representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party shall be true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

2.     After giving effect to the Credit Agreement Amendment (as in effect as of the First Amendment Effective Date), no Default (as defined in the Amended Credit Agreement) shall have occurred and be continuing.

3.     The Administrative Agent shall have received payment of the specified amendment fee and all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of the Credit Agreement Amendment and the other Loan Documents executed in connection therewith.

The description of the Credit Agreement Amendment contained herein is qualified in its entirety by reference to the Credit Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

10.00% Senior Secured Second-Priority Notes due 2014

Overview

As previously disclosed on May 1, 2009, STI, a subsidiary of the Company, issued $430 million in aggregate principal amount of 10.00% Senior Secured Second-Priority Notes due 2014, which mature on May 1, 2014, pursuant to the Indenture, dated as of May 1, 2009 (the “10% Indenture”), among STI, the Company, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

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Supplemental Indentures

On March 1, 2010, STI entered into (i) the First Supplemental Indenture with New Cayco and the Trustee (the “First Supplemental Indenture”) and (ii) the Second Supplemental Indenture with Seagate Ireland and the Trustee (collectively with the First Supplemental Indenture, the “Supplemental Indentures”).

Pursuant to the Supplemental Indentures, New Cayco and Seagate Ireland each became a Guarantor (as defined in the 10% Indenture) under the 10% Indenture and agreed to be bound by the terms of the 10% Indenture applicable to Guarantors.

The description of the Supplemental Indentures contained herein is qualified in its entirety by reference to the Supplemental Indentures, which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Collateral and Guarantees

As previously disclosed on May 5, 2009, (i) Seagate and Seagate HDD Holdings are parties to the U.S. Guarantee Agreement, dated as of April 29, 2009 (the “Guarantee Agreement”), the U.S. Security Agreement, dated as of April 29, 2009 (the “First Priority Security Agreement”), the U.S. Pledge Agreement, dated as of April 29, 2009 (the “First Priority Pledge Agreement”), and the Indemnity, Subrogation and Contribution Agreement, dated as of April 29, 2009 (the “Indemnity Agreement”), (ii) the Company and STI are parties to the Second Lien U.S. Security Agreement, dated as of May 1, 2009 (the “Second Priority Security Agreement”), (iii) the Company is a party to the Second Lien U.S. Pledge Agreement, dated as of May 1, 2009 (the “Second Priority Pledge Agreement”), and (iv) Seagate HDD Holdings and STI are parties to the Intercreditor Agreement, dated as of May 1, 2009 (the “Intercreditor Agreement”).

On March 1, 2010, in connection with the collateral and guarantee requirements of the Amended Credit Agreement and the 10% Indenture, the Company, the Borrower and/or certain of its subsidiaries entered into (i) a supplement no. 1 and a supplement no. 2 to the Guarantee Agreement with the Administrative Agent, pursuant to which the Borrower’s obligations under the Amended Credit Agreement became guaranteed by Seagate Ireland and New Cayco, (ii) (a) a supplement no. 1 to the First Priority Security Agreement with the Administrative Agent and (b) a supplement no. 1 to the Second Priority Security Agreement with Wells Fargo Bank, National Association, as collateral agent (the “Collateral Agent”), pursuant to which New Cayco respectively granted to the Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties (as defined in the applicable security agreement), a first priority and second priority security interest in and lien on all of New Cayco’s right, title and interest in and to the Collateral (as defined in the applicable security agreement) of New Cayco, (iii) a supplement no. 1 and a supplement no. 2 to the Indemnity Agreement with the Administrative Agent, pursuant to which Seagate Ireland and New Cayco each became a Guarantor (as defined in the Indemnity Agreement) under the Indemnity Agreement and agreed to all the terms and provisions of the Intercreditor Agreement applicable to it as a Guarantor thereunder, (iv) (a) a supplement no. 1 to the First Priority Pledge Agreement with the Administrative Agent and (b) a supplement no. 1 to the Second Priority Pledge Agreement, pursuant to which New Cayco respectively granted to the Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties (as defined in the applicable agreement), a first priority and a second priority security interest in and lien on all of its right, title and interest in and to the Collateral (as defined in the applicable agreement) of New Cayco and (v) a supplement no. 1 and a supplement no. 2 to the Intercreditor Agreement with the Administrative Agent and the Collateral Agent, pursuant to which Seagate Ireland and New Cayco each became a Loan Party (as defined in the Intercreditor Agreement) under the Intercreditor Agreement and agreed to all the terms and provisions of the Intercreditor Agreement applicable to it as a Loan Party thereunder.

The description of the foregoing supplements contained herein is qualified in its entirety by reference to such supplements, which are filed as Exhibits 10.4 through 10.13 to this Current Report on Form 8-K and is incorporated herein by reference.

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On March 1, 2010, in connection with the security and collateral requirements of the Amended Credit Agreement and the 10% Indenture: (a) Seagate HDD Holdings entered into a first priority share charge in favor of the Administrative Agent and a second priority share charge in favor of the Collateral Agent with respect to the pledge of shares of New Cayco, (b) New Cayco entered into a first priority share charge in favor of the Administrative Agent and a second priority share charge in favor of the Collateral Agent with respect to the pledge of shares of STI, (c) New Cayco entered into a first priority debenture in favor of the Administrative Agent and a second priority debenture in favor of the Collateral Agent granting a lien on substantially all of its assets, (d) Seagate Ireland entered into a first priority debenture in favor of the Administrative Agent and a second priority debenture in favor of the Collateral Agent granting a lien on substantially all of its assets and (e) Seagate Ireland entered into a first priority share charge in favor of the Administrative Agent and a second priority share charge in favor of the Collateral Agent with respect to the shares of the Company.

The above description of the share charges and debentures is qualified in its entirety by reference to the share charges and debentures, which are filed as Exhibits 10.14 through 10.23 to this Current Report on Form 8-K and are incorporated herein by reference.

6.375% Senior Notes due 2011 and 6.800% Senior Notes due 2016

Overview

As previously disclosed on September 21, 2006, Seagate HDD Holdings, issued $300 million in aggregate principal amount of Floating Rate Notes due 2009 (which have since matured and been fully paid), $600 million aggregate principal amount in 6.375% Senior Notes due 2011 (the “6.375% Notes”) and $600 million in aggregate principal amount of 6.800% Senior Notes due 2016 (collectively with the 6.375% Notes, the “HDD Notes”), pursuant to the Indenture, dated as of September 21, 2006 (the “HDD Indenture”), among Seagate HDD Holdings, the Company, and U.S. Bank National Association, as trustee (“U.S. Bank”).

Supplemental Indenture

On March 1, 2010, in connection with Section 4.01 of the HDD Indenture, Seagate HDD Holdings and the Company entered into the First Supplemental Indenture with New Cayco and U.S. Bank (the “HDD Supplemental Indenture”), pursuant to which New Cayco expressly assumed all of the obligations of Seagate HDD Holdings under the HDD Notes and the HDD Indenture.

The description of the HDD Supplemental Indenture contained herein is qualified in its entirety by reference to the HDD Supplemental Indenture, which is filed as Exhibit 10.24 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

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Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit No.	Description
10.1	First Amendment and Waiver, dated as of March 1, 2010, to the Second Amended and Restated Credit Agreement, dated as of April 3, 2009, among Seagate Technology, Seagate Technology HDD Holdings, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto
10.2	First Supplemental Indenture, dated as of March 1, 2010, among Seagate Technology International, Seagate HDD Cayman and Wells Fargo Bank, National Association, as trustee, amending and supplementing the Indenture, dated as of May 1, 2009, among Seagate Technology International, as issuer, Seagate Technology and the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee
10.3	Second Supplemental Indenture, dated as of March 1, 2010, among Seagate Technology International, Seagate Technology plc and Wells Fargo Bank, National Association, as trustee, amending and supplementing the Indenture, dated as of May 1, 2009, among Seagate Technology International, as issuer, Seagate Technology and the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee
10.4	Supplement No. 1, dated as of March 1, 2010, to the U.S. Guarantee Agreement, dated as of April 29, 2009, among Seagate Technology, Seagate Technology HDD Holdings and each of its subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent
10.5	Supplement No. 2, dated as of March 1, 2010, to the U.S. Guarantee Agreement, dated as of April 29, 2009, among Seagate Technology, Seagate Technology HDD Holdings and each of its subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent
10.6	Supplement No. 1, dated as of March 1, 2010, to the U.S. Security Agreement, dated as of April 29, 2009, among Seagate Technology, Seagate Technology HDD Holdings and each of its subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent
10.7	Supplement No. 1, dated as of March 1, 2010, to the Second Lien U.S. Security Agreement, dated as of May 1, 2009, among Seagate Technology International, Seagate Technology and the other guarantors from time to time party thereto and Wells Fargo Bank, National Association, as trustee
10.8	Supplement No. 1, dated as of March 1, 2010, to the Indemnity, Subrogation and Contribution Agreement, dated as of April 29, 2009, among Seagate Technology, Seagate Technology HDD Holdings and each of its subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent
10.9	Supplement No. 2, dated as of March 1, 2010, to the Indemnity, Subrogation and Contribution Agreement, dated as of April 29, 2009, among Seagate Technology, Seagate Technology HDD Holdings and each of its subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent
10.10	Supplement No. 1, dated as of March 1, 2010, to the U.S. Pledge Agreement, dated as of April 29, 2009, among Seagate Technology, Seagate Technology HDD Holdings and each of its subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent
10.11	Supplement No. 1, dated as of March 1, 2010, to the Second Lien U.S. Pledge Agreement, dated as of May 1, 2009, among Seagate Technology and each of the other guarantors from time to time party thereto and Wells Fargo Bank, National Association, as collateral agent

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10.12	Supplement No. 1, dated as of March 1, 2010, to the Intercreditor Agreement, dated as of May 1, 2009, among JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as Collateral Agent, Seagate Technology HDD Holdings, Seagate Technology International and each of the other loan parties from time to time party thereto
10.13	Supplement No. 2, dated as of March 1, 2010, to the Intercreditor Agreement, dated as of May 1, 2009, among JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as Collateral Agent, Seagate Technology HDD Holdings, Seagate Technology International and each of the other loan parties from time to time party thereto
10.14	Mortgage of Shares in Seagate HDD Cayman, dated March 1, 2010, between Seagate Technology HDD Holdings, as mortgagor, and JPMorgan Chase Bank, N.A., as mortgagee
10.15	Second Priority Mortgage of Shares in Seagate HDD Cayman, dated March 1, 2010, between Seagate Technology HDD Holdings, as mortgagor, and Wells Fargo Bank, National Association, as mortgagee
10.16	Mortgage of Shares in Seagate Technology International, dated March 1, 2010, between Seagate HDD Cayman, as mortgagor, and JPMorgan Chase Bank, N.A., as mortgagee
10.17	Second Priority Mortgage of Shares in Seagate Technology International, dated March 1, 2010, between Seagate HDD Cayman, as mortgagor, and JPMorgan Chase Bank, N.A., as mortgagee
10.18	Debenture, dated March 1, 2010, between Seagate HDD Cayman, as chargor, and JPMorgan Chase Bank, N.A., as chargee
10.19	Second Lien Debenture, dated March 1, 2010, between Seagate HDD Cayman, as chargor, and Wells Fargo Bank, National Association, as chargee
10.20	Debenture, dated March 1, 2010, between Seagate Technology plc, as chargor, and JPMorgan Chase Bank, N.A. as administrative agent
10.21	Second Priority Debenture, dated March 1, 2010, between Seagate Technology plc, as chargor, and Wells Fargo Bank, National Association, as collateral agent
10.22	Mortgage of Shares in Seagate Technology, dated March 1, 2010, between Seagate Technology plc, as mortgagor, and JPMorgan Chase Bank, N.A., as mortgagee
10.23	Second Priority Mortgage of Shares in Seagate Technology, dated March 1, 2010, between Seagate Technology plc, as mortgagor, and Wells Fargo Bank, National Association, as mortgagee
10.24	First Supplemental Indenture, dated as of March 1, 2010, among Seagate Technology HDD Holdings, Seagate HDD Cayman, Seagate Technology and U.S. Bank National Association, as trustee, amending and supplementing the Indenture, dated as of September 20, 2006, among Seagate Technology HDD Holdings, Seagate Technology and U.S. Bank National Association, as trustee

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	SEAGATE TECHNOLOGY
	By:	/s/ PATRICK J. O’MALLEY
	Name:	Patrick J. O’Malley
	Title:	Executive Vice President and Chief
		Financial Officer
Date: March 3, 2010

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT AND WAIVER

FIRST AMENDMENT AND WAIVER, dated as of March 1, 2010 (this “Amendment”), to the Credit Agreement referred to below, among SEAGATE TECHNOLOGY PLC, a public limited company incorporated under the laws of Ireland (“Seagate Ireland”), SEAGATE TECHNOLOGY, an exempted limited liability company incorporated under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Borrower”), the Lenders (as defined below) parties hereto and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, Intermediate Holdings, the Borrower, the Lenders, the Administrative Agent and the Issuing Banks named therein are parties to the Second Amended and Restated Credit Agreement, dated as of April 3, 2009 (as amended, supplemented or modified from time to time, the “Credit Agreement”), among Intermediate Holdings, the Borrower, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and the Administrative Agent;

WHEREAS, the Borrower is migrating its tax residency to Ireland;

WHEREAS, as part of such migration, the Borrower is selling (the “New Cayco Sale”) substantially all of its assets to Seagate HDD Cayman (“New Cayco”), a newly formed direct wholly owned subsidiary of the Borrower, organized under the laws of the Cayman Islands;

WHEREAS, pursuant to transactions encompassing the “Transaction” (as defined in the Preliminary Proxy Statement of Seagate Technology, dated February 1, 2010) (the “Transaction”), the place of incorporation of the publicly traded company of the Seagate group (which is currently Intermediate Holdings) will effectively be changed to Ireland;

WHEREAS, as part of the Transaction, Intermediate Holdings will merge with a subsidiary of Seagate Ireland, which is a wholly owned direct subsidiary of Intermediate Holdings;

WHEREAS, Intermediate Holdings will survive such merger and become a wholly owned subsidiary of Seagate Ireland;

WHEREAS, in connection with the formation of New Cayco and the New Cayco Sale, the Borrower and Intermediate Holdings have requested that certain provisions of the Credit Agreement be amended and waived as set forth herein to permit the New Cayco Sale;

WHEREAS, in connection with the formation of New Cayco and the New Cayco Sale, New Cayco will become a party to the U.S. Guarantee Agreement, the U.S. Security Agreement and the U.S. Pledge Agreement and will execute and deliver all other agreements and instruments required of a Loan Party in accordance with the Collateral and Guarantee Requirement;

WHEREAS, in connection with the Transaction, the Borrower, Intermediate Holdings and Seagate Ireland have requested that (a) Seagate Ireland become a Loan Party under the Credit Agreement and assume certain of the obligations of Intermediate Holdings thereunder and (b) certain provisions of the Credit Agreement be amended and/or waived as set forth herein to reflect the foregoing and to permit the Transaction;

WHEREAS, in connection with the Transaction, Seagate Ireland will become a party to the U.S. Guarantee Agreement and will execute and deliver all other agreements and instruments required of a Loan Party in accordance with the Collateral and Guarantee Requirement (as such term is amended pursuant to the terms hereof); and

WHEREAS, the Required Lenders are willing to agree to such amendments and waivers on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, Seagate Ireland, Intermediate Holdings, the Borrower, and the Required Lenders hereby agree as follows:

1.Defined Terms.  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

2.Amendments to Section 1.01 (Defined Terms).

(a)Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical order:

“First Amendment” means the First Amendment and Waiver, dated as of March 1, 2010, to this Agreement.

“First Amendment Effective Date” means the date on which the conditions set forth in Section 12(b) of the First Amendment are satisfied.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of May 1, 2009, among the Administrative Agent for the First Priority Secured Parties (as defined therein), Wells Fargo Bank, National Association, as Collateral Agent for the Second Priority Secured Parties (as defined therein), the Borrower, Seagate Technology International, and each of the other Loan Parties party thereto.

“Irish Redomiciliation Transaction” means the “Transaction”, as defined in the Preliminary Proxy Statement of Intermediate Holdings, dated February 1, 2010 (including any modification to such definition that is acceptable to the Administrative Agent, in its sole discretion).

“New Cayco” means Seagate HDD Cayman, a company organized under the laws of the Cayman Islands and a direct wholly owned subsidiary of the Borrower.

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

(b)Section 1.01 of the Credit Agreement is hereby amended by deleting each reference to the term “Intermediate Holdings” and substituting in lieu thereof the term “Seagate Ireland” in each of the following defined terms:  “Capital Expenditures”, “Cash-Pay Preferred Equity”, “Collateral and Guarantee Requirement”, “Commitment Reduction Event”, “Consolidated Cash Interest Expense”, “Consolidated EBITDA”, “Consolidated Fixed Charges”, “Consolidated Net Income,” “Consolidated Total Assets”, “Deferred Compensation Plans”, “Environmental Liability”, “Funded Indebtedness”, “Liquidity Amount”, “Material Indebtedness”, “Net Proceeds”, “Overdraft Facility”, “Permitted Encumbrances”, “Permitted

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Secured Debt Amount”, “Restricted Payment” and “Subsidiary”.

(c)The definition of “Change in Control” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and substituting in lieu thereof the following:

“Change in Control” means:

(a)the acquisition of direct ownership, beneficially or of record, by any Person other than Intermediate Holdings of any Equity Interests in the Borrower;

(b)the acquisition of direct ownership, beneficially or of record, by any Person other than Seagate Ireland of any Equity Interests in Intermediate Holdings;

(c)the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests in Seagate Ireland representing greater than 35% of the aggregate ordinary voting power and aggregate equity value represented by the issued and outstanding Equity Interests in Seagate Ireland;

(d)occupation of a majority of the seats (other than vacant seats) on the board of directors of Seagate Ireland, Intermediate Holdings or the Borrower by Persons who were neither (i) nominated by at least a majority of the board of directors of Seagate Ireland, Intermediate Holdings or the Borrower, as applicable, nor (ii) appointed by a vote of a majority of directors so nominated; or

(e)the occurrence of a “Change in Control” as defined in the Senior Note Documents or any document governing or evidencing any extension, renewal, refinancing or replacement of the Senior Notes permitted pursuant to Section 6.01(a)(ii).

(d)The definition of “Collateral and Guarantee Requirement” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting each occurrence of the phrase “ or Northern Ireland” in clause (a)(vii) thereof and substituting in lieu thereof the phrase “, Northern Ireland or, in the case of Seagate Ireland or Intermediate Holdings (or any of their permitted successors), Ireland”.

(e)The definition of “Collateral Jurisdictions” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and substituting in lieu thereof the following:

“Collateral Jurisdiction” means the United States of America (including any State thereof and the District of Columbia), the Cayman Islands, Singapore, the Netherlands, Northern Ireland and, solely with respect to Seagate Ireland, Intermediate Holdings or any of their permitted successors, Ireland.

(f)The definition of “Financial Officer” set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting immediately before the term “Intermediate Holdings”, the phrase “Seagate Ireland,”.

(g)The definition of “Foreign Security Agreement” set forth in Section 1.01 of the

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Credit Agreement is hereby amended by deleting each occurrence of the phrase “ or Northern Ireland” and substituting in lieu thereof the phrase “, Northern Ireland or, in the case of Seagate Ireland or Intermediate Holdings (or any of their permitted successors), Ireland”.

(h)The definition of “Immaterial Subsidiary” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the term “Intermediate Holdings” and substituting in lieu thereof the phrase “Seagate Ireland (or prior to the end of to the first fiscal quarter of Seagate Ireland ending after the First Amendment Effective Date, Intermediate Holdings)” and (ii) inserting the parenthetical “(other than Intermediate Holdings)” immediately after the first reference to the term “Subsidiary” therein.

(i)The definition of “Loan Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the phrase “, the Intercreditor Agreement” after the phrase “the Security Documents” therein.

(j)The definition of “Loan Parties” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and substituting in lieu thereof the following:

“Loan Parties” means, collectively, Seagate Ireland, Intermediate Holdings, the Borrower and each other Subsidiary Loan Party.

(k)The definition of “Material Acquisition” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and substituting in lieu thereof the following:

“Material Acquisition” means, at any time, any acquisition (whether by purchase, merger, consolidation or otherwise) by Seagate Ireland, the Borrower or any Subsidiary that is permitted hereunder and for which the sum (without duplication) of all consideration paid or otherwise delivered by Seagate Ireland, the Borrower and the Subsidiaries in connection with such acquisition (including the principal amount of any Indebtedness issued as deferred purchase price and the fair market value, determined reasonably and in good faith by the Borrower, of any other non-cash consideration, including Equity Interests in Seagate Ireland or any Subsidiary (other than Intermediate Holdings)) plus the aggregate principal amount of all Indebtedness otherwise incurred or assumed by Seagate Ireland, the Borrower or any Subsidiary in connection with such acquisition (including Indebtedness of any acquired Person outstanding at the time of such acquisition) exceeds the amount that is equal to 5% of Consolidated Total Assets as of the end of the fiscal year of Seagate Ireland (or, prior to the end of the first fiscal year of Seagate Ireland ending after the First Amendment Effective Date, Intermediate Holdings) most recently ended at or prior to such time.

(l)The definition of “Material Adverse Effect” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the term “Intermediate Holdings” in clause (a) thereof and substituting in lieu thereof the term “Seagate Ireland” and (ii) inserting immediately before the term “Intermediate Holdings” in clause (b) thereof the phrase “Seagate Ireland,”.

(m)The definition of “Material Sale” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and substituting in lieu thereof the following:

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“Material Sale” means, at any time, any sale, transfer or other disposition of any property or asset of Seagate Ireland, the Borrower or any Subsidiary that is permitted hereunder and for which all consideration paid or otherwise delivered to Seagate Ireland, the Borrower and the Subsidiaries in connection with such sale, transfer or other disposition (including the principal amount of any Indebtedness issued as deferred purchase price and the fair market value, determined reasonably and in good faith by the Borrower, of any other non-cash consideration, including Equity Interests) plus the aggregate principal amount of all Indebtedness of Seagate Ireland, the Borrower and the Subsidiaries assumed by the purchaser of such property or asset in connection with such sale (including Indebtedness of any Person sold, transferred or disposed of by Seagate Ireland, the Borrower or any Subsidiary that is assumed by the purchaser of such Person in connection with such sale) exceeds the amount that is equal to 5% of Consolidated Total Assets as of the end of the fiscal year of Seagate Ireland (or, prior to the end of the first fiscal year of Seagate Ireland ending after the First Amendment Effective Date, Intermediate Holdings) most recently ended at or prior to such time.

(n)The definition of “Net Leverage Ratio” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and substituting in lieu thereof the following:

“Net Leverage Ratio” means, on any date, the ratio of (a) the excess of (i) Funded Indebtedness as of such date (excluding any refinancing or replacement Indebtedness incurred pursuant to Section 6.01(a)(ii) or Section 6.01(a)(iii) that is outstanding as of such date the Net Proceeds of which are held by the Administrative Agent on such date in an escrow account in accordance with the terms of such Section) over (ii) the sum of (A) the amount of cash held by Seagate Ireland, the Borrower or any Subsidiary and (B) the carrying value of Permitted Investments that would be reflected as cash or short-term investments on a consolidated balance sheet of Seagate Ireland on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of Seagate Ireland (or, prior to the end of the first four fiscal quarters of Seagate Ireland ending after the First Amendment Effective Date, Intermediate Holdings) ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of Seagate Ireland or Intermediate Holdings, as applicable, most recently ended prior to such date).

(o)The definition of “Permitted Obligation” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the definition in its entirety and substituting in lieu thereof the following:

“Permitted Obligation” means an obligation of Seagate Ireland, the Borrower or any Subsidiary (for purposes of this definition, a “Primary Obligor”) not constituting Indebtedness, provided (a) such obligation is entered into in the ordinary course of such Primary Obligor’s business, (b) any Guarantee of such obligation by Seagate Ireland or Intermediate Holdings or, in the case of any such obligation of Seagate Ireland or any Subsidiary, the Borrower, is given in the ordinary course of business of Seagate Ireland, Intermediate Holdings or the Borrower, as the case may be, and (c) any Guarantee of such obligation is reasonably consistent with the practices of Seagate Ireland, Intermediate Holdings and the Borrower and reasonably necessary to permit the Primary Obligor to incur such obligation.

(p)The definition of “Permitted Receivables Financing” set forth in Section 1.01 of

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the Credit Agreement is hereby amended by inserting the parenthetical “(other than Intermediate Holdings)” immediately after the first reference to the term “Subsidiary” therein.

(q)The definition of “Platinum Leases” set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the parenthetical “(other than Intermediate Holdings)” immediately after the first reference to the term “Subsidiary” therein.

(r)The definition of “Senior Notes Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting immediately before the “.” at the end thereof the phrase “or Seagate Ireland”.

3.Amendments to Articles II, III, V, VI, VII, VIII and IX. Article II, Article III (other than the lead-in to Article III and Sections 3.02, 3.04(a), 3.04(b), 3.06, 3.11, 3.12, 3.13 and 3.14 thereof), Article V (other than the lead-in to Article V, the lead-in and last paragraph to Section 5.02 and Sections 5.03(a) and 5.13(a) thereof), Article VI (other than the lead-ins to Article VI and Section 6.07 and Sections 6.01(a)(vii), 6.01(a)(ix), 6.01(b), 6.03, 6.04(p), 6.05(g), 6.07(e), 6.09, 6.12 and 6.13 thereof), Article VII (other than Sections 7.01(d) and 7.02 thereof), Article VIII and Article IX (other than Sections 9.02(a), 9.03(d), 9.04(b)(iv), 9.04(e), 9.04(h), 9.09(b), 9.09(c) and 9.09(d)) of the Credit Agreement shall each be amended by deleting each reference to the term “Intermediate Holdings” and substituting in lieu thereof the term “Seagate Ireland”.

4.Amendment Article III. (a) The lead-in to Article III is hereby amended by inserting immediately before the term “Intermediate Holdings” the phrase “Seagate Ireland,”.

(b)Section 3.02 of the Credit Agreement is hereby amended by inserting immediately before the term “Intermediate Holdings” the phrase “Seagate Ireland,”.

(c)Section 3.06 of the Credit Agreement is hereby amended by (i) inserting the phrase “Seagate Ireland,” immediately after the phrase “to the knowledge of” therein and (ii) replacing the second reference to the term “Intermediate Holdings” in such Section with the term “Seagate Ireland”.

(d)Section 3.11 of the Credit Agreement is hereby amended by inserting the phrase “Seagate Ireland,” immediately before each reference to the term “Intermediate Holdings” therein.

(e)Section 3.13 of the Credit Agreement is hereby amended by (i) inserting the phrase “Seagate Ireland,” immediately before the second reference to the term “Intermediate Holdings” therein and (ii) replacing the third reference to the term “Intermediate Holdings” therein with the term “Seagate Ireland”.

(f)Section 3.14 of the Credit Agreement is hereby amended by replacing the third, fourth, fifth, sixth and seventh references to the term “Intermediate Holdings” with the term “Seagate Ireland”.

5.Amendment to Section 4.02.  Section 4.02 of the Credit Agreement is hereby amended by inserting the term “Seagate Ireland,” immediately prior to the term “Intermediate Holdings” therein.

6.Amendments to Article V.  (a) The lead-in to Article V is hereby amended by inserting immediately before the term “Intermediate Holdings” the phrase “Seagate Ireland,”.

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(b)Paragraph (c) of Section 5.01 is hereby amended by inserting the phrase “Seagate Ireland,” immediately after the phrase “Material Acquisitions that have been consummated by” therein.

(c)The lead-in to Section 5.02 of the Credit Agreement is hereby amended by (i) inserting immediately before the term “Intermediate Holdings” the phrase “Seagate Ireland,” and (ii) inserting immediately before the phrase “Intermediate Holdings’s’” the phrase “Seagate Ireland’s,”.

(d)The last paragraph of Section 5.02 of the Credit Agreement is hereby amended by inserting immediately before the term “Intermediate Holdings” the phrase “Seagate Ireland,”.

(e)Section 5.03(a) of the Credit Agreement is hereby amended by inserting immediately before each reference in such Section to the term “Intermediate Holdings” the phrase “Seagate Ireland,”.

7.Amendments to Article VI.

(a)The lead-in to Article VI is hereby amended by inserting immediately before the term “Intermediate Holdings” the phrase “Seagate Ireland,”.

(b)Section 6.01(a)(vii) of the Credit Agreement is hereby amended by (i) deleting the first three references in such Section to the term “Intermediate Holdings” and substituting in lieu thereof the term “Seagate Ireland” and (ii) inserting immediately following the fourth reference to the term “Intermediate Holdings” in such Section the parenthetical “(in the case of Seagate Ireland)”.

(c)Section 6.01(a)(ix) of the Credit Agreement is hereby amended by deleting the second reference in such Section to the term “Intermediate Holdings” and substituting in lieu thereof the phrase “Seagate Ireland (or, prior to the end of the first fiscal quarter of Seagate Ireland ending after the First Amendment Effective Date, Intermediate Holdings)”.

(d)Section 6.01(b) of the Credit Agreement is hereby amended by (i) inserting immediately before the first reference to the term “Intermediate Holdings” the phrase “Seagate Ireland,” and (ii) deleting the second reference to the term Intermediate Holdings and substituting in lieu thereof the term “Seagate Ireland”.

(e)Section 6.03(a) of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following:

(a) None of Seagate Ireland, Intermediate Holdings or the Borrower will, and will not permit any of their respective subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with Seagate Ireland, Intermediate Holdings, the Borrower or any of their respective subsidiaries, or liquidate or dissolve, nor will Seagate Ireland, Intermediate Holdings or the Borrower sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of the Borrower and the Subsidiaries, taken as a whole (whether directly or through the sale, transfer, lease or other disposition of the assets of one or more Subsidiaries), except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any

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Person may merge with Seagate Ireland, Intermediate Holdings or the Borrower in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof, the District of Columbia, the Cayman Islands or, except in the case of the Borrower, Ireland and, if such surviving entity is not Seagate Ireland, Intermediate Holdings or the Borrower, as the case may be, such Person expressly assumes, in writing, all the obligations of Seagate Ireland, Intermediate Holdings or the Borrower, as the case may be, under the Loan Documents, (ii) any Person may merge into any Subsidiary (other than Intermediate Holdings) in a transaction in which the surviving entity is a Subsidiary (other than Intermediate Holdings) and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Subsidiary (other than Intermediate Holdings) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (iv) the transactions constituting the Irish Redomiciliation Transaction shall be permitted and (v) the Borrower may transfer its equity interests in Seagate Technology (US) Holdings, Inc. and Seagate Technology International to New Cayco, provided that New Cayco shall have become a Subsidiary Loan Party and shall have complied with the Collateral and Guarantee Requirement; provided that any such merger involving a Person that is not a wholly owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Sections 6.04 and 6.08.

(f)Section 6.03(b) of the Credit Agreement is hereby amended by inserting immediately before the first reference to the term “Intermediate Holdings” the phrase “Seagate Ireland,”.

(g)Section 6.04 of the Credit Agreement is hereby amended by (i) inserting the parenthetical “(other than Intermediate Holdings)” immediately after the term “Subsidiary” in clause (h) thereof, (ii) deleting the first and third references to the term “Intermediate Holdings” in clause (p) thereof and substituting in lieu thereof the term “Seagate Ireland”, (iii) deleting the second reference to the term “Intermediate Holdings” in clause (p) thereof and substituting in lieu thereof the phrase “Seagate Ireland (or, prior to the end of the first fiscal quarter of Seagate Ireland ending after the First Amendment Effective Date, Intermediate Holdings)”, (iv) deleting the “and” at the end of clause (p) thereof, (v) deleting the “.” at the end of clause (q) thereof and substituting in lieu thereof “; and” and (vi) inserting the following new clause (r):

(r) the transactions constituting the Irish Redomiciliation Transaction shall be permitted.

(h)Section 6.05 of the Credit Agreement is hereby amended by (i) deleting the first reference to the term “Intermediate Holdings” in clause (g) thereof and substituting in lieu thereof the term “Seagate Ireland”, (ii) deleting the second reference to the term “Intermediate Holdings” in clause (g) thereof and substituting in lieu thereof the phrase “Seagate Ireland (or, prior to the end of the first fiscal year of Seagate Ireland ending after the First Amendment Effective Date, Intermediate Holdings)”, (iii) deleting the “and” at the end of clause (j) thereof, (iv) deleting the “,” at the end of clause (k) thereof and substituting in lieu thereof “; and” and (v) inserting the following new clause (l):

(l) the transactions constituting the Irish Redomiciliation Transaction shall be permitted.

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(i)Section 6.07 of the Credit Agreement is hereby amended by (i) deleting the phrase “The Borrower will not, and Intermediate Holdings and the Borrower” in the lead-in thereto and substituting in lieu thereof the phrase “Each of Seagate Ireland and the Borrower will not, and”, (ii) inserting the parenthetical “(other than Intermediate Holdings, except to the extent that Intermediate Holdings is declaring and paying dividends or distributions to Seagate Ireland with the proceeds of any Restricted Payment made by the Borrower to Intermediate Holdings pursuant to, and in accordance with, clause (d) or (e) of this Section 6.07)” immediately after the text “Subsidiaries” in clause (b) thereof, (iii) deleting the “and” at the end of clause (d) thereof, (iv) deleting the “.” at the end of clause (e) thereof and substituting in lieu thereof “; and” and (v) inserting the following new clause (f):

(f) the Transactions constituting the Irish Redomiciliation Transaction shall be permitted.

(j)Section 6.08 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (d) thereof and substituting in lieu thereof a “,” and (ii) deleting the “.” at the end of clause (e) thereof and substituting in lieu thereof “and (f) the transactions constituting the Irish Redomiciliation Transaction shall be permitted”.

(k)Section 6.09 of the Credit Agreement is hereby amended by (i) replacing the phrase “Intermediate Holdings and the Borrower” in clause (a) thereof with the phrase “any Loan Party” and (ii) deleting each other reference to the term “Intermediate Holdings” in such section and substituting in lieu thereof the term “Seagate Ireland”.

(l)Section 6.10 of the Credit Agreement is hereby amended by inserting immediately before the “.” at the end thereof the parenthetical “(it being understood that any amendments or modifications made to the Senior Note Documents or the organizational documents of the Borrower for the sole purpose of permitting the Irish Redomiciliation Transaction, to the extent such amendments and modifications are consistent with the amendments and modifications made to this Agreement pursuant to the First Amendment, shall be deemed not to be materially adverse to the Lenders for purposes of this Section 6.10)”.

(m)Section 6.11 of the Credit Agreement is hereby amended by inserting after the phrase “four consecutive fiscal quarters” the phrase “of Seagate Ireland (or, prior to the end of the first four fiscal quarters of Seagate Ireland ending after the First Amendment Effective Date, Intermediate Holdings)”.

(n)Section 6.12 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following:

Section 6.12 Net Leverage Ratio.  Seagate Ireland will not permit the Net Leverage Ratio to exceed 1.50 to 1.00 as of the last day of any fiscal quarter of Seagate Ireland.

(o)Section 6.13 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following:

Section 6.13 Minimum Liquidity.  Seagate Ireland will not permit the Liquidity Amount to be less than $500,000,000 at any time.

(o)Section 6.14 of the Credit Agreement is hereby amended by inserting the

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parenthetical “(other than Intermediate Holdings)” immediately after the phrase “any Subsidiary” in the proviso thereto.

8.Amendments to Article VII. (a) Paragraph (d) of Section 7.01 is hereby amended by adding the phrase “Seagate Ireland,” immediately prior to each reference to the term “Intermediate Holdings” therein.

(b)Section 7.02 of the Credit Agreement is hereby amended by (i) inserting the parenthetical “(other than Intermediate Holdings)” immediately after the second reference to the term “Subsidiary” therein and (ii) deleting the term “Intermediate Holdings” and substituting in lieu thereof the phrase “Seagate Ireland (or, prior to the end of the first fiscal quarter of Seagate Ireland ending after the First Amendment Effective Date, Intermediate Holdings)”.

9.Amendments to Article IX.  (a)Paragraph (a) of Section 9.02 of the Credit Agreement is hereby amended by adding the phrase “Seagate Ireland,” immediately prior to each reference to the term “Intermediate Holdings” therein.

(b)Paragraph (d) of Section 9.03 of the Credit Agreement is hereby amended by (i) replacing the word “neither” therein with the phrase “none of Seagate Ireland,” and (ii) inserting the phrase “Seagate Ireland,” immediately prior to the second reference to the term “Intermediate Holdings” therein.

(c)Clause (iv) of paragraph (b) of Section 9.04 of the Credit Agreement is hereby amended by inserting the phrase “Seagate Ireland,” immediately before the term “Intermediate Holdings” therein.

(d)Paragraph (e) of Section 9.04 of the Credit Agreement is hereby amended by inserting the phrase “Seagate Ireland,” immediately before the term “Intermediate Holdings” in clause (iii) of the proviso to clause (i) thereof.

(e)Paragraph (h) of Section 9.04 of the Credit Agreement is hereby amended by inserting the phrase “Seagate Ireland,” immediately before the term “Intermediate Holdings” therein.

(f)Paragraphs (b), (c) and (d) of Section 9.09 of the Credit Agreement are hereby amended by inserting the phrase “Seagate Ireland,” immediately before each reference to the term “Intermediate Holdings” therein.

10.Waivers. (a) Notwithstanding anything to the contrary contained herein, the transfer by the Borrower of its equity interests in Seagate Technology (US) Holdings, Inc. and Seagate Technology International to New Cayco on or after the First Amendment Waiver Date (as defined in Section 12(a) below) shall not be deemed to violate Section 6.03(a) of the Credit Agreement, provided that New Cayco shall have become a Subsidiary Loan Party and shall have complied with the Collateral and Guarantee Requirement on or prior to the First Amendment Waiver Date.

(b)The breach of any provision of Sections 6.03, 6.04, 6.05, 6.07 or 6.08 of the Credit Agreement resulting from any of the transactions necessary to consummate the Transaction shall be waived to the extent, but only to the extent, necessary to consummate the Transaction.

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11.Agreements. Seagate Ireland hereby agrees that each fiscal quarter and the fiscal year of Seagate Ireland shall coincide with the respective fiscal quarter and the fiscal year of Intermediate Holdings, in each case in effect as of the date hereof.

12.Effectiveness. (a) The waiver set forth in Section 10(a) of this Amendment shall become effective on the first date (such date, the “First Amendment Waiver Date”) on which the following conditions precedent shall have been satisfied:

(i)Amendment.  The Administrative Agent shall have received this Amendment, duly executed and delivered by the Borrower, Seagate Ireland, Intermediate Holdings and the Required Lenders.

(ii)New Cayco Guarantee.  The Administrative Agent shall have received a supplement or joinder, as applicable, to each of the U.S. Security Agreement, the U.S. Pledge Agreement, the U.S. Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and the Intercreditor Agreement, in each case duly executed and delivered by New Cayco.

(iii)Collateral Security Documents.  The Administrative Agent shall have received (i) a first priority charge over shares under the laws of the Cayman Islands in favor of the Administrative Agent with respect to the pledge of shares of New Cayco held by the Borrower to secure the Obligations (the “New Cayco Pledge”), (ii) a first priority charge over shares under the laws of the Cayman Islands in favor of the Administrative Agent with respect to the pledge of shares of Seagate Technology International held by New Cayco to secure the Obligations, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that a charge over shares in the form of Exhibit D-2 to the Credit Agreement shall be deemed to be in a form satisfactory to the Administrative Agent) and (iii) a first priority deed of charge under the laws of the Cayman Islands in favor of the Administrative Agent, executed and delivered by New Cayco, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that a deed of charge in the form of Exhibit C-2 to the Credit Agreement shall be deemed to be in a form satisfactory to the Administrative Agent).

(iv)Corporate authority, etc. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (A) the organization or incorporation, existence and good standing of New Cayco and the authorization by New Cayco of the execution, delivery and performance of the Loan Documents to which New Cayco is to be a party and (B) the authorization by the Borrower of the execution, delivery and performance of this Amendment and the New Cayco Pledge, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(v)Representations and Warranties. The representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party shall be true and correct in all material respects on and as of the First Amendment Waiver Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(vi)No Default.  After giving effect to this Amendment (as in effect as of the First Amendment Waiver Date), no Default shall have occurred and be continuing.

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(vii)Opinion. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the First Amendment Waiver Date) of each of Simpson Thacher & Bartlett LLP and Maples and Calder, in each case covering such matters relating to New Cayco, the Borrower and the transactions contemplated hereby in connection therewith as the Administrative Agent shall reasonably request.

(viii)Expenses. The Administrative Agent shall have received payment of all expenses required to be paid or reimbursed by the Borrower pursuant to Section 18 hereof.

(b)The amendments set forth in Sections 2 through 10 (other than Section 10(a), which shall become effective in accordance with Section 12(a) above) of this Amendment shall become effective on the date of consummation of the Transaction and the receipt by the Administrative Agent of reasonably satisfactory evidence thereof (the “First Amendment Effective Date”), provided that the following conditions precedent shall have been satisfied on or prior to such date:

(i)Amendment.  The Administrative Agent shall have received this Amendment, duly executed and delivered by the Borrower, Seagate Ireland, Intermediate Holdings and the Required Lenders.

(ii)Seagate Ireland Guarantee.  The Administrative Agent shall have received a joinder to each of the U.S. Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and the Intercreditor Agreement, in each case duly executed and delivered by Seagate Ireland.

(iii)Collateral Security Documents.  The Administrative Agent shall have received (i) a first priority debenture under the laws of Ireland granting a Lien on substantially all of Seagate Ireland’s assets in favor of the Administrative Agent to secure the Obligations and (ii) a first priority charge over shares under the laws of the Cayman Islands in favor of the Administrative Agent with respect to the pledge of shares of Intermediate Holdings held by Seagate Ireland to secure the Obligations, in each case in form and substance reasonably satisfactory to the Administrative Agent (it being understood that, in the case of clause (ii), a charge over shares in the form of Exhibit D-2 to the Credit Agreement shall be deemed to be in a form satisfactory to the Administrative Agent).

(iv)Corporate authority, etc. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization or incorporation, existence and good standing of Seagate Ireland and the authorization by Seagate Ireland, Intermediate Holdings and the Borrower of the execution, delivery and performance of this Amendment and, in the case of Seagate Ireland, the other Loan Documents to which Seagate Ireland is to be a party, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(v)Representations and Warranties. The representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party shall be true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in

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which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(vi)No Default.  After giving effect to this Amendment (as in effect as of the First Amendment Effective Date), no Default shall have occurred and be continuing.

(vii)Fees; Expenses. The Administrative Agent shall have received payment of (i) the Amendment Fee (as defined in Section 14 hereof) and (ii) all expenses required to be paid or reimbursed by the Borrower pursuant to Section 18 hereof.

(viii)Opinion. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated on or prior to the First Amendment Effective Date) of each of Simpson Thacher & Bartlett LLP, Maples and Calder, and Arthur Cox, in each case covering such matters relating to Seagate Ireland, the Transaction and the other transactions contemplated hereby in connection therewith as the Administrative Agent shall reasonably request.

13.Representation and Warranty.  Each of Seagate Ireland, Intermediate Holdings and the Borrower represents and warrants to the Administrative Agent and to each of the Lenders that this Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of Seagate Ireland, Intermediate Holdings and the Borrower, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity and an implied covenant of good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.

14.Amendment Fee.  In consideration of the agreements of the Lenders contained in this Amendment, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers an executed counterpart of this Amendment prior to 5:00 p.m., New York City time, on March 1, 2010, an amendment fee (the “Amendment Fee”) in an amount equal to 0.05% of the sum of such Lender’s (a) unused Commitment and (b) Revolving Exposure, in each case immediately prior to the First Amendment Effective Date; provided that such Amendment Fee shall not be payable unless and until this Amendment becomes effective as provided in Section 12(b) hereof.

15.Continuing Effect of the Credit Agreement.  This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of Seagate Ireland, Intermediate Holdings or the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent.  Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.  After the effectiveness of this Amendment, any reference in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as modified hereby.  This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

16.Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or Adobe .pdf shall be effective as delivery of a manually executed counterpart of this Amendment.

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17.GOVERNING LAW.  (a) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(b)EACH PARTY HERETO AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

18.Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed in connection herewith, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative Agent.

19.Seagate Ireland.  By executing this Amendment, upon the First Amendment Effective Date, Seagate Ireland shall become a party to the Credit Agreement with such force and effect as if Seagate Ireland were an original signatory to the Credit Agreement.

20.Headings.  The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

SEAGATE TECHNOLOGY PLC
By:	/s/ Kenneth M. Massaroni
	Name: Kenneth M. Massaroni
	Title: Director
SEAGATE TECHNOLOGY
By:	/s/ Kenneth M. Massaroni
	Name: Kenneth M. Massaroni
	Title: Senior Vice President, Secretary & General Counsel
SEAGATE TECHNOLOGY HDD HOLDINGS
By:	/s/ Kenneth M. Massaroni
	Name: Kenneth M. Massaroni
	Title: Director

[Signature Page to First Amendment and Waiver to the Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By:	/s/ Sharon Bazbaz
	Name: Sharon Bazbaz
	Title: Vice President

[Signature Page to First Amendment and Waiver to the Credit Agreement]

Bank of America N.A.
as a Lender
By:	/s/ Sugeet Manchanda Madan
	Name:	Sugeet Manchanda Madan
	Title:	Senior Vice President

Fifth Third Bank,
as a Lender
By:	/s/ Gary S. Losey
	Name:	Gary S. Losey
	Title:	VP Corporate Banking

KeyBank National Association,
as a Lender
By:	/s/ Raed Alfayoumi
	Name:	Raed Alfayoumi
	Title:	Vice President

The Bank of Nova Scotia,
as a Lender
By:	/s/ Teresa Wu
	Name:	Teresa Wu
	Title:	Director

Wachovia Bank, National Association,
as a Lender
By:	/s/ Tray Jones
	Name:	Tray Jones
	Title:	Vice President

MORGAN STANLEY BANK, N.A.,
as a Lender
By:	/s/ Ryan Vetsch
	Name:	Ryan Vetsch
	Title:	Authorized Signatory

Mizuho Corporate Bank, Ltd.,
as a Lender
By:	/s/ Raymond Ventura
	Name:	Raymond Ventura
	Title:	Deputy General Manager

GOLDMAN SACHS CREDIT PARTNERS, LP, as a Lender
By:	/s/ John Makrinos
	Name:	John Makrinos
	Title:	Authorized Signatory

BNP Paribas,
as a Lender
By:	/s/ Mathew Harvey
	Name:	Mathew Harvey
	Title:	Managing Director
By:	/s/ Mary-Ann Wong
	Name:	Mary-Ann Wong
	Title:	Vice President

The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
as a Lender
By:	/s/ Victor Pierzchalski
	Name:	Victor Pierzchalski
	Title:	Authorized Signatory

EX-10.2

Exhibit 10.2

FIRST SUPPLEMENTAL INDENTURE

dated as of March 1, 2010

among

SEAGATE TECHNOLOGY INTERNATIONAL,

SEAGATE HDD CAYMAN

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee

10.00% Senior Secured Second-Priority Notes due 2014

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of March 1, 2010, among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”), SEAGATE HDD CAYMAN, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Undersigned”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of May 1, 2009 (the “Indenture”), relating to the Issuer’s 10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause certain entities to provide Guaranties in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this First Supplemental Indenture hereby agree as follows:

Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2.  The Undersigned, by its execution of this First Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 3.  This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.  This First Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.  This First Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this First Supplemental Indenture will henceforth be read together.

Section 6.  The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

[Signature Page Follows]

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

SEAGATE TECHNOLOGY INTERNATIONAL, as Issuer
By:	/s/ Kenneth M. Massaroni
	Name: Kenneth M. Massaroni
	Title: Director
SEAGATE HDD CAYMAN
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

[Signature Page to First Supplemental Indenture]

EX-10.3

Exhibit 10.3

SECOND SUPPLEMENTAL INDENTURE

dated as of March 1, 2010

among

SEAGATE TECHNOLOGY INTERNATIONAL,

SEAGATE TECHNOLOGY PLC

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee

10.00% Senior Secured Second-Priority Notes due 2014

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of March 1, 2010, among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”), SEAGATE TECHNOLOGY PLC, a public limited company incorporated under the laws of Ireland (the “Undersigned”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of May 1, 2009 (the “Indenture”), relating to the Issuer’s 10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”);

WHEREAS, Seagate HDD Cayman, an exempted limited liability company incorporated under the laws of the Cayman Islands (“New Cayco”), became a Guarantor under the Indenture pursuant to a supplemental indenture, dated as of the date hereof (the “First Supplemental Indenture”), among the Issuer, New Cayco and the Trustee;

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause certain entities to provide Guaranties in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Second Supplemental Indenture hereby agree as follows:

Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2.  The Undersigned, by its execution of this Second Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 3.  This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.  This Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.  This Second Supplemental Indenture is an amendment supplemental to the Indenture and the First Supplemental Indenture, and the Indenture, the First Supplemental Indenture and this Second Supplemental Indenture will henceforth be read together.

Section 6.  The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

[Signature Page Follows]

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

SEAGATE TECHNOLOGY INTERNATIONAL, as Issuer
By:	/s/ Kenneth M. Massaroni
	Name: Kenneth M. Massaroni
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Maddy Hall
	Name: Maddy Hall
	Title: Vice President

[Signature Page to Second Supplemental Indenture]

GIVEN under the Common Seal of
SEAGATE TECHNOLOGY PLC
as a Guarantor

in the presence of:

/s/ Kenneth M. Massaroni

KENNETH M. MASSARONI

DIRECTOR

/s/ Patrick J. O’Malley III

PATRICK J. O’MALLEY III

DIRECTOR

Witness signature:	/s/ Demetrios N. Mavrikis
Name: Demetrios N. Mavrikis
Address: 920 Disc Dr, Scotts Valley, CA 95066
Occupation: Executive Assistant

[Signature Page to Second Supplemental Indenture]

EX-10.4

Exhibit 10.4

SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the U.S. Guarantee Agreement dated as of April 29, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each of the subsidiaries of the Borrower from time to time party thereto (each such subsidiary, the Borrower and Intermediate Holdings, individually, a “Guarantor” and, collectively,  the  “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

A.  Reference is made to the Second Amended and Restated Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Intermediate Holdings, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the other agents party thereto.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the U.S. Guarantee Agreement and the Credit Agreement.

C.  The Guarantors have entered into the U.S. Guarantee Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 5.12 of the Credit Agreement and the Collateral and Guarantee Requirement, certain Subsidiaries formed or acquired after the Second Restatement Effective Date are required to execute a Guarantee Agreement.  Section 20 of the U.S. Guarantee Agreement provides that additional Subsidiaries may become Guarantors under the U.S. Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the U.S. Guarantee Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1.  In accordance with Section 20 of the U.S. Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor under the U.S. Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the U.S. Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are

true and correct on and as of the date hereof, except to the extent a representation and warranty expressly relates solely to a specific date, in which case such representation and warranty shall be true and correct on such date.  Each reference to a “Guarantor” in the U.S. Guarantee Agreement shall be deemed to include the New Guarantor.  The U.S. Guarantee Agreement is hereby incorporated herein by reference.  Notwithstanding the foregoing, the guarantees and indemnities given by the New Guarantor by virtue of its entry into this Supplement shall only apply to the extent that the parties whose obligations are guaranteed under the U.S. Guarantee Agreement are subsidiaries of the New Guarantor or subsidiaries of the holding company of the New Guarantor or a holding company of the New Guarantor.  For purposes of this Section 1, the terms “holding company” and “subsidiary” shall be construed in accordance with Section 155 of the Companies Act 1963 (as amended) (Ireland).

SECTION 2.  The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.

SECTION 4.  Except as expressly supplemented hereby, the U.S. Guarantee Agreement shall remain in full force and effect.

SECTION 5.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the U.S. Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.  All communications and notices hereunder shall be in writing and given as provided in Section 14 of the U.S. Guarantee Agreement.  All communications

2

and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower.

SECTION 8.  The New Guarantor agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent (but subject to Section 9.03(a) of the Credit Agreement).

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the U.S. Guarantee Agreement as of the day and year first above written.

GIVEN under the Common Seal of

SEAGATE TECHNOLOGY PLC

in the presence of:

/s/ Kenneth M. Massaroni

Kenneth M. Massaroni

DIRECTOR

/s/ Patrick J. O’Malley III

Patrick J. O’Malley III

DIRECTOR

Address:

920 Disc Drive

Scotts Valley, California 95066

Witness signature:	/s/ Saralyn D. Brown
Name: Saralyn D. Brown
Address: 920 Disc Drive, Scotts Valley, CA 95066
Occupation: Executive Assistant

[Signature Page to Supplement No. 1 to the U.S. Guarantee Agreement]

JPMORGAN CHASE BANK, N.A., as
Administrative Agent,
by
	/s/ Sharon Bazbaz
	Name: Sharon Bazbaz
	Title: Vice President

[Signature Page to Supplement No. 1 to the U.S. Guarantee Agreement]

EX-10.5

Exhibit 10.5

SUPPLEMENT NO. 2 dated as of March 1, 2010 (this “Supplement”), to the U.S. Guarantee Agreement dated as of April 29, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each of the subsidiaries of the Borrower from time to time party thereto (each such subsidiary, the Borrower and Intermediate Holdings, individually, a “Guarantor” and, collectively, the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

A.  Reference is made to the Second Amended and Restated Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Intermediate Holdings, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the other agents party thereto.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the U.S. Guarantee Agreement and the Credit Agreement.

C.  The Guarantors have entered into the U.S. Guarantee Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 5.12 of the Credit Agreement and the Collateral and Guarantee Requirement, certain Subsidiaries formed or acquired after the Second Restatement Effective Date are required to execute a Guarantee Agreement.  Section 20 of the U.S. Guarantee Agreement provides that additional Subsidiaries may become Guarantors under the U.S. Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the U.S. Guarantee Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1.  In accordance with Section 20 of the U.S. Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor under the U.S. Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the U.S. Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof, except to the extent a representation and warranty expressly relates solely to a specific date, in which case such representation and warranty shall be true and correct on such date.  Each reference to a “Guarantor” in the U.S. Guarantee Agreement shall

be deemed to include the New Guarantor.  The U.S. Guarantee Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.

SECTION 4.  Except as expressly supplemented hereby, the U.S. Guarantee Agreement shall remain in full force and effect.

SECTION 5.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the U.S. Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.  All communications and notices hereunder shall be in writing and given as provided in Section 14 of the U.S. Guarantee Agreement.  All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower.

SECTION 8.  The New Guarantor agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent (but subject to Section 9.03(a) of the Credit Agreement).

[Signature Pages Follow]

2

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the U.S. Guarantee Agreement as of the day and year first above written.

SEAGATE HDD CAYMAN,
by
	/s/ Kenneth M. Massaroni
	Name:	Kenneth M. Massaroni
	Title:	Director
	Address:
	920 Disc Drive
	Scotts Valley, California 95066

[Signature Page to Supplement No. 2 to the U.S. Guarantee Agreement]

JPMORGAN CHASE BANK, N.A., as
Administrative Agent,
by
	/s/ Sharon Bazbaz
	Name:	Sharon Bazbaz
	Title:	Vice President

[Signature Page to Supplement No. 2 to the U.S. Guarantee Agreement]

EX-10.6

Exhibit 10.6

SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the U.S. Security Agreement dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time the “U.S. Security Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually, a “Subsidiary” and, collectively, the “Subsidiaries” and together with the Borrower, the “Grantors”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

A.  Reference is made to (a) the Second Amended and Restated Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Intermediate Holdings, the Borrower, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the other agents party thereto, and (b) the U.S. Guarantee Agreement dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among the Guarantors (as defined therein) and the Administrative Agent.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the U.S. Security Agreement and the Credit Agreement.

C.  The Grantors have entered into the U.S. Security Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 5.12 of the Credit Agreement and the Collateral and Guarantee Requirement, (a) each Subsidiary that is a U.S. Loan Party that is formed or acquired after the Second Restatement Effective Date and (b) each other Loan Party that is formed or acquired after the Second Restatement Effective Date that owns property in the United States that would constitute Collateral if such Loan Party were a party thereto, in each case is required to enter into the U.S. Security Agreement as a Grantor upon becoming a Subsidiary Loan Party.  Section 7.15 of the U.S. Security Agreement provides that such Subsidiaries may become Grantors under the U.S. Security Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the U.S. Security Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Grantor agree as follows:

SECTION 1.  In accordance with Section 7.15 of the U.S. Security Agreement, the New Grantor by its signature below becomes a Grantor under the U.S. Security

Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the U.S. Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof except to the extent a representation and warranty expressly relates solely to a specific date, in which case such representation and warranty shall be true and correct on such date.  In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Obligations (as defined in the U.S. Security Agreement), does hereby create and grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Grantor’s right, title and interest in and to the Collateral of the New Grantor.  Each reference to a “Grantor” in the U.S. Security Agreement shall be deemed to include the New Grantor.  The U.S. Security Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Grantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the Administrative Agent.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  The New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Grantor and (b) set forth under its signature hereto, is the true and correct location of the chief executive office of the New Grantor.

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

SECTION 6.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the U.S. Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties

2

hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.  All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the U.S. Security Agreement.  All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower.

SECTION 9.  The New Grantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the New Grantor and the Administrative Agent have duly executed this Supplement to the U.S. Security Agreement as of the day and year first above written.

SEAGATE HDD CAYMAN,
by
	/s/ Kenneth M. Massaroni
	Name:	Kenneth M. Massaroni
	Title:	Director
	Address:
	920 Disc Drive
	Scotts Valley, California 95066

[Signature Page to Supplement No. 1 to the U.S. Security Agreement]

JPMORGAN CHASE BANK, N.A., as
Administrative Agent,
by
	/s/ Sharon Bazbaz
	Name:	Sharon Bazbaz
	Title:	Vice President

[Signature Page to Supplement No. 1 to the U.S. Security Agreement]

Schedule I to Supplement No. 1
to the U.S. Security Agreement

LOCATION OF COLLATERAL

Description	Location
None.

EX-10.7

Exhibit 10.7

SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the Second Lien U.S. Security Agreement dated as of May 1, 2009 (as amended, supplemented or otherwise modified from time to time the “Second Lien U.S. Security Agreement”), among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”), SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands, as guarantor (the “Company”), the other Guarantors (as defined in the Indenture referred to below) listed on Schedule I thereto (each such Guarantor together with the Issuer and the Company, the “Grantors” and each a “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Indenture referred to below).

A.  Reference is made to (a) the Indenture, dated as of May 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuer, the Company, the other Guarantors from time to time party thereto (collectively, the “Guarantors” and, together with the Issuer, the “Notes Parties”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), pursuant to which the Issuer issued 10.00% Senior Secured Second-Priority Notes due 2014 (collectively, the “Notes”) and (b) the Intercreditor Agreement, dated as of May 1, 2009 (as amended, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), among the Issuer, the Company, the other Guarantors named therein, the Collateral Agent and JPMorgan Chase Bank, N.A., as administrative agent under the Senior Credit Facility (as defined in the Indenture).

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

C.  The Grantors have entered into the Second Lien U.S. Security Agreement in order to induce the Initial Purchasers to purchase the Notes.  Pursuant to Article 11 of the Indenture and the Collateral Requirement, (a) each Subsidiary of the Company that is formed or acquired after the Issue Date that is (or is required to become pursuant to the Indenture) a U.S. Guarantor and (b) each other Notes Party that is formed or acquired after the Issue Date that owns property that would constitute Collateral if such Notes Party were a party thereto, in each case is required to enter into the Second Lien U.S. Security Agreement as a Grantor upon becoming a Guarantor.  Section 7.15 of the Second Lien U.S. Security Agreement provides that such Subsidiaries may become Grantors under the Second Lien U.S. Security Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Indenture to become a Grantor under the Second Lien U.S. Security Agreement to induce the Noteholders to give their consent hereto and as consideration for the Notes previously issued.

Accordingly, the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), and the New Grantor agree as follows:

SECTION 1.  In accordance with Section 7.15 of the Second Lien U.S. Security Agreement, the New Grantor by its signature below becomes a Grantor under the Second Lien U.S. Security Agreement with the same force and effect as if originally named therein as a

Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Second Lien U.S. Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof except to the extent a representation and warranty expressly relates solely to a specific date, in which case such representation and warranty shall be true and correct on such date.  In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Grantor’s right, title and interest in and to the Collateral of the New Grantor.  Each reference to a “Grantor” in the Second Lien U.S. Security Agreement shall be deemed to include the New Grantor.  The Second Lien U.S. Security Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the Collateral Agent.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  The New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Grantor and (b) set forth under its signature hereto, is the true and correct location of the chief executive office of the New Grantor.

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

SECTION 6.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Second Lien U.S. Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 8.  All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Second Lien U.S. Security Agreement.  All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature below, with a copy to the Issuer.

SECTION 9.  The New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this Supplement to the Second Lien U.S. Security Agreement as of the day and year first above written.

SEAGATE HDD CAYMAN
by
	/s/ Kenneth M. Massaroni
	Name:	Kenneth M. Massaroni
	Title:	Director
	Address:	920 Disc Drive
		Scotts Valley, California 95066
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
by
	/s/ Maddy Hall
	Name:	Maddy Hall
	Title:	Vice President

[Signature Page to Supplement No. 1 to the Second Lien U.S. Security Agreement]

Schedule I to Supplement No. 1
to the Second Lien U.S. Security Agreement

LOCATION OF COLLATERAL

Description	Location
None.

EX-10.8

Exhibit 10.8

SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the Indemnity, Subrogation and Contribution Agreement dated as of April 29, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Indemnity, Subrogation and Contribution Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary, the Borrower and Intermediate Holdings, individually, a “Guarantor” and, collectively, the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

A.  Reference is made to (a) the Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Intermediate Holdings, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the other agents party thereto, and (b) the U.S. Guarantee Agreement dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among the Guarantors (as defined therein) and the Administrative Agent.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indemnity, Subrogation and Contribution Agreement and the Credit Agreement.

C.  The Borrower, Intermediate Holdings and the other Guarantors have entered into the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 5.12 of the Credit Agreement and the Collateral and Guarantee Requirement, each Subsidiary Loan Party that is formed or acquired after the Second Restatement Effective Date and that is required to execute the U.S. Guarantee Agreement is required to execute the Indemnity, Subrogation and Contribution Agreement.  Section 12 of the Indemnity, Subrogation and Contribution Agreement provides that additional Subsidiaries may become Guarantors under the Indemnity, Subrogation and Contribution Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1.  In accordance with Section 12 of the Indemnity, Subrogation and Contribution Agreement, the New Guarantor by its signature below becomes a Guarantor

under the Indemnity, Subrogation and Contribution Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the Indemnity, Subrogation and Contribution Agreement applicable to it as a Guarantor thereunder.  Each reference to a “Guarantor” in the Indemnity, Subrogation and Contribution Agreement shall be deemed to include the New Guarantor.  The Indemnity, Subrogation and Contribution Agreement is hereby incorporated herein by reference.  Notwithstanding the foregoing, the guarantees and indemnities given by the New Guarantor by virtue of its entry into this Supplement shall only apply to the extent that the parties whose obligations are guaranteed under the U.S. Guarantee Agreement are subsidiaries of the New Guarantor or subsidiaries of the holding company of the New Guarantor or a holding company of the New Guarantor.  For purposes of this Section 1, the terms “holding company” and “subsidiary” shall be construed in accordance with Section 155 of the Companies Act 1963 (as amended) (Ireland).

SECTION 2.  The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  Except as expressly supplemented hereby, the Indemnity, Subrogation and Contribution Agreement shall remain in full force and effect.

SECTION 5.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 6.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Indemnity, Subrogation and Contribution Agreement shall not in any way be affected or impaired (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 7.  All communications and notices hereunder shall be in writing and given as provided in Section 7 of the Indemnity, Subrogation and Contribution Agreement.  All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower.

SECTION 8.  The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent (but subject to Section 9.03(a) of the Credit Agreement).

[Signature Pages Follow]

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IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the Indemnity, Subrogation and Contribution Agreement as of the day and year first above written.

GIVEN under the Common Seal of
SEAGATE TECHNOLOGY PLC
in the presence of:
		/s/ Kenneth M. Massaroni
		Kenneth M. Massaroni
		DIRECTOR
		/s/ Patrick J. O’Malley III
		Patrick J. O’Malley III
		DIRECTOR
		Address:
		920 Disc Drive
		Scotts Valley, California 95066
Witness signature:	/s/ Saralyn D. Brown
Name: Saralyn D. Brown
Address: 920 Disc Drive, Scotts Valley, CA 95066
Occupation: Executive Assistant

[Signature Page to Supplement No. 1 to the Indemnity, Subrogation and Contribution Agreement]

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
	by
		/s/ Sharon Bazbaz
		Name:	Sharon Bazbaz
		Title:	Vice President

[Signature Page to Supplement No. 1 to the Indemnity, Subrogation and Contribution Agreement]

EX-10.9

Exhibit 10.9

SUPPLEMENT NO. 2 dated as of March 1, 2010 (this “Supplement”), to the Indemnity, Subrogation and Contribution Agreement dated as of April 29, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Indemnity, Subrogation and Contribution Agreement”), among SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary, the Borrower and Intermediate Holdings, individually, a “Guarantor” and, collectively, the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

A.  Reference is made to (a) the Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Intermediate Holdings, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the other agents party thereto, and (b) the U.S. Guarantee Agreement dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among the Guarantors (as defined therein) and the Administrative Agent.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indemnity, Subrogation and Contribution Agreement and the Credit Agreement.

C.  The Borrower, Intermediate Holdings and the other Guarantors have entered into the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 5.12 of the Credit Agreement and the Collateral and Guarantee Requirement, each Subsidiary Loan Party that is formed or acquired after the Second Restatement Effective Date and that is required to execute the U.S. Guarantee Agreement is required to execute the Indemnity, Subrogation and Contribution Agreement.  Section 12 of the Indemnity, Subrogation and Contribution Agreement provides that additional Subsidiaries may become Guarantors under the Indemnity, Subrogation and Contribution Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1.  In accordance with Section 12 of the Indemnity, Subrogation and Contribution Agreement, the New Guarantor by its signature below becomes a Guarantor

under the Indemnity, Subrogation and Contribution Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the Indemnity, Subrogation and Contribution Agreement applicable to it as a Guarantor thereunder.  Each reference to a “Guarantor” in the Indemnity, Subrogation and Contribution Agreement shall be deemed to include the New Guarantor.  The Indemnity, Subrogation and Contribution Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  Except as expressly supplemented hereby, the Indemnity, Subrogation and Contribution Agreement shall remain in full force and effect.

SECTION 5.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 6.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Indemnity, Subrogation and Contribution Agreement shall not in any way be affected or impaired (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.  All communications and notices hereunder shall be in writing and given as provided in Section 7 of the Indemnity, Subrogation and Contribution Agreement.  All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower.

SECTION 8.  The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including

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the reasonable fees, other charges and disbursements of counsel for the Administrative Agent (but subject to Section 9.03(a) of the Credit Agreement).

[Signature Pages Follow]

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IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the Indemnity, Subrogation and Contribution Agreement as of the day and year first above written.

SEAGATE HDD CAYMAN,
	by
		/s/ Kenneth M. Massaroni
		Name:	Kenneth M. Massaroni
		Title:	Director
		Address:
		920 Disc Drive
		Scotts Valley, California 95066

[Signature Page to Supplement No. 2 to the Indemnity, Subrogation and Contribution Agreement]

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
	by
		/s/ Sharon Bazbaz
		Name:	Sharon Bazbaz
		Title:	Vice President

[Signature Page to Supplement No. 2 to the Indemnity, Subrogation and Contribution Agreement]

EX-10.10

Exhibit 10.10

SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the U.S. PLEDGE AGREEMENT dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “U.S. Pledge Agreement”), among SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands (“Intermediate Holdings”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Borrower, Intermediate Holdings and the Subsidiary Pledgors are referred to herein individually as a “Pledgor” and collectively as the “Pledgors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

A.  Reference is made to (a) the Second Amended and Restated Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Intermediate Holdings, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the other agents party thereto, and (b) the U.S. Guarantee Agreement dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “U.S. Guarantee Agreement”), among the Guarantors (as defined therein) and the Administrative Agent.

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

C.  The Pledgors have entered into the U.S. Pledge Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 5.12 of the Credit Agreement and the Collateral and Guarantee Requirement, (a) each Subsidiary that is a U.S. Loan Party that is formed or acquired after the Second Restatement Effective Date and (b) each other Loan Party that is formed or acquired after the Second Restatement Effective Date that owns Equity Interests in a Subsidiary that is organized under the laws of the United States of America (including any State thereof and the District of Columbia) that would constitute Collateral if such Loan Party were a party thereto, in each case is required to enter into the U.S. Pledge Agreement as a Subsidiary Pledgor upon becoming a Subsidiary Loan Party.  Section 25 of the U.S. Pledge Agreement provides that such Subsidiaries may become Subsidiary Pledgors under the U.S. Pledge Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Pledgor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Pledgor under the U.S. Pledge Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

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

SECTION 1.  In accordance with Section 25 of the U.S. Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the U.S. Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby agrees (a) to all the terms and provisions of the U.S. Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof except to the extent a representation and warranty expressly relates solely to a specific date, in which case such representation and warranty shall be true and correct on such date. In furtherance of the foregoing, the New Pledgor, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Pledgor’s right, title and interest in and to the Collateral (as defined in the U.S. Pledge Agreement) of the New Pledgor.  Each reference to a “Subsidiary Pledgor” or a “Pledgor” in the U.S. Pledge Agreement shall be deemed to include the New Pledgor.  The U.S. Pledge Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Pledgor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Administrative Agent.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  The New Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities.

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

SECTION 6.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of

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the remaining provisions contained herein and in the U.S. Pledge Agreement shall not in any way be affected or impaired (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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

SECTION 9.  The New Pledgor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the New Pledgor and the Administrative Agent have duly executed this Supplement to the U.S. Pledge Agreement as of the day and year first above written.

SEAGATE HDD CAYMAN,
by	/s/ Kenneth M. Massaroni
	Name: Kenneth M. Massaroni
	Title:   Director
	Address:
	920 Disc Drive
	Scotts Valley, California 95066

[Signature Page to Supplement No. 1 to the U.S. Pledge Agreement]

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
by	/s/ Sharon Bazbaz
	Name: Sharon Bazbaz
	Title:  Vice President

[Signature Page to Supplement No. 1 to the U.S. Pledge Agreement]

Schedule I to

Supplement No. 1

to the U.S. Pledge Agreement

Pledged Securities of the New Pledgor

CAPITAL STOCK OR OTHER EQUITY INTERESTS

Issuer	Number of Certificate(1)	Registered Owner	Number and Class of Shares or Other Equity Interests	Percentage of Shares or Other Equity Interests
Seagate Technology International	21	Seagate HDD Cayman	6,441 Class A	100%
Seagate Technology (US) Holdings, Inc.	3	Seagate HDD Cayman	200 Common	100%

DEBT SECURITIES

Supplement No. 1 dated as of March 1, 2010 to the Global Intercompany Note dated as of April 29, 2009 among Intermediate Holdings, the Borrower and each of the Intercompany Lenders and Intercompany Debtors party thereto.

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

Supplement to Schedule II

to the U.S. Pledge Agreement

Issuer	Number of Certificate	Registered Owner	Number and Class of Shares or Other Equity Interests	Percentage of Shares or Other Equity Interests
Seagate HDD Cayman	1	Seagate Technology HDD Holdings	100 Common	100%

EX-10.11

Exhibit 10.11

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

A.  Reference is made to (a) the Indenture, dated as of May 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Seagate Technology International, an exempted limited liability company organized under the laws of the Cayman Islands and a Subsidiary (as defined in the Indenture) of the Company (the “Issuer”), the Company, the other Guarantors from time to time party thereto (collectively, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), pursuant to which the Issuer issued 10.00% Senior Secured Second-Priority Notes due 2014 (collectively, the “Notes”), (b) the Intercreditor Agreement, dated as of May 1, 2009 (as amended, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), among the Issuer, Seagate Technology HDD Holdings, an exempted limited liability company organized under the laws of the Cayman Islands (“Seagate HDD”), the other Guarantors named therein, the Collateral Agent and JPMorgan Chase Bank, N.A., as administrative agent under the Senior Credit Facility (as defined in the Indenture) and (c) the Second Lien U.S. Security Agreement, dated as of May 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Second Lien U.S. Security Agreement”), among the Issuer, the Company, the other Guarantors from time to time party thereto and the Collateral Agent.

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

C.  The Pledgors have entered into the Second Lien U.S. Pledge Agreement in order to induce the Initial Purchasers to purchase the Notes.  Pursuant to Article 11 of the Indenture and the Collateral Requirement, (a) each U.S. Notes Party that is formed or acquired after the Issue Date and (b) each other Notes Party that is organized under the laws of the United States of America (including any State thereof and the District of Columbia) that would constitute Collateral if such Notes Party were a party thereto, in each case is required to enter into the Second Lien U.S. Pledge Agreement as a Pledgor

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

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

SECTION 1.  In accordance with Section 25 of the Second Lien U.S. Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Second Lien U.S. Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby agrees (a) to all the terms and provisions of the Second Lien U.S. Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof except to the extent a representation and warranty expressly relates solely to a specific date, in which case such representation and warranty shall be true and correct on such date.  In furtherance of the foregoing, the New Pledgor, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Pledgor’s right, title and interest in and to the Collateral (as defined in the Second Lien U.S. Pledge Agreement) of the New Pledgor.  Each reference to a “Subsidiary Pledgor” or a “Pledgor” in the Second Lien U.S. Pledge Agreement shall be deemed to include the New Pledgor.  The Second Lien U.S. Pledge Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Collateral Agent.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  The New Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities.

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

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SECTION 6.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Second Lien U.S. Pledge Agreement shall not in any way be affected or impaired (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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

SECTION 9.  The New Pledgor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly executed this Supplement to the Second Lien U.S. Pledge Agreement as of the day and year first above written.

SEAGATE HDD CAYMAN
by	/s/ Kenneth M. Massaroni
	Name: Kenneth M. Massaroni
	Title: Director
	Address: 920 Disc Drive
	Scotts Valley, California 95066
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
by	/s/ Maddy Hall
	Name: Maddy Hall
	Title: Vice President

[Signature Page to Supplement No. 1 to the Second Lien U.S. Pledge Agreement]

Schedule I to

Supplement No. 1

to the Second Lien U.S. Pledge Agreement

Pledged Securities of the New Pledgor

CAPITAL STOCK OR OTHER EQUITY INTERESTS

Issuer	Number of Certificate(1)	Registered Owner	Number and Class of Shares or Other Equity Interests	Percentage of Shares or Other Equity Interests
Seagate Technology International	21	Seagate HDD Cayman	6,441 Class A	100%
Seagate Technology (US) Holdings, Inc.	3	Seagate HDD Cayman	200 Common	100%

DEBT SECURITIES

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

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

Supplement to Schedule II to

the Second Lien U.S. Pledge Agreement

Issuer	Number of Certificate	Registered Owner	Number and Class of Shares or Other Equity Interests	Percentage of Shares or Other Equity Interests
Seagate HDD Cayman	1	Seagate Technology HDD Holdings	100 Common	100%

EX-10.12

Exhibit 10.12

SUPPLEMENT NO. 1 dated as of March 1, 2010 (this “Supplement”), to the Intercreditor Agreement dated as of May 1, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands  (the “Issuer”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent for the First Priority Secured Parties (in such capacity, the “First Priority Representative”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Second Priority Secured Parties (in such capacity, the “Second Priority Representative”).

A.  Reference is made to (a) the Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Seagate Technology, the lenders from time to time party thereto (the “Lenders”), JPMCB, as Administrative Agent, and the other agents party thereto and (b) the Indenture dated as of May 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuer, Seagate Technology, the Borrower, each subsidiary of the Borrower from time to time party thereto and the Second Priority Representative.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement and the Credit Agreement.

C.  The Borrower, the Issuer and the other Loan Parties have entered into the Intercreditor Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 9.12 of the Intercreditor Agreement, each Subsidiary that is formed or acquired after the date of the Intercreditor Agreement, and that executes a Security Document, is required to execute the Intercreditor Agreement.  Section 9.12 of the Intercreditor Agreement provides that additional Subsidiaries may become Loan Parties under the Intercreditor Agreement by execution and delivery of an instrument in form and substance reasonably satisfactory to the First Priority Representative and the Second Priority Representative.  The undersigned Subsidiary (the “New Loan Party”) is executing this Supplement in accordance with the requirements of the Intercreditor Agreement (a) in order to induce the lenders under the Credit Agreement to make additional loans and issue additional letters of credit and as consideration for loans previously made and letters of credit previously issued and (b) as consideration for the notes previously issued pursuant to the Indenture.

Accordingly, the First Priority Representative, the Second Priority Representative and the New Loan Party agree as follows:

SECTION 1.  In accordance with Section 9.12 of the Intercreditor Agreement, the New Loan Party by its signature below becomes a Loan Party under the Intercreditor

Agreement with the same force and effect as if originally named therein as a Loan Party and the New Loan Party hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a Loan Party thereunder.  Each reference to a “Loan Party” in the Intercreditor Agreement shall be deemed to include the New Loan Party.  The Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Loan Party represents and warrants to the First Priority Representative, the First Priority Secured Parties, the Second Priority Representative and the Second Priority Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the First Priority Representative and the Second Priority Representative shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Loan Party, the First Priority Representative and the Second Priority Representative.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

SECTION 5.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 6.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.  All communications and notices hereunder shall be in writing and given as provided in Section 9.7 of the Intercreditor Agreement.  All communications and notices hereunder to the New Loan Party shall be given to it at the address set forth under its signature below, with a copy to the Borrower and the Issuer.

SECTION 8.  The New Loan Party agrees to reimburse each of the First Priority Representative and the Second Priority Representative for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other

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charges and disbursements of its counsel (but subject to Section 9.03(a) of the Credit Agreement in the case of the First Priority Representative and Section 7.07 of the Indenture in the case of the Second Priority Representative).

[Signature Pages Follow]

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IN WITNESS WHEREOF, the New Loan Party, the First Priority Representative and the Second Priority Representative have duly executed this Supplement to the Intercreditor Agreement as of the day and year first above written.

GIVEN under the Common Seal of

SEAGATE TECHNOLOGY PLC

in the presence of:

/s/ Kenneth M. Massaroni

Kenneth M. Massaroni

DIRECTOR

/s/ Patrick J. O’Malley III

Patrick J. O’Malley III

DIRECTOR

Address:

920 Disc Drive

Scotts Valley, California 95066

Witness signature: /s/ Saralyn D. Brown

Name: Saralyn D. Brown

Address: 920 Disc Drive, Scotts Valley, CA 95066

Occupation: Executive Assistant

[Signature Page to Supplement No. 1 to the Intercreditor]

JPMORGAN CHASE BANK, N.A.,
as First Priority Representative,
	by
		/s/ Sharon Bazbaz
		Name:	Sharon Bazbaz
		Title:	Vice President

[Signature Page to Supplement No. 1 to the Intercreditor]

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Second Priority Representative,
	by
		/s/ Maddy Hall
		Name:	Maddy Hall
		Title:	Vice President

[Signature Page to Supplement No. 1 to the Intercreditor]

EX-10.13

Exhibit 10.13

SUPPLEMENT NO. 2 dated as of March 1, 2010 (this “Supplement”), to the Intercreditor Agreement dated as of May 1, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”), SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted limited liability company organized under the laws of the Cayman Islands (the “Borrower”), each subsidiary of the Borrower from time to time party thereto, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent for the First Priority Secured Parties (in such capacity, the “First Priority Representative”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Second Priority Secured Parties (in such capacity, the “Second Priority Representative”).

A.  Reference is made to (a) the Credit Agreement dated as of April 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Seagate Technology, the lenders from time to time party thereto (the “Lenders”), JPMCB, as Administrative Agent, and the other agents party thereto and (b) the Indenture dated as of May 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuer, Seagate Technology, the Borrower, each subsidiary of the Borrower from time to time party thereto and the Second Priority Representative.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement and the Credit Agreement.

C.  The Borrower, the Issuer and the other Loan Parties have entered into the Intercreditor Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Pursuant to Section 9.12 of the Intercreditor Agreement, each Subsidiary that is formed or acquired after the date of the Intercreditor Agreement, and that executes a Security Document, is required to execute the Intercreditor Agreement.  Section 9.12 of the Intercreditor Agreement provides that additional Subsidiaries may become Loan Parties under the Intercreditor Agreement by execution and delivery of an instrument in form and substance reasonably satisfactory to the First Priority Representative and the Second Priority Representative.  The undersigned Subsidiary (the “New Loan Party”) is executing this Supplement in accordance with the requirements of the Intercreditor Agreement (a) in order to induce the lenders under the Credit Agreement to make additional loans and issue additional letters of credit and as consideration for loans previously made and letters of credit previously issued and (b) as consideration for the notes previously issued pursuant to the Indenture.

Accordingly, the First Priority Representative, the Second Priority Representative and the New Loan Party agree as follows:

SECTION 1.  In accordance with Section 9.12 of the Intercreditor Agreement, the New Loan Party by its signature below becomes a Loan Party under the Intercreditor

Agreement with the same force and effect as if originally named therein as a Loan Party and the New Loan Party hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a Loan Party thereunder.  Each reference to a “Loan Party” in the Intercreditor Agreement shall be deemed to include the New Loan Party.  The Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Loan Party represents and warrants to the First Priority Representative, the First Priority Secured Parties, the Second Priority Representative and the Second Priority Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the First Priority Representative and the Second Priority Representative shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Loan Party, the First Priority Representative and the Second Priority Representative.  Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

SECTION 5.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 6.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.  All communications and notices hereunder shall be in writing and given as provided in Section 9.7 of the Intercreditor Agreement.  All communications and notices hereunder to the New Loan Party shall be given to it at the address set forth under its signature below, with a copy to the Borrower and the Issuer.

SECTION 8.  The New Loan Party agrees to reimburse each of the First Priority Representative and the Second Priority Representative for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other

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charges and disbursements of its counsel (but subject to Section 9.03(a) of the Credit Agreement in the case of the First Priority Representative and Section 7.07 of the Indenture in the case of the Second Priority Representative).

[Signature Pages Follow]

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IN WITNESS WHEREOF, the New Loan Party, the First Priority Representative and the Second Priority Representative have duly executed this Supplement to the Intercreditor Agreement as of the day and year first above written.

SEAGATE HDD CAYMAN,
	by
		/s/ Kenneth M. Massaroni
		Name:	Kenneth M. Massaroni
		Title:	Director
		Address:
		920 Disc Drive
		Scotts Valley, California 95066

[Signature Page to Supplement No. 2 to the Intercreditor Agreement]

JPMORGAN CHASE BANK, N.A.,
as First Priority Representative,
	by
		/s/ Sharon Bazbaz
		Name:	Sharon Bazbaz
		Title:	Vice President

[Signature Page to Supplement No. 2 to the Intercreditor Agreement]

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Second Priority Representative,
	by
		/s/ Maddy Hall
		Name:	Maddy Hall
		Title:	Vice President

[Signature Page to Supplement No. 2 to the Intercreditor Agreement]

EX-10.14

Exhibit 10.14

Mortgage of Shares

in

Seagate HDD Cayman

1 March 2010

Seagate Technology HDD Holdings

(as Mortgagor)

and

JPMorgan Chase Bank, N.A.

(as Mortgagee)

TABLE OF CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION	1
2.	REPRESENTATION AND WARRANTIES	4
3.	COVENANT TO PAY	5
4.	SECURITY	5
5.	RIGHTS IN RESPECT OF MORTGAGED PROPERTY	7
6.	PRESERVATION OF SECURITY	7
7.	ENFORCEMENT OF SECURITY	10
8.	APPOINTMENT OF A RECEIVER	12
9.	POWERS OF A RECEIVER	13
10.	FURTHER ASSURANCES	13
11.	INDEMNITIES	13
12.	POWER OF ATTORNEY	14
13.	EXPENSES	15
14.	RELEASE	16
15.	NOTICES	16
16.	ASSIGNMENTS	16
17.	ADMINISTRATIVE AGENT	16
18.	SET-OFF	16
19.	SUBSEQUENT SECURITY INTERESTS	17
20.	MISCELLANEOUS	17
21.	LAW AND JURISDICTION	17
SCHEDULE 1		21
SCHEDULE 2		23
SCHEDULE 3		25

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THIS EQUITABLE SHARE MORTGAGE is made on 1 March 2010

BETWEEN

(1)SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted company with limited liability incorporated under the laws of the Cayman Islands with company number 103069 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Mortgagor”); and

(2)JPMORGAN CHASE BANK, N.A., a company established under the laws of the United States of America as Administrative Agent and trustee for and on behalf of the Secured Parties (the “Administrative Agent” or “Mortgagee”).

WHEREAS

(A)Pursuant to the Credit Agreement, it was agreed that the Mortgagor, as the Borrower under the Credit Agreement, would provide security over shares in the Company to the Administrative Agent.

(B)The Mortgagor holds legal and beneficial title to the entire issued capital of the Company, currently 100 fully paid ordinary shares of US$1.00 par value (the “Initial Shares”).

(C)It is an affirmative requirement under the Credit Agreement that the Mortgagor enter into this Mortgage and grant security over the Mortgaged Shares in favour of the Administrative Agent for the benefit of the Secured Parties in respect of the Secured Obligations.

NOW THIS MORTGAGE WITNESSETH

1.DEFINITIONS AND INTERPRETATION

1.1In this Mortgage, unless the context otherwise requires, words and expressions which are capitalised but not defined herein (including in the recitals hereto) shall have the same meanings as are given to them in the Credit Agreement.  In addition, the following definitions shall apply:

“Borrower” means the Mortgagor;

“Companies Law” means the Companies Law (as amended) of the Cayman Islands;

“Company” means Seagate HDD Cayman, an exempted company with limited liability incorporated under the laws of the Cayman Islands with a company number 237305 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands;

“Credit Agreement” means the Second Amended and Restated Credit Agreement dated as of 3 April 2009 made among the Mortgagor, Seagate Technology, the lenders party thereto, the Administrative Agent and the other agents party thereto as varied from time to time;

“Event of Default” means the occurrence of an Event of Default as defined in the Credit Agreement and/or the failure by the Mortgagor to observe or perform any covenant or agreement contained in this Mortgage or any default in the payment of any of the Secured Obligations;

“gross negligence” shall be interpreted according to the laws of the State of New York, United States of America;

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“Guarantee Agreement” means the U.S. Guarantee Agreement dated as of 29 April 2009 among the Borrower, Seagate Technology, the Administrative Agent and each of the Subsidiaries listed in Schedule 1 thereto and supplemented by the Company and Seagate Technology plc on or about the date hereof pursuant to which, inter alia, the Borrower and Seagate Technology plc guarantee the Secured Obligations and as further varied from time to time;

“Guarantor” means each of the Borrower, Seagate Technology, the Company and each of the other subsidiaries of the Borrower, all of which entities are a party to the Guarantee Agreement;

“Mortgage” means this share mortgage;

“Mortgaged Property” means the Mortgaged Shares and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any of the Mortgaged Shares including:

(a)all dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any Mortgaged Shares;

(b)all shares, securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any Mortgaged Shares (including but not limited to proceeds of sale); and

(c)all certificates or other evidence of title to any of the Mortgaged Shares now and from time to time hereafter deposited with the Administrative Agent;

“Mortgaged Shares” means:

(a)the Initial Shares;

(b)any shares acquired in respect of Mortgaged Shares by reason of a stock split, stock dividend, reclassification or otherwise; and

(c)all other shares in the Company from time to time legally or beneficially owned by the Mortgagor;

“Other Guarantor” means any of the Guarantors other than the Mortgagor;

“Parties” means the parties to this Mortgage;

“Register of Charges” means the register of charges of the Mortgagor maintained by the Mortgagor in accordance with Section 54 of the Companies Law;

“Register of Members” means the register of members of the Company maintained by the Company in accordance with the Companies Law;

“Secured Obligations” means the Obligations as such term is defined in the Credit Agreement;

“Security Interest” means:

(a)a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

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(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)any other type of arrangement having a similar effect; or

(d)agreements to create the foregoing;

“Security Period” means the period commencing on the date of execution of this Mortgage and terminating on the date when all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated and all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank); and

“U.S. Security Agreement” means the U.S. Security Agreement dated as of 29 April 2009 among the Borrower, Seagate Technology, each of the Subsidiaries listed in Schedule 1 thereto and the Administrative Agent and supplemented by the Company and Seagate Technology plc on or about the date hereof and as further varied from time to time.

1.2In construing this Mortgage (including the recitals), unless otherwise specified:

(a)references to any Party shall be construed so as to include that Party’s respective successors in title, permitted assigns and permitted transferees;

(b)“including” and “in particular” shall not be construed restrictively but shall mean respectively “including, without prejudice to the generality of the foregoing” and “including, without limitation”, and “in particular, but without prejudice to the generality of the foregoing”;

(c)references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); and in each case, its successors and assigns and persons deriving title under or through it, in whole or in part, and any person which replaces any party to any document in its respective role thereunder, whether by assuming the rights and obligations of the party being replaced or whether by executing a document in or substantially in the form of the document it replaces;

(d)“variation” includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and “vary” and “varied” shall be construed accordingly;

(e)“writing” includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Mortgage to be signed and “written” has a corresponding meaning;

(f)references to the “consent” of the Administrative Agent shall be construed as the consent of the Administrative Agent acting in its absolute discretion;

(g)subject to Clause 20.3, references to this Mortgage or to any other document include references to this Mortgage or such other document as varied in any manner from time to time, even if changes are made to:

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(i)the composition of the parties to this Mortgage or such other document or to the nature or amount (including any increase) of any facilities made available under such other document; or

(ii)the nature or extent of any obligations under such other document;

(h)references to uncertificated shares are to shares the title to which can be transferred by means of an electronic or other entry and references to certificated shares are to shares which are not uncertificated shares;

(i)references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine or neuter and vice versa;

(j)references to clauses and schedules are to clauses of, and schedules to, this Mortgage;

(k)references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;

(l)headings and titles are for convenience only and do not affect the interpretation of this Mortgage;

(m)an Event of Default is “continuing” if it has not been remedied or waived; and

(n)this Mortgage is a “Security Document” under the terms of the Credit Agreement.

2.REPRESENTATION AND WARRANTIES

2.1The Mortgagor hereby represents and warrants to the Administrative Agent and each Secured Party on the date of this Mortgage that:

(a)the Mortgagor is the sole legal and beneficial owner of the Mortgaged Property free from any Security Interest (other than that created by this Mortgage) or other interest and any options or rights of pre-emption;

(b)the Mortgaged Shares represent 100% (one hundred percent) of the issued shares of the Company;

(c)any Mortgaged Shares are, or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a Cayman Islands exempted company.  To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be;

(d)no person has or is entitled to any conditional or unconditional option, warrant or other right to subscribe for, purchase or otherwise acquire any issued or unissued shares, or any interest in shares, in the capital of the Company;

(e)the Mortgaged Shares are not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, return of any amount paid on account of shares or otherwise which are not expressly set out in the memorandum and articles of association of the Company;

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(f)there are no covenants, agreements, conditions, interest, rights or other matters whatsoever which adversely affect the Mortgaged Property;

(g)the Mortgagor has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Property or any interest in the Mortgaged Property;

(h)the Mortgagor has full power and authority to:

(i)execute and deliver this Mortgage and the other Loan Documents to which it is a party;

(ii)be the legal and beneficial owner of the Mortgaged Property; and

(iii)comply with the provisions of, and perform all its obligations under, this Mortgage and the other Loan Documents to which it is a party;

(i)it is able to pay its debts as they fall due and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:

(i)winding up, dissolution or reorganisation;

(ii)the enforcement of any Security Interest over its assets; or

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;

(j)it is not in breach (nor would be in breach with the giving of notice, passing of time, or satisfaction of any other condition) or in default under any deed, instrument or any agreement to which it is a party or which is binding on it or any of its assets;

(k)it has not taken any action whereby the rights attaching to the Mortgaged Property are altered or diluted save to the extent such alteration or dilution is expressly permitted under this Mortgage or any other Loan Document; and

(l)this Mortgage is effective to create a valid and enforceable first priority equitable mortgage and first priority fixed charge upon the Mortgaged Property in favour of the Administrative Agent ranking in priority to any claims by any liquidator (or similar officer) or creditor of the Mortgagor.

2.2The Mortgagor also represents and warrants to and undertakes with the Administrative Agent that the foregoing representations and warranties will be true and accurate throughout the continuance of this Mortgage with reference to the facts and circumstances subsisting from time to time.

3.COVENANT TO PAY

The Mortgagor hereby covenants with the Administrative Agent as primary obligor and not merely as surety to pay and discharge the Secured Obligations in the manner provided in the relevant Loan Documents.

4.SECURITY

4.1As a continuing security for the payment and discharge of the Secured Obligations, the Mortgagor as legal and beneficial owner hereby:

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(a)mortgages to the Administrative Agent, by way of a first equitable mortgage, the Mortgaged Shares;

(b)charges to the Administrative Agent, by way of a first fixed charge, all of its right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property; and

(c)assigns, and agrees to assign, absolutely by way of security to the Administrative Agent all its rights, present and future, relating to any of the Mortgaged Property.

4.2The Mortgagor hereby agrees to deliver, or cause to be delivered, to the Administrative Agent on the date hereof:

(a)copies of the memorandum and articles of association and board and committee resolutions of the Mortgagor required to authorise the execution of this Mortgage;

(b)an executed but undated share transfer certificate in respect of the Initial Shares in the form set out in Schedule 1 to this Mortgage and any other documents which from time to time may be requested by the Administrative Agent in order to enable the Administrative Agent or its nominees to be registered as the owner or otherwise obtain legal title to the Mortgaged Shares;

(c)all share certificates (if any) representing the Mortgaged Shares and a certified copy of the Register of Members of the Company showing the Mortgagor as registered owner of the Mortgaged Shares;

(d)an executed irrevocable proxy and power of attorney made in respect of the Mortgaged Shares in favour of the Administrative Agent in the form set out in Schedule 2 to this Mortgage;

(e)an executed irrevocable letter of instructions from the Company to its registered office provider appointing an instructing party for the Company in the form set out in Schedule 3 of this Mortgage;

(f)a copy of the special resolution passed by the Mortgagor in the form agreed by the parties; and

(g)a certified copy of the Mortgagor’s Register of Mortgages and Charges which has been updated to record the particulars of this Mortgage in a form satisfactory to the Administrative Agent.

4.3The Mortgagor will procure that there shall be no increase in the issued share capital of the Company (other than by way of an issuance of further shares to the person in whose name the Mortgaged Shares are registered) without the prior consent in writing of the Administrative Agent.

4.4The Mortgagor will deliver, or cause to be delivered, to the Administrative Agent immediately upon (without prejudice to Clause 4.3) the issue of any further Mortgaged Shares, the items listed in Clauses 4.2(b) and 4.2(c) in respect of all such further Mortgaged Shares.

4.5The Mortgagor shall, immediately after execution of this Mortgage, procure that any existing notation be deleted and that the following notation be entered on the Register of Members of the Company:

“All the ordinary shares issued as fully paid up and registered in the name of Seagate Technology HDD Holdings are mortgaged and charged in favour of JPMorgan Chase

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Bank, N.A. pursuant to a share mortgage dated 1 March] 2010, as amended from time to time.”

4.6The Mortgagor shall, immediately after execution of this Mortgage, provide the Administrative Agent with a certified true copy of the Register of Members of the Company with the annotation referred to in Clause 4.5.

5.RIGHTS IN RESPECT OF MORTGAGED PROPERTY

5.1Unless and until the declaration by the Administrative Agent of an occurrence of an Event of Default:

(a)the Mortgagor shall be entitled to exercise all voting and consensual powers pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the terms of this Mortgage or the other Loan Documents; and

(b)the Mortgagor shall be entitled to receive and retain any dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof.

5.2The Administrative Agent shall not have any duty to ensure that any dividends, interest or other moneys and assets receivable in respect of the Mortgaged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Mortgaged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption, bonus, rights, preference, or otherwise on or in respect of, any of the Mortgaged Property.

5.3The Mortgagor hereby authorises the Administrative Agent to arrange at any time and from time to time after the occurrence of an Event of Default for the Mortgaged Property or any part thereof to be registered in the name of the Administrative Agent (or its nominee) thereupon to be held, as so registered, subject to the terms of this Mortgage and, at the request of the Administrative Agent, the Mortgagor shall without delay procure that the foregoing shall be done.

6.PRESERVATION OF SECURITY

6.1It is hereby agreed and declared that:

(a)the security created by this Mortgage shall be held by the Administrative Agent as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)the Administrative Agent shall not be bound to enforce any other security before enforcing the security created by this Mortgage;

(c)no delay or omission on the part of the Administrative Agent in exercising any right, power or remedy under this Mortgage shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Administrative Agent may deem expedient; and

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(d)any waiver by the Administrative Agent of any terms of this Mortgage shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2Any settlement or discharge under this Mortgage between the Administrative Agent and the Mortgagor shall be conditional upon no security or payment to the Administrative Agent by the Company or the Mortgagor or any other person (including, without limitation, any Other Guarantor) being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Administrative Agent shall be entitled to enforce this Mortgage as if such settlement or discharge had not been made, provided that such settlement or discharge shall become unconditional six months and one day after the date of such settlement or discharge.

6.3The rights of the Administrative Agent under this Mortgage and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Company, the Mortgagor, the Administrative Agent or any other person:

(a)any time or waiver granted to or composition with the Company, the Mortgagor or any other person;

(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company, the Mortgagor or any other person;

(c)any legal limitation, disability, incapacity or other circumstances relating to the Company, the Mortgagor or any other person;

(d)any amendment or supplement to any Loan Document or any other document or security (including any amendment the effect of which is to change the nature or amount of any facilities made available thereunder or to change the nature or extent of any obligations thereunder);

(e)the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the Company, the Mortgagor or any other person; or

(f)the unenforceability, invalidity or frustration of any obligations of the Company, the Mortgagor or any other person under any Loan Document or any other document or security.

6.4During the Security Period, the Mortgagor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Administrative Agent of its rights under, or the security constituted by, this Mortgage or any Loan Document or by virtue of any relationship between or transaction involving the Mortgagor and/or the Company (whether such relationship or transaction shall constitute the Mortgagor a creditor of the Company, a guarantor of the obligations of the Company or in part subrogated to the rights of others against the Company or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Mortgage):

(a)exercise any rights of subrogation against the Company or any other person in relation to any rights, security or moneys held or received or receivable by the Administrative Agent or any person;

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(b)exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)exercise any right of set-off or counterclaim against the Company or any such co-surety;

(d)receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or

(e)unless so directed by the Administrative Agent (when the Mortgagor will prove in accordance with such directions), claim as a creditor of the Company or any such co-surety in competition with the Administrative Agent.

The Mortgagor shall hold in trust for the Administrative Agent and forthwith pay or transfer (as appropriate) to the Administrative Agent any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

6.5During the Security Period, the Administrative Agent may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Administrative Agent for as long as it may think fit, any moneys received recovered or realised under this Mortgage or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Loan Documents; provided that the Administrative Agent shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Administrative Agent in any such account or accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

6.6The Mortgagor shall not, without the prior written consent of the Administrative Agent:

(a)cause or permit any rights attaching to the Mortgaged Property to be varied or abrogated;

(b)cause or permit any of the Mortgaged Property to be consolidated, sub-divided or converted or the capital of the Company to be re-organised, exchanged or repaid; or

(c)cause or permit anything to be done which may depreciate, jeopardise or otherwise prejudice the value of the security hereby given.

6.7The Mortgagor hereby covenants that during the Security Period it will remain the legal and beneficial owner of the Mortgaged Property (subject to the Security Interests hereby created) and that it will not (other than as permitted by the Loan Documents):

(a)create or suffer the creation of any Security Interests (other than those created by this Mortgage) or any other interest on or in respect of the whole or any part of the Mortgaged Property or any of its interest therein;

(b)sell, assign, transfer or otherwise dispose of any of its interest in the Mortgaged Property without the prior consent in writing of the Administrative Agent; or

(c)permit the Register of Members to be maintained outside of the Cayman Islands or by a service provider other than the person to whom the letter of instructions in Schedule 3 has been given (unless in the later case, the Mortgagor has provided a new letter of instructions substantially in the form of Schedule 3 by the new service provider).

6.8The Mortgagor shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Administrative Agent shall be under no obligation of any kind

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whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Mortgagor to perform its obligations in respect thereof.

6.9The Mortgagor shall ensure that it shall not, without the prior written consent of the Administrative Agent, use its voting rights to permit the Company to amend its memorandum or articles of association in a way which could be expected to adversely affect the interests of the Administrative Agent or any of the Secured Parties.

6.10The Mortgagor shall procure that the Company shall not:

(a)create or permit to subsist any Security Interest upon the whole or any part of its assets, except as permitted by the Loan Documents;

(b)register any transfer of the Mortgaged Shares to any person (except to the Administrative Agent or its nominees pursuant to the provisions of this Mortgage);

(c)issue any replacement share certificates in respect of any of the Mortgaged Shares;

(d)continue its existence under the laws of any jurisdiction other than the Cayman Islands;

(e)do anything which might result in the Company being struck off the register as an exempted company;

(f)issue, allot or grant warrants or options with respect to any additional shares;

(g)exercise any rights of forfeiture over any of the Mortgaged Shares; or

(h)purchase, redeem, otherwise acquire, cancel, sub-divide, amalgamate, reclassify or otherwise restructure any of the Mortgaged Property

during the Security Period without the prior written consent of the Administrative Agent.

6.11The Mortgagor shall procure that the Company shall irrevocably consent to any transfer of the Mortgaged Shares by the Administrative Agent or its nominee to any other person pursuant to the exercise of the Administrative Agent’s rights under this Mortgage.

6.12The Mortgagor shall not, without the prior written consent of the Administrative Agent, participate in any vote concerning a member’s liquidation or compromise pursuant to the Companies Law.

7.ENFORCEMENT OF SECURITY

7.1At any time after the occurrence of an Event of Default or if a demand is made for the payment of the Secured Obligations, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Administrative Agent under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Administrative Agent without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent:

(a)solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Administrative Agent may think fit;

(b)date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage;

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(c)receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Administrative Agent, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by the Mortgagor for the Administrative Agent and paid or transferred to the Administrative Agent on demand;

(d)take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Administrative Agent may deem fit, and thereupon the Administrative Agent shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members;

(e)borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise);

(f)settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Mortgagor or relating to the Mortgaged Property;

(g)bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property or any business of the Mortgagor;

(h)redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property;

(i)exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Administrative Agent would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property;

(j)do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Administrative Agent under or by virtue of any document to which the Mortgagor is party; and

(k)exercise all rights and remedies afforded to it under this Mortgage and applicable law.

7.2The Administrative Agent shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Administrative Agent by this Mortgage or to which the Administrative Agent may at any time be entitled hereunder.

7.3Upon any sale of the Mortgaged Property or any part thereof by the Administrative Agent, the purchaser shall not be bound to see or enquire whether the Administrative Agent’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Administrative Agent, and the receipt of the Administrative Agent for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

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7.4Any money received or realised by the Administrative Agent under the powers conferred by this Mortgage shall be paid or applied in a manner consistent with Section 6.02 of the U.S. Security Agreement.

7.5During the Security Period, the Administrative Agent may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

7.6Neither the Administrative Agent nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty or wilful default.

7.7The Administrative Agent shall not, by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof, be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which an Administrative Agent-in-possession might be liable.

8.APPOINTMENT OF A RECEIVER

8.1At any time after:

(a)the occurrence of an Event of Default; or

(b)a request has been made by the Mortgagor to the Administrative Agent for the appointment of a receiver over its assets or in respect of the Mortgagor,

then notwithstanding the terms of any other agreement between the Mortgagor and any person, the Administrative Agent may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Mortgaged Property as the Administrative Agent may choose in its entire discretion.

8.2Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Administrative Agent shall specify to the contrary.

8.3The Administrative Agent may from time to time determine the remuneration of a receiver.

8.4The Administrative Agent may remove a receiver from all or any of the Mortgaged Property of which he is the receiver and after the receiver has vacated office or ceased to act in respect of any of the Mortgaged Property, appoint a further receiver over all or any of the Mortgaged Property in respect of which he shall have ceased to act.

8.5Such an appointment of a receiver shall not preclude:

(a)the Administrative Agent from making any subsequent appointment of a receiver over all or any Mortgaged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)the appointment of an additional receiver to act while the first receiver continues to act.

8.6The receiver shall be the agent of the Mortgagor (which shall be solely liable for his acts, defaults and remuneration) unless and until the Mortgagor is placed into liquidation, after which time he shall act as principal.  The receiver shall not at any time become the agent of the Administrative Agent.

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9.POWERS OF A RECEIVER

9.1In addition to those powers conferred by law, a receiver shall have and be entitled to exercise in relation to the Mortgagor all the powers set forth below:

(a)to exercise all rights of the Administrative Agent under or pursuant to this Mortgage, including all voting and other rights attaching to the Mortgaged Property;

(b)to make any arrangement or compromise with others as he shall think fit;

(c)to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Mortgagor; and

(f)to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Mortgaged Property or the value thereof.

10.FURTHER ASSURANCES

10.1The Mortgagor shall at its own expense promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Administrative Agent may reasonably specify and in such form as the Administrative Agent may reasonably require in order to:

(a)perfect or protect the security created or intended to be created under or evidenced by this Mortgage (which may include the execution of a charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Mortgage) or for the exercise of any rights, powers and remedies of the Administrative Agent provided by or pursuant to this Mortgage, the Loan Documents or by law; or

(b)following an Event of Default, facilitate the realisation of the assets which are, or are intended to be, the subject of this Mortgage.

10.2Without limiting the other provisions of this Mortgage, the Mortgagor shall at its own expense take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Administrative Agent by or pursuant to this Mortgage.

11.INDEMNITIES

11.1The Mortgagor will indemnify and save harmless the Administrative Agent, any receiver and each agent or attorney appointed under or pursuant to this Mortgage from and against any and all reasonable expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered,

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incurred or made by the Administrative Agent or such agent or attorney other than as a result of the gross negligence or wilful default of the Mortgagee:

(a)in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Mortgage;

(b)in the preservation or enforcement of the Administrative Agent’s rights under this Mortgage or the priority thereof;

(c)on the release of any part of the Mortgaged Property from the security created by this Mortgage; or

(d)arising out of any breach by the Mortgagor of any term of this Mortgage,

and the Administrative Agent or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Mortgage.  All amounts suffered, incurred or paid by the Administrative Agent or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 11.1 shall require the Mortgagor to indemnify and save harmless the Administrative Agent from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Administrative Agent as a result of the Administrative Agent’s dishonesty or wilful default.

11.2If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Mortgagor or the bankruptcy or liquidation of the Mortgagor or for any other reason any payment under or in connection with this Mortgage is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Mortgage (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Administrative Agent when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Mortgage, the Mortgagor, as a separate and independent obligation, shall indemnify and hold harmless the Administrative Agent against the amount of such shortfall.  For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Administrative Agent is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

12.POWER OF ATTORNEY

12.1The Mortgagor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Administrative Agent and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

(a)to execute and complete in favour of the Administrative Agent or its nominees or of any purchaser any documents which the Administrative Agent may from time to time require for perfecting the Administrative Agent’s title to, for vesting any of the assets and property hereby mortgaged, or charged in the Administrative Agent or its nominees or in any purchaser or for any of the purposes contemplated in Clause 7.1 hereof;

(b)after the occurrence of an Event of Default, to give effectual discharges for payments, to take and institute on non-payment (if the Administrative Agent in its sole discretion so decides) all steps and proceedings in the name of the Mortgagor or of the Administrative Agent for the recovery of such moneys, property and assets hereby mortgaged or charged;

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(c)after the declaration by the Administrative Agent of an Event of Default, to agree on accounts and make allowances and give time or other indulgence to any surety or other person liable;

(d)so as to enable the Administrative Agent to carry out in the name of the Mortgagor any obligation imposed on the Mortgagor by this Mortgage (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Mortgaged Property and the exercise of all the Mortgagor’s rights and discretions in relation to the Mortgaged Property);

(e)so as to enable the Administrative Agent and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Mortgage or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal and beneficial owner of the Mortgaged Property), and

(f)generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid.

12.2The power hereby conferred shall be a general power of attorney and the Mortgagor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to herein, the exercise by the Administrative Agent of such power shall be conclusive evidence of its right to exercise the same.

13.EXPENSES

13.1The Mortgagor shall pay to the Administrative Agent on demand all reasonable costs, fees and expenses (including, but not limited to, properly incurred legal fees and expenses) and taxes thereon incurred by the Administrative Agent or for which the Administrative Agent may become liable in connection with:

(a)the negotiation, preparation and execution of this Mortgage;

(b)the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Mortgage or the priority hereof;

(c)any variation of, or amendment or supplement to, any of the terms of this Mortgage; or

(d)any consent or waiver required from the Administrative Agent in relation to this Mortgage,

and in the case referred to in Clauses 13.1(c) and 13.1(d), regardless of whether the same is actually implemented, completed or granted, as the case may be.

13.2The Mortgagor shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Mortgage may be subject or give rise and shall indemnify the Administrative Agent on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Mortgagor to pay any such duties or taxes.

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14.RELEASE

14.1Subject to Clause 14.2, when all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated and all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank), the Administrative Agent shall (at the request and cost of the Mortgagor) execute such documents and do all such reasonable acts as may be necessary to release the Mortgaged Property from the security constituted by this Mortgage.  Such release shall not prejudice the rights of the Administrative Agent under Clause 11.

14.2If the Administrative Agent considers in good faith that any amount received in payment or purported payment of the Secured Obligations (whether received from or paid by the Borrower, any Other Guarantor or any other relevant person) is capable of being avoided or reduced by virtue of any insolvency or other similar laws:

(a)the liability of the Mortgagor under this Mortgage and the security constituted by this Mortgage shall continue and such amount shall not be considered to have been irrevocably paid; and

(b)the Administrative Agent may keep any security held by it in respect of the Mortgagor’s liability under the Loan Documents in order to protect the Secured Parties against any possible claim under insolvency law for up to six years after all Secured Obligations have been satisfied.  If a claim is made against a Secured Party within that period, the Administrative Agent may keep the security until that claim has finally been dealt with.

15.NOTICES

Any notice or other communication given or made under or in connection with the matters contemplated by this Mortgage shall be provided in accordance with Section 9.01 of the Credit Agreement (with any notice to the Mortgagor to be delivered care of the Borrower).

16.ASSIGNMENTS

16.1This Mortgage shall be binding upon and shall enure to the benefit of the Mortgagor, the Administrative Agent and each of their respective successors and (subject to clauses 16.2 and 16.3) assigns and references in this Mortgage to any of them shall be construed accordingly.

16.2The Mortgagor may not assign or transfer all or any part of its rights and/or obligations under this Mortgage.

17.ADMINISTRATIVE AGENT

17.1The Administrative Agent holds the benefit of this Mortgage (and any other security created in its favour pursuant to this Mortgage) as agent for and on behalf of the Secured Parties pursuant to the terms of the Credit Agreement.  The retirement of the person for the time being acting as Administrative Agent and the appointment of a successor shall be effected in the manner provided for in the Credit Agreement.

17.2Nothing in this Mortgage shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Administrative Agent.

18.SET-OFF

18.1The Mortgagor authorises the Administrative Agent (but the Administrative Agent shall not be obliged to exercise such right), after the occurrence of an Event of Default to set off against the

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Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Administrative Agent to the Mortgagor.

19.SUBSEQUENT SECURITY INTERESTS

19.1If the Administrative Agent at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Mortgaged Property or any assignment or transfer of the Mortgaged Property which is prohibited by the terms of this Mortgage, all payments thereafter by or on behalf of the Mortgagor to the Administrative Agent shall be treated as having been credited to a new account of the Mortgagor and not as having been applied in reduction of the Secured Obligations as at the time when the Administrative Agent received such notice.

20.MISCELLANEOUS

20.1The Administrative Agent, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Administrative Agent under this Mortgage in relation to the Mortgaged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Administrative Agent may think fit.  The Administrative Agent shall not be in any way liable or responsible to the Mortgagor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Administrative Agent has acted reasonably in selecting such delegate.

20.2If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Mortgage or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

20.3This Mortgage (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

20.4Each document, instrument, statement, report, notice or other communication delivered in connection with this Mortgage shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing version and upon which in all cases the Administrative Agent and the Secured Parties shall be entitled to rely.

20.5This Mortgage may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

20.6The parties intend that this Mortgage take effect as a deed notwithstanding the fact that the Administrative Agent may only execute it under hand.

21.LAW AND JURISDICTION

21.1This Mortgage shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this clause shall affect the right of the Administrative Agent to serve process in any manner permitted by law or limit the right of the Administrative Agent to take proceedings with respect to this Mortgage against the Mortgagor in any jurisdiction nor shall the taking of proceedings with respect to this Mortgage in any jurisdiction

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preclude the Administrative Agent from taking proceedings with respect to this Mortgage in any other jurisdiction, whether concurrently or not.

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IN WITNESS whereof this Equitable Share Mortgage has been entered into by the parties and executed as a deed on the day and the year first before written.

EXECUTED AS A DEED by SEAGATE TECHNOLOGY HDD HOLDINGS:	)	/s/ Kenneth M. Massaroni
	)	Duly Authorised Signatory
	)
	)	Name:	Kenneth M. Massaroni
	)
	)	Title:	Director
	)

in the presence of:
/s/ Demetrios N. Mavrikis
Signature of Witness
Name:	Demetrios N. Mavrikis
Address:	920 Disc Dr, Scotts Valley, CA 95066
Occupation:	Executive Assistant

[Signature Page to Mortgage of Shares in Seagate HDD Cayman]

EXECUTED AS A DEED by JPMORGAN CHASE BANK, N.A.:	)	/s/ Sharon Bazbaz
	)	Duly Authorised Signatory
	)
	)	Sharon Bazbaz
	)	Vice President

in the presence of:
/s/ Anne Marie Pellegrino
Signature of Witness
Name:	Anne Marie Pellegrino
Address:	JPMorgan Chase Bank, NA, 383 Madison Ave, New York, NY 10179
Occupation:	Administrative Assistant

[Signature Page to Mortgage of Shares in Seagate HDD Cayman]

SCHEDULE 1

SEAGATE HDD CAYMAN

(THE “COMPANY”)

SHARE TRANSFER CERTIFICATE

[LEFT UNDATED]

SHARE TRANSFER CERTIFICATE DATED                                          

                                                                       (the “Transferor”) does hereby transfer to                                                                (the “Transferee”)                                                                        (the “Shares”) of a par value of U.S.$1.00 each.

SIGNED by the Transferor by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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And I/we do hereby agree to take the Shares.

SIGNED by the Transferee by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

22

SCHEDULE 2

IRREVOCABLE APPOINTMENT OF PROXY

SEAGATE HDD CAYMAN

(THE “COMPANY”)

The undersigned being the legal and beneficial owner of all of the issued and outstanding shares of US$1.00 par value each (the “Initial Shares”) in the Company, an exempted company incorporated with limited liability in the Cayman Islands hereby irrevocably, with respect to the Company:

1.makes, constitutes and appoints JPMORGAN CHASE BANK, N.A. (the “Proxy”) as the irrevocable proxy of the undersigned with full power to appoint a nominee or nominees to act hereunder from time to time and to have all other rights and entitlements of an “Irrevocable Proxy (as such term is defined in the Articles of Association of the Company) under the Articles of Association of the Company, including to vote the Initial Shares and all other shares in the Company from time to time legally owned by the undersigned (the “Shares”) registered in its name at all general meetings of shareholders of the Company with the same force and effect as the undersigned might or could do and to requisition and convene a meeting or meetings of the shareholders of the Company for the purpose of considering any resolution of the members of the Company in respect of any proposal to amend the Memorandum of Association and/or the Articles of Association with respect to those provisions inserted pursuant to a Special Resolution of the Company passed on or about the [1 March] 2010 (the “Reserved Matter”);

2.makes, constitutes and appoints the Proxy as the true and lawful attorney-in-fact of the undersigned to approve, complete, amend, execute and deliver any resolution in writing concerning any Reserved Matter or sign any approval in writing concerning any Reserved Matter as contemplated in the Articles of Association of the Company in the name of and on behalf of the undersigned, and the undersigned hereby ratifies and confirms all that the said Proxy or its nominee or nominees shall do or cause to be done by virtue hereof.

The Shares are the subject of a mortgage (the “Mortgage”) dated 1 March 2010, between the Proxy and Seagate Technology HDD Holdings as mortgagor.

The power of attorney hereby granted is granted irrevocably for full value as part of the security constituted hereby to secure proprietary interests of and the performance of obligations owed to JPMorgan Chase Bank, N.A. within the meaning of the Powers of Attorney Law (1996 Revision) of the Cayman Islands and the undersigned hereby acknowledges the same.

The power of attorney granted hereunder (and the appointment of the Proxy as irrevocable proxy of the undersigned) shall be governed by and construed in accordance with the laws of the Cayman Islands and shall be irrevocable until the discharge and release of the Mortgage.

IN WITNESS whereof this Instrument is executed as a deed the day and year first above written.

EXECUTED AS A DEED by SEAGATE TECHNOLOGY HDD HOLDINGS:	)
	)	Signature
	)

in the presence of:

Signature of Witness

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Name:

Address:

Occupation:

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SCHEDULE 3

FORM OF LETTER OF INSTRUCTIONS TO REGISTERED OFFICE PROVIDER APPOINTING
INSTRUCTING PARTY

SEAGATE HDD CAYMAN

(THE “COMPANY”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

1 March 2010

MAPLES CORPORATE SERVICES LIMITED (“MCS”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

Dear Sirs

INSTRUCTIONS TO THE REGISTERED OFFICE PROVIDER APPOINTING INSTRUCTING PARTY

We hereby notify you that pursuant to a mortgage (the “Mortgage”) dated 1 March 2010 between JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent” or “Mortgagee”) and Seagate Technology HDD Holdings as mortgagor (the “Mortgagor”), the Mortgagor has granted a security interest in favour of the Mortgagee over all the shares standing in its name in the Company and all other shares in the Company from time to time legally or beneficially owned by the Mortgagor (the “Shares”).

We refer to the registered office agreement dated [ ] February 2010 between MCS and the Company (the “RO Agreement”) and hereby agree that such agreement shall be deemed to be amended by the following. At any time after the Mortgagee notifies you in writing that an Event of Default (as defined in the Mortgage) has occurred you are hereby authorised and entitled to rely upon the instructions of the Mortgagee to register the Mortgagee or its nominee (as the Mortgagee may direct) as the registered holder of the Shares pursuant to the Mortgage and to otherwise comply with any directions or instructions from the Mortgagee in relation thereto.

Such authorisation and entitlement to rely upon the instructions of the Mortgagee shall terminate upon the discharge and release of the Mortgage.

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Please confirm by countersigning below that you agree to such amendment of the RO Agreement.

Yours faithfully

Authorised Signatory for and on behalf of the Company

Acknowledged and agreed.

Authorised Signatory for and on behalf of Maples Corporate Services Limited

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EX-10.15

Exhibit 10.15

Second Priority Mortgage of Shares

in

Seagate HDD Cayman

1 March 2010

Seagate Technology HDD Holdings

(as Mortgagor)

and

Wells Fargo Bank, National Association

(as Mortgagee)

TABLE OF CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION	1
2.	REPRESENTATION AND WARRANTIES	4
3.	COVENANT TO PAY	6
4.	SECURITY	6
5.	RIGHTS IN RESPECT OF MORTGAGED PROPERTY	7
6.	PRESERVATION OF SECURITY	7
7.	ENFORCEMENT OF SECURITY	10
8.	APPOINTMENT OF A RECEIVER	12
9.	POWERS OF A RECEIVER	13
10.	FURTHER ASSURANCES	13
11.	INDEMNITIES	14
12.	POWER OF ATTORNEY	14
13.	EXPENSES	15
14.	RELEASE	16
15.	NOTICES	16
16.	ASSIGNMENTS	16
17.	COLLATERAL AGENT	17
18.	SET-OFF	17
19.	SUBSEQUENT SECURITY INTERESTS	17
20.	MISCELLANEOUS	17
21.	LAW AND JURISDICTION	18
22.	INTERCREDITOR AGREEMENT	18
SCHEDULE 1		21
SCHEDULE 2		23
SCHEDULE 3		25

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THIS EQUITABLE SHARE MORTGAGE is made on 1 March 2010

BETWEEN

(1)SEAGATE TECHNOLOGY HDD HOLDINGS, an exempted company with limited liability incorporated under the laws of the Cayman Islands with company number 103069 and having its registered office at P.O Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Mortgagor”); and

(2)WELLS FARGO BANK, NATIONAL ASSOCIATION, a company established under the laws of the United States of America as Collateral Agent and trustee for and on behalf of the Secured Parties (the “Collateral Agent” or “Mortgagee”).

WHEREAS

(A)Pursuant to the Indenture, Seagate Technology International, an exempted company with limited liability incorporated under the laws of the Cayman Islands, as Issuer (the “Issuer”) has issued USD430,000,000 in aggregate principal amount of 10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”) guaranteed by the Mortgagor as Guarantor.

(B)The Mortgagor holds legal and beneficial title to the entire issued capital of the Company, currently 100 fully paid ordinary shares of US$1.00 par value (the “Initial Shares”).

(C)In order to secure the Obligations of the Mortgagor under the Note Guaranty, the Indenture and the Notes, the Mortgagor has agreed to grant security over the Mortgaged Shares in favour of the Collateral Agent for the benefit of the Secured Parties in respect of the Secured Obligations.

(D)The Security Interests granted hereunder in respect of the Mortgaged Shares are subject to the terms, conditions and provisions of the Intercreditor Agreement in all respects.

NOW THIS MORTGAGE WITNESSETH

1.DEFINITIONS AND INTERPRETATION

1.1In this Mortgage, unless the context otherwise requires, words and expressions which are capitalised but not defined herein (including in the recitals hereto) shall have the same meanings as are given to them in the Indenture.  In addition, the following definitions shall apply:

“Companies Law” means the Companies Law (as amended) of the Cayman Islands;

“Company” means Seagate HDD Cayman, an exempted company with limited liability incorporated under the laws of the Cayman Islands with a company number 237305 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands;

“Event of Default” means the occurrence of an Event of Default as defined in the Indenture and/or the failure by the Mortgagor to observe or perform any covenant or agreement contained in this Mortgage or any default in the payment of any of the Secured Obligations;

“First Priority Obligation” has the meaning given to it in the Intercreditor Agreement;

“First Priority Secured Party” means JPMorgan Chase Bank, N.A. as administrative agent under the Senior Credit Facility or any other administrative agent under a Senior Credit Facility that is a First Priority Obligation;

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“First Priority Share Mortgage” means the Equitable Share Mortgage dated 1 March 2010 between the Mortgagor and the First Priority Secured Party as varied from time to time;

“gross negligence” shall be interpreted according to the laws of the State of New York, United States of America;

“Guarantor” means each of the Mortgagor, Seagate Technology, the Company and certain other subsidiaries of Seagate Technology, all of which entities have guaranteed the Notes under the Indenture;

“Indenture” means the Indenture dated as of 1 May 2009 and made among the Issuer, the Seagate Technology, Wells Fargo Bank, N.A. as trustee and the other guarantors party thereto as varied from time to time;

“Indenture Documents” has the meaning given to it in the U.S. Security Agreement;

“Intercreditor Agreement” means the Intercreditor Agreement dated 1 May 2009 among the Collateral Agent, JPMorgan Chase Bank, N.A., Seagate Technology, the Issuer, the Mortgagor and the other parties thereto as varied from time to time;

“Mortgage” means this share mortgage;

“Mortgaged Property” means the Mortgaged Shares and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any of the Mortgaged Shares including:

(a)all dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any Mortgaged Shares;

(b)all shares, securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any Mortgaged Shares (including but not limited to proceeds of sale); and

(c)all certificates or other evidence of title to any of the Mortgaged Shares now and from time to time hereafter deposited with the Collateral Agent;

“Mortgaged Shares” means:

(a)the Initial Shares;

(b)any shares acquired in respect of Mortgaged Shares by reason of a stock split, stock dividend, reclassification or otherwise; and

(c)all other shares in the Company from time to time legally or beneficially owned by the Mortgagor;

“Note Guaranty” means the guaranty of the Notes by the Mortgagor as Guarantor pursuant to the Indenture as varied from time to time;

“Other Guarantor” means any of the Guarantors other than the Mortgagor;

“Parties” means the parties to this Mortgage;

“Register of Charges” means the register of charges of the Mortgagor maintained by the Mortgagor in accordance with Section 54 of the Companies Law;

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“Register of Members” means the register of members of the Company maintained by the Company in accordance with the Companies Law;

“Secured Obligations” has the meaning given to it in the U.S. Security Agreement;

“Secured Party” or “Secured Parties” has the meaning given to it in the U.S. Security Agreement;

“Security Interest” means:

(a)a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)any other type of arrangement having a similar effect; or

(d)agreements to create the foregoing;

“Security Period” means the period commencing on the date of execution of this Mortgage and terminating on the date when all the Secured Obligations have been discharged in full; and

“U.S. Security Agreement” means the Second Lien U.S. Security Agreement among the Issuer, Seagate Technology, each of the subsidiaries listed in Schedule I thereto and the Collateral Agent as supplemented by Seagate Technology plc and the Company on or about the date hereof and as varied from time to time.

1.2In construing this Mortgage (including the recitals), unless otherwise specified:

(a)references to any Party shall be construed so as to include that Party’s respective successors in title, permitted assigns and permitted transferees;

(b)“including” and “in particular” shall not be construed restrictively but shall mean respectively “including, without prejudice to the generality of the foregoing” and “including, without limitation”, and “in particular, but without prejudice to the generality of the foregoing”;

(c)references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); and in each case, its successors and assigns and persons deriving title under or through it, in whole or in part, and any person which replaces any party to any document in its respective role thereunder, whether by assuming the rights and obligations of the party being replaced or whether by executing a document in or substantially in the form of the document it replaces;

(d)“variation” includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and “vary” and “varied” shall be construed accordingly;

3

(e)“writing” includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Mortgage to be signed and “written” has a corresponding meaning;

(f)references to the “consent” of the Collateral Agent shall be construed as the consent of the Collateral Agent acting in its absolute discretion;

(g)subject to Clause 20.3, references to this Mortgage or to any other document include references to this Mortgage or such other document as varied in any manner from time to time, even if changes are made to:

(i)the composition of the parties to this Mortgage or such other document or to the nature or amount (including any increase) of any facilities made available under such other document; or

(ii)the nature or extent of any obligations under such other document;

(h)references to uncertificated shares are to shares the title to which can be transferred by means of an electronic or other entry and references to certificated shares are to shares which are not uncertificated shares;

(i)references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine or neuter and vice versa;

(j)references to clauses and schedules are to clauses of, and schedules to, this Mortgage;

(k)references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;

(l)headings and titles are for convenience only and do not affect the interpretation of this Mortgage;

(m)an Event of Default is “continuing” if it has not been remedied or waived; and

(n)this Mortgage is a “Security Agreement” under the terms of the Indenture.

2.REPRESENTATION AND WARRANTIES

2.1The Mortgagor hereby represents and warrants to the Collateral Agent and each Secured Party on the date of this Mortgage that:

(a)the Mortgagor is the sole legal and beneficial owner of the Mortgaged Property free from any Security Interest (other than that created by the First Priority Share Mortgage and this Mortgage) or other interest and any options or rights of pre-emption;

(b)the Mortgaged Shares represent 100% (one hundred percent) of the issued shares of the Company;

(c)any Mortgaged Shares are, or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a Cayman Islands exempted company.  To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be;

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(d)no person has or is entitled to any conditional or unconditional option, warrant or other right to subscribe for, purchase or otherwise acquire any issued or unissued shares, or any interest in shares, in the capital of the Company;

(e)the Mortgaged Shares are not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, return of any amount paid on account of shares or otherwise which are not expressly set out in the memorandum and articles of association of the Company;

(f)there are no covenants, agreements, conditions, interest, rights or other matters whatsoever which adversely affect the Mortgaged Property;

(g)the Mortgagor has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Property or any interest in the Mortgaged Property;

(h)the Mortgagor has full power and authority to:

(i)execute and deliver this Mortgage and the other Indenture Documents to which it is a party;

(ii)be the legal and beneficial owner of the Mortgaged Property; and

(iii)comply with the provisions of, and perform all its obligations under this Mortgage and the other Indenture Documents to which it is a party;

(i)it is able to pay its debts as they fall due and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:

(i)winding up, dissolution or reorganisation;

(ii)the enforcement of any Security Interest over its assets; or

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;

(j)it is not in breach (nor would be in breach with the giving of notice, passing of time, or satisfaction of any other condition) or in default under any deed, instrument or any agreement to which it is a party or which is binding on it or any of its assets;

(k)it has not taken any action whereby the rights attaching to the Mortgaged Property are altered or diluted save to the extent such alteration or dilution is expressly permitted under this Mortgage or any other Indenture Document; and

(l)this Mortgage is effective to create a valid and enforceable second priority equitable mortgage and second priority fixed charge upon the Mortgaged Property in favour of the Collateral Agent ranking in priority to any claims by any liquidator (or similar officer) or creditor of the Mortgagor other than the parties secured by the First Priority Share Mortgage.

2.2The Mortgagor also represents and warrants to and undertakes with the Collateral Agent that the foregoing representations and warranties will be true and accurate throughout the continuance of this Mortgage with reference to the facts and circumstances subsisting from time to time.

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3.COVENANT TO PAY

The Mortgagor hereby covenants with the Collateral Agent as primary obligor and not merely as surety to pay and discharge the Secured Obligations in the manner provided in the Indenture Documents.

4.SECURITY

4.1As a continuing security for the payment and discharge of the Secured Obligations, the Mortgagor as legal and beneficial owner hereby:

(a)mortgages to the Collateral Agent, by way of a second equitable mortgage, the Mortgaged Shares;

(b)charges to the Collateral Agent, by way of a second fixed charge, all of its right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property; and

(c)assigns, and agrees to assign, absolutely by way of security to the Collateral Agent all its rights, present and future, relating to any of the Mortgaged Property.

4.2The Mortgagor hereby agrees to deliver, or cause to be delivered, to the Collateral Agent on the date hereof:

(a)copies of the memorandum and articles of association and board and committee resolutions of the Mortgagor required to authorise the execution of this Mortgage;

(b)an executed but undated share transfer certificate in respect of the Initial Shares in the form set out in Schedule 1 to this Mortgage and any other documents which from time to time may be requested by the Collateral Agent in order to enable the Collateral Agent or its nominees to be registered as the owner or otherwise obtain legal title to the Mortgaged Shares;

(c)all share certificates (if any) representing the Mortgaged Shares (when a share certificate is so issued by the Company and is not in the possession of the First Priority Secured Party) and a certified copy of the Register of Members of the Company showing the Mortgagor as registered owner of the Mortgaged Shares;

(d)an executed irrevocable proxy and power of attorney made in respect of the Mortgaged Shares in favour of the Collateral Agent in the form set out in Schedule 2 to this Mortgage;

(e)an executed irrevocable letter of instructions from the Company to its registered office provider appointing an instructing party for the Company in the form set out in Schedule 3 of this Mortgage;

(f)a copy of the special resolution passed by the Mortgagor in the form agreed by the parties; and

(g)a certified copy of the Mortgagor’s Register of Mortgages and Charges which has been updated to record the particulars of this Mortgage in a form satisfactory to the Collateral Agent.

4.3The Mortgagor will procure that there shall be no increase in the issued share capital of the Company (other than by way of an issuance of further shares to the person in whose name the

6

Mortgaged Shares are registered) without the prior consent in writing of the Collateral Agent subject to the terms, conditions and provisions of the Intercreditor Agreement.

4.4The Mortgagor will deliver, or cause to be delivered, to the Collateral Agent immediately upon (without prejudice to Clause 4.3) the issue of any further Mortgaged Shares, the items listed in Clauses 4.2(b) and 4.2(c) in respect of all such further Mortgaged Shares.

4.5The Mortgagor shall, immediately after execution of this Mortgage procure that that any existing notation be deleted and that the following notation be entered on the Register of Members of the Company:

“All the ordinary shares issued as fully paid up and registered in the name of Seagate Technology HDD Holdings are subject to a second priority mortgage and charge in favour of Wells Fargo Bank, National Association pursuant to a share mortgage dated 1 March 2010, as amended from time to time.”

4.6The Mortgagor shall, immediately after execution of this Mortgage, provide the Collateral Agent with a certified true copy of the Register of Members of the Company with the annotation referred to in Clause 4.5.

5.RIGHTS IN RESPECT OF MORTGAGED PROPERTY

5.1Unless and until the declaration by the Collateral Agent of an occurrence of an Event of Default:

(a)the Mortgagor shall be entitled to exercise all voting and consensual powers pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the terms of this Mortgage or the other Indenture Documents; and

(b)the Mortgagor shall be entitled to receive and retain any dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof.

5.2The Collateral Agent shall not have any duty to ensure that any dividends, interest or other moneys and assets receivable in respect of the Mortgaged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Mortgaged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption, bonus, rights, preference, or otherwise on or in respect of, any of the Mortgaged Property.

5.3Subject to the Intercreditor Agreement, the Mortgagor hereby authorises the Collateral Agent to arrange at any time and from time to time after the occurrence of an Event of Default for the Mortgaged Property or any part thereof to be registered in the name of the Collateral Agent (or its nominee) thereupon to be held, as so registered, subject to the terms of this Mortgage and, at the request of the Collateral Agent, the Mortgagor shall without delay procure that the foregoing shall be done.

6.PRESERVATION OF SECURITY

6.1It is hereby agreed and declared that:

(a)the security created by this Mortgage shall be held by the Collateral Agent as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

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(b)the Collateral Agent shall not be bound to enforce any other security before enforcing the security created by this Mortgage;

(c)no delay or omission on the part of the Collateral Agent in exercising any right, power or remedy under this Mortgage shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Collateral Agent may deem expedient; and

(d)any waiver by the Collateral Agent of any terms of this Mortgage shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2Any settlement or discharge under this Mortgage between the Collateral Agent and the Mortgagor shall be conditional upon no security or payment to the Collateral Agent by the Company or the Mortgagor or any other person (including, without limitation, any Other Guarantor) being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Collateral Agent shall be entitled to enforce this Mortgage as if such settlement or discharge had not been made, provided that such settlement or discharge shall become unconditional six months and one day after the date of such settlement or discharge.

6.3The rights of the Collateral Agent under this Mortgage and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Company, the Mortgagor, the Collateral Agent or any other person:

(a)any time or waiver granted to or composition with the Company, the Mortgagor or any other person;

(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company, the Mortgagor or any other person;

(c)any legal limitation, disability, incapacity or other circumstances relating to the Company, the Mortgagor or any other person;

(d)any amendment or supplement to any Indenture Document or any other document or security (including any amendment the effect of which is to change the nature or amount of any facilities made available thereunder or to change the nature or extent of any obligations thereunder);

(e)the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the Company, the Mortgagor or any other person; or

(f)the unenforceability, invalidity or frustration of any obligations of the Company, the Mortgagor or any other person under any Indenture Document or any other document or security.

6.4During the Security Period, the Mortgagor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Collateral Agent of its rights under, or the security constituted by, this Mortgage or any Indenture Document or by virtue of any relationship between or transaction involving the Mortgagor and/or the Company (whether

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such relationship or transaction shall constitute the Mortgagor a creditor of the Company, a guarantor of the obligations of the Company or in part subrogated to the rights of others against the Company or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Mortgage):

(a)exercise any rights of subrogation against the Company or any other person in relation to any rights, security or moneys held or received or receivable by the Collateral Agent or any person;

(b)exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)exercise any right of set-off or counterclaim against the Company or any such co-surety;

(d)receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or

(e)unless so directed by the Collateral Agent (when the Mortgagor will prove in accordance with such directions), claim as a creditor of the Company or any such co-surety in competition with the Collateral Agent.

The Mortgagor shall hold in trust for the Collateral Agent and forthwith pay or transfer (as appropriate) to the Collateral Agent any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

6.5During the Security Period, the Collateral Agent may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Collateral Agent for as long as it may think fit, any moneys received recovered or realised under this Mortgage or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Indenture Documents; provided that the Collateral Agent shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Collateral Agent in any such account or accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

6.6Subject to the Intercreditor Agreement, except as otherwise permitted by the First Priority Share Mortgage, the Mortgagor shall not, without the prior written consent of the Collateral Agent:

(a)cause or permit any rights attaching to the Mortgaged Property to be varied or abrogated;

(b)cause or permit any of the Mortgaged Property to be consolidated, sub-divided or converted or the capital of the Company to be re-organised, exchanged or repaid; or

(c)cause or permit anything to be done which may depreciate, jeopardise or otherwise prejudice the value of the security hereby given.

6.7The Mortgagor hereby covenants that during the Security Period it will remain the legal and beneficial owner of the Mortgaged Property (subject to the Security Interests hereby created) and that it will not (other than as permitted by the Indenture Documents):

(a)create or suffer the creation of any Security Interests (other than those created by this Mortgage and the First Priority Share Mortgage) or any other interest on or in respect of the whole or any part of the Mortgaged Property or any of its interest therein;

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(b)sell, assign, transfer or otherwise dispose of any of its interest in the Mortgaged Property without the prior consent in writing of the Collateral Agent; or

(c)permit the Register of Members to be maintained outside of the Cayman Islands or by a service provider other than the person to whom the letter of instructions in Schedule 3 has been given (unless in the later case, the Mortgagor has provided a new letter of instructions substantially in the form of Schedule 3 by the new service provider).

6.8The Mortgagor shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Collateral Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Mortgagor to perform its obligations in respect thereof.

6.9The Mortgagor shall ensure that it shall not, without the prior written consent of the Collateral Agent, use its voting rights to permit the Company to amend its memorandum or articles of association in a way which could be expected to adversely affect the interests of the Collateral Agent or any of the Secured Parties.

6.10The Mortgagor shall procure that the Company shall not:

(a)create or permit to subsist any Security Interest upon the whole or any part of its assets, except as permitted by the Indenture Documents;

(b)register any transfer of the Mortgaged Shares to any person (except (i) to the Collateral Agent or its nominees pursuant to the provisions of this Mortgage and (ii) as permitted by the Indenture Documents);

(c)issue any replacement share certificates in respect of any of the Mortgaged Shares;

(d)continue its existence under the laws of any jurisdiction other than the Cayman Islands;

(e)do anything which might result in the Company being struck off the register as an exempted company;

(f)issue, allot or grant warrants or options with respect to any additional shares;

(g)exercise any rights of forfeiture over any of the Mortgaged Shares; or

(h)purchase, redeem, otherwise acquire, cancel, sub-divide, amalgamate, reclassify or otherwise restructure any of the Mortgaged Property,

during the Security Period without the prior written consent of the Collateral Agent.

6.11The Mortgagor shall procure that the Company shall irrevocably consent to any transfer of the Mortgaged Shares by the Collateral Agent or its nominee to any other person pursuant to the exercise of the Collateral Agent’s rights under this Mortgage.

6.12The Mortgagor shall not, without the prior written consent of the Collateral Agent, participate in any vote concerning a members’ liquidation or compromise pursuant to the Companies Law.

7.ENFORCEMENT OF SECURITY

7.1At any time after the occurrence of an Event of Default or if a demand is made for the payment of the Secured Obligations, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Collateral Agent under this Mortgage shall be immediately

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exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Collateral Agent without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent:

(a)solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Collateral Agent may think fit;

(b)date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage;

(c)receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Collateral Agent, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by the Mortgagor for the Collateral Agent and paid or transferred to the Collateral Agent on demand;

(d)take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Collateral Agent may deem fit, and thereupon the Collateral Agent shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members;

(e)borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise);

(f)settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Mortgagor or relating to the Mortgaged Property;

(g)bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property or any business of the Mortgagor;

(h)redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property;

(i)exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Collateral Agent would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property;

(j)do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Collateral Agent under or by virtue of any document to which the Mortgagor is party; and

(k)exercise all rights and remedies afforded to it under this Mortgage and applicable law.

7.2The Collateral Agent shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the

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Collateral Agent by this Mortgage or to which the Collateral Agent may at any time be entitled hereunder.

7.3Upon any sale of the Mortgaged Property or any part thereof by the Collateral Agent, the purchaser shall not be bound to see or enquire whether the Collateral Agent’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Collateral Agent, and the receipt of the Collateral Agent for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

7.4Any money received or realised by the Collateral Agent under the powers conferred by this Mortgage shall be paid or applied in a manner consistent with Section 6.02 of the U.S. Security Agreement.

7.5During the Security Period, the Collateral Agent may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

7.6Neither the Collateral Agent nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty or wilful default.

7.7The Collateral Agent shall not, by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof, be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a Collateral Agent-in-possession might be liable.

8.APPOINTMENT OF A RECEIVER

8.1At any time after:

(a)the occurrence of an Event of Default; or

(b)a request has been made by the Mortgagor to the Collateral Agent for the appointment of a receiver over its assets or in respect of the Mortgagor,

then notwithstanding the terms of any other agreement between the Mortgagor and any person, the Collateral Agent may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Mortgaged Property as the Collateral Agent may choose in its entire discretion.

8.2Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Collateral Agent shall specify to the contrary.

8.3The Collateral Agent may from time to time determine the remuneration of a receiver.

8.4The Collateral Agent may remove a receiver from all or any of the Mortgaged Property of which he is the receiver and after the receiver has vacated office or ceased to act in respect of any of the Mortgaged Property, appoint a further receiver over all or any of the Mortgaged Property in respect of which he shall have ceased to act.

8.5Such an appointment of a receiver shall not preclude:

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(a)the Collateral Agent from making any subsequent appointment of a receiver over all or any Mortgaged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)the appointment of an additional receiver to act while the first receiver continues to act.

8.6The receiver shall be the agent of the Mortgagor (which shall be solely liable for his acts, defaults and remuneration) unless and until the Mortgagor is placed into liquidation, after which time he shall act as principal. The receiver shall not at any time become the agent of the Collateral Agent.

9.POWERS OF A RECEIVER

9.1Subject to the terms of the Intercreditor Agreement, in addition to those powers conferred by law, a receiver shall have and be entitled to exercise in relation to the Mortgagor all the powers set forth below:

(a)to exercise all rights of the Collateral Agent under or pursuant to this Mortgage, including all voting and other rights attaching to the Mortgaged Property;

(b)to make any arrangement or compromise with others as he shall think fit;

(c)to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Mortgagor; and

(f)to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Mortgaged Property or the value thereof.

10.FURTHER ASSURANCES

10.1The Mortgagor shall at its own expense promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Collateral Agent may reasonably specify and in such form as the Collateral Agent may reasonably require in order to:

(a)perfect or protect the security created or intended to be created under or evidenced by this Mortgage (which may include the execution of a charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Mortgage) or for the exercise of any rights, powers and remedies of the Collateral Agent provided by or pursuant to this Mortgage, the Indenture Documents or by law; or

(b)following an Event of Default, subject to the Intercreditor Agreement, facilitate the realisation of the assets which are, or are intended to be, the subject of this Mortgage.

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10.2Without limiting the other provisions of this Mortgage, the Mortgagor shall at its own expense take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Collateral Agent by or pursuant to this Mortgage.

11.INDEMNITIES

11.1The Mortgagor will indemnify and save harmless the Collateral Agent, any receiver and each agent or attorney appointed under or pursuant to this Mortgage from and against any and all reasonable expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Collateral Agent or such agent or attorney other than as a result of the gross negligence or wilful default of the Mortgagee:

(a)in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Mortgage;

(b)in the preservation or enforcement of the Collateral Agent’s rights under this Mortgage or the priority thereof;

(c)on the release of any part of the Mortgaged Property from the security created by this Mortgage; or

(d)arising out of any breach by the Mortgagor of any term of this Mortgage,

and the Collateral Agent or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Mortgage.  All amounts suffered, incurred or paid by the Collateral Agent or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 11.1 shall require the Mortgagor to indemnify and save harmless the Collateral Agent from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Collateral Agent as a result of the Collateral Agent’s dishonesty or wilful default.

11.2If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Mortgagor or the bankruptcy or liquidation of the Mortgagor or for any other reason any payment under or in connection with this Mortgage is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Mortgage (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Collateral Agent when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Mortgage, the Mortgagor, as a separate and independent obligation, shall indemnify and hold harmless the Collateral Agent against the amount of such shortfall.  For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Collateral Agent is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

12.POWER OF ATTORNEY

12.1The Mortgagor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Collateral Agent and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

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(a)to execute and complete in favour of the Collateral Agent or its nominees or of any purchaser any documents which the Collateral Agent may from time to time require for perfecting the Collateral Agent’s title to, for vesting any of the assets and property hereby mortgaged, or charged in the Collateral Agent or its nominees or in any purchaser or for any of the purposes contemplated in Clause 7.1 hereof;

(b)after the occurrence of an Event of Default, to give effectual discharges for payments, to take and institute on non-payment (if the Collateral Agent in its sole discretion so decides) all steps and proceedings in the name of the Mortgagor or of the Collateral Agent for the recovery of such moneys, property and assets hereby mortgaged or charged;

(c)after the declaration by the Collateral Agent of an Event of Default, to agree accounts and make allowances and give time or other indulgence to any surety or other person liable;

(d)so as to enable the Collateral Agent to carry out in the name of the Mortgagor any obligation imposed on the Mortgagor by this Mortgage (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Mortgaged Property and the exercise of all the Mortgagor’s rights and discretions in relation to the Mortgaged Property);

(e)so as to enable the Collateral Agent and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Mortgage or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal and beneficial owner of the Mortgaged Property), and

(f)generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid,

in each case, subject to the terms, conditions and provisions of the Intercreditor Agreement.

12.2Notwithstanding any other provision of Clause 12.1, the power of attorney created by Clause 12.1 shall not be exercisable by or on behalf of the Collateral Agent as the case may be until an Event of Default has occurred.

12.3The power hereby conferred shall be a general power of attorney and the Mortgagor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to herein, the exercise by the Collateral Agent of such power shall be conclusive evidence of its right to exercise the same.

13.EXPENSES

13.1The Mortgagor shall pay to the Collateral Agent on demand all reasonable costs, fees and expenses (including, but not limited to, properly incurred legal fees and expenses) and taxes thereon incurred by the Collateral Agent or for which the Collateral Agent may become liable in connection with:

(a)the negotiation, preparation and execution of this Mortgage;

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(b)the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Mortgage or the priority hereof;

(c)any variation of, or amendment or supplement to, any of the terms of this Mortgage; or

(d)any consent or waiver required from the Collateral Agent in relation to this Mortgage,

and in the case referred to in Clauses 13.1(c) and 13.1(d), regardless of whether the same is actually implemented, completed or granted, as the case may be.

13.2The Mortgagor shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Mortgage may be subject or give rise and shall indemnify the Collateral Agent on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Mortgagor to pay any such duties or taxes.

14.RELEASE

14.1Subject to Clause 14.2, when all the Secured Obligations have been paid in full in cash or the Security Interest created by this Mortgage is automatically released pursuant to Section 11.04 of the Indenture, the Collateral Agent shall (at the request and cost of the Mortgagor) execute such documents and do all such reasonable acts as may be necessary to release the Mortgaged Property from the security constituted by this Mortgage.  Such release shall not prejudice the rights of the Collateral Agent under Clause 11.

14.2If the Collateral Agent considers in good faith that any amount received in payment or purported payment of the Secured Obligations (whether received from or paid by the Company, any Other Guarantor or any other relevant person) is capable of being avoided or reduced by virtue of any insolvency or other similar laws:

(a)the liability of the Mortgagor under this Mortgage and the security constituted by this Mortgage shall continue and such amount shall not be considered to have been irrevocably paid; and

(b)the Collateral Agent may keep any security held by it in respect of the Mortgagor’s liability under the Indenture Documents in order to protect the Secured Parties against any possible claim under insolvency law for up to six years after all Secured Obligations have been satisfied.  If a claim is made against a Secured Party within that period, the Collateral Agent may keep the security until that claim has finally been dealt with.

15.NOTICES

Any notice or other communication given or made under or in connection with the matters contemplated by this Mortgage shall be provided in accordance with Section 12.03 of the Indenture.

16.ASSIGNMENTS

16.1This Mortgage shall be binding upon and shall enure to the benefit of the Mortgagor, the Collateral Agent and each of their respective successors and (subject to clauses 16.2 and 16.3) assigns and references in this Mortgage to any of them shall be construed accordingly.

16.2The Mortgagor may not assign or transfer all or any part of its rights and/or obligations under this Mortgage.

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16.3The Collateral Agent may assign and transfer its rights pursuant to this Mortgage in accordance with the terms of Section 7.05 of the U.S. Security Agreement.

17.COLLATERAL AGENT

17.1The Collateral Agent holds the benefit of this Mortgage (and any other security created in its favour pursuant to this Mortgage) as agent for and on behalf of the Secured Parties pursuant to the terms of the Indenture and the U.S. Security Agreement.  The retirement of the person for the time being acting as Collateral Agent and the appointment of a successor shall be effected in the manner provided for in the Indenture.

17.2Nothing in this Mortgage shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Collateral Agent.

18.SET-OFF

18.1The Mortgagor authorises the Collateral Agent (but the Collateral Agent shall not be obliged to exercise such right), after the occurrence of an Event of Default to set off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Collateral Agent to the Mortgagor.

19.SUBSEQUENT SECURITY INTERESTS

19.1If the Collateral Agent at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Mortgaged Property or any assignment or transfer of the Mortgaged Property which is prohibited by the terms of this Mortgage, all payments thereafter by or on behalf of the Mortgagor to the Collateral Agent shall be treated as having been credited to a new account of the Mortgagor and not as having been applied in reduction of the Secured Obligations as at the time when the Collateral Agent received such notice.

20.MISCELLANEOUS

20.1The Collateral Agent, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Collateral Agent under this Mortgage in relation to the Mortgaged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Collateral Agent may think fit.  The Collateral Agent shall not be in any way liable or responsible to the Mortgagor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Collateral Agent has acted reasonably in selecting such delegate.

20.2If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Mortgage or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

20.3This Mortgage (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

20.4Each document, instrument, statement, report, notice or other communication delivered in connection with this Mortgage shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing

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version and upon which in all cases the Collateral Agent and the Secured Parties shall be entitled to rely.

20.5This Mortgage may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

20.6The parties intend that this Mortgage take effect as a deed notwithstanding the fact that the Collateral Agent may only execute it under hand.

20.7Whenever reference is made in this Mortgage to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in accordance with the Indenture.  This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

21.LAW AND JURISDICTION

21.1This Mortgage shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this clause shall affect the right of the Collateral Agent to serve process in any manner permitted by law or limit the right of the Collateral Agent to take proceedings with respect to this Mortgage against the Mortgagor in any jurisdiction nor shall the taking of proceedings with respect to this Mortgage in any jurisdiction preclude the Collateral Agent from taking proceedings with respect to this Mortgage in any other jurisdiction, whether concurrently or not.

22.INTERCREDITOR AGREEMENT

22.1The Security Interests created by this Mortgage on the property described herein are subordinate to the Security Interests on such property created by any similar instrument already granted to any First Priority Secured Party, in such property, in accordance with the provisions of the Intercreditor Agreement.  Notwithstanding anything to the contrary, the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and this Mortgage, the terms of the Intercreditor Agreement shall govern.

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IN WITNESS whereof this Equitable Share Mortgage has been entered into by the parties and executed as a deed on the day and the year first before written.

EXECUTED AS A DEED by SEAGATE TECHNOLOGY HDD HOLDINGS:	)	/s/ Kenneth M. Massaroni
	)	Duly Authorised Signatory
	)
	)	Name:	Kenneth M. Massaroni
	)
	)	Title:	Director
	)

in the presence of:
/s/ Demetrios N. Mavrikis
Signature of Witness
Name:	Demetrios N. Mavrikis
Address:	920 Disc Dr, Scotts Valley, CA 95066
Occupation:	Executive Assistant

[Signature Page to Second Priority Mortgage of Shares in Seagate HDD Cayman]

EXECUTED AS A DEED by WELLS FARGO BANK, NATIONAL ASSOCIATION	)	/s/ Maddy Hall
	)	Duly Authorised Signatory
	)
	)
	)

in the presence of:
/s/ Brian A. Buchanan, Vice President
Signature of Witness
Name:	Brian A. Buchanan, Vice President
Address:	Wells Fargo Bank, N.A. Corporate Trust Services 707 Wilshire Blvd, 17th Floor Los Angeles, CA 90017
Occupation:	Corporate Trust Officer

[Signature Page to Second Priority Mortgage of Shares in Seagate HDD Cayman]

SCHEDULE 1

SEAGATE TECHNOLOGY INTERNATIONAL

(THE “COMPANY”)

SHARE TRANSFER CERTIFICATE

[LEFT UNDATED]

SHARE TRANSFER CERTIFICATE DATED                                                   

                                                                                            (the “Transferor”) does hereby transfer to                                                                (the “Transferee”)                                                                        (the “Shares”) of a par value of                  each.

SIGNED by the Transferor by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

21

And I/we do hereby agree to take the Shares.

SIGNED by the Transferee by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

22

SCHEDULE 2

IRREVOCABLE APPOINTMENT OF PROXY

SEAGATE HDD CAYMAN

(THE “COMPANY”)

This Irrevocable Appointment of Proxy shall not become effective until the Irrevocable Appointment of Proxy dated 1 March 2010 granted by the Companies in favour of JPMorgan Chase Bank, N.A. as first priority secured party has been terminated pursuant to and in accordance with the Articles of Association of the respective Companies.

The undersigned being the legal and beneficial owner of all of the issued and outstanding shares of US$1.00 par value each (the “Initial Shares”) in the Company, an exempted company incorporated with limited liability in the Cayman Islands, hereby irrevocably, with respect to the Company:

1.makes, constitutes and appoints WELLS FARGO BANK, NATIONAL ASSOCIATION as collateral agent and trustee for and on behalf of the Secured Parties (as defined in the Mortgages) (the “Proxy”) as the irrevocable proxy of the undersigned with full power to appoint a nominee or nominees to act hereunder from time to time and to have all other rights and entitlements of an “Irrevocable Proxy” (as such term is defined in the Articles of Association of the Company) under the Articles of Association of the Company, including to vote the Initial Shares and all other shares in the Company from time to time legally owned by each of the undersigned (the “Shares”) registered in its name at all general meetings of shareholders of the Company with the same force and effect as the undersigned might or could do and to requisition and convene a meeting or meetings of the shareholders of the Company for the purpose of considering any resolution of the members of the Company in respect of any proposal to amend the Memorandum of Association and/or the Articles of Association with respect to those provisions inserted pursuant to Special Resolutions of the Company passed on or about the [1st] March 2010 (the “Reserved Matter”);

2.makes, constitutes and appoints the Proxy as the true and lawful attorney-in-fact of the undersigned to approve, complete, amend, execute and deliver any resolution in writing concerning any Reserved Matter or sign any approval in writing concerning any Reserved Matter as contemplated in the Articles of Association of the Company in the name of and on behalf of the undersigned, and the undersigned hereby ratifies and confirms all that the said Proxy or its nominee or nominees shall do or cause to be done by virtue hereof.

The Shares are the subject of a mortgage (the “Mortgage”) dated 1 March 2010, between the Proxy and Seagate HDD Cayman as mortgagor.

The power of attorney hereby granted is granted irrevocably for full value as part of the security constituted hereby to secure proprietary interests of and the performance of obligations owed to Wells Fargo Bank, National Association within the meaning of the Powers of Attorney Law (1996 Revision) of the Cayman Islands and the undersigned hereby acknowledges the same.

The power of attorney granted hereunder (and the appointment of the Proxy as irrevocable proxy of each of the undersigned) shall be governed by and construed in accordance with the laws of the Cayman Islands and shall be irrevocable until the discharge and release of the Mortgage.

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IN WITNESS whereof this Instrument is executed as a deed the day and year first above written.

EXECUTED AS A DEED by SEAGATE TECHNOLOGY HDD HOLDINGS:	)
	)	Signature
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

24

SCHEDULE 3

FORM OF LETTER OF INSTRUCTIONS TO REGISTERED OFFICE PROVIDER APPOINTING
INSTRUCTING PARTY

SEAGATE TECHNOLOGY HDD HOLDINGS

(THE “COMPANY”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

1 March 2010

MAPLES CORPORATE SERVICES LIMITED (“MCS”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

Dear Sirs

INSTRUCTIONS TO THE REGISTERED OFFICE PROVIDER APPOINTING INSTRUCTING PARTY

These Instructions to the Registered Office Provider Appointing Instructing Party dated 1 March 2010 from the Companies to MCS shall not become effective until the discharge and release of the mortgages dated 1 March 2010 between JPMorgan Chase Bank, N.A. as first priority secured party and Seagate HDD Cayman as mortgagor.

We hereby notify you that pursuant to a mortgage (the “Mortgage”) dated 1 March 2010 between Wells Fargo Bank, National Association as Collateral Agent (the “Collateral Agent” or “Mortgagee”) and Seagate HDD Cayman as mortgagor (the “Mortgagor”), the Mortgagor has granted a second priority security interest in favour of the Mortgagee over all the shares standing in its name in the Company identified in the Mortgage and all other shares in the Company from time to time legally or beneficially owned by the Mortgagor (the “Shares”).

We refer to the registered office agreement each dated [ ] February 2010 between MCS and the Company (the “RO Agreement”) and hereby agree that Clause 9.1 (Instructions and Reliance) of the agreement shall be deemed to be amended by the following. At any time after the Mortgagee notifies you in writing that an Event of Default (as defined in the Mortgage) has occurred you are hereby authorised and entitled to rely upon the instructions of the Mortgagee to register the Mortgagee or its nominee (as the Mortgagee may direct) as the registered holder of the Shares pursuant to the Mortgage and to otherwise comply with any directions or instructions from the Mortgagee in relation thereto.

Such authorisation and entitlement to rely upon the instructions of the Mortgagee shall terminate upon the discharge and release of the Mortgage.

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Please confirm by countersigning below that you agree to such amendment of the RO Agreement.

Yours faithfully

Authorised Signatory for and on behalf of the Company

Acknowledged and agreed.

Authorised Signatory for and on behalf of Maples Corporate Services Limited

26

EX-10.16

Exhibit 10.16

Mortgage of Shares

in

Seagate Technology International

1 March 2010

Seagate HDD Cayman

(as Mortgagor)

and

JPMorgan Chase Bank, N.A.

(as Mortgagee)

TABLE OF CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION	1
2.	REPRESENTATION AND WARRANTIES	4
3.	COVENANT TO PAY	5
4.	SECURITY	5
5.	RIGHTS IN RESPECT OF MORTGAGED PROPERTY	7
6.	PRESERVATION OF SECURITY	7
7.	ENFORCEMENT OF SECURITY	10
8.	APPOINTMENT OF A RECEIVER	12
9.	POWERS OF A RECEIVER	13
10.	FURTHER ASSURANCES	13
11.	INDEMNITIES	14
12.	POWER OF ATTORNEY	14
13.	EXPENSES	15
14.	RELEASE	16
15.	NOTICES	16
16.	ASSIGNMENTS	16
17.	ADMINISTRATIVE AGENT	16
18.	SET-OFF	17
19.	SUBSEQUENT SECURITY INTERESTS	17
20.	MISCELLANEOUS	17
21.	RELEASE OF EXISTING SECURITY OVER THE MORTGAGED PROPERTY	17
22.	LAW AND JURISDICTION	18
SCHEDULE 1		21
SCHEDULE 2		23
SCHEDULE 3		25

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THIS EQUITABLE SHARE MORTGAGE is made on 1 March 2010

BETWEEN

(1)SEAGATE HDD CAYMAN, an exempted company with limited liability incorporated under the laws of the Cayman Islands with company number 237305 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Mortgagor”); and

(2)JPMORGAN CHASE BANK, N.A., a company established under the laws of the United States of America as Administrative Agent and trustee for and on behalf of the Secured Parties (the “Administrative Agent” or “Mortgagee”).

WHEREAS

(A)Pursuant to the Credit Agreement, it was agreed that the Mortgagor, as guarantor of the obligations of the Borrower under the Credit Agreement, would provide security over shares in the Company to the Administrative Agent.

(B)The Mortgagor holds legal and beneficial title to the entire issued capital of the Company, currently 6,441 fully paid Class A shares of US$1.00 par value (the “Initial Shares”).

(C)It is an affirmative requirement under the Credit Agreement that the Mortgagor enter into this Mortgage and grant security over the Mortgaged Shares in favour of the Administrative Agent for the benefit of the Secured Parties in respect of the Secured Obligations.

NOW THIS MORTGAGE WITNESSETH

1.DEFINITIONS AND INTERPRETATION

1.1In this Mortgage, unless the context otherwise requires, words and expressions which are capitalised but not defined herein (including in the recitals hereto) shall have the same meanings as are given to them in the Credit Agreement.  In addition, the following definitions shall apply:

“Borrower” means Seagate Technology HDD Holdings;

“Companies Law” means the Companies Law (as amended) of the Cayman Islands;

“Company” means Seagate Technology International, an exempted company with limited liability incorporated under the laws of the Cayman Islands with a company number 20423 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands;

“Credit Agreement” means the Second Amended and Restated Credit Agreement dated as of 3 April 2009 made among the Borrower, Seagate Technology, the lenders party thereto, the Administrative Agent and the other agents party thereto as varied from time to time;

“Event of Default” means the occurrence of an Event of Default as defined in the Credit Agreement and/or the failure by the Mortgagor to observe or perform any covenant or agreement contained in this Mortgage or any default in the payment of any of the Secured Obligations;

“gross negligence” shall be interpreted according to the laws of the State of New York, United States of America;

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“Guarantee Agreement” means the U.S. Guarantee Agreement dated as of 29 April 2009 among the Borrower, Seagate Technology, the Administrative Agent and each of the Subsidiaries listed in Schedule 1 thereto and supplemented by the Mortgagor and Seagate Technology plc on or about the date hereof, pursuant to which, inter alia, the Mortgagor and Seagate Technology plc guarantee the Secured Obligations and as further varied from time to time;

“Guarantor” means each of the Mortgagor, Seagate Technology plc, Seagate Technology, the Company, the Borrower and each of the other subsidiaries of the Borrower party to the Guarantee Agreement;

“Mortgage” means this share mortgage;

“Mortgaged Property” means the Mortgaged Shares and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any of the Mortgaged Shares including:

(a)all dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any Mortgaged Shares;

(b)all shares, securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any Mortgaged Shares (including but not limited to proceeds of sale); and

(c)all certificates or other evidence of title to any of the Mortgaged Shares now and from time to time hereafter deposited with the Administrative Agent;

“Mortgaged Shares” means:

(a)the Initial Shares;

(b)any shares acquired in respect of Mortgaged Shares by reason of a stock split, stock dividend, reclassification or otherwise; and

(c)all other shares in the Company from time to time legally or beneficially owned by the Mortgagor;

“Original Share Mortgage” has the meaning given to such term in Clause 21 of this Mortgage;

“Other Guarantor” means any of the Guarantors other than the Mortgagor;

“Parties” means the parties to this Mortgage;

“Register of Charges” means the register of charges of the Mortgagor maintained by the Mortgagor in accordance with Section 54 of the Companies Law;

“Register of Members” means the register of members of the Company maintained by the Company in accordance with the Companies Law;

“Secured Obligations” means the Obligations as such term is defined in the Credit Agreement;

“Security Interest” means:

(a)a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

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(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)any other type of arrangement having a similar effect; or

(d)agreements to create the foregoing;

“Security Period” means the period commencing on the date of execution of this Mortgage and terminating on the date when all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated and all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank);

“Share Purchase Agreement” means the share purchase agreement dated 1 March 2010 between the Borrower and the Mortgagor; and

“U.S. Security Agreement” means the U.S. Security Agreement dated as of 29 April 2009 among the Borrower, Seagate Technology, the Company, each of the Subsidiaries listed in Schedule 1 thereto and the Administrative Agent and supplemented by the Mortgagor on or about the date hereof and as further varied from time to time.

1.2In construing this Mortgage (including the recitals), unless otherwise specified:

(a)references to any Party shall be construed so as to include that Party’s respective successors in title, permitted assigns and permitted transferees;

(b)“including” and “in particular” shall not be construed restrictively but shall mean respectively “including, without prejudice to the generality of the foregoing” and “including, without limitation”, and “in particular, but without prejudice to the generality of the foregoing”;

(c)references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); and in each case, its successors and assigns and persons deriving title under or through it, in whole or in part, and any person which replaces any party to any document in its respective role thereunder, whether by assuming the rights and obligations of the party being replaced or whether by executing a document in or substantially in the form of the document it replaces;

(d)“variation” includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and “vary” and “varied” shall be construed accordingly;

(e)“writing” includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Mortgage to be signed and “written” has a corresponding meaning;

(f)references to the “consent” of the Administrative Agent shall be construed as the consent of the Administrative Agent acting in its absolute discretion;

(g)subject to Clause 20.3, references to this Mortgage or to any other document include references to this Mortgage or such other document as varied in any manner from time to time, even if changes are made to:

3

(i)the composition of the parties to this Mortgage or such other document or to the nature or amount (including any increase) of any facilities made available under such other document; or

(ii)the nature or extent of any obligations under such other document;

(h)references to uncertificated shares are to shares the title to which can be transferred by means of an electronic or other entry and references to certificated shares are to shares which are not uncertificated shares;

(i)references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine or neuter and vice versa;

(j)references to clauses and schedules are to clauses of, and schedules to, this Mortgage;

(k)references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;

(l)headings and titles are for convenience only and do not affect the interpretation of this Mortgage;

(m)an Event of Default is “continuing” if it has not been remedied or waived; and

(n)this Mortgage is a “Security Document” under the terms of the Credit Agreement.

2.REPRESENTATION AND WARRANTIES

2.1The Mortgagor hereby represents and warrants to the Administrative Agent and each Secured Party on the date of this Mortgage that:

(a)the Mortgagor is the sole legal and beneficial owner of the Mortgaged Property free from any Security Interest (other than that created by this Mortgage) or other interest and any options or rights of pre-emption;

(b)the Mortgaged Shares represent 100% (one hundred percent) of the issued shares of the Company;

(c)any Mortgaged Shares are, or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a Cayman Islands exempted company.  To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be;

(d)no person has or is entitled to any conditional or unconditional option, warrant or other right to subscribe for, purchase or otherwise acquire any issued or unissued shares, or any interest in shares, in the capital of the Company;

(e)the Mortgaged Shares are not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, return of any amount paid on account of shares or otherwise which are not expressly set out in the memorandum and articles of association of the Company;

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(f)there are no covenants, agreements, conditions, interest, rights or other matters whatsoever which adversely affect the Mortgaged Property;

(g)the Mortgagor has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Property or any interest in the Mortgaged Property;

(h)the Mortgagor has full power and authority to:

(i)execute and deliver this Mortgage and the other Loan Documents to which it is a party;

(ii)be the legal and beneficial owner of the Mortgaged Property; and

(iii)comply with the provisions of, and perform all its obligations under, this Mortgage and the other Loan Documents to which it is a party;

(i)it is able to pay its debts as they fall due and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:

(i)winding up, dissolution or reorganisation;

(ii)the enforcement of any Security Interest over its assets; or

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;

(j)it is not in breach (nor would be in breach with the giving of notice, passing of time, or satisfaction of any other condition) or in default under any deed, instrument or any agreement to which it is a party or which is binding on it or any of its assets;

(k)it has not taken any action whereby the rights attaching to the Mortgaged Property are altered or diluted save to the extent such alteration or dilution is expressly permitted under this Mortgage or any other Loan Document; and

(l)this Mortgage is effective to create a valid and enforceable first priority equitable mortgage and first priority fixed charge upon the Mortgaged Property in favour of the Administrative Agent ranking in priority to any claims by any liquidator (or similar officer) or creditor of the Mortgagor.

2.2The Mortgagor also represents and warrants to and undertakes with the Administrative Agent that the foregoing representations and warranties will be true and accurate throughout the continuance of this Mortgage with reference to the facts and circumstances subsisting from time to time.

3.COVENANT TO PAY

The Mortgagor hereby covenants with the Administrative Agent as primary obligor and not merely as surety to pay and discharge the Secured Obligations in the manner provided in the relevant Loan Documents.

4.SECURITY

4.1Subject to the release of security in accordance with the terms of Clause 21 (Release of Existing Security over the Mortgaged Property) and the transfer of the Mortgaged Shares from the Borrower to the Mortgagor pursuant to the Share Purchase Agreement, as a continuing security

5

for the payment and discharge of the Secured Obligations, the Mortgagor as legal and beneficial owner hereby:

(a)mortgages to the Administrative Agent, by way of a first equitable mortgage, the Mortgaged Shares;

(b)charges to the Administrative Agent, by way of a first fixed charge, all of its right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property; and

(c)assigns, and agrees to assign, absolutely by way of security to the Administrative Agent all its rights, present and future, relating to any of the Mortgaged Property.

4.2The Mortgagor hereby agrees to deliver, or cause to be delivered, to the Administrative Agent on the date hereof:

(a)copies of the memorandum and articles of association and board and committee resolutions of the Mortgagor required to authorise the execution of this Mortgage;

(b)an executed but undated share transfer certificate in respect of the Initial Shares in the form set out in Schedule 1 to this Mortgage and any other documents which from time to time may be requested by the Administrative Agent in order to enable the Administrative Agent or its nominees to be registered as the owner or otherwise obtain legal title to the Mortgaged Shares;

(c)all share certificates (if any) representing the Mortgaged Shares and a certified copy of the Register of Members of the Company showing the Mortgagor as registered owner of the Mortgaged Shares;

(d)an executed irrevocable proxy and power of attorney made in respect of the Mortgaged Shares in favour of the Administrative Agent in the form set out in Schedule 2 to this Mortgage;

(e)an executed irrevocable letter of instructions from the Company to its registered office provider appointing an instructing party for the Company in the form set out in Schedule 3 of this Mortgage;

(f)a copy of the special resolution passed by the Mortgagor in the form agreed by the parties;

(g)a certified copy of the Mortgagor’s Register of Mortgages and Charges which has been updated to record the particulars of this Mortgage; and

(h)a certified copy of the Borrower’s Register of Mortgages and Charges which has been updated to record the discharge of the Original Share Mortgage.

4.3The Mortgagor will procure that there shall be no increase in the issued share capital of the Company (other than by way of an issuance of further shares to the person in whose name the Mortgaged Shares are registered) without the prior consent in writing of the Administrative Agent.

4.4The Mortgagor will deliver, or cause to be delivered, to the Administrative Agent immediately upon (without prejudice to Clause 4.3) the issue of any further Mortgaged Shares, the items listed in Clauses 4.2(b) and 4.2(c) in respect of all such further Mortgaged Shares.

6

4.5The Mortgagor shall, immediately after execution of this Mortgage, procure that any existing notation be deleted and that the following notation be entered on the Register of Members of the Company:

“All the Class A shares issued as fully paid up and registered in the name of Seagate HDD Cayman are mortgaged and charged in favour of JPMorgan Chase Bank, N.A. pursuant to a share mortgage dated 1 March 2010, as amended from time to time.”

4.6The Mortgagor shall, immediately after execution of this Mortgage, provide the Administrative Agent with a certified true copy of the Register of Members of the Company with the annotation referred to in Clause 4.5 and which has been updated to record the particulars of the transfer of the shares pursuant to the Share Purchase Agreement.

5.RIGHTS IN RESPECT OF MORTGAGED PROPERTY

5.1Unless and until the declaration by the Administrative Agent of an occurrence of an Event of Default:

(a)the Mortgagor shall be entitled to exercise all voting and consensual powers pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the terms of this Mortgage or the other Loan Documents; and

(b)the Mortgagor shall be entitled to receive and retain any dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof.

5.2The Administrative Agent shall not have any duty to ensure that any dividends, interest or other moneys and assets receivable in respect of the Mortgaged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Mortgaged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption, bonus, rights, preference, or otherwise on or in respect of, any of the Mortgaged Property.

5.3The Mortgagor hereby authorises the Administrative Agent to arrange at any time and from time to time after the occurrence of an Event of Default for the Mortgaged Property or any part thereof to be registered in the name of the Administrative Agent (or its nominee) thereupon to be held, as so registered, subject to the terms of this Mortgage and, at the request of the Administrative Agent, the Mortgagor shall without delay procure that the foregoing shall be done.

6.PRESERVATION OF SECURITY

6.1It is hereby agreed and declared that:

(a)the security created by this Mortgage shall be held by the Administrative Agent as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)the Administrative Agent shall not be bound to enforce any other security before enforcing the security created by this Mortgage;

(c)no delay or omission on the part of the Administrative Agent in exercising any right, power or remedy under this Mortgage shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right,

7

power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Administrative Agent may deem expedient; and

(d)any waiver by the Administrative Agent of any terms of this Mortgage shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2Any settlement or discharge under this Mortgage between the Administrative Agent and the Mortgagor shall be conditional upon no security or payment to the Administrative Agent by the Company or the Mortgagor or any other person (including, without limitation, any Other Guarantor) being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Administrative Agent shall be entitled to enforce this Mortgage as if such settlement or discharge had not been made, provided that such settlement or discharge shall become unconditional six months and one day after the date of such settlement or discharge.

6.3The rights of the Administrative Agent under this Mortgage and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Company, the Mortgagor, the Administrative Agent or any other person:

(a)any time or waiver granted to or composition with the Company, the Mortgagor or any other person;

(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company, the Mortgagor or any other person;

(c)any legal limitation, disability, incapacity or other circumstances relating to the Company, the Mortgagor or any other person;

(d)any amendment or supplement to any Loan Document or any other document or security (including any amendment the effect of which is to change the nature or amount of any facilities made available thereunder or to change the nature or extent of any obligations thereunder);

(e)the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the Company, the Mortgagor or any other person; or

(f)the unenforceability, invalidity or frustration of any obligations of the Company, the Mortgagor or any other person under any Loan Document or any other document or security.

6.4During the Security Period, the Mortgagor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Administrative Agent of its rights under, or the security constituted by, this Mortgage or any Loan Document or by virtue of any relationship between or transaction involving the Mortgagor and/or the Company (whether such relationship or transaction shall constitute the Mortgagor a creditor of the Company, a guarantor of the obligations of the Company or in part subrogated to the rights of others against the Company or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Mortgage):

8

(a)exercise any rights of subrogation against the Company or any other person in relation to any rights, security or moneys held or received or receivable by the Administrative Agent or any person;

(b)exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)exercise any right of set-off or counterclaim against the Company or any such co-surety;

(d)receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or

(e)unless so directed by the Administrative Agent (when the Mortgagor will prove in accordance with such directions), claim as a creditor of the Company or any such co-surety in competition with the Administrative Agent.

The Mortgagor shall hold in trust for the Administrative Agent and forthwith pay or transfer (as appropriate) to the Administrative Agent any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

6.5During the Security Period, the Administrative Agent may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Administrative Agent for as long as it may think fit, any moneys received recovered or realised under this Mortgage or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Loan Documents; provided that the Administrative Agent shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Administrative Agent in any such account or accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

6.6The Mortgagor shall not, without the prior written consent of the Administrative Agent:

(a)cause or permit any rights attaching to the Mortgaged Property to be varied or abrogated;

(b)cause or permit any of the Mortgaged Property to be consolidated, sub-divided or converted or the capital of the Company to be re-organised, exchanged or repaid; or

(c)cause or permit anything to be done which may depreciate, jeopardise or otherwise prejudice the value of the security hereby given.

6.7The Mortgagor hereby covenants that during the Security Period it will remain the legal and beneficial owner of the Mortgaged Property (subject to the Security Interests hereby created) and that it will not (other than as permitted by the Loan Documents):

(a)create or suffer the creation of any Security Interests (other than those created by this Mortgage) or any other interest on or in respect of the whole or any part of the Mortgaged Property or any of its interest therein;

(b)sell, assign, transfer or otherwise dispose of any of its interest in the Mortgaged Property without the prior consent in writing of the Administrative Agent; or

(c)permit the Register of Members to be maintained outside of the Cayman Islands or by a service provider other than the person to whom the letter of instructions in Schedule 3

9

has been given (unless in the later case, the Mortgagor has provided a new letter of instructions substantially in the form of Schedule 3 by the new service provider).

6.8The Mortgagor shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Administrative Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Mortgagor to perform its obligations in respect thereof.

6.9The Mortgagor shall ensure that it shall not, without the prior written consent of the Administrative Agent, use its voting rights to permit the Company to amend its memorandum or articles of association in a way which could be expected to adversely affect the interests of the Administrative Agent or any of the Secured Parties.

6.10The Mortgagor shall procure that the Company shall not:

(a)create or permit to subsist any Security Interest upon the whole or any part of its assets, except as permitted by the Loan Documents;

(b)register any transfer of the Mortgaged Shares to any person (except to the Administrative Agent or its nominees pursuant to the provisions of this Mortgage);

(c)issue any replacement share certificates in respect of any of the Mortgaged Shares;

(d)continue its existence under the laws of any jurisdiction other than the Cayman Islands;

(e)do anything which might result in the Company being struck off the register as an exempted company;

(f)issue, allot or grant warrants or options with respect to any additional shares;

(g)exercise any rights of forfeiture over any of the Mortgaged Shares; or

(h)purchase, redeem, otherwise acquire, cancel, sub-divide, amalgamate, reclassify or otherwise restructure any of the Mortgaged Property

during the Security Period without the prior written consent of the Administrative Agent.

6.11The Mortgagor shall procure that the Company shall irrevocably consent to any transfer of the Mortgaged Shares by the Administrative Agent or its nominee to any other person pursuant to the exercise of the Administrative Agent’s rights under this Mortgage.

6.12The Mortgagor shall not, without the prior written consent of the Administrative Agent, participate in any vote concerning a member’s liquidation or compromise pursuant to the Companies Law.

7.ENFORCEMENT OF SECURITY

7.1At any time after the occurrence of an Event of Default or if a demand is made for the payment of the Secured Obligations, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Administrative Agent under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Administrative Agent without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent:

10

(a)solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Administrative Agent may think fit;

(b)date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage;

(c)receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Administrative Agent, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by the Mortgagor for the Administrative Agent and paid or transferred to the Administrative Agent on demand;

(d)take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Administrative Agent may deem fit, and thereupon the Administrative Agent shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members;

(e)borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise);

(f)settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Mortgagor or relating to the Mortgaged Property;

(g)bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property or any business of the Mortgagor;

(h)redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property;

(i)exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Administrative Agent would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property;

(j)do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Administrative Agent under or by virtue of any document to which the Mortgagor is party; and

(k)exercise all rights and remedies afforded to it under this Mortgage and applicable law.

7.2The Administrative Agent shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Administrative Agent by this Mortgage or to which the Administrative Agent may at any time be entitled hereunder.

7.3Upon any sale of the Mortgaged Property or any part thereof by the Administrative Agent, the purchaser shall not be bound to see or enquire whether the Administrative Agent’s power of sale

11

has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Administrative Agent, and the receipt of the Administrative Agent for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

7.4Any money received or realised by the Administrative Agent under the powers conferred by this Mortgage shall be paid or applied in a manner consistent with Section 6.02 of the U.S. Security Agreement.

7.5During the Security Period, the Administrative Agent may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

7.6Neither the Administrative Agent nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty or wilful default.

7.7The Administrative Agent shall not, by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof, be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which an Administrative Agent-in-possession might be liable.

8.APPOINTMENT OF A RECEIVER

8.1At any time after:

(a)the occurrence of an Event of Default; or

(b)a request has been made by the Mortgagor to the Administrative Agent for the appointment of a receiver over its assets or in respect of the Mortgagor,

then notwithstanding the terms of any other agreement between the Mortgagor and any person, the Administrative Agent may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Mortgaged Property as the Administrative Agent may choose in its entire discretion.

8.2Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Administrative Agent shall specify to the contrary.

8.3The Administrative Agent may from time to time determine the remuneration of a receiver.

8.4The Administrative Agent may remove a receiver from all or any of the Mortgaged Property of which he is the receiver and after the receiver has vacated office or ceased to act in respect of any of the Mortgaged Property, appoint a further receiver over all or any of the Mortgaged Property in respect of which he shall have ceased to act.

8.5Such an appointment of a receiver shall not preclude:

(a)the Administrative Agent from making any subsequent appointment of a receiver over all or any Mortgaged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)the appointment of an additional receiver to act while the first receiver continues to act.

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8.6The receiver shall be the agent of the Mortgagor (which shall be solely liable for his acts, defaults and remuneration) unless and until the Mortgagor is placed into liquidation, after which time he shall act as principal.  The receiver shall not at any time become the agent of the Administrative Agent.

9.POWERS OF A RECEIVER

9.1In addition to those powers conferred by law, a receiver shall have and be entitled to exercise in relation to the Mortgagor all the powers set forth below:

(a)to exercise all rights of the Administrative Agent under or pursuant to this Mortgage, including all voting and other rights attaching to the Mortgaged Property;

(b)to make any arrangement or compromise with others as he shall think fit;

(c)to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Mortgagor; and

(f)to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Mortgaged Property or the value thereof.

10.FURTHER ASSURANCES

10.1The Mortgagor shall at its own expense promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Administrative Agent may reasonably specify and in such form as the Administrative Agent may reasonably require in order to:

(a)perfect or protect the security created or intended to be created under or evidenced by this Mortgage (which may include the execution of a charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Mortgage) or for the exercise of any rights, powers and remedies of the Administrative Agent provided by or pursuant to this Mortgage, the Loan Documents or by law; or

(b)following an Event of Default, facilitate the realisation of the assets which are, or are intended to be, the subject of this Mortgage.

10.2Without limiting the other provisions of this Mortgage, the Mortgagor shall at its own expense take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Administrative Agent by or pursuant to this Mortgage.

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11.INDEMNITIES

11.1The Mortgagor will indemnify and save harmless the Administrative Agent, any receiver and each agent or attorney appointed under or pursuant to this Mortgage from and against any and all reasonable expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Administrative Agent or such agent or attorney other than as a result of the gross negligence or wilful default of the Mortgagee:

(a)in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Mortgage;

(b)in the preservation or enforcement of the Administrative Agent’s rights under this Mortgage or the priority thereof;

(c)on the release of any part of the Mortgaged Property from the security created by this Mortgage; or

(d)arising out of any breach by the Mortgagor of any term of this Mortgage,

and the Administrative Agent or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Mortgage.  All amounts suffered, incurred or paid by the Administrative Agent or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 11.1 shall require the Mortgagor to indemnify and save harmless the Administrative Agent from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Administrative Agent as a result of the Administrative Agent’s dishonesty or wilful default.

11.2If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Mortgagor or the bankruptcy or liquidation of the Mortgagor or for any other reason any payment under or in connection with this Mortgage is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Mortgage (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Administrative Agent when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Mortgage, the Mortgagor, as a separate and independent obligation, shall indemnify and hold harmless the Administrative Agent against the amount of such shortfall.  For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Administrative Agent is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

12.POWER OF ATTORNEY

12.1The Mortgagor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Administrative Agent and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

(a)to execute and complete in favour of the Administrative Agent or its nominees or of any purchaser any documents which the Administrative Agent may from time to time require for perfecting the Administrative Agent’s title to, for vesting any of the assets and property hereby mortgaged, or charged in the Administrative Agent or its nominees or in any purchaser or for any of the purposes contemplated in Clause 7.1 hereof;

(b)after the occurrence of an Event of Default, to give effectual discharges for payments, to take and institute on non-payment (if the Administrative Agent in its sole discretion so

14

decides) all steps and proceedings in the name of the Mortgagor or of the Administrative Agent for the recovery of such moneys, property and assets hereby mortgaged or charged;

(c)after the declaration by the Administrative Agent of an Event of Default, to agree on accounts and make allowances and give time or other indulgence to any surety or other person liable;

(d)so as to enable the Administrative Agent to carry out in the name of the Mortgagor any obligation imposed on the Mortgagor by this Mortgage (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Mortgaged Property and the exercise of all the Mortgagor’s rights and discretions in relation to the Mortgaged Property);

(e)so as to enable the Administrative Agent and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Mortgage or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal and beneficial owner of the Mortgaged Property); and

(f)generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid.

12.2The power hereby conferred shall be a general power of attorney and the Mortgagor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to herein, the exercise by the Administrative Agent of such power shall be conclusive evidence of its right to exercise the same.

13.EXPENSES

13.1The Mortgagor shall pay to the Administrative Agent on demand all reasonable costs, fees and expenses (including, but not limited to, properly incurred legal fees and expenses) and taxes thereon incurred by the Administrative Agent or for which the Administrative Agent may become liable in connection with:

(a)the negotiation, preparation and execution of this Mortgage;

(b)the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Mortgage or the priority hereof;

(c)any variation of, or amendment or supplement to, any of the terms of this Mortgage; or

(d)any consent or waiver required from the Administrative Agent in relation to this Mortgage,

and in the case referred to in Clauses 13.1(c) and 13.1(d), regardless of whether the same is actually implemented, completed or granted, as the case may be.

13.2The Mortgagor shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Mortgage may be subject or give rise and shall indemnify the Administrative

15

Agent on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Mortgagor to pay any such duties or taxes.

14.RELEASE

14.1Subject to Clause 14.2, when all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated and all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) the Administrative Agent shall (at the request and cost of the Mortgagor) execute such documents and do all such reasonable acts as may be necessary to release the Mortgaged Property from the security constituted by this Mortgage.  Such release shall not prejudice the rights of the Administrative Agent under Clause 11.

14.2If the Administrative Agent considers in good faith that any amount received in payment or purported payment of the Secured Obligations (whether received from or paid by the Borrower, any Other Guarantor or any other relevant person) is capable of being avoided or reduced by virtue of any insolvency or other similar laws:

(a)the liability of the Mortgagor under this Mortgage and the security constituted by this Mortgage shall continue and such amount shall not be considered to have been irrevocably paid; and

(b)the Administrative Agent may keep any security held by it in respect of the Mortgagor’s liability under the Loan Documents in order to protect the Secured Parties against any possible claim under insolvency law for up to six years after all Secured Obligations have been satisfied.  If a claim is made against a Secured Party within that period, the Administrative Agent may keep the security until that claim has finally been dealt with.

15.NOTICES

Any notice or other communication given or made under or in connection with the matters contemplated by this Mortgage shall be provided in accordance with Section 9.01 of the Credit Agreement (with any notice to the Mortgagor to be delivered care of the Borrower).

16.ASSIGNMENTS

16.1         This Mortgage shall be binding upon and shall enure to the benefit of the Mortgagor, the Administrative Agent and each of their respective successors and (subject to clauses 16.2 and 16.3) assigns and references in this Mortgage to any of them shall be construed accordingly.

16.2The Mortgagor may not assign or transfer all or any part of its rights and/or obligations under this Mortgage.

17.ADMINISTRATIVE AGENT

17.1The Administrative Agent holds the benefit of this Mortgage (and any other security created in its favour pursuant to this Mortgage) as agent for and on behalf of the Secured Parties pursuant to the terms of the Credit Agreement.  The retirement of the person for the time being acting as Administrative Agent and the appointment of a successor shall be effected in the manner provided for in the Credit Agreement.

17.2Nothing in this Mortgage shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Administrative Agent.

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18.SET-OFF

18.1The Mortgagor authorises the Administrative Agent (but the Administrative Agent shall not be obliged to exercise such right), after the occurrence of an Event of Default to set off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Administrative Agent to the Mortgagor.

19.SUBSEQUENT SECURITY INTERESTS

19.1If the Administrative Agent at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Mortgaged Property or any assignment or transfer of the Mortgaged Property which is prohibited by the terms of this Mortgage, all payments thereafter by or on behalf of the Mortgagor to the Administrative Agent shall be treated as having been credited to a new account of the Mortgagor and not as having been applied in reduction of the Secured Obligations as at the time when the Administrative Agent received such notice.

20.MISCELLANEOUS

20.1The Administrative Agent, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Administrative Agent under this Mortgage in relation to the Mortgaged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Administrative Agent may think fit.  The Administrative Agent shall not be in any way liable or responsible to the Mortgagor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Administrative Agent has acted reasonably in selecting such delegate.

20.2If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Mortgage or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

20.3This Mortgage (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

20.4Each document, instrument, statement, report, notice or other communication delivered in connection with this Mortgage shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing version and upon which in all cases the Administrative Agent and the Secured Parties shall be entitled to rely.

20.5This Mortgage may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

20.6The parties intend that this Mortgage take effect as a deed notwithstanding the fact that the Administrative Agent may only execute it under hand.

21.RELEASE OF EXISTING SECURITY OVER THE MORTGAGED PROPERTY

21.1Pursuant to an equitable share mortgage dated 29 April 2009 between the Borrower as mortgagor and the Mortgagee, (the “Original Share Mortgage”), the Borrower agreed to secure the Secured Obligations (as defined in the Original Share Mortgage) due, owing or payable by the Borrower by granting a security interest in favour of the Mortgagee over the Mortgaged Property.

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21.2In order to permit the transfer of the Mortgaged Shares from the Borrower to the Mortgagor pursuant to the Share Purchase Agreement, the Mortgagee has agreed to release all the security created by the Original Share Mortgage over and in respect of the Mortgaged Property.

21.3The Mortgagee immediately prior to the grant of the security interest pursuant to Clause 4.1 and the transfer of the Mortgaged Shares from the Borrower to the Mortgagor pursuant to the Share Purchase Agreement hereby:

(a)releases the Mortgaged Property from the Original Share Mortgage;

(b)agrees to deliver to the Borrower an executed share transfer form and share certificate in respect of the shares subject to the Original Share Mortgage; and

(c)agrees that the irrevocable share proxy dated 29 April 2009 granted by the Borrower in favour of the Mortgagee in respect of the shares in the Company terminates upon the discharge and release of the Original Share Mortgage and, as soon as is practicable, shall add a notation to the proxy noting such termination.

22.LAW AND JURISDICTION

22.1This Mortgage shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this clause shall affect the right of the Administrative Agent to serve process in any manner permitted by law or limit the right of the Administrative Agent to take proceedings with respect to this Mortgage against the Mortgagor in any jurisdiction nor shall the taking of proceedings with respect to this Mortgage in any jurisdiction preclude the Administrative Agent from taking proceedings with respect to this Mortgage in any other jurisdiction, whether concurrently or not.

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IN WITNESS whereof this Equitable Share Mortgage has been entered into by the parties and executed as a deed on the day and the year first before written.

EXECUTED AS A DEED by SEAGATE HDD CAYMAN:	)	/s/ Kenneth M. Massaroni
	)	Duly Authorised Signatory
	)
	)	Name:	Kenneth M. Massaroni
	)
	)	Title:	Director
	)

in the presence of:
/s/ Demetrios N. Mavrikis
Signature of Witness
Name:	Demetrios N. Mavrikis
Address:	920 Disc Dr, Scotts Valley, CA 95066
Occupation:	Executive Assistant

[Signature Page to Mortgage of Shares in Seagate Technology International]

EXECUTED AS A DEED by JPMORGAN CHASE BANK, N.A.:	)	/s/ Sharon Bazbaz
	)	Duly Authorised Signatory
	)
	)	Sharon Bazbaz
	)	Vice President

in the presence of:
/s/ Anne Marie Pellegrino
Signature of Witness
Name:	Anne Marie Pellegrino
Address:	JPMorgan Chase Bank, NA, 383Madison Ave, New York, NY 10179
Occupation:	Administrative Assistant

[Signature Page to Mortgage of Shares in Seagate Technology International]

SCHEDULE 1

SEAGATE TECHNOLOGY INTERNATIONAL

(THE “COMPANY”)

SHARE TRANSFER CERTIFICATE

[LEFT UNDATED]

SHARE TRANSFER CERTIFICATE DATED                                  

                                                 (the “Transferor”) does hereby transfer to                                                       (the “Transferee”)                                                               (the “Shares”) of a par value of                  each.

SIGNED by the Transferor by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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And I/we do hereby agree to take the Shares.

SIGNED by the Transferee by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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SCHEDULE 2

IRREVOCABLE APPOINTMENT OF PROXY

SEAGATE TECHNOLOGY INTERNATIONAL

(THE “COMPANY”)

The undersigned being the legal and beneficial owner of all of the issued and outstanding shares of US$1.00 par value each (the “Initial Shares”) in the Company, an exempted company incorporated with limited liability in the Cayman Islands, hereby irrevocably, with respect to the Company:

1.makes, constitutes and appoints JPMORGAN CHASE BANK, N.A. (the “Proxy”) as the irrevocable proxy of the undersigned with full power to appoint a nominee or nominees to act hereunder from time to time and to have all other rights and entitlements of an “Irrevocable Proxy (as such term is defined in the Articles of Association of the Company) under the Articles of Association of the Company, including to vote the Initial Shares and all other shares in the Company from time to time legally owned by the undersigned (the “Shares”) registered in its name at all general meetings of shareholders of the Company with the same force and effect as the undersigned might or could do and to requisition and convene a meeting or meetings of the shareholders of the Company for the purpose of considering any resolution of the members of the Company in respect of any proposal to amend the Memorandum of Association and/or the Articles of Association with respect to those provisions inserted pursuant to Special Resolutions of the Company passed on 27 April 2009 and on or about the 1 March 2010 (the “Reserved Matter”);

2.makes, constitutes and appoints the Proxy as the true and lawful attorney-in-fact of the undersigned to approve, complete, amend, execute and deliver any resolution in writing concerning any Reserved Matter or sign any approval in writing concerning any Reserved Matter as contemplated in the Articles of Association of the Company in the name of and on behalf of the undersigned, and the undersigned hereby ratifies and confirms all that the said Proxy or its nominee or nominees shall do or cause to be done by virtue hereof.

The Shares are the subject of a mortgage (the “Mortgage”) dated 1 March 2010, between the Proxy and Seagate HDD Cayman, as mortgagor.

The power of attorney hereby granted is granted irrevocably for full value as part of the security constituted hereby to secure proprietary interests of and the performance of obligations owed to JPMorgan Chase Bank, N.A. within the meaning of the Powers of Attorney Law (1996 Revision) of the Cayman Islands and the undersigned hereby acknowledges the same.

The power of attorney granted hereunder (and the appointment of the Proxy as irrevocable proxy of each of the undersigned) shall be governed by and construed in accordance with the laws of the Cayman Islands and shall be irrevocable until the discharge and release of the Mortgage.

IN WITNESS whereof this Instrument is executed as a deed the day and year first above written.

EXECUTED AS A DEED by SEAGATE HDD CAYMAN:	)
	)	Signature
	)
in the presence of:

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Signature of Witness

Name:

Address:

Occupation:

24

SCHEDULE 3

FORM OF LETTER OF INSTRUCTIONS TO REGISTERED OFFICE PROVIDER APPOINTING INSTRUCTING PARTY

SEAGATE TECHNOLOGY INTERNATIONAL

(THE “COMPANY”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

1 March 2010

MAPLES CORPORATE SERVICES LIMITED (“MCS”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

Dear Sirs

INSTRUCTIONS TO THE REGISTERED OFFICE PROVIDER APPOINTING INSTRUCTING PARTY

We hereby notify you that pursuant to a mortgage (the “Mortgage”) dated 1 March 2010 between JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent” or “Mortgagee”) and Seagate HDD Cayman as mortgagor (the “Mortgagor”), the Mortgagor has granted a security interest in favour of the Mortgagee over all the shares standing in its name in the Company and all other shares in the Company from time to time legally or beneficially owned by the Mortgagor (the “Shares”).

We refer to the registered office agreement dated 1 January 2002 between MCS and the Company (the “RO Agreement”) and hereby agree that such agreement shall be deemed to be amended by the following. At any time after the Mortgagee notifies you in writing that an Event of Default (as defined in the Mortgage) has occurred you are hereby authorised and entitled to rely upon the instructions of the Mortgagee to register the Mortgagee or its nominee (as the Mortgagee may direct) as the registered holder of the Shares pursuant to the Mortgage and to otherwise comply with any directions or instructions from the Mortgagee in relation thereto.

Such authorisation and entitlement to rely upon the instructions of the Mortgagee shall terminate upon the discharge and release of the Mortgage.

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Please confirm by countersigning below that you agree to such amendment of the RO Agreement.

Yours faithfully

Authorised Signatory for and on behalf of the Company

Acknowledged and agreed.

Authorised Signatory for and on behalf of Maples Corporate Services Limited

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EX-10.17

Exhibit 10.17

Second Priority Mortgage of Shares

in

Seagate Technology International

1 March 2010

Seagate HDD Cayman

(as Mortgagor)

and

Wells Fargo Bank, National Association

(as Mortgagee)

TABLE OF CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION	2
2.	REPRESENTATION AND WARRANTIES	5
3.	COVENANT TO PAY	7
4.	SECURITY	7
5.	RIGHTS IN RESPECT OF MORTGAGED PROPERTY	8
6.	PRESERVATION OF SECURITY	9
7.	ENFORCEMENT OF SECURITY	12
8.	APPOINTMENT OF A RECEIVER	13
9.	POWERS OF A RECEIVER	14
10.	FURTHER ASSURANCES	14
11.	INDEMNITIES	15
12.	POWER OF ATTORNEY	16
13.	EXPENSES	17
14.	RELEASE	17
15.	NOTICES	18
16.	ASSIGNMENTS	18
17.	COLLATERAL AGENT	18
18.	SET-OFF	18
19.	SUBSEQUENT SECURITY INTERESTS	18
20.	MISCELLANEOUS	19
21.	RELEASE OF EXISTING SECURITY OVER THE MORTGAGED PROPERTY	19
22.	LAW AND JURISDICTION	20
23.	INTERCREDITOR AGREEMENT	20
SCHEDULE 1		23
SCHEDULE 2		25
SCHEDULE 3		27

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THIS EQUITABLE SHARE MORTGAGE is made on 1 March 2010

BETWEEN

(1)SEAGATE HDD CAYMAN, an exempted company with limited liability incorporated under the laws of the Cayman Islands with company number 237305 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Mortgagor”); and

(2)WELLS FARGO BANK, NATIONAL ASSOCIATION, a company established under the laws of the United States of America as Collateral Agent and trustee for and on behalf of the Secured Parties (the “Collateral Agent” or “Mortgagee”).

WHEREAS

(A)Pursuant to the Indenture, Seagate Technology International, an exempted company with limited liability incorporated under the laws of the Cayman Islands, as Issuer (the “Issuer”) issued USD430,000,000 in aggregate principal amount of 10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”)  guaranteed by Seagate Technology HDD Holdings as Guarantor.

(B)The Mortgagor holds legal and beneficial title to the entire issued capital of the Company, currently 6,441 fully paid Class A shares of US$1.00 par value (the “Initial Shares”).

(C)In order to secure the Obligations of Seagate Technology HDD Holdings under the Note Guaranty, the Indenture and the Notes, the Mortgagor has agreed to grant security over the Mortgaged Shares in favour of the Collateral Agent for the benefit of the Secured Parties in respect of the Secured Obligations.

(D)The Security Interests granted hereunder in respect of the Mortgaged Shares are subject to the terms, conditions and provisions of the Intercreditor Agreement in all respects.

NOW THIS MORTGAGE WITNESSETH

1.DEFINITIONS AND INTERPRETATION

1.1In this Mortgage, unless the context otherwise requires, words and expressions which are capitalised but not defined herein (including in the recitals hereto) shall have the same meanings as are given to them in the Indenture.  In addition, the following definitions shall apply:

“Companies Law” means the Companies Law (as amended) of the Cayman Islands;

“Company” means Seagate Technology International, an exempted company with limited liability incorporated under the laws of the Cayman Islands with a company number 20423 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands;

“Event of Default” means the occurrence of an Event of Default as defined in the Indenture and/or the failure by the Mortgagor to observe or perform any covenant or agreement contained in this Mortgage or any default in the payment of any of the Secured Obligations;

“First Priority Obligation” has the meaning given to it in the Intercreditor Agreement;

“First Priority Secured Party” means JPMorgan Chase Bank, N.A. as administrative agent under the Senior Credit Facility or any other administrative agent under a Senior Credit Facility that is a First Priority Obligation;

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“First Priority Share Mortgage” means the Equitable Share Mortgage dated 1 March 2010 between the Mortgagor and the First Priority Secured Party as varied from time to time;

“gross negligence” shall be interpreted according to the laws of the State of New York, United States of America;

“Guarantor” means each of Seagate Technology, Seagate Technology HDD Holdings, the Company and certain other subsidiaries of Seagate Technology, all of which entities have guaranteed the Notes under the Indenture;

“Indenture” means the Indenture dated as of 1 May 2009 and made among the Issuer, Seagate Technology, Wells Fargo Bank, N.A. as trustee and the other guarantors party thereto as varied from time to time;

“Indenture Documents” has the meaning given to it in the U.S. Security Agreement;

“Intercreditor Agreement” means the Intercreditor Agreement dated 1 May 2009 among the Collateral Agent, JPMorgan Chase Bank, N.A., Seagate Technology HDD Holdings, the Issuer and the other parties thereto as varied from time to time;

“Mortgage” means this share mortgage;

“Mortgaged Property” means the Mortgaged Shares and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any of the Mortgaged Shares including:

(a)all dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any Mortgaged Shares;

(b)all shares, securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any Mortgaged Shares (including but not limited to proceeds of sale); and

(c)all certificates or other evidence of title to any of the Mortgaged Shares now and from time to time hereafter deposited with the Collateral Agent;

“Mortgaged Shares” means:

(a)the Initial Shares;

(b)any shares acquired in respect of Mortgaged Shares by reason of a stock split, stock dividend, reclassification or otherwise; and

(c)all other shares in the Company from time to time legally or beneficially owned by the Mortgagor;

“Note Guaranty” means the guaranty of the Notes by the Mortgagor as Guarantor pursuant to the Indenture as varied from time to time;

“Other Guarantor” means any of the Guarantors other than the Mortgagor;

“Original Share Mortgage” has the meaning given to that term in Clause 21 of this Mortgage;

“Parties” means the parties to this Mortgage;

[Signature Page to Second Priority Mortgage of Shares in Seagate Technology International]

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“Register of Charges” means the register of charges of the Mortgagor maintained by the Mortgagor in accordance with Section 54 of the Companies Law;

“Register of Members” means the register of members of the Company maintained by the Company in accordance with the Companies Law;

“Secured Obligations” has the meaning given to it in the U.S. Security Agreement;

“Secured Party” or “Secured Parties” has the meaning given to it in the U.S. Security Agreement;

“Security Interest” means:

(a)a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)any other type of arrangement having a similar effect; or

(d)agreements to create the foregoing;

“Security Period” means the period commencing on the date of execution of this Mortgage and terminating on the date when all the Secured Obligations have been discharged in full;

“Share Purchase Agreement” means the share purchase agreement dated 1 March 2010 between Seagate Technology HDD Holdings and the Mortgagor; and

“U.S. Security Agreement” means the Second Lien U.S. Security Agreement among Seagate Technology, the Issuer and each of the subsidiaries listed in Schedule I thereto and the Collateral Agent and supplemented by Seagate Technology plc and the Mortgagor on or about the date hereof and as further varied from time to time.

1.2In construing this Mortgage (including the recitals), unless otherwise specified:

(a)references to any Party shall be construed so as to include that Party’s respective successors in title, permitted assigns and permitted transferees;

(b)“including” and “in particular” shall not be construed restrictively but shall mean respectively “including, without prejudice to the generality of the foregoing” and “including, without limitation”, and “in particular, but without prejudice to the generality of the foregoing”;

(c)references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); and in each case, its successors and assigns and persons deriving title under or through it, in whole or in part, and any person which replaces any party to any document in its respective role thereunder, whether by assuming the rights and obligations of the party being replaced or whether by executing a document in or substantially in the form of the document it replaces;

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(d)“variation” includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and “vary” and “varied” shall be construed accordingly;

(e)“writing” includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Mortgage to be signed and “written” has a corresponding meaning;

(f)references to the “consent” of the Collateral Agent shall be construed as the consent of the Collateral Agent acting in its absolute discretion;

(g)subject to Clause 20.3, references to this Mortgage or to any other document include references to this Mortgage or such other document as varied in any manner from time to time, even if changes are made to:

(i)the composition of the parties to this Mortgage or such other document or to the nature or amount (including any increase) of any facilities made available under such other document; or

(ii)the nature or extent of any obligations under such other document;

(h)references to uncertificated shares are to shares the title to which can be transferred by means of an electronic or other entry and references to certificated shares are to shares which are not uncertificated shares;

(i)references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine or neuter and vice versa;

(j)references to clauses and schedules are to clauses of, and schedules to, this Mortgage;

(k)references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;

(l)headings and titles are for convenience only and do not affect the interpretation of this Mortgage;

(m)an Event of Default is “continuing” if it has not been remedied or waived; and

(n)this Mortgage is a “Security Agreement” under the terms of the Indenture.

2.REPRESENTATION AND WARRANTIES

2.1The Mortgagor hereby represents and warrants to the Collateral Agent and each Secured Party on the date of this Mortgage that:

(a)the Mortgagor is the sole legal and beneficial owner of the Mortgaged Property free from any Security Interest (other than that created by the First Priority Share Mortgage and this Mortgage) or other interest and any options or rights of pre-emption;

(b)the Mortgaged Shares represent 100% (one hundred percent) of the issued shares of the Company;

(c)any Mortgaged Shares are, or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the

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capital of a Cayman Islands exempted company.  To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be;

(d)no person has or is entitled to any conditional or unconditional option, warrant or other right to subscribe for, purchase or otherwise acquire any issued or unissued shares, or any interest in shares, in the capital of the Company;

(e)the Mortgaged Shares are not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, return of any amount paid on account of shares or otherwise which are not expressly set out in the memorandum and articles of association of the Company;

(f)there are no covenants, agreements, conditions, interest, rights or other matters whatsoever which adversely affect the Mortgaged Property;

(g)the Mortgagor has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Property or any interest in the Mortgaged Property;

(h)the Mortgagor has full power and authority to:

(i)execute and deliver this Mortgage and the other Indenture Documents to which it is a party;

(ii)be the legal and beneficial owner of the Mortgaged Property; and

(iii)comply with the provisions of, and perform all its obligations under this Mortgage and the other Indenture Documents to which it is a party;

(i)it is able to pay its debts as they fall due and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:

(i)winding up, dissolution or reorganisation;

(ii)the enforcement of any Security Interest over its assets; or

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;

(j)it is not in breach (nor would be in breach with the giving of notice, passing of time, or satisfaction of any other condition) or in default under any deed, instrument or any agreement to which it is a party or which is binding on it or any of its assets;

(k)it has not taken any action whereby the rights attaching to the Mortgaged Property are altered or diluted save to the extent such alteration or dilution is expressly permitted under this Mortgage or any other Indenture Document; and

(l)this Mortgage is effective to create a valid and enforceable second priority equitable mortgage and second priority fixed charge upon the Mortgaged Property in favour of the Collateral Agent ranking in priority to any claims by any liquidator (or similar officer) or creditor of the Mortgagor other than the parties secured by the First Priority Share Mortgage.

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2.2The Mortgagor also represents and warrants to and undertakes with the Collateral Agent that the foregoing representations and warranties will be true and accurate throughout the continuance of this Mortgage with reference to the facts and circumstances subsisting from time to time.

3.COVENANT TO PAY

The Mortgagor hereby covenants with the Collateral Agent as primary obligor and not merely as surety to pay and discharge the Secured Obligations in the manner provided in the relevant Indenture Documents.

4.SECURITY

4.1Subject to the release of security in accordance with the terms of Clause 21 (Release of Existing Security over the Mortgaged Property) and the transfer of the Mortgaged Shares from the Seagate Technology HDD Holdings to the Mortgagor pursuant to the Share Purchase Agreement, as a continuing security for the payment and discharge of the Secured Obligations, the Mortgagor as legal and beneficial owner hereby:

(a)mortgages to the Collateral Agent, by way of a second equitable mortgage, the Mortgaged Shares;

(b)charges to the Collateral Agent, by way of a second fixed charge, all of its right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property; and

(c)assigns, and agrees to assign, absolutely by way of security to the Collateral Agent all its rights, present and future, relating to any of the Mortgaged Property.

4.2The Mortgagor hereby agrees to deliver, or cause to be delivered, to the Collateral Agent on the date hereof:

(a)copies of the memorandum and articles of association and board and committee resolutions of the Mortgagor required to authorise the execution of this Mortgage;

(b)an executed but undated share transfer certificate in respect of the Initial Shares in the form set out in Schedule 1 to this Mortgage and any other documents which from time to time may be requested by the Collateral Agent in order to enable the Collateral Agent or its nominees to be registered as the owner or otherwise obtain legal title to the Mortgaged Shares;

(c)all share certificates (if any) representing the Mortgaged Shares (when a share certificate is so issued by the Company and is not in the possession of the First Priority Secured Party) and a certified copy of the Register of Members of the Company showing the Mortgagor as registered owner of the Mortgaged Shares;

(d)an executed irrevocable proxy and power of attorney made in respect of the Mortgaged Shares in favour of the Collateral Agent in the form set out in Schedule 2 to this Mortgage;

(e)an executed irrevocable letter of instructions from the Company to its registered office provider appointing an instructing party for the Company in the form set out in Schedule 3 of this Mortgage;

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(f)a copy of the special resolution passed by the Mortgagor on the form agreed by the parties;

(g)a certified copy of the Mortgagor’s Register of Mortgages and Charges which has been updated to record the particulars of this Mortgage in a form satisfactory to the Administrative Agent; and

(h)a certified copy of the Borrower’s Register of Mortgages and Charges which has been updated to record the discharge of the Original Share Mortgage.

4.3The Mortgagor will procure that there shall be no increase in the issued share capital of the Company (other than by way of an issuance of further shares to the person in whose name the Mortgaged Shares are registered) without the prior consent in writing of the Collateral Agent subject to the terms, conditions and provisions of the Intercreditor Agreement.

4.4The Mortgagor will deliver, or cause to be delivered, to the Collateral Agent immediately upon (without prejudice to Clause 4.3) the issue of any further Mortgaged Shares, the items listed in Clauses 4.2(b) and 4.2(c) in respect of all such further Mortgaged Shares.

4.5The Mortgagor shall, immediately after execution of this Mortgage procure that any existing notation be deleted and that the following notation be entered on the Register of Members of the Company:

“All the Class A shares issued as fully paid up and registered in the name of Seagate HDD Cayman are subject to a second priority mortgage and charge in favour of Wells Fargo Bank, National Association pursuant to a share mortgage dated 1 March 2010, as amended from time to time.”

4.6The Mortgagor shall, immediately after execution of this Mortgage, provide the Collateral Agent with a certified true copy of the Register of Members of the Company with the annotation referred to in Clause 4.5 which has been updated to record the particulars of the transfer of shares pursuant to the Share Purchase Agreement.

5.RIGHTS IN RESPECT OF MORTGAGED PROPERTY

5.1Unless and until the declaration by the Collateral Agent of an occurrence of an Event of Default:

(a)the Mortgagor shall be entitled to exercise all voting and consensual powers pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the terms of this Mortgage or the other Indenture Documents; and

(b)the Mortgagor shall be entitled to receive and retain any dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof.

5.2The Collateral Agent shall not have any duty to ensure that any dividends, interest or other moneys and assets receivable in respect of the Mortgaged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Mortgaged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption, bonus, rights, preference, or otherwise on or in respect of, any of the Mortgaged Property.

5.3Subject to the Intercreditor Agreement, the Mortgagor hereby authorises the Collateral Agent to arrange at any time and from time to time after the occurrence of an Event of Default for the

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Mortgaged Property or any part thereof to be registered in the name of the Collateral Agent (or its nominee) thereupon to be held, as so registered, subject to the terms of this Mortgage and, at the request of the Collateral Agent, the Mortgagor shall without delay procure that the foregoing shall be done.

6.PRESERVATION OF SECURITY

6.1It is hereby agreed and declared that:

(a)the security created by this Mortgage shall be held by the Collateral Agent as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)the Collateral Agent shall not be bound to enforce any other security before enforcing the security created by this Mortgage;

(c)no delay or omission on the part of the Collateral Agent in exercising any right, power or remedy under this Mortgage shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Collateral Agent may deem expedient; and

(d)any waiver by the Collateral Agent of any terms of this Mortgage shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2Any settlement or discharge under this Mortgage between the Collateral Agent and the Mortgagor shall be conditional upon no security or payment to the Collateral Agent by the Company or the Mortgagor or any other person (including, without limitation, any Other Guarantor) being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Collateral Agent shall be entitled to enforce this Mortgage as if such settlement or discharge had not been made, provided that such settlement or discharge shall become unconditional six months and one day after the date of such settlement or discharge.

6.3The rights of the Collateral Agent under this Mortgage and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Company, the Mortgagor, the Collateral Agent or any other person:

(a)any time or waiver granted to or composition with the Company, the Mortgagor or any other person;

(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company, the Mortgagor or any other person;

(c)any legal limitation, disability, incapacity or other circumstances relating to the Company, the Mortgagor or any other person;

(d)any amendment or supplement to any Indenture Document or any other document or security (including any amendment the effect of which is to change the nature or amount

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of any facilities made available thereunder or to change the nature or extent of any obligations thereunder);

(e)the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the Company, the Mortgagor or any other person; or

(f)the unenforceability, invalidity or frustration of any obligations of the Company, the Mortgagor or any other person under any Indenture Document or any other document or security.

6.4During the Security Period, the Mortgagor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Collateral Agent of its rights under, or the security constituted by, this Mortgage or any Indenture Document or by virtue of any relationship between or transaction involving the Mortgagor and/or the Company (whether such relationship or transaction shall constitute the Mortgagor a creditor of the Company, a guarantor of the obligations of the Company or in part subrogated to the rights of others against the Company or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Mortgage):

(a)exercise any rights of subrogation against the Company or any other person in relation to any rights, security or moneys held or received or receivable by the Collateral Agent or any person;

(b)exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)exercise any right of set-off or counterclaim against the Company or any such co-surety;

(d)receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or

(e)unless so directed by the Collateral Agent (when the Mortgagor will prove in accordance with such directions), claim as a creditor of the Company or any such co-surety in competition with the Collateral Agent.

The Mortgagor shall hold in trust for the Collateral Agent and forthwith pay or transfer (as appropriate) to the Collateral Agent any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

6.5During the Security Period, the Collateral Agent may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Collateral Agent for as long as it may think fit, any moneys received recovered or realised under this Mortgage or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Indenture Documents; provided that the Collateral Agent shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Collateral Agent in any such account or accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

6.6Subject to the Intercreditor Agreement, except as otherwise permitted by the First Priority Share Mortgage, the Mortgagor shall not, without the prior written consent of the Collateral Agent:

(a)cause or permit any rights attaching to the Mortgaged Property to be varied or abrogated;

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(b)cause or permit any of the Mortgaged Property to be consolidated, sub-divided or converted or the capital of the Company to be re-organised, exchanged or repaid; or

(c)cause or permit anything to be done which may depreciate, jeopardise or otherwise prejudice the value of the security hereby given.

6.7The Mortgagor hereby covenants that during the Security Period it will remain the legal and beneficial owner of the Mortgaged Property (subject to the Security Interests hereby created) and that it will not (other than as permitted by the Indenture Documents):

(a)create or suffer the creation of any Security Interests (other than those created by this Mortgage and the First Priority Share Mortgage) or any other interest on or in respect of the whole or any part of the Mortgaged Property or any of its interest therein;

(b)sell, assign, transfer or otherwise dispose of any of its interest in the Mortgaged Property without the prior consent in writing of the Collateral Agent; or

(c)permit the Register of Members to be maintained outside of the Cayman Islands or by a service provider other than the person to whom the letter of instructions in Schedule 3 has been given (unless in the later case, the Mortgagor has provided a new letter of instructions substantially in the form of Schedule 3 by the new service provider).

6.8The Mortgagor shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Collateral Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Mortgagor to perform its obligations in respect thereof.

6.9The Mortgagor shall ensure that it shall not, without the prior written consent of the Collateral Agent, use its voting rights to permit the Company to amend its memorandum or articles of association in a way which could be expected to adversely affect the interests of the Collateral Agent or any of the Secured Parties.

6.10The Mortgagor shall procure that the Company shall not:

(a)create or permit to subsist any Security Interest upon the whole or any part of its assets, except as permitted by the Indenture Documents;

(b)register any transfer of the Mortgaged Shares to any person (except (i) to the Collateral Agent or its nominees pursuant to the provisions of this Mortgage and (ii) as permitted by the Indenture Documents);

(c)issue any replacement share certificates in respect of any of the Mortgaged Shares;

(d)continue its existence under the laws of any jurisdiction other than the Cayman Islands;

(e)do anything which might result in the Company being struck off the register as an exempted company;

(f)issue, allot or grant warrants or options with respect to any additional shares;

(g)exercise any rights of forfeiture over any of the Mortgaged Shares; or

(h)purchase, redeem, otherwise acquire, cancel, sub-divide, amalgamate, reclassify or otherwise restructure any of the Mortgaged Property,

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during the Security Period without the prior written consent of the Collateral Agent.

6.11The Mortgagor shall procure that the Company shall irrevocably consent to any transfer of the Mortgaged Shares by the Collateral Agent or its nominee to any other person pursuant to the exercise of the Collateral Agent’s rights under this Mortgage.

6.12The Mortgagor shall not, without the prior written consent of the Collateral Agent, participate in any vote concerning a members’ liquidation or compromise pursuant to the Companies Law.

7.ENFORCEMENT OF SECURITY

7.1At any time after the occurrence of an Event of Default or if a demand is made for the payment of the Secured Obligations, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Collateral Agent under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Collateral Agent without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent:

(a)solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Collateral Agent may think fit;

(b)date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage;

(c)receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Collateral Agent, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by the Mortgagor for the Collateral Agent and paid or transferred to the Collateral Agent on demand;

(d)take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Collateral Agent may deem fit, and thereupon the Collateral Agent shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members;

(e)borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise);

(f)settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Mortgagor or relating to the Mortgaged Property;

(g)bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property or any business of the Mortgagor;

(h)redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property;

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(i)exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Collateral Agent would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property;

(j)do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Collateral Agent under or by virtue of any document to which the Mortgagor is party; and

(k)exercise all rights and remedies afforded to it under this Mortgage and applicable law.

7.2The Collateral Agent shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Collateral Agent by this Mortgage or to which the Collateral Agent may at any time be entitled hereunder.

7.3Upon any sale of the Mortgaged Property or any part thereof by the Collateral Agent, the purchaser shall not be bound to see or enquire whether the Collateral Agent’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Collateral Agent, and the receipt of the Collateral Agent for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

7.4Any money received or realised by the Collateral Agent under the powers conferred by this Mortgage shall be paid or applied in a manner consistent with Section 6.02 of the U.S. Security Agreement.

7.5During the Security Period, the Collateral Agent may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

7.6Neither the Collateral Agent nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty or wilful default.

7.7The Collateral Agent shall not, by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof, be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a Collateral Agent-in-possession might be liable.

8.APPOINTMENT OF A RECEIVER

8.1At any time after:

(a)the occurrence of an Event of Default; or

(b)a request has been made by the Mortgagor to the Collateral Agent for the appointment of a receiver over its assets or in respect of the Mortgagor,

then notwithstanding the terms of any other agreement between the Mortgagor and any person, the Collateral Agent may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Mortgaged Property as the Collateral Agent may choose in its entire discretion.

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8.2Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Collateral Agent shall specify to the contrary.

8.3The Collateral Agent may from time to time determine the remuneration of a receiver.

8.4The Collateral Agent may remove a receiver from all or any of the Mortgaged Property of which he is the receiver and after the receiver has vacated office or ceased to act in respect of any of the Mortgaged Property, appoint a further receiver over all or any of the Mortgaged Property in respect of which he shall have ceased to act.

8.5Such an appointment of a receiver shall not preclude:

(a)the Collateral Agent from making any subsequent appointment of a receiver over all or any Mortgaged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)the appointment of an additional receiver to act while the first receiver continues to act.

8.6The receiver shall be the agent of the Mortgagor (which shall be solely liable for his acts, defaults and remuneration) unless and until the Mortgagor is placed into liquidation, after which time he shall act as principal. The receiver shall not at any time become the agent of the Collateral Agent.

9.POWERS OF A RECEIVER

9.1Subject to the terms of the Intercreditor Agreement, in addition to those powers conferred by law, a receiver shall have and be entitled to exercise in relation to the Mortgagor all the powers set forth below:

(a)to exercise all rights of the Collateral Agent under or pursuant to this Mortgage, including all voting and other rights attaching to the Mortgaged Property;

(b)to make any arrangement or compromise with others as he shall think fit;

(c)to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Mortgagor; and

(f)to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Mortgaged Property or the value thereof.

10.FURTHER ASSURANCES

10.1The Mortgagor shall at its own expense promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Collateral

14

Agent may reasonably specify and in such form as the Collateral Agent may reasonably require in order to:

(a)perfect or protect the security created or intended to be created under or evidenced by this Mortgage (which may include the execution of a charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Mortgage) or for the exercise of any rights, powers and remedies of the Collateral Agent provided by or pursuant to this Mortgage, the Indenture Documents or by law; or

(b)following an Event of Default, subject to the Intercreditor Agreement, facilitate the realisation of the assets which are, or are intended to be, the subject of this Mortgage.

10.2Without limiting the other provisions of this Mortgage, the Mortgagor shall at its own expense take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Collateral Agent by or pursuant to this Mortgage.

11.INDEMNITIES

11.1The Mortgagor will indemnify and save harmless the Collateral Agent, any receiver and each agent or attorney appointed under or pursuant to this Mortgage from and against any and all reasonable expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Collateral Agent or such agent or attorney other than as a result of the gross negligence or wilful default of the Mortgagee:

(a)in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Mortgage;

(b)in the preservation or enforcement of the Collateral Agent’s rights under this Mortgage or the priority thereof;

(c)on the release of any part of the Mortgaged Property from the security created by this Mortgage; or

(d)arising out of any breach by the Mortgagor of any term of this Mortgage,

and the Collateral Agent or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Mortgage.  All amounts suffered, incurred or paid by the Collateral Agent or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 11.1 shall require the Mortgagor to indemnify and save harmless the Collateral Agent from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Collateral Agent as a result of the Collateral Agent’s dishonesty or wilful default.

11.2If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Mortgagor or the bankruptcy or liquidation of the Mortgagor or for any other reason any payment under or in connection with this Mortgage is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Mortgage (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Collateral Agent when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Mortgage, the Mortgagor, as a separate and independent obligation, shall indemnify and hold harmless the Collateral Agent against the amount of such shortfall.  For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Collateral Agent is

15

able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

12.POWER OF ATTORNEY

12.1The Mortgagor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Collateral Agent and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

(a)to execute and complete in favour of the Collateral Agent or its nominees or of any purchaser any documents which the Collateral Agent may from time to time require for perfecting the Collateral Agent’s title to, for vesting any of the assets and property hereby mortgaged, or charged in the Collateral Agent or its nominees or in any purchaser or for any of the purposes contemplated in Clause 7.1 hereof;

(b)after the occurrence of an Event of Default, to give effectual discharges for payments, to take and institute on non-payment (if the Collateral Agent in its sole discretion so decides) all steps and proceedings in the name of the Mortgagor or of the Collateral Agent for the recovery of such moneys, property and assets hereby mortgaged or charged;

(c)after the declaration by the Collateral Agent of an Event of Default, to agree accounts and make allowances and give time or other indulgence to any surety or other person liable;

(d)so as to enable the Collateral Agent to carry out in the name of the Mortgagor any obligation imposed on the Mortgagor by this Mortgage (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Mortgaged Property and the exercise of all the Mortgagor’s rights and discretions in relation to the Mortgaged Property);

(e)so as to enable the Collateral Agent and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Mortgage or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal and beneficial owner of the Mortgaged Property), and

(f)generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid,

in each case, subject to the terms, conditions and provisions of the Intercreditor Agreement.

12.2Notwithstanding any other provision of Clause 12.1, the power of attorney created by Clause 12.1 shall not be exercisable by or on behalf of the Collateral Agent as the case may be until an Event of Default has occurred.

12.3The power hereby conferred shall be a general power of attorney and the Mortgagor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to

16

herein, the exercise by the Collateral Agent of such power shall be conclusive evidence of its right to exercise the same.

13.EXPENSES

13.1The Mortgagor shall pay to the Collateral Agent on demand all reasonable costs, fees and expenses (including, but not limited to, properly incurred legal fees and expenses) and taxes thereon incurred by the Collateral Agent or for which the Collateral Agent may become liable in connection with:

(a)the negotiation, preparation and execution of this Mortgage;

(b)the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Mortgage or the priority hereof;

(c)any variation of, or amendment or supplement to, any of the terms of this Mortgage; or

(d)any consent or waiver required from the Collateral Agent in relation to this Mortgage,

and in the case referred to in Clauses 13.1(c) and 13.1(d), regardless of whether the same is actually implemented, completed or granted, as the case may be.

13.2The Mortgagor shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Mortgage may be subject or give rise and shall indemnify the Collateral Agent on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Mortgagor to pay any such duties or taxes.

14.RELEASE

14.1Subject to Clause 14.2, when all the Secured Obligations have been paid in full in cash or the Security Interest created by this Mortgage is automatically released pursuant to Section 11.04 of the Indenture, the Collateral Agent shall (at the request and cost of the Mortgagor) execute such documents and do all such reasonable acts as may be necessary to release the Mortgaged Property from the security constituted by this Mortgage.  Such release shall not prejudice the rights of the Collateral Agent under Clause 11.

14.2If the Collateral Agent considers in good faith that any amount received in payment or purported payment of the Secured Obligations (whether received from or paid by the Company, any Other Guarantor or any other relevant person) is capable of being avoided or reduced by virtue of any insolvency or other similar laws:

(a)the liability of the Mortgagor under this Mortgage and the security constituted by this Mortgage shall continue and such amount shall not be considered to have been irrevocably paid; and

(b)the Collateral Agent may keep any security held by it in respect of the Mortgagor’s liability under the Indenture Documents in order to protect the Secured Parties against any possible claim under insolvency law for up to six years after all Secured Obligations have been satisfied.  If a claim is made against a Secured Party within that period, the Collateral Agent may keep the security until that claim has finally been dealt with.

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15.NOTICES

Any notice or other communication given or made under or in connection with the matters contemplated by this Mortgage shall be provided in accordance with Section 12.03 of the Indenture.

16.ASSIGNMENTS

16.1This Mortgage shall be binding upon and shall enure to the benefit of the Mortgagor, the Collateral Agent and each of their respective successors and (subject to clauses 16.2 and 16.3) assigns and references in this Mortgage to any of them shall be construed accordingly.

16.2The Mortgagor may not assign or transfer all or any part of its rights and/or obligations under this Mortgage.

16.3The Collateral Agent may assign and transfer its rights pursuant to this Mortgage in accordance with the terms of Section 7.05 of the U.S. Security Agreement.

17.COLLATERAL AGENT

17.1The Collateral Agent holds the benefit of this Mortgage (and any other security created in its favour pursuant to this Mortgage) as agent for and on behalf of the Secured Parties pursuant to the terms of the Indenture and the U.S. Security Agreement.  The retirement of the person for the time being acting as Collateral Agent and the appointment of a successor shall be effected in the manner provided for in the Indenture.

17.2Nothing in this Mortgage shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Collateral Agent.

18.SET-OFF

18.1The Mortgagor authorises the Collateral Agent (but the Collateral Agent shall not be obliged to exercise such right), after the occurrence of an Event of Default to set off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Collateral Agent to the Mortgagor.

19.SUBSEQUENT SECURITY INTERESTS

19.1If the Collateral Agent at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Mortgaged Property or any assignment or transfer of the Mortgaged Property which is prohibited by the terms of this Mortgage, all payments thereafter by or on behalf of the Mortgagor to the Collateral Agent shall be treated as having been credited to a new account of the Mortgagor and not as having been applied in reduction of the Secured Obligations as at the time when the Collateral Agent received such notice.

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20.MISCELLANEOUS

20.1The Collateral Agent, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Collateral Agent under this Mortgage in relation to the Mortgaged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Collateral Agent may think fit.  The Collateral Agent shall not be in any way liable or responsible to the Mortgagor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Collateral Agent has acted reasonably in selecting such delegate.

20.2If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Mortgage or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

20.3This Mortgage (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

20.4Each document, instrument, statement, report, notice or other communication delivered in connection with this Mortgage shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing version and upon which in all cases the Collateral Agent and the Secured Parties shall be entitled to rely.

20.5This Mortgage may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

20.6The parties intend that this Mortgage take effect as a deed notwithstanding the fact that the Collateral Agent may only execute it under hand.

20.7Whenever reference is made in this Mortgage to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in accordance with the Indenture.  This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

21.RELEASE OF EXISTING SECURITY OVER THE MORTGAGED PROPERTY

21.1Pursuant to an equitable share mortgage dated 1 March 2009 between Seagate Technology HDD Holdings as mortgagor and the Mortgagee, (the “Original Share Mortgage”), the Borrower agreed to secure the Secured Obligations (as defined in the Original Share Mortgage) due, owing or payable by the Borrower by granting a security interest in favour of the Mortgagee over the Mortgaged Property.

19

21.2In order to permit the transfer of the Mortgaged Shares from Seagate Technology HDD Holdings to the Mortgagor pursuant to the Share Purchase Agreement, the Mortgagee has agreed to release all the security created by the Original Share Mortgage over and in respect of the Mortgaged Property.

21.3The Mortgagee immediately prior to the grant of the security interest pursuant to Clause 4.1 and the transfer of the Mortgaged Shares from Seagate Technology HDD Holdings to the Mortgagor pursuant to the Share Purchase Agreement hereby:

(a)releases the Mortgaged Property from the Original Share Mortgage;

(b)agrees to delivers to Seagate Technology HDD Holdings an executed share transfer form and share certificate in respect of the shares subject to the Original Share Mortgage; and

(c)agrees that the irrevocable share proxy dated 1 May 2009 granted by the Seagate Technology HDD Holdings in favour of the Mortgagee in respect of the shares in the Company terminates upon the discharge and release of the Original Share Mortgage and, as soon as is practicable, shall add a notation to the proxy noting such termination.

22.LAW AND JURISDICTION

22.1This Mortgage shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this clause shall affect the right of the Collateral Agent to serve process in any manner permitted by law or limit the right of the Collateral Agent to take proceedings with respect to this Mortgage against the Mortgagor in any jurisdiction nor shall the taking of proceedings with respect to this Mortgage in any jurisdiction preclude the Collateral Agent from taking proceedings with respect to this Mortgage in any other jurisdiction, whether concurrently or not.

23.INTERCREDITOR AGREEMENT

23.1The Security Interests created by this Mortgage on the property described herein are subordinate to the Security Interests on such property created by any similar instrument already granted to any First Priority Secured Party, in such property, in accordance with the provisions of the Intercreditor Agreement.  Notwithstanding anything to the contrary, the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and this Mortgage, the terms of the Intercreditor Agreement shall govern.

20

IN WITNESS whereof this Equitable Share Mortgage has been entered into by the parties and executed as a deed on the day and the year first before written.

EXECUTED AS A DEED by SEAGATE HDD CAYMAN:	)	/s/ Kenneth M. Massaroni
	)	Duly Authorised Signatory
	)
	)	Name:	Kenneth M. Massaroni
	)
	)	Title:	Director
	)

in the presence of:
/s/ Demetrios N. Mavrikis
Signature of Witness
Name:	Demetrios N. Mavrikis
Address:	920 Disc Dr, Scotts Valley, CA 95066
Occupation:	Executive Assistant

[Signature Page to Second Priority Mortgage of Shares in Seagate Technology International]

21

EXECUTED AS A DEED by WELLS FARGO	)	/s/ Maddy Hall
BANK, NATIONAL ASSOCIATION	)	Duly Authorised Signatory
	)
	)
	)

in the presence of:
/s/ Brian A. Buchanan
Signature of Witness
Name:	Brian A. Buchanan, Vice President
Address:	Wells Fargo Bank, N.A. Corporate Trust Services 707 Wilshire Blvd, 17th Floor Los Angeles, CA 90017
Occupation:	Corporate Trust Officer

[Signature Page to Second Priority Mortgage of Shares in Seagate Technology International]

22

SCHEDULE 1

SEAGATE TECHNOLOGY INTERNATIONAL

(THE “COMPANY”)

SHARE TRANSFER CERTIFICATE

[LEFT UNDATED]

SHARE TRANSFER CERTIFICATE DATED                              

(the “Transferor”) does hereby transfer to                                                                (the “Transferee”)                                                                        (the “Shares”) of a par value of                  each.

SIGNED by the Transferor by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

23

And I/we do hereby agree to take the Shares.

SIGNED by the Transferee by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

24

SCHEDULE 2

IRREVOCABLE APPOINTMENT OF PROXY

SEAGATE TECHNOLOGY INTERNATIONAL

(THE “COMPANY”)

This Irrevocable Appointment of Proxy shall not become effective until the Irrevocable Appointment of Proxy dated 1 March 2010 granted by the Companies in favour of JPMorgan Chase Bank, N.A. as first priority secured party has been terminated pursuant to and in accordance with the Articles of Association of the respective Companies.

The undersigned being the legal and beneficial owner of all of the issued and outstanding shares of US$1.00 par value each (the “Initial Shares”) in the Company, an exempted company incorporated with limited liability in the Cayman Islands, hereby irrevocably, with respect to the Company:

1.makes, constitutes and appoints WELLS FARGO BANK, NATIONAL ASSOCIATION as collateral agent and trustee for and on behalf of the Secured Parties (as defined in the Mortgages) (the “Proxy”) as the irrevocable proxy of the undersigned with full power to appoint a nominee or nominees to act hereunder from time to time and to have all other rights and entitlements of an “Irrevocable Proxy” (as such term is defined in the Articles of Association of the Company) under the Articles of Association of the Company, including to vote the Initial Shares and all other shares in the Company from time to time legally owned by each of the undersigned (the “Shares”) registered in its name at all general meetings of shareholders of the Company with the same force and effect as the undersigned might or could do and to requisition and convene a meeting or meetings of the shareholders of the Company for the purpose of considering any resolution of the members of the Company in respect of any proposal to amend the Memorandum of Association and/or the Articles of Association with respect to those provisions inserted pursuant to Special Resolutions of the Company passed on 27 April 2009 or about the [1st] March 2010 (the “Reserved Matter”);

2.makes, constitutes and appoints the Proxy as the true and lawful attorney-in-fact of the undersigned to approve, complete, amend, execute and deliver any resolution in writing concerning any Reserved Matter or sign any approval in writing concerning any Reserved Matter as contemplated in the Articles of Association of the Company in the name of and on behalf of the undersigned, and the undersigned hereby ratifies and confirms all that the said Proxy or its nominee or nominees shall do or cause to be done by virtue hereof.

The Shares are the subject of a mortgage (the “Mortgage”) dated 1 March 2010, between the Proxy and Seagate HDD Cayman as mortgagor.

The power of attorney hereby granted is granted irrevocably for full value as part of the security constituted hereby to secure proprietary interests of and the performance of obligations owed to Wells Fargo Bank, National Association within the meaning of the Powers of Attorney Law (1996 Revision) of the Cayman Islands and the undersigned hereby acknowledges the same.

The power of attorney granted hereunder (and the appointment of the Proxy as irrevocable proxy of each of the undersigned) shall be governed by and construed in accordance with the laws of the Cayman Islands and shall be irrevocable until the discharge and release of the Mortgage.

25

IN WITNESS whereof this Instrument is executed as a deed the day and year first above written.

EXECUTED AS A DEED by SEAGATE HDD CAYMAN:	)
	)	Signature
	)
in the presence of:
Signature of Witness
Name:
Address:
Occupation:

26

SCHEDULE 3

FORM OF LETTER OF INSTRUCTIONS TO REGISTERED OFFICE PROVIDER APPOINTING INSTRUCTING PARTY

SEAGATE HDD CAYMAN

(THE “COMPANY”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

1 March 2010

MAPLES CORPORATE SERVICES LIMITED (“MCS”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

Dear Sirs

INSTRUCTIONS TO THE REGISTERED OFFICE PROVIDER APPOINTING INSTRUCTING PARTY

These Instructions to the Registered Office Provider Appointing Instructing Party dated 1 March 2010 from the Companies to MCS shall not become effective until the discharge and release of the mortgages dated 1 March 2010 between JPMorgan Chase Bank, N.A. as first priority secured party and Seagate HDD Cayman as mortgagor.

We hereby notify you that pursuant to a mortgage (the “Mortgage”) dated 1 March 2010 between Wells Fargo Bank, National Association as Collateral Agent (the “Collateral Agent” or “Mortgagee”) and Seagate HDD Cayman as mortgagor (the “Mortgagor”), the Mortgagor has granted a second priority security interest in favour of the Mortgagee over all the shares standing in its name in the Company identified in the Mortgage and all other shares in the Company from time to time legally or beneficially owned by the Mortgagor (the “Shares”).

We refer to the registered office agreement each dated 1 January 2002 between MCS and the Company (the “RO Agreement”) and hereby agree that Clause 9.1 (Instructions and Reliance) of the agreement shall be deemed to be amended by the following. At any time after the Mortgagee notifies you in writing that an Event of Default (as defined in the Mortgage) has occurred you are hereby authorised and entitled to rely upon the instructions of the Mortgagee to register the Mortgagee or its nominee (as the Mortgagee may direct) as the registered holder of the Shares pursuant to the Mortgage and to otherwise comply with any directions or instructions from the Mortgagee in relation thereto.

Such authorisation and entitlement to rely upon the instructions of the Mortgagee shall terminate upon the discharge and release of the Mortgage.

27

Please confirm by countersigning below that you agree to such amendment of the RO Agreement.

Yours faithfully

Authorised Signatory for and on behalf of the Company

Acknowledged and agreed.

Authorised Signatory for and on behalf of Maples Corporate Services Limited

28

EX-10.18

Exhibit 10.18

Debenture

Dated 1 March 2010

Seagate HDD Cayman

(as the Chargor)

and

JPMorgan Chase Bank, N.A.

(as Chargee)

WARNING

Stamp Duty will be payable if this debenture is brought to or executed in the Cayman Islands, i.e. for enforcement purposes.

1.	DEFINITIONS AND INTERPRETATION	2
2.	CHARGOR REPRESENTATION AND WARRANTIES	6
3.	COVENANT TO PAY	8
4.	SECURITY	8
5.	FLOATING CHARGE	9
6.	DEPOSIT OF DOCUMENTS	11
7.	RIGHTS IN RESPECT OF MORTGAGED SHARES	11
8.	PRESERVATION OF SECURITY	12
9.	ENFORCEMENT OF SECURITY	14
10.	APPOINTMENT OF A RECEIVER	16
11.	POWERS OF A RECEIVER	17
12.	FURTHER ASSURANCES	17
13.	INDEMNITIES	18
14.	POWER OF ATTORNEY	18
15.	EXPENSES	19
16.	RELEASE	20
17.	NOTICES	20
18.	ASSIGNMENTS	20
19.	ADMINISTRATIVE AGENT	20
20.	SET-OFF	21
21.	SUBSEQUENT SECURITY INTERESTS	21
22.	COVENANTS	21
23.	MISCELLANEOUS	21
24.	LAW AND JURISDICTION	22
SCHEDULE 1		25
SCHEDULE 2		26
SCHEDULE 3		27
SCHEDULE 4		28
SCHEDULE 5		29

1

THIS FIXED AND FLOATING CHARGEis made on 1 March 2010

BETWEEN

(1)SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands with company number 237305 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Chargor”); and

(2)JPMORGAN CHASE BANK, N.A., a company established under the laws of the United States of America as Administrative Agent for and on behalf of the Secured Parties pursuant to the Credit Agreement (the “Administrative Agent” or “Chargee”)

WHEREAS

(A)Pursuant to the Credit Agreement, the Lenders agreed to make available Loans and the Issuing Banks agreed to make available Letters of Credit to the Borrower on the terms and conditions contained in the Credit Agreement.

(B)As security for the Secured Obligations, the Chargor has agreed to assign and charge in favour of the Administrative Agent for the benefit of the Secured Parties, inter alia, all of its legal and beneficial interest in the Charged Property and the Chargor shall execute this Deed in favour of the Administrative Agent for the benefit of the Secured Parties.

(C)It is intended that this document take effect as a deed notwithstanding the fact that a party may only execute this document under hand.

NOW THIS DEED WITNESSETH

1.DEFINITIONS AND INTERPRETATION

1.1In this Deed, unless the context otherwise requires, words and expressions which are capitalised but not defined herein (including in the recitals hereto) shall have the same meanings as are given to them in the Credit Agreement.  In addition, the following definitions shall apply:

“Assigned Property” means:

(a)all of the rights, benefits, discretions, claims, warranties, remedies, security, indemnities or covenants of which the Chargor is the beneficiary or holder arising under or in connection with any contract entered into between the Chargor and any person including, for the avoidance of doubt, the Intercompany Loans;

(b)all of the proceeds and returns of all or any part of the Chargor’s rights in relation to or under any contract entered into between the Chargor and any person including, for the avoidance of doubt, the Intercompany Loans; and

(c)all rights, title and benefit of the Chargor to any allocations/distributions made pursuant to any contract entered into between the Chargor and any person including, for the avoidance of doubt, the Intercompany Loans, and any income deriving from such rights;

“Bank Account” means all current, deposit and other accounts of the Chargor including, without limitation, the accounts set out in Schedule 2 to this Deed and shall include any renewal or redesignation of such account;

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“Book Debts” means:

(a)all of the Chargor’s book and other debts, all its account receivables, all other rights it has to receive money and all other amounts, now, or from time to time, due, owing or payable to it; and

(b)the benefit of all related guarantees, indemnities, negotiable instruments, rights and security interests of any kind;

“Borrower” means Seagate Technology HDD Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands with company number 103069 and having its registered office at P.O Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands;

“Cayman Share Mortgage” means the equitable share mortgage dated 1 March 2010 by Seagate HDD Cayman (as mortgagor) with the Administrative Agent pursuant to which the mortgagor mortgaged and granted other security interests over the shares it holds in its subsidiaries incorporated in the Cayman Islands;

“Charged Property” means all the property, assets and income of the Chargor which from time to time are the subject of the several security interests created or expressed to be created (whether by way of assignment, legal or equitable mortgage, fixed or floating charge) by or pursuant to this Deed and each and every part of such property, assets and income and includes, without limitation, the property and assets listed in Schedule 2, Schedule 3, Schedule 4 and Schedule 5 to this Deed, but excludes, for the avoidance of doubt, any shares mortgaged pursuant to the Cayman Share Mortgage;

“Collateral Rights” means all rights, powers and remedies of the Chargee provided by or pursuant to this Deed or by law;

“Companies Law” means the Companies Law (as amended) of the Cayman Islands;

“Credit Agreement” means the Second Amended and Restated Credit Agreement dated as of 3 April 2009 and made among the Borrower, Seagate Technology, the Administrative Agent and the other agents party thereto as varied from time to time;

“Deed” means this deed of fixed and floating charge;

“Event of Default” means the occurrence of an Event of Default as defined in the Credit Agreement and/or the failure by the Chargor to observe or perform any covenant or agreement contained in Loan Documents or any default in the payment of any of the Secured Obligations;

“Fixtures” means any fixtures, fittings (including trade fixtures and fittings), fixed plant and machinery and apparatus;

“Floating Charge Property” has the meaning given to such term in Clause 5.1;

“Global Intercompany Note” means the global intercompany note dated April 29, 2009 entered among Seagate Technology, the Borrower and the other parties thereto as varied from time to time;

“gross negligence” shall be interpreted according to the laws of the State of New York, United States of America;

“Guarantee Agreement” means the U.S. Guarantee Agreement dated as of 29 April 2009 among each of the Original Chargors, each as a guarantor, and the Administrative Agent pursuant to which, inter alia, each of the Original Chargors guarantees the Secured Obligations as varied from time to time;

“Guarantor” means each party to the Guarantee Agreement;

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“Insurance Policies” means all contracts and policies of insurance of any kind now and from time to time taken out by or on behalf of the Chargor or (to the extent of its interest) with the Insurer and any other insurer in which it now, or from time to time, has an interest and all relating proceeds, claims of any kind, returns of premium and other benefits;

“Insurer” means any insurer with which the Chargor now, or from time to time, has an Insurance Policy and all insurers now and from time to time providing insurance to the Chargor;

“Intellectual Property” means:

(a)any patents, trade marks, service marks, designs, trade names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property, rights and interests, whether registered or unregistered, including, without limitation, the patents, trade marks and copyrights set out in Schedule 4 to this Deed; and

(b)the benefit of all applications and rights to use such assets;

“Intercompany Loans” means any intercompany loans documented under the Global Intercompany Note;

“Memorandum and Articles of Association” means the memorandum and articles of association of the Chargor as amended from time to time;

“Mortgaged Shares” means all shares owned by the Chargor and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any such shares (excluding any shares and related rights mortgaged and/or charged pursuant to the Cayman Share Mortgage) including all:

(a)dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any shares;

(b)securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any shares (including but not limited to proceeds of sale); and

(c)certificates or other evidence of title to any shares now and from time to time hereafter deposited with the Chargee;

“Original Chargors” means Seagate Technology, Seagate Technology HDD Holdings, Seagate Technology International, Seagate Technology (Ireland) and Seagate Technology Media (Ireland);

“Parties” means the parties to this Deed;

“Plant and Machinery” means all plant, machinery and equipment now, or from time to time owned by the Chargor or (to the extent of its interest) in which it now, or from time to time, has an interest;

“Real Property” means freehold and leasehold property (anywhere in the world in each case including any estate or interest therein, all proceeds of sale thereof, all rights from time to time attached or relating thereto and all Fixtures from time to time in or on such property including, without limitation, the real property set out in Schedule 5 to this Deed);

“Register of Charges” means the register of charges of the Chargor maintained by it in accordance with Section 54 of the Companies Law;

“Secured Obligations” means the Obligations as such term is defined in the Credit Agreement;

“Security Interest” means:

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(a)a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)any other type of arrangement having a similar effect; or

(d)agreements to create the foregoing;

“Security Period” means the period commencing on the date of execution of this Deed and terminating on the date when all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal and interest on each Loan and all fees payable under the Loan Documents shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed;

“Successor” in the context of a party to an agreement shall be construed so as to include an assignee, transferee or successor in title of such party and any person who under the laws of its jurisdiction or domicile has assumed the rights and obligations of such party under such agreement or to which, under such laws, such rights or obligations have been transferred; and

“U.S. Security Agreement” means the U.S. Security Agreement dated 1 May 2009 among Seagate Technology, the Borrower, each subsidiary of the Borrower party thereto and the Administrative Agent as varied from time to time.

1.2In construing this Deed (including the recitals), unless otherwise specified:

(a)references to any Party shall be construed so as to include that Party’s respective successors in title, permitted assigns and permitted transferees;

(b)“including” and “in particular” shall not be construed restrictively but shall mean respectively “including, without prejudice to the generality of the foregoing” and “including, without limitation”, and “in particular, but without prejudice to the generality of the foregoing”;

(c)references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality) and in each case, its successors and assigns and persons deriving title under or through it, in whole or in part, and any person which replaces any party to any document in its respective role thereunder, whether by assuming the rights and obligations of the party being replaced or whether by executing a document in or substantially in the form of the document it replaces;

(d)“variation” includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and “vary” and “varied” shall be construed accordingly;

(e)“writing” includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Deed to be signed and “written” has a corresponding meaning;

(f)references to the “consent” of the Chargee shall be construed as the consent of the Chargee acting in its absolute discretion;

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(g)subject to Clause 23.3, references to this Deed or to any other document include references to this Deed or such other document as varied in any manner from time to time, even if changes are made to:

(i)the composition of the parties to this Deed or such other document or to the nature or amount (including any increase) of any facilities made available under such other document; or

(ii)the nature or extent of any obligations under such other document;

(h)references to uncertificated shares are to shares the title to which can be transferred by means of an electronic or other entry and references to certificated shares are to shares which are not uncertificated shares;

(i)references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine or neuter and vice versa;

(j)references to clauses and schedules are to clauses of, and schedules to, this Deed;

(k)references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;

(l)headings and titles are for convenience only and do not affect the interpretation of this Deed;

(m)an Event of Default is “continuing” if it has not been remedied or waived;

(n)this Deed is a “Security Document” under the terms of the Credit Agreement.

2.CHARGOR REPRESENTATION AND WARRANTIES

2.1The Chargor hereby represents and warrants (only to the extent that it has not made representations and warranties that are materially similar in the Credit Agreement) to the Chargee on the date of this Deed that:

(a)the Chargor has been duly incorporated and registered as an exempted company with limited liability under the Companies Law;

(b)other than as permitted by the Loan Documents, the Chargor is the legal and beneficial owner of its Charged Property free from any Security Interest (other than that created by this Deed) or other interest and any options or rights of pre-emption and no person has or is entitled to any conditional or unconditional option, warrant or other right to acquire any interest in its Charged Property;

(c)its Charged Property is, or will be when assigned and charged, freely transferable;

(d)the Chargor has full power and authority to:

(i)execute and deliver this Deed and the other Loan Documents to which it is a party;

(ii)be the legal and beneficial owner of its Charged Property; and

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(iii)comply with the provisions of, and perform all its obligations, under this Deed and the other Loan Documents to which it is a party;

(e)the Chargor has duly executed and delivered this Deed and the other Loan Documents to which it is a party;

(f)this Deed and each other Loan Document to which the Chargor is a party creates legal, valid and binding obligations enforceable against the Chargor in accordance with their terms;

(g)the execution and performance of its obligations and liabilities under this Deed and each other Loan Document to which the Chargor is a party will not:

(i)contravene any law or regulation or any order of any governmental or other official authority, body or agency or any judgment, order or decree of any court having jurisdiction over it; or

(ii)conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which it is a party or any licence or other authorisation to which it is subject or by which it or any of its property is bound; or

(iii)contravene or conflict with any provision of its memorandum and articles of association;

(h)it is able to pay its debts as they fall due and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:

(i)winding up, dissolution or reorganisation;

(ii)the enforcement of any encumbrance over its assets; or

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;

(i)it is not in breach (nor would be in breach with the giving of notice, passing of time, or satisfaction of any other condition) or in default under any deed, instrument or any agreement to which it is a party or which is binding on it or any of its assets;

(j)no action, litigation, arbitration or administrative proceeding has been commenced or is pending or threatened in writing against it, nor is there subsisting any unsatisfied judgment or award given against it by any court, board of arbitration or other body;

(k)all licences, consents, exemptions, clearance filings, registration, payments of taxes, notarisation and authorisations as are or may be necessary or desirable for the proper conduct of its business, trade, and ordinary activities and for the performance and discharge of its obligations and liabilities under this Deed and each other Loan Document to which the Chargor is a party and which are required in connection with the execution, delivery, validity, enforceability or admissibility in evidence of this Deed and each other Loan Document to which the Chargor is a party and the creation of security over the Charged Property have been obtained and are in full force and effect;

(l)it has not taken any action whereby the rights attaching to the Charged Property are altered or diluted save to the extent such alteration or dilution is expressly permitted under this Deed or any other Loan Document;

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(m)the Chargor has taken all corporate and other action required to approve its execution, delivery, performance and enforceability of this Deed and each other Loan Document to which the Chargor is a party; and

(n)this Deed is effective to create a valid and enforceable first priority Security Interest over or in respect of the Charged Property in favour of the Chargee ranking in priority to the interests of any liquidator (or similar officer) or creditor of the Chargor.

2.2The Chargor also represents and warrants to and undertakes with the Chargee that the foregoing representations and warranties will be true and accurate throughout the continuance of this Deed with reference to the facts and circumstances subsisting from time to time.

3.COVENANT TO PAY

3.1The Chargor hereby covenants with the Chargee as primary obligor and not merely as surety to pay and discharge the Secured Obligations in the manner provided in the relevant Loan Documents.

4.SECURITY

4.1The Chargor, with full title guarantee, as a continuing security for the full and punctual payment and discharge of the Secured Obligations, hereby charges, in favour of the Chargee the whole of its undertaking and all its property, assets and rights whatsoever and wheresoever present and future including, without limitation:

(a)by way of first fixed equitable charge, all Real Property now belonging to it and all Real Property acquired by it from time to time;

(b)by way of first fixed charge and by way of first equitable mortgage, all its shares (including the Mortgaged Shares but excluding, for the avoidance of doubt, any shares mortgaged pursuant to the Cayman Share Mortgage);

(c)by way of first fixed charge and absolute assignment by way of first fixed security, all its Insurance Policies;

(d)by way of first fixed charge and absolute assignment by way of first fixed security, all of the Chargor’s rights, title and interest from time to time in the Assigned Property;

(e)by way of first fixed charge and absolute assignment by way of first fixed security, all of the Chargor’s rights, title and interest from time to time in the property and assets listed in each of Schedule 2, Schedule 3, Schedule 4 and Schedule 5 to this Deed;

(f)by way of first fixed charge:

(i)all Plant and Machinery;

(ii)all its goodwill and uncalled capital for the time being;

(iii)all Intellectual Property including any Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;

(iv)all Intellectual Property that may be acquired by or belong to it in the future, including any such Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;

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(v)the benefit of all agreements and licences now or in the future entered into or enjoyed by it relating to the use or exploitation of any Intellectual Property in any part of the world;

(vi)all its rights now or in the future in relation to trade secrets, confidential information and knowhow in any part of the world;

(vii)all its rights and causes of action in respect of infringement(s) (past, present or future) of the rights referred to in sub-paragraphs (f)(iii) to (f)(vi) inclusive of this Clause 4.1;

(viii)all Book Debts now or in the future owing to it;

(ix)all its interests and rights (if any) in or to any Bank Account and all balances now or in the future standing to the credit of any Bank Account, and all other current, deposit or other accounts with any bank or financial institution in which it has an interest and (to the extent of such interest) all balances now or in the future standing to the credit of those accounts;

(x)any beneficial interest, claim or entitlement it has to any pension fund now or in the future; and

(xi)the benefit of all licences, consents and authorisations held in connection with its business or the use of any asset and the right to recover and receive all compensation which may be payable in respect of them,

provided that such Security Interests shall not extend to any property, assets and rights of the Chargor which are being effectively charged by any fixed Security Interest created under the Cayman Share Mortgage.

4.2The Chargor agrees with the Chargee and for the benefit of the Chargee that, until the security created pursuant to Clause 4.1(d) above is enforced:

(a)the Chargor shall at all times remain liable to perform all the duties and obligations expressed to be assumed by it now and in relation to any contract entered into between the Chargor and any person to the same extent as if this Deed had not been executed; and

(b)the exercise by the Chargee of any of the rights assigned hereunder shall not release the Chargor from any of its duties or obligations in relation to the Assigned Property.

5.FLOATING CHARGE

5.1The Chargor as a continuing security for the full and punctual payment and discharge of the Secured Obligations hereby charges in favour of the Chargee by way of first floating charge the whole of its undertaking and all its property, assets and rights whatsoever and wheresoever present and future except to the extent that such undertaking, property, assets and rights are being effectively encumbered by any fixed Security Interest effected by Clause 4 or any fixed Security Interest created under the Cayman Share Mortgage and including any undertaking, property, assets and rights comprised within a charge which is reconverted under Clause 5.5 below (collectively the “Floating Charge Property”), but in each case so that the Chargor shall not (i) in any manner prohibited by the Loan Documents, create any Security Interest over any such undertaking, property, assets and rights (whether having priority over or ranking pari passu with or subject to this Deed), (ii) take any other step referred to in Clause 8 with respect to any such undertaking, property, assets and rights or (iii) without the consent of the Chargee, sell,

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transfer, part or dispose of any such undertaking, property, assets and rights except by way of sale in the ordinary course of business.

5.2The floating charge created by Clause 5.1 above may be crystallised into a fixed charge by notice in writing given at any time by the Chargee to the Chargor (the “Notice”). Such crystallisation shall take effect over the assets or class of assets specified in the Notice.  If no assets or class of assets are specified in the Notice, the Notice shall take effect over all the Floating Charge Property.

5.3Notwithstanding the terms of Clause 5.2 above, the floating charge created by Clause 5.1 above shall automatically be converted and instantly crystallised (without the necessity of notice) into a fixed charge over all Floating Charge Property:

(a)in respect of the Chargor, upon the occurrence of any of the following events:

(i)the presentation of a petition for the winding-up of the Chargor;

(ii)the calling of a meeting or the passing of a resolution for the voluntary winding-up of the Chargor;

(iii)the issuing of a summons or motion for the appointment of a receiver in relation to the Chargor;

(iv)any person taking possession, or a trustee, or receiver or similar officer being appointed, over any of the Floating Charge Property, or distress or any form of execution is levied or enforce upon or sued out against any such Floating Charge Property;

(v)the presentation or making of an application for a warrant of execution, writ of fieri facias, garnishee order, charging order or other enforcement proceeding in respect of any of the Floating Charge Property;

(vi)the Chargor becomes or is declared insolvent or otherwise unable to pay its debts as they fall due in the ordinary course of business; or

(vii)the convening by the Chargor of a meeting of its creditors or the making of a proposal or arrangement or composition with, or any assignment for the benefit of, its creditors, or the presentation of a petition or calling of a meeting for the purpose of considering a resolution regarding such matters or other steps are taken for its winding up, or dissolution;

(b)if (other than as permitted by the Loan Documents) the Chargor resolves or takes steps to:

(i)charge or otherwise encumber any of its Floating Charge Property;

(ii)create a trust over any of its Floating Charge Property; or

(iii)dispose of any Floating Charge Property;

(c)if any event analogous to any of the events specified in paragraphs (a) and (b) of this Clause 5.3 occurs under the laws of any applicable jurisdiction,

and the Chargee shall be entitled without notice to the Chargor to take possession of and hold the same or to appoint a receiver thereof. The provisions of Clause 10 and Clause 11 shall govern

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the appointment, removal and powers of a receiver appointed under this Clause as if he were a Receiver appointed under Clause 10.

5.4Except as otherwise stated in any notice given under Clause 5.2 above or unless such notice relates to all its Floating Charge Property, any prospective Floating Charge Property acquired by the Chargor after crystallisation has occurred under Clause 5.2 or Clause 5.3 above shall become subject to the floating charge created by Clause 5.1 above, so that the crystallisation shall be effective only as to the relevant Floating Charge Property in existence at the date of crystallisation.

5.5Any charge which has crystallised under Clause 5.2 or 5.3 above may, by notice in writing given at any time by the Chargee to the Chargor, be reconverted into a floating charge in relation to the assets specified in such notice.

5.6Other than as permitted or contemplated by the Loan Documents, the Chargor covenants not to create any Security Interest over any Floating Charge Property (whether having priority over, or ranking pari passu with or subject to the floating charge created by Clause 5.1 above) or take any other step referred to in Clause 8 save as permitted by this Deed, the Loan Documents or with the prior written approval of the Chargee.

6.DEPOSIT OF DOCUMENTS

6.1The Chargor shall, upon request:

(a)promptly execute and/or deliver to the Chargee such documents relating to the Charged Property as the Chargee reasonably requires, including any notice in respect of the Security Interests granted hereunder to be served on any relevant bank or financial institution, obligor or counterparty under any contract forming part of the Charged Property, Insurer or other relevant person; and

(b)serve such documents or notices on such relevant person as the Chargee may reasonably require and/or hereby authorises the Chargee to do the same.

6.2The Chargor shall use all reasonable endeavours (including expending reasonable costs and expenses) to promptly procure the execution and delivery to the Chargee of acknowledgments by the addressees of the notices delivered to them pursuant to Clause 6.1 above as applicable.

6.3The Chargor shall, promptly upon execution of this Deed, and in any event within two Business Days from the date of execution of this Deed, provide evidence in form and substance satisfactory to the Chargee, that the particulars of this Deed have been recorded in its Register of Charges to reflect the security being granted hereunder.

7.RIGHTS IN RESPECT OF MORTGAGED SHARES

7.1The Chargor shall pay all calls, instalments or other payments and shall discharge all other obligations, which may become due in respect of any of its Mortgaged Shares, provided that the Chargee may at any time after an Event of Default, if it thinks fit, make such payments or discharge such obligations on behalf of the Chargor.  Any sums so paid by the Chargee in respect thereof shall be repayable on demand and pending such repayment shall constitute part of the Secured Obligations.

7.2The Chargor hereby authorises the Chargee to arrange at any time and from time to time prior to or after the occurrence of an Event of Default for its Mortgaged Shares or any part thereof to be registered in the name of the Chargee (or its nominee) to the extent applicable under relevant laws thereupon to be held, as so registered, subject to the terms of this Deed and, at the request

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of the Chargee, the Chargor in each case shall without delay procure that the foregoing shall be done.

8.PRESERVATION OF SECURITY

8.1It is hereby agreed and declared that:

(a)the security created by this Deed shall be held by the Chargee as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)the Chargee shall not be bound to enforce any other security before enforcing the Security Interests created by this Deed;

(c)no delay or omission on the part of the Chargee in exercising any right, power or remedy under this Deed shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Chargee may deem expedient; and

(d)any waiver by the Chargee of any terms of this Deed shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

8.2Unless and until an Event of Default:

(a)the Chargor shall be entitled to exercise all voting and consensual powers pertaining to its Charged Property or any part thereof for all purposes not inconsistent with the terms of this Deed or the other Loan Documents;

(b)the Chargor shall be entitled to receive and retain any distributions, interest or other moneys or assets accruing on or in respect of its Charged Property or any part thereof.

8.3The Chargee shall not have any duty to ensure that any moneys or assets receivable in respect of the Charged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct accounts (if any) are paid or received on or in respect of the Charged Property or to ensure the taking up of any (or any offer of any) rights, moneys or other property paid, distributed, accruing or offered at any time on or in respect of, any of the Charged Property.

8.4Any settlement or discharge under this Deed between the Chargee and the Chargor shall be conditional upon no security or payment to the Chargee by the Chargor or any other person being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Chargee shall be entitled to recover from the Chargor on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred.

8.5The rights of the Chargee under this Deed and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Chargor, the Chargee or any other person:

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(a)any time or waiver granted to or composition with the Chargor or any other person;

(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Chargor or any other person;

(c)any legal limitation, disability, incapacity or other circumstances relating to the Chargor or any other person;

(d)any amendment or supplement to any Loan Document or any other document or security (including any amendment the effect of which is to change the nature or amount of any facilities made available thereunder or to change the nature or extent of any obligations thereunder);

(e)the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the Chargor or any other person; or

(f)the unenforceability, invalidity or frustration of any obligations of the Chargor or any other person under any Loan Document or any other document or security.

8.6During the Security Period, the Chargor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Chargee of its rights under, or the security constituted by, this Deed or any Loan Document or by virtue of any relationship between or transaction involving the Chargor (whether such relationship or transaction shall constitute the Chargor a creditor of the Borrower, a guarantor of the obligations of the Borrower or in part subrogated to the rights of others against the Borrower or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Deed):

(a)exercise any rights of subrogation against any of the Original Chargors or any other person in relation to any rights, security or moneys held or received or receivable by the Chargee or any person;

(b)exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)exercise any right of set-off or counterclaim against any Original Chargors or any such co-surety;

(d)receive, claim or have the benefit of any payment, distribution, security or indemnity from any Original Chargors; or

(e)unless so directed by the Chargee (when the Chargor will prove in accordance with such directions), claim as a creditor of any Original Chargors in competition with the Chargee.

The Chargor shall hold in trust for the Chargee and forthwith pay or transfer (as appropriate) to the Chargee any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

8.7During the Security Period, the Chargee may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Chargee for as long as it may think fit, any moneys received, recovered or realised under this Deed or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Loan Documents; provided that the Chargee shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Chargee in any such account or

13

accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

8.8The Chargor hereby covenants that during the Security Period it will remain the legal and beneficial owner of its Charged Property (subject to the Security Interests hereby created) and that it will not (other than as permitted or contemplated by the Loan Documents):

(a)create or suffer the creation of any Security Interests (other than those created by this Deed) or any other interest on or in respect of the whole or any part of the Charged Property or any of its interest therein; or

(b)sell, assign, transfer or otherwise dispose of any of its interest in the Charged Property without the prior consent in writing of the Chargee.

8.9The Chargor shall during the subsistence of this Deed:

(a)observe and perform all the obligations assumed by it and exercise all its rights and discretions in relation to its Charged Property upon the instructions of the Chargee or its nominee and shall diligently pursue any remedies available to it in respect of any material breach or claim arising in relation to the Charged Property upon the instructions of the Chargee or its nominee and will not, without the prior written consent of the Chargee cause or permit any rights attaching to the Charged Property to be varied or abrogated and the Chargee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Chargor to perform its obligations in respect thereof;

(b)promptly pay all capital contributions and other payments due in respect of its  Charged Property and if the Chargor fails to make any such payments, the Chargee may, but shall not be obliged to, make such payments on behalf the Chargor in which event any sums so paid shall be reimbursed on demand by the Chargor to the Chargee;

(c)indemnify the Chargee on a full indemnity basis against all calls or other payments relating to the Charged Property and against any defects in the Chargor’s title to the Charged Property and against all actions, proceedings, losses, costs, claims or demands suffered or incurred in respect of anything done or omitted in any way relating to the Charged Property or in the exercise or purported exercise of any of the powers contained in this Deed by the Chargee other than as a result of the gross negligence or wilful default of the Chargee; and

(d)give the Chargee immediate notice, in the event that any action, suit or other proceeding at law, in equity, in arbitration or before any other authority involving or affecting the Charged Property becomes known to it or is contemplated by the Chargor, and if the Chargor is contemplating such action, suit or other proceeding, the Chargor shall obtain the prior written consent of the Chargee before commencing such action, suit or other proceeding.

9.ENFORCEMENT OF SECURITY

9.1At any time after the occurrence of an Event of Default or if a demand is made for the payment of the Secured Obligations, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Chargee under this Deed shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Chargee without further notice to the Chargor may, whether acting on its own behalf or through a receiver or agent:

14

(a)solely and exclusively exercise all voting rights attaching to the Charged Property and shall exercise such rights in such manner as the Chargee may in its absolute discretion determine;

(b)receive and retain all distributions, profits, income, returns of contributions, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such distributions, profits, income, returns of contributions, interest or other moneys or assets to be held by the Chargee, as additional security assigned and charged under and subject to the terms of this Deed and any such distributions, profits, income, returns of contributions, interest and other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demand;

(c)take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of;

(d)borrow or raise money either unsecured or on the security of the Charged Property (either in priority to this Deed  or otherwise);

(e)settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Chargor or relating to the Charged Property;

(f)bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Charged Property or any business of the Chargor;

(g)make any arrangement or compromise on behalf of the Chargor in respect of the Secured Obligations;

(h)rank and claim in the insolvency of the Chargor and receive dividends and accede to agreements for the creditors of the Chargor;

(i)with a view to, or in connection with, the management or disposal of the Charged Property carry out any transaction, scheme or arrangement which the Chargee may, in its absolute discretion, consider appropriate;

(j)appoint and engage employees, managers, agents and advisers upon such terms as to remuneration and otherwise and for such periods as it may determine, and dismiss them;

(k)redeem any security (whether or not having priority to this Deed) over the Charged Property and to settle the accounts of any person with an interest in the Charged Property;

(l)exercise and do all such rights and things as the Chargee would be capable of exercising or doing if it were the absolute beneficial owner of the Charged Property;

(m)do anything else it may think fit for the realisation of the Charged Property or incidental to the exercise of any of the rights conferred on the Chargee under or by virtue of any document to which the Chargor is party; and

(n)exercise all rights and remedies afforded to it under applicable law.

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9.2The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Deed or to make any claim or to take any action to collect any moneys assigned by this Deed or to enforce any rights or benefits assigned to the Chargee by this Deed or to which the Chargee may at any time be entitled hereunder.

9.3Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Deed and the sale shall be deemed to be within the power of the Chargee, and the receipt of the Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

9.4Any money received or realised by the Administrative Agent under the powers conferred by this Deed shall be paid or applied in a manner consistent with Section 6.02 of the U.S. Security Agreement.

9.5During the Security Period, the Administrative Agent may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

9.6Neither the Chargee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty or wilful default.

9.7The Chargee shall not by reason of the taking of possession of the whole or any part of the Charged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

10.APPOINTMENT OF A RECEIVER

10.1At any time after occurrence of:

(a)an Event of Default; or

(b)a request has been made by the Chargor to the Chargee for the appointment of a receiver over its assets or in respect of the Chargor,

then notwithstanding the terms of any other agreement between that Chargor and any person, the Chargee may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Charged Property as the Chargee may choose in its entire discretion.

10.2Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Chargee shall specify to the contrary.

10.3The Chargee may from time to time determine the remuneration of a receiver.

10.4The Chargee may remove a receiver from all or any of the Charged Property of which he is the receiver and after the receiver has vacated office or ceased to act in respect of any of the Charged Property, appoint a further receiver over all or any of the Charged Property in respect of which he shall have ceased to act.

10.5Such an appointment of a receiver shall not preclude the:

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(a)Chargee from making any subsequent appointment of a receiver over all or any Charged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)appointment of an additional receiver to act while the first receiver continues to act.

10.6The receiver shall be the agent of the Chargor (which shall be solely liable for his acts, defaults and remuneration) unless and until the Chargor is placed into liquidation, after which time he shall act as principal.  The receiver shall not at any time become the agent of the Chargee.

11.POWERS OF A RECEIVER

11.1In addition to those powers conferred by law, a receiver shall have and be entitled to exercise in relation to the Chargor all the powers set forth below:

(a)to exercise all rights of the Chargee under or pursuant to this Deed, including all voting and other rights attaching to the Charged Property;

(b)to make any arrangement or compromise with others as he shall think fit;

(c)to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Chargor; and

(f)to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Charged Property or the value thereof.

12.FURTHER ASSURANCES

12.1The Chargor shall, at its own expense, promptly do all such acts or execute all such documents (including assignments, transfers, assigns, charges, notices and instructions) as the Chargee may reasonably specify and in such form as the Chargee may reasonably require in order to:

(a)perfect or protect the security created or intended to be created under or evidenced by this Deed (which may include the execution of a legal mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Deed) or for the exercise of any rights, powers and remedies of the Chargee provided by or pursuant to this Deed, the Loan Documents or by law;

(b)confer on the Chargee security over any property and assets of the Chargor located in any jurisdiction which is (to the extent permitted by local law) equivalent or similar to the security intended to be conferred by or pursuant to this Deed;

(c)following an Event of Default, facilitate the realisation of the assets which are, or are intended to be, the subject of this Deed.

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12.2Without limiting the other provisions of this Deed, the Chargor shall, at its own expense, take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Chargee by or pursuant to this Deed.

13.INDEMNITIES

13.1The Chargor will indemnify and save harmless the Chargee, any receiver and each agent or attorney appointed under or pursuant to this Deed from and against any and all reasonable expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Chargee or such agent or attorney other than as a result of the gross negligence or wilful default of the Chargee:

(a)in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Deed;

(b)in the preservation or enforcement of the Chargee’s rights under this Deed or the priority thereof;

(c)on the release of any part of the Charged Property from the security created by; or

(d)arising out of any breach by the Chargor of any term of this Deed,

and the Chargee or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Deed.  All amounts suffered, incurred or paid by the Chargee or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 13.1 shall require the Chargor to indemnify and save harmless the Chargee from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Chargee as a result of the Chargee’s gross negligence, fraud or wilful default.

13.2If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Chargor or the bankruptcy or liquidation of the Chargor or for any other reason any payment under or in connection with this Deed is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Deed (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Chargee when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Deed, the Chargor, as a separate and independent obligation, shall indemnify and hold harmless the Chargee against the amount of such shortfall.  For the purposes of this Clause 13.2, “rate of exchange” means the rate at which the Chargee is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

14.POWER OF ATTORNEY

14.1The Chargor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Chargee and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

(a)to execute and complete in favour of the Chargee or its nominees or of any purchaser any documents which the Chargee may from time to time require for perfecting the Chargee’s title to, for vesting any of the assets and property hereby charged, or assigned in the Chargee or its nominees or in any purchaser or for any of the purposes contemplated by this Deed;

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(b)after the occurrence of an Event of Default, to give effectual discharges for payments, to take and institute on non-payment (if the Chargee in its sole discretion so decides) all steps and proceedings in the name of the Chargor or of the Chargee for the recovery of such moneys, property and assets hereby charged or assigned;

(c)after the occurrence of an Event of Default, to agree accounts and make allowances and give time or other indulgence to any surety or other person liable;

(d)so as to enable the Chargee to carry out in the name of the Chargor any obligation imposed on the Chargor by this Deed (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Charged Property and the exercise of all the Chargor’s rights and discretions in relation to the Charged Property);

(e)so as to enable the Chargee and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Deed or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal and beneficial owner of the Charged Property), and

(f)generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid.

14.2Notwithstanding any other provision of clause 7.1, such power shall not be exercisable by or on behalf of the Chargee as the case may be until an Event of Default has occurred.

14.3The power hereby conferred shall be a general power of attorney and the Chargor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to herein, the exercise by the Chargee of such power shall be conclusive evidence of its right to exercise the same.

15.EXPENSES

15.1The Chargor shall pay to the Chargee on demand all reasonable costs, fees and expenses (including, but not limited to, properly incurred legal fees and expenses) and taxes thereon incurred by the Chargee or for which the Chargee may become liable in connection with:

(a)the negotiation, preparation and execution of this Deed;

(b)the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Deed or the priority hereof;

(c)any variation of, or amendment or supplement to, any of the terms of this Deed; or

(d)any consent or waiver required from the Chargee in relation to this Deed,

and in the case referred to in Clauses 15.1(c) and 15.1(d) regardless of whether the same is actually implemented, completed or granted, as the case may be.

15.2The Chargor shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Deed may be subject or give rise and shall indemnify the Chargee on demand

19

against any and all liabilities with respect to or resulting from any delay or omission on the part of the Chargor to pay any such duties or taxes.

16.RELEASE

16.1Subject to Clause 16.2, when all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal and interest on each Loan and all fees payable under the Loan Documents shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed, the Administrative Agent shall (at the request and cost of the Chargor) execute such documents and do all such reasonable acts as may be necessary to release the Charged Property from the security constituted by this Deed. Such release shall not prejudice the rights of the Administrative Agent under Clause 13.

16.2If the Chargee considers in good faith that any amount received in payment or purported payment of the Secured Obligations (whether received from or paid by the Chargor or any other relevant person) is capable of being avoided or reduced by virtue of any insolvency or other similar laws:

(a)the liability of the Chargor under this Deed and the security constituted by this Deed shall continue and such amount shall not be considered to have been irrevocably paid; and

(b)the Chargee may keep any security held by it in respect of the Chargor’s liability under the Loan Documents in order to protect the Secured Parties against any possible claim under insolvency law for up to six years after all Secured Obligations have been satisfied.  If a claim is made against a Secured Party within that period, the Chargee may keep the security until that claim has finally been dealt with.

17.NOTICES

17.1Any notice or other communication given or made under or in connection with the matters contemplated by this Deed shall be provided in accordance with Section 9.01 of the Credit Agreement.

18.ASSIGNMENTS

18.1This Deed shall be binding upon and shall enure to the benefit of the Chargor, the Administrative Agent and each of their respective successors and (subject to clauses 18.2 and 18.3) assigns and references in this Deed to any of them shall be construed accordingly.

18.2The Chargor may not assign or transfer all or any part of its rights and/or obligations under this Deed.

18.3The Administrative Agent may assign and transfer its rights pursuant to this Deed in accordance with the terms of Clause 9.04 of the Credit Agreement.

19.ADMINISTRATIVE AGENT

19.1The Administrative Agent holds the benefit of this Deed (and any other security created in its favour pursuant to this Deed) as agent for and on behalf of the Secured Parties pursuant to the terms of the Credit Agreement.  The retirement of the person for the time being acting as Administrative Agent and the appointment of a successor shall be effected in the manner provided for in the Credit Agreement.

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19.2Nothing in this Deed shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Administrative Agent.

20.SET-OFF

20.1The Chargor authorises the Administrative Agent (but the Administrative Agent shall not be obliged to exercise such right), after the occurrence of an Event of Default to set off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Administrative Agent to the Chargor.

21.SUBSEQUENT SECURITY INTERESTS

21.1If the Chargee at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Charged Property or any assignment or transfer of the Charged Property which is prohibited by the terms of this Deed, all payments thereafter by or on behalf of the Chargor to the Administrative Agent shall be treated as having been credited to a new account of the Chargor and not as having been applied in reduction of the Secured Obligations as at the time when the Administrative Agent received such notice.

22.COVENANTS

22.1The Chargor hereby makes the covenants set out in Sections 4.04, 4.05, 4.06, 4.07, 4.09, 4.12(a), 4.12(b), 4.13(a), 4.13(b), 4.13(c), 4.13(d), 4.13(e), 4.13(f), 4.13(g), 4.13(h) and 4.13(i), inclusive, of the U.S. Security Agreement and such covenants are hereby incorporated by reference into this Deed.  For the purposes of this Clause 22.1, all references to Grantor or Grantors in the aforementioned Sections of the U.S. Security Agreement shall be construed as references to the Chargor and, where not otherwise defined in this Deed, the defined terms used in such Sections shall bear the meanings ascribed thereto in the U.S. Security Agreement.

22.2If at any time the Chargor shall take a security interest in any property of a debtor in respect of an Intercompany Loan or any other person to secure payment and performance of an Intercompany Loan, the Chargor shall promptly assign such security interest to the Administrative Agent to the extent permitted by any contracts or arrangements to which such property is subject.  Such assignment need not be filed on public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the debtor in respect of the relevant Intercompany Loan or other person granting the security interest.

22.3The Chargor will not, without the Administrative Agent’s prior written consent, grant any extension of the time of payment of any of the Intercompany Loans, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any material credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices.

23.MISCELLANEOUS

23.1The Chargee, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Chargee under this Deed in relation to the Charged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Chargee may think fit.  The Chargee shall not be in any way liable or responsible to the Chargor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Chargee has acted reasonably in selecting such delegate.

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23.2If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Deed or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

23.3This Deed (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

23.4Each document, instrument, statement, report, notice or other communication delivered in connection with this Deed shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing version and upon which in all cases the Chargee and the Secured Parties shall be entitled to rely.

23.5This Deed may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

23.6The parties intend that this Deed takes effect as a deed notwithstanding the fact that the Chargee may only execute it under hand.

24.ACKNOWLEDGMENT

24.1By execution hereof, the Chargor acknowledges that the Intercompany Loan in respect of which the Chargor is the debtor has been assigned by way of security and agrees that this Deed and the U.S. Security Agreement shall constitute notice of such assignment.

25.LAW AND JURISDICTION

25.1This Deed shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this clause shall affect the right of the Chargee to serve process in any manner permitted by law or limit the right of the Chargee to take proceedings with respect to this Deed against the Chargor in any jurisdiction nor shall the taking of proceedings with respect to this Deed in any jurisdiction preclude the Chargee from taking proceedings with respect to this Deed in any other jurisdiction, whether concurrently or not.

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IN WITNESS whereof this Debenture has been entered into by the parties and executed as a deed on the day and the year first before written.

EXECUTED AS A DEED by SEAGATE HDD CAYMAN:	)	/s/ Kenneth M. Massaroni
	)	Duly Authorised Signatory
	)
	)	Name:	Kenneth M. Massaroni
	)
	)	Title:	Director
	)

in the presence of:
/s/ Demetrios N. Mavrikis
Signature of Witness
Name:	Demetrios N. Mavrikis
Address:	920 Disc Dr, Scotts Valley, CA 95066
Occupation:	Executive Assistant

[Signature page to the Debenture – Seagate HDD Cayman]

23

EXECUTED AS A DEED by JPMORGAN CHASE BANK, N.A.:	)	/s/ Sharon Bazbaz
	)	Duly Authorised Signatory
	)
	)	Sharon Bazbaz
	)	Vice President

in the presence of:
/s/ Anne Marie Pellegrino
Signature of Witness
Name:	Anne Marie Pellegrino
Address:	JPMorgan Chase Bank, NA, 383 Madison Ave, New York, NY 10179
Occupation:	Administrative Assistant

[Signature page to the Debenture – Seagate HDD Cayman]

24

SCHEDULE 1

[Reserved]

25

SCHEDULE 2

BANK ACCOUNTS

NAME OF CHARGOR	BANK NAME & ADDRESS	CURRENCY	ACCOUNT NO.
Deposit Accounts
Seagate HDD CAYMAN	n/a	n/a	n/a

26

SCHEDULE 3

INTERCOMPANY LOANS

NAME OF BORROWER	NAME OF CHARGOR LENDER	AMOUNT OUTSTANDING AS AT FEB 09	MAXIMUM LOAN AMOUNT
n/a	n/a	n/a	n/a

27

SCHEDULE 4

PATENTS

PATENTS - - GRANTED

NAME OF CHARGOR OWNER	PATENT NUMBER
Seagate HDD Cayman	n/a

PATENTS - - PUBLISHED

NAME OF CHARGOR OWNER	APP NUMBER
Seagate HDD Cayman	n/a

28

SCHEDULE 5

REAL PROPERTY

NAME OF CHARGOR LESSEE/OWNER	PROPERTY ADDRESS	COUNTRY	LEASED OR OWNED
Seagate HDD Cayman	n/a	n/a	n/a

29

EX-10.19

Exhibit 10.19

Second Lien Debenture

Dated 1 March 2010

Seagate HDD Cayman

(as the Chargor)

and

Wells Fargo Bank, National Association

(as Chargee)

WARNING

Stamp Duty will be payable if this debenture is brought to or executed in the Cayman Islands, i.e. for enforcement purposes.

1.	DEFINITIONS AND INTERPRETATION	3
2.	CHARGOR REPRESENTATION AND WARRANTIES	8
3.	COVENANT TO PAY	9
4.	SECURITY	9
5.	FLOATING CHARGE	11
6.	DEPOSIT OF DOCUMENTS	13
7.	RIGHTS IN RESPECT OF MORTGAGED SHARES	13
8.	PRESERVATION OF SECURITY	13
9.	ENFORCEMENT OF SECURITY	16
10.	APPOINTMENT OF A RECEIVER	18
11.	POWERS OF A RECEIVER	19
12.	FURTHER ASSURANCES	19
13.	INDEMNITIES	19
14.	POWER OF ATTORNEY	20
15.	EXPENSES	21
16.	RELEASE	22
17.	NOTICES	22
18.	ASSIGNMENTS	22
19.	COLLATERAL AGENT	22
20.	SET-OFF	22
21.	SUBSEQUENT SECURITY INTERESTS	23
22.	COVENANTS	23
23.	MISCELLANEOUS	23
24.	ACKNOWLEDGMENT	24
25.	LAW AND JURISDICTION	24
26.	INTERCREDITOR AGREEMENT	24
SCHEDULE 1		27
SCHEDULE 2		28

1

SCHEDULE 3	29
SCHEDULE 4	30
SCHEDULE 5	31

2

THIS SECOND PRIORITY FIXED AND FLOATING CHARGEis made on 1 March 2010

BETWEEN

(1)SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands with company number 237305 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands (the “Chargor”); and

(2)WELLS FARGO BANK, NATIONAL ASSOCIATION, a company established under the laws of the United States of America as Collateral Agent for and on behalf of the Secured Parties pursuant to the Indenture (the “Collateral Agent” or “Chargee”).

WHEREAS

(A)Pursuant to the Indenture, Seagate Technology International as Issuer (the “Issuer”) has issued USD $430,000,000 in aggregate principal amount of 10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”) secured by way of security, subject only to the prior ranking security created under the First Priority Security Debenture, granted by the Chargor on the terms and conditions contained in the Indenture.

(B)As security for the Secured Obligations, the Chargor has agreed to assign and charge by way of security, subject only to the prior ranking security created under the First Priority Security Debenture, in favour of the Collateral Agent for the benefit of the Secured Parties, inter alia, all of its legal and beneficial interest in the Charged Property.

(C)It is a covenant under the Indenture that the Chargor shall execute this Deed in favour of the Collateral Agent for the benefit of the Secured Parties.

(D)It is intended that this document take effect as a deed notwithstanding the fact that a party may only execute this document under hand.

(E)The Security Interests granted hereunder in respect of the Charged Property is subject to the terms, conditions and provisions of the Intercreditor Agreement in all respects.

NOW THIS DEED WITNESSETH

1.DEFINITIONS AND INTERPRETATION

1.1In this Deed, unless the context otherwise requires, words and expressions which are capitalised but not defined herein (including in the recitals hereto) shall have the same meanings as are given to them in the Indenture.  In addition, the following definitions shall apply:

“Assigned Property” means:

(a)all of the rights, benefits, discretions, claims, warranties, remedies, security, indemnities or covenants of which the Chargor is the beneficiary or holder arising under or in connection with any contract entered into between the Chargor and any person including, for the avoidance of doubt, the Intercompany Loans;

(b)all of the proceeds and returns of all or any part of the Chargor’s rights in relation to or under any contract entered into between the Chargor and any person including, for the avoidance of doubt, the Intercompany Loans; and

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(c)all rights, title and benefit of the Chargor to any allocations/distributions made pursuant to any contract entered into between the Chargor and any person including, for the avoidance of doubt, the Intercompany Loans, and any income deriving from such rights;

“Bank Account” means all current, deposit and other accounts of the Chargor including, without limitation, the accounts set out in Schedule 2 to this Deed and shall include any renewal or redesignation of such account;

“Book Debts” means:

(a)all of the Chargor’s book and other debts, all its account receivables, all other rights it has to receive money and all other amounts, now, or from time to time, due, owing or payable to it; and

(b)the benefit of all related guarantees, indemnities, negotiable instruments, rights and security interests of any kind;

“Cayman Share Mortgage” means the second priority equitable share mortgage entered into on 1 March 2010 by Seagate HDD Cayman with the Collateral Agent respectively pursuant to which the mortgagor thereunder mortgaged and granted other second priority security interests over the shares it holds in its subsidiaries incorporated in the Cayman Islands;

“Charged Property” means all the property, assets and income of the Chargor which from time to time are the subject of the several security interests created or expressed to be created (whether by way of assignment, legal or equitable mortgage, fixed or floating charge) by or pursuant to this Deed and each and every part of such property, assets and income and includes, without limitation, the property and assets listed in Schedule 2, Schedule 3, Schedule 4 and Schedule 5 to this Deed, but excludes for the avoidance of doubt, any shares mortgaged pursuant to the Cayman Share Mortgage;

“Collateral Rights” means all rights, powers and remedies of the Chargee provided by or pursuant to this Deed or by law;

“Companies Law” means the Companies Law (as amended) of the Cayman Islands;

“Deed” means this deed of fixed and floating charge;

“Event of Default” means the occurrence of an Event of Default as defined in the Indenture and/or the failure by the Chargor to observe or perform any covenant or agreement contained in the Indenture Documents or any default in the payment of any of the Secured Obligations;

“First Priority Secured Party” means JPMorgan Chase Bank, N.A. as administrative agent under the Senior Credit Facility or any other administrative agent under a Senior Credit Facility that is a First Priority Obligation (as defined in the Intercreditor Agreement);

“First Priority Security Debenture” means the Debenture dated 1 March 2010 between the Chargor and the First Priority Secured Party as varied from time to time;

“Fixtures” means any fixtures, fittings (including trade fixtures and fittings), fixed plant and machinery and apparatus;

“Floating Charge Property” has the meaning given to such term in Clause 5.1;

“Global Intercompany Note” means the global intercompany note dated April 29, 2009 entered among Seagate Technology, the Issuer and the other parties thereto as varied from to time;

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“gross negligence” shall be interpreted according to the laws of the State of New York, United States of America;

“Guarantor” means each party to the Indenture;

“Indenture” means the Indenture dated as of 1 May 2009 and made among the Issuer, Seagate Technology, Wells Fargo Bank, National Association as Trustee and the other guarantors thereto as varied from time to time;

“Indenture Documents” has the meaning given to it in the U.S. Security Agreement;

“Insurance Policies” means all contracts and policies of insurance of any kind now and from time to time taken out by or on behalf of the Chargor or (to the extent of its interest) with the Insurer and any other insurer in which it now, or from time to time, has an interest and all relating proceeds, claims of any kind, returns of premium and other benefits;

“Insurer” means any insurer with which the Chargor now, or from time to time, has an Insurance Policy and all insurers now and from time to time providing insurance to the relevant Chargor;

“Intellectual Property” means:

(a)any patents, trade marks, service marks, designs, trade names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property, rights and interests, whether registered or unregistered, including, without limitation, the patents, trade marks and copyrights set out in Schedule 4 to this Deed; and

(b)the benefit of all applications and rights to use such assets;

“Intercompany Loans” means the intercompany loans documented under the Global Intercompany Note;

“Intercreditor Agreement” means the agreement dated on or about the date hereof among JPMorgan Chase Bank, N.A., the Collateral Agent, Seagate HDD, the Issuer and the other parties thereto as varied from time to time;

“Memorandum and Articles of Association” means the memorandum and articles of association of Chargor as amended from time to time;

“Mortgaged Shares” means all shares owned by the Chargor and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any such shares (excluding any shares and related rights mortgaged and/or charged pursuant to the Cayman Share Mortgage) including all:

(a)dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any shares;

(b)securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any shares (including but not limited to proceeds of sale); and

(c)certificates or other evidence of title to any shares now and from time to time hereafter deposited with the Chargee;

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““Original Chargors” means Seagate Technology, Seagate HDD Holdings, Seagate Technology International, Seagate Technology (Ireland) and Seagate Technology Media (Ireland);

“Parties” means the parties to this Deed;

“Plant and Machinery” means all plant, machinery and equipment now, or from time to time owned by the Chargor or (to the extent of its interest) in which it now, or from time to time, has an interest;

“Real Property” means freehold and leasehold property (anywhere in the world in each case including any estate or interest therein, all proceeds of sale thereof, all rights from time to time attached or relating thereto and all Fixtures from time to time in or on such property including, without limitation, the real property set out in Schedule 5 to this Deed);

“Register of Charges” means the register of charges of the Chargor maintained by it in accordance with Section 54 of the Companies Law;

“Seagate HDD” means Seagate Technology HDD Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands with company number 103069 and having its registered office at P.O Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands;

“Secured Obligations” has the meaning given to it in the U.S. Security Agreement;

“Secured Party” or “Secured Parties” has the meaning given to it in the U.S. Security Agreement;

“Security Interest” means:

(a)a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)any other type of arrangement having a similar effect; or

(d)agreements to create the foregoing;

“Security Period” means the period commencing on the date of execution of this Deed and terminating on the date when all the Secured Obligations have been discharged in full;

“Successor” in the context of a party to an agreement shall be construed so as to include an assignee, transferee or successor in title of such party and any person who under the laws of its jurisdiction or domicile has assumed the rights and obligations of such party under such agreement or to which, under such laws, such rights or obligations have been transferred; and

“U.S. Security Agreement” means the Second Lien U.S. Security Agreement among Seagate Technology, the Issuer, the Collateral Agent and each of the Subsidiaries listed in Schedule I thereto as supplemented by Seagate Technology plc and the Mortgagor on or about the date hereof and as varied from time to time.

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1.2In construing this Deed (including the recitals), unless otherwise specified:

(a)references to any Party shall be construed so as to include that Party’s respective successors in title, permitted assigns and permitted transferees;

(b)“including” and “in particular” shall not be construed restrictively but shall mean respectively “including, without prejudice to the generality of the foregoing” and “including, without limitation”, and “in particular, but without prejudice to the generality of the foregoing”;

(c)references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality) and in each case, its successors and assigns and persons deriving title under or through it, in whole or in part, and any person which replaces any party to any document in its respective role thereunder, whether by assuming the rights and obligations of the party being replaced or whether by executing a document in or substantially in the form of the document it replaces;

(d)“variation” includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and “vary” and “varied” shall be construed accordingly;

(e)“writing” includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Deed to be signed and “written” has a corresponding meaning;

(f)references to the “consent” of the Chargee shall be construed as the consent of the Chargee acting in its absolute discretion;

(g)subject to Clause 23.3, references to this Deed or to any other document include references to this Deed or such other document as varied in any manner from time to time, even if changes are made to:

(i)the composition of the parties to this Deed or such other document or to the nature or amount (including any increase) of any facilities made available under such other document; or

(ii)the nature or extent of any obligations under such other document;

(h)references to uncertificated shares are to shares the title to which can be transferred by means of an electronic or other entry and references to certificated shares are to shares which are not uncertificated shares;

(i)references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine or neuter and vice versa;

(j)references to clauses and schedules are to clauses of, and schedules to, this Deed;

(k)references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;

(l)headings and titles are for convenience only and do not affect the interpretation of this Deed;

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(m)an Event of Default is “continuing” if it has not been remedied or waived;

(n)this Deed is a “Security Agreement” under the terms of the Indenture.

2.CHARGOR REPRESENTATION AND WARRANTIES

2.1The Chargor hereby represents and warrants (only to the extent that it has not made representations and warranties that are materially similar in the Indenture) to the Chargee on the date of this Deed that:

(a)the Chargor has been duly incorporated and registered as an exempted company with limited liability under the Companies Law;

(b)other than as permitted by the Indenture, the Chargor is the legal and beneficial owner of its Charged Property free from any Security Interest (other than that created by the First Priority Security Debenture and this Deed) or other interest and any options or rights of pre-emption and no person has or is entitled to any conditional or unconditional option, warrant or other right to acquire any interest in its Charged Property;

(c)its Charged Property is, or will be when assigned and charged, freely transferable;

(d)the Chargor has full power and authority to:

(i)execute and deliver this Deed and the other Indenture Documents to which it is a party;

(ii)be the legal and beneficial owner of its Charged Property; and

(iii)comply with the provisions of, and perform all its obligations, under this Deed and the other Indenture Documents to which it is a party;

(e)the Chargor has duly executed and delivered this Deed and the Indenture Documents to which it is a party;

(f)this Deed and each other Indenture Document to which the Chargor is a party creates legal, valid and binding obligations enforceable against the Chargor in accordance with their terms;

(g)the execution and performance of its obligations and liabilities under this Deed and each other Indenture Document to which the Chargor is a party will not:

(i)contravene any law or regulation or any order of any governmental or other official authority, body or agency or any judgment, order or decree of any court having jurisdiction over it; or

(ii)conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which it is a party or any licence or other authorisation to which it is subject or by which it or any of its property is bound; or

(iii)contravene or conflict with any provision of its memorandum and articles of association;

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(h)it is able to pay its debts as they fall due and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:

(i)winding up, dissolution or reorganisation;

(ii)the enforcement of any encumbrance over its assets; or

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;

(i)it is not in breach (nor would be in breach with the giving of notice, passing of time, or satisfaction of any other condition) or in default under any deed, instrument or any agreement to which it is a party or which is binding on it or any of its assets;

(j)no action, litigation, arbitration or administrative proceeding has been commenced or is pending or threatened in writing against it, nor is there subsisting any unsatisfied judgment or award given against it by any court, board of arbitration or other body;

(k)all licences, consents, exemptions, clearance filings, registration, payments of taxes, notarisation and authorisations as are or may be necessary or desirable for the proper conduct of its business, trade, and ordinary activities and for the performance and discharge of its obligations and liabilities under this Deed and each other Indenture Document to which the Chargor is a party and which are required in connection with the execution, delivery, validity, enforceability or admissibility in evidence of this Deed and each other Indenture Document to which the Chargor is a party and the creation of security over the Charged Property have been obtained and are in full force and effect;

(l)it has not taken any action whereby the rights attaching to the Charged Property are altered or diluted save to the extent such alteration or dilution is expressly permitted under this Deed or any other Indenture Document;

(m)the Chargor has taken all corporate and other action required to approve its execution, delivery, performance and enforceability of this Deed and each other Indenture Document to which the Chargor is a party; and

(n)this Deed is effective to create a valid and enforceable second priority Security Interest over or in respect of the Charged Property in favour of the Chargee ranking in priority to the interests of any liquidator (or similar officer) or creditor of the Chargor other than the First Priority Secured Party.

2.2The Chargor also represents and warrants to and undertakes with the Chargee that the foregoing representations and warranties will be true and accurate throughout the continuance of this Deed with reference to the facts and circumstances subsisting from time to time.

3.COVENANT TO PAY

3.1The Chargor hereby covenants with the Chargee as primary obligor and not merely as surety to pay and discharge the Secured Obligations in the manner provided in the relevant Indenture Documents.

4.SECURITY

4.1The Chargor, with full title guarantee, as a continuing security for the full and punctual payment and discharge of the Secured Obligations, hereby charges, in favour of the Chargee the whole of its undertaking and all its property, assets and rights whatsoever and wheresoever present and

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future including, without limitation and in each case subject to the prior ranking security created under the First Priority Security Debenture:

(a)by way of fixed equitable charge, all Real Property now belonging to it and all Real Property acquired by it from time to time;

(b)by way of fixed charge and by way of equitable mortgage, all its shares (including the Mortgaged Shares but excluding, for the avoidance of doubt, any shares mortgaged pursuant to the Cayman Share Mortgage);

(c)by way of fixed charge and absolute assignment by way of fixed security, all its Insurance Policies;

(d)by way of fixed charge and absolute assignment by way of fixed security, all of the Chargor’s rights, title and interest from time to time in the Assigned Property;

(e)by way of fixed charge and absolute assignment by way of fixed security, all of the Chargor’s rights, title and interest from time to time in the property and assets listed in each of Schedule 2, Schedule 3, Schedule 4 and Schedule 5 to this Deed;

(f)by way of fixed charge:

(i)all Plant and Machinery;

(ii)all its goodwill and uncalled capital for the time being;

(iii)all Intellectual Property including any Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;

(iv)all Intellectual Property that may be acquired by or belong to it in the future, including any such Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;

(v)the benefit of all agreements and licences now or in the future entered into or enjoyed by it relating to the use or exploitation of any Intellectual Property in any part of the world;

(vi)all its rights now or in the future in relation to trade secrets, confidential information and knowhow in any part of the world;

(vii)all its rights and causes of action in respect of infringement(s) (past, present or future) of the rights referred to in sub-paragraphs (f)(iii) to (f)(vi) inclusive of this Clause 4.1;

(viii)all Book Debts now or in the future owing to it;

(ix)all its interests and rights (if any) in or to any Bank Account and all balances now or in the future standing to the credit of any Bank Account, and all other current, deposit or other accounts with any bank or financial institution in which it has an interest and (to the extent of such interest) all balances now or in the future standing to the credit of those accounts;

(x)any beneficial interest, claim or entitlement it has to any pension fund now or in the future; and

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(xi)the benefit of all licences, consents and authorisations held in connection with its business or the use of any asset and the right to recover and receive all compensation which may be payable in respect of them,

provided that such Security Interests shall not extend to any property, assets and rights of the Chargor which are being effectively charged by any fixed Security Interest created under the Cayman Share Mortgage.

4.2The Chargor agrees with the Chargee and for the benefit of the Chargee that, until the security created pursuant to Clause 4.1(d) above is enforced:

(a)the Chargor shall at all times remain liable to perform all the duties and obligations expressed to be assumed by it now and in relation to any contract entered into between the Chargor and any person to the same extent as if this Deed had not been executed; and

(b)the exercise by the Chargee of any of the rights assigned hereunder shall not release the Chargor from any of its duties or obligations in relation to the Assigned Property.

5.FLOATING CHARGE

5.1The Chargor as a continuing security for the full and punctual payment and discharge of the Secured Obligations hereby charges in favour of the Chargee by way of second floating charge the whole of its undertaking and all its property, assets and rights whatsoever and wheresoever present and future except to the extent that such undertaking, property, assets and rights are being effectively encumbered by any fixed Security Interest effected by Clause 4 or any fixed Security Interest created under the Cayman Share Mortgage and including any undertaking, property, assets and rights comprised within a charge which is reconverted under Clause 5.5 below (collectively the “Floating Charge Property”), but in each case so that the Chargor shall not (i) in any manner prohibited by the Indenture Documents, create any Security Interest over any such undertaking, property, assets and rights (whether having priority over or ranking pari passu with or subject to this Deed), (ii) take any other step referred to in Clause 8 with respect to any such undertaking, property, assets and rights or (iii) without the consent of the Chargee, sell, transfer, part or dispose of any such undertaking, property, assets and rights except by way of sale in the ordinary course of business.

5.2The floating charge created by Clause 5.1 above may be crystallised into a fixed charge by notice in writing given at any time by the Chargee to the Chargor (the “Notice”). Such crystallisation shall take effect over the assets or class of assets specified in the Notice.  If no assets or class of assets are specified in the Notice, the Notice shall take effect over all the Floating Charge Property.

5.3Notwithstanding the terms of Clause 5.2 above, the floating charge created by Clause 5.1 above shall automatically be converted and instantly crystallised (without the necessity of notice) into a fixed charge over all Floating Charge Property:

(a)in respect of the Chargor, upon the occurrence of any of the following events:

(i)the presentation of a petition for the winding-up of the Chargor;

(ii)the calling of a meeting or the passing of a resolution for the voluntary winding-up of the Chargor;

(iii)the issuing of a summons or motion for the appointment of a receiver in relation to the Chargor;

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(iv)any person taking possession, or a trustee, or receiver or similar officer being appointed, over any of the Floating Charge Property, or distress or any form of execution is levied or enforce upon or sued out against any such Floating Charge Property;

(v)the presentation or making of an application for a warrant of execution, writ of fieri facias, garnishee order, charging order or other enforcement proceeding in respect of any of the Floating Charge Property;

(vi)the Chargor becomes or is declared insolvent or otherwise unable to pay its debts as they fall due in the ordinary course of business; or

(vii)the convening by the Chargor of a meeting of its creditors or the making of a proposal or arrangement or composition with, or any assignment for the benefit of, its creditors, or the presentation of a petition or calling of a meeting for the purpose of considering a resolution regarding such matters or other steps are taken for its winding up, or dissolution;

(b)if (other than as permitted by the Indenture Documents) the Chargor resolves or takes steps to:

(i)charge or otherwise encumber any of its Floating Charge Property;

(ii)create a trust over any of its Floating Charge Property; or

(iii)dispose of any Floating Charge Property;

(c)if any event analogous to any of the events specified in paragraphs (a) and (b) of this Clause 5.3 occurs under the laws of any applicable jurisdiction,

and the Chargee shall be entitled without notice to the Chargor to take possession of and hold the same or to appoint a receiver thereof. The provisions of Clause 10 and Clause 11 shall govern the appointment, removal and powers of a receiver appointed under this Clause as if he were a Receiver appointed under Clause 10.

5.4Except as otherwise stated in any notice given under Clause 5.2 above or unless such notice relates to all its Floating Charge Property, any prospective Floating Charge Property acquired by the Chargor after crystallisation has occurred under Clause 5.2 or Clause 5.3 above shall become subject to the floating charge created by Clause 5.1 above, so that the crystallisation shall be effective only as to the relevant Floating Charge Property in existence at the date of crystallisation.

5.5Any charge which has crystallised under Clause 5.2 or 5.3 above may, by notice in writing given at any time by the Chargee to the Chargor, be reconverted into a floating charge in relation to the assets specified in such notice.

5.6Other than as permitted or contemplated by the Indenture Documents, the Chargor covenants not to create any Security Interest over any Floating Charge Property (whether having priority over, or ranking pari passu with or subject to the floating charge created by Clause 5.1 above) or take any other step referred to in Clause 8 save as permitted by this Deed, the Indenture Documents or with the prior written approval of the Chargee.

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6.DEPOSIT OF DOCUMENTS

6.1Subject to the terms, conditions and provisions of the Intercreditor Agreement, the Chargor shall, upon request:

(a)promptly execute and/or deliver to the Chargee such documents relating to the Charged Property as the Chargee reasonably requires, including any notice in respect of the Security Interests granted hereunder to be served on any relevant bank or financial institution, obligor or counterparty under any contract forming part of the Charged Property, Insurer or other relevant person; and

(b)serve such documents or notices on such relevant person as the Chargee may reasonably require and/or hereby authorises the Chargee to do the same.

6.2The Chargor shall use all reasonable endeavours (including expending reasonable costs and expenses) to promptly procure the execution and delivery to the Chargee of acknowledgments by the addressees of the notices delivered to them pursuant to Clause 6.1 above as applicable.

6.3The Chargor shall, promptly upon execution of this Deed, and in any event within two Business Days from the date of execution of this Deed, provide evidence in form and substance satisfactory to the Chargee, that the particulars of this Deed have been recorded in its Register of Charges to reflect the security being granted hereunder.

7.RIGHTS IN RESPECT OF MORTGAGED SHARES

7.1The Chargor shall pay all calls, instalments or other payments and shall discharge all other obligations, which may become due in respect of any of its Mortgaged Shares, provided that the Chargee may at any time after an Event of Default, if it thinks fit or is required to do so by a requisite majority of Noteholders in accordance with the Indenture, make such payments or discharge such obligations on behalf of the Chargor.  Any sums so paid by the Chargee in respect thereof shall be repayable on demand and pending such repayment shall constitute part of the Secured Obligations.

7.2The Chargor hereby authorises the Chargee to arrange at any time and from time to time prior to or after the occurrence of an Event of Default for its Mortgaged Shares or any part thereof to be registered in the name of the Chargee (or its nominee) to the extent applicable under relevant laws thereupon to be held, as so registered, subject to the terms of this Deed and, at the request of the Chargee, the Chargor in each case shall without delay procure that the foregoing shall be done.

8.PRESERVATION OF SECURITY

8.1It is hereby agreed and declared that:

(a)the security created by this Deed shall be held by the Chargee as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)the Chargee shall not be bound to enforce any other security before enforcing the Security Interests created by this Deed;

(c)no delay or omission on the part of the Chargee in exercising any right, power or remedy under this Deed shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy

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preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Chargee may deem expedient; and

(d)any waiver by the Chargee of any terms of this Deed shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

8.2Unless and until an Event of Default:

(a)the Chargor shall be entitled to exercise all voting and consensual powers pertaining to its Charged Property or any part thereof for all purposes not inconsistent with the terms of this Deed or the other Indenture Documents;

(b)the Chargor shall be entitled to receive and retain any distributions, interest or other moneys or assets accruing on or in respect of its Charged Property or any part thereof.

8.3The Chargee shall not have any duty to ensure that any moneys or assets receivable in respect of the Charged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct accounts (if any) are paid or received on or in respect of the Charged Property or to ensure the taking up of any (or any offer of any) rights, moneys or other property paid, distributed, accruing or offered at any time on or in respect of, any of the Charged Property.

8.4Any settlement or discharge under this Deed between the Chargee and the Chargor shall be conditional upon no security or payment to the Chargee by the Chargor or any other person being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Chargee shall be entitled to recover from the Chargor on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred.

8.5The rights of the Chargee under this Deed and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Chargor, the Chargee or any other person:

(a)any time or waiver granted to or composition with the Chargor or any other person;

(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Chargor or any other person;

(c)any legal limitation, disability, incapacity or other circumstances relating to the Chargor or any other person;

(d)any amendment or supplement to any Indenture Document or any other document or security (including any amendment the effect of which is to change the nature or amount of any facilities made available thereunder or to change the nature or extent of any obligations thereunder);

(e)the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the Chargor or any other person; or

(f)the unenforceability, invalidity or frustration of any obligations of the Chargor or any other person under any Indenture Document or any other document or security.

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8.6Subject to the terms of the Intercreditor Agreement, during the Security Period, no Chargor shall by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Chargee of its rights under, or the security constituted by, this Deed or any Indenture Document or by virtue of any relationship between or transaction involving the Chargor (whether such relationship or transaction shall constitute the Chargor (other than the Issuer) a creditor of the Issuer, a guarantor of the obligations of the Issuer or in part subrogated to the rights of others against the Issuer or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Deed):

(a)exercise any rights of subrogation against any of the Original Chargors or any other person in relation to any rights, security or moneys held or received or receivable by the Chargee or any person;

(b)exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)exercise any right of set-off or counterclaim against any Original Chargors or any such co-surety;

(d)receive, claim or have the benefit of any payment, distribution, security or indemnity from any Original Chargors; or

(e)unless so directed by the Chargee (when the Chargor will prove in accordance with such directions), claim as a creditor of any Original Chargors in competition with the Chargee.

The Chargor shall hold in trust for the Chargee and forthwith pay or transfer (as appropriate) to the Chargee any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

8.7During the Security Period, the Chargee may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Chargee for as long as it may think fit, any moneys received, recovered or realised under this Deed or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Indenture Documents; provided that the Chargee shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Chargee in any such account or accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

8.8The Chargor hereby covenants that during the Security Period it will remain the legal and beneficial owner of its Charged Property (subject to the Security Interests hereby created and subject to the security created under the prior ranking security created under the First Priority Security Debenture) and that it will not (other than as permitted or contemplated by the Indenture Documents):

(a)create or suffer the creation of any Security Interests (other than those created by this Deed) or any other interest on or in respect of the whole or any part of the Charged Property or any of its interest therein; or

(b)sell, assign, transfer or otherwise dispose of any of its interest in the Charged Property without the prior consent in writing of the Chargee.

8.9The Chargor shall during the subsistence of this Deed:

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(a)observe and perform all the obligations assumed by it and exercise all its rights and discretions in relation to its Charged Property upon the instructions of the Chargee or its nominee and shall diligently pursue any remedies available to it in respect of any material breach or claim arising in relation to the Charged Property upon the instructions of the Chargee or its nominee and will not, without the prior written consent of the Chargee cause or permit any rights attaching to the Charged Property to be varied or abrogated and the Chargee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Chargor to perform its obligations in respect thereof;

(b)promptly pay all capital contributions and other payments due in respect of its  Charged Property and if the Chargor fails to make any such payments, the Chargee may, but shall not be obliged to, make such payments on behalf the Chargor in which event any sums so paid shall be reimbursed on demand by the Chargor to the Chargee;

(c)indemnify the Chargee on a full indemnity basis against all calls or other payments relating to the Charged Property and against any defects in the Chargor’s title to the Charged Property and against all actions, proceedings, losses, costs, claims or demands suffered or incurred in respect of anything done or omitted in any way relating to the Charged Property or in the exercise or purported exercise of any of the powers contained in this Deed by the Chargee other than as a result of the gross negligence or wilful default of the Chargee; and

(d)give the Chargee immediate notice, in the event that any action, suit or other proceeding at law, in equity, in arbitration or before any other authority involving or affecting the Charged Property becomes known to it or is contemplated by the Chargor, and if the Chargor is contemplating such action, suit or other proceeding, the Chargor shall obtain the prior written consent of the Chargee before commencing such action, suit or other proceeding.

9.ENFORCEMENT OF SECURITY

9.1Subject to the terms of the Intercreditor Agreement, at any time after the occurrence of an Event of Default or if a demand is made for the payment of the Secured Obligations, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Chargee under this Deed shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Chargee without further notice to the Chargor may, whether acting on its own behalf or through a receiver or agent:

(a)solely and exclusively exercise all voting rights attaching to the Charged Property and shall exercise such rights in such manner as the Chargee may in its absolute discretion determine;

(b)receive and retain all distributions, profits, income, returns of contributions, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such distributions, profits, income, returns of contributions, interest or other moneys or assets to be held by the Chargee, as additional security assigned and charged under and subject to the terms of this Deed and any such distributions, profits, income, returns of contributions, interest and other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demand;

(c)take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the

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Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of;

(d)borrow or raise money either unsecured or on the security of the Charged Property (either in priority to this Deed  or otherwise);

(e)settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Chargor or relating to the Charged Property;

(f)bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Charged Property or any business of the Chargor;

(g)make any arrangement or compromise on behalf of the Chargor in respect of the Secured Obligations;

(h)rank and claim in the insolvency of the Chargor and receive dividends and accede to agreements for the creditors of the Chargor;

(i)with a view to, or in connection with, the management or disposal of the Charged Property carry out any transaction, scheme or arrangement which the Chargee may, in its absolute discretion, consider appropriate;

(j)appoint and engage employees, managers, agents and advisers upon such terms as to remuneration and otherwise and for such periods as it may determine, and dismiss them;

(k)redeem any security (whether or not having priority to this Deed) over the Charged Property and to settle the accounts of any person with an interest in the Charged Property;

(l)exercise and do (or permit the Chargor or any nominee of the Chargor to exercise and do) all such rights and things as the Chargee would be capable of exercising or doing if it were the absolute beneficial owner of the Charged Property;

(m)do anything else it may think fit for the realisation of the Charged Property or incidental to the exercise of any of the rights conferred on the Chargee under or by virtue of any document to which the Chargor is party; and

(n)exercise all rights and remedies afforded to it under applicable law.

9.2The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Deed or to make any claim or to take any action to collect any moneys assigned by this Deed or to enforce any rights or benefits assigned to the Chargee by this Deed or to which the Chargee may at any time be entitled hereunder.

9.3Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Deed and the sale shall be deemed to be within the power of the Chargee, and the receipt of the Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

9.4Subject to the terms of the Intercreditor Agreement, any money received or realised by the Collateral Agent under the powers conferred by this Deed shall be paid or applied in a manner consistent with Section 6.02 of the U.S. Security Agreement.

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9.5During the Security Period, the Collateral Agent may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

9.6Neither the Chargee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty or wilful default.

9.7The Chargee shall not by reason of the taking of possession of the whole or any part of the Charged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

10.APPOINTMENT OF A RECEIVER

10.1At any time after occurrence of:

(a)an Event of Default; or

(b)a request has been made by the Chargor to the Chargee for the appointment of a receiver over its assets or in respect of the Chargor,

then notwithstanding the terms of any other agreement between that Chargor and any person but subject to the Intercreditor Agreement, the Chargee may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Charged Property as the Chargee may choose in its entire discretion.

10.2Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Chargee shall specify to the contrary.

10.3The Chargee may from time to time determine the remuneration of a receiver.

10.4The Chargee may remove a receiver from all or any of the Charged Property of which he is the receiver and after the receiver has vacated office or ceased to act in respect of any of the Charged Property, appoint a further receiver over all or any of the Charged Property in respect of which he shall have ceased to act.

10.5Such an appointment of a receiver shall not preclude the:

(a)Chargee from making any subsequent appointment of a receiver over all or any Charged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)appointment of an additional receiver to act while the first receiver continues to act.

10.6The receiver shall be the agent of the Chargor (which shall be solely liable for his acts, defaults and remuneration) unless and until the Chargor is placed into liquidation, after which time he shall act as principal.  The receiver shall not at any time become the agent of the Chargee.

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11.POWERS OF A RECEIVER

11.1Subject to the terms of the Intercreditor Agreement, in addition to those powers conferred by law, a receiver shall have and be entitled to exercise in relation to the Chargor all the powers set forth below:

(a)to exercise all rights of the Chargee under or pursuant to this Deed, including all voting and other rights attaching to the Charged Property;

(b)to make any arrangement or compromise with others as he shall think fit;

(c)to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Chargor; and

(f)to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Charged Property or the value thereof.

12.FURTHER ASSURANCES

12.1The Chargor shall, at its own expense, promptly do all such acts or execute all such documents (including assignments, transfers, assigns, charges, notices and instructions) as the Chargee may reasonably specify and in such form as the Chargee may reasonably require in order to:

(a)perfect or protect the security created or intended to be created under or evidenced by this Deed (which, subject to the terms of the First Priority Security Debenture, may include the execution of a legal mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Deed) or for the exercise of any rights, powers and remedies of the Chargee provided by or pursuant to this Deed, the Indenture Documents or by law;

(b)confer on the Chargee security over any property and assets of the Chargor located in any jurisdiction which is (to the extent permitted by local law) equivalent or similar to the security intended to be conferred by or pursuant to this Deed;

(c)following an Event of Default, subject to the Intercreditor Agreement, facilitate the realisation of the assets which are, or are intended to be, the subject of this Deed.

12.2Without limiting the other provisions of this Deed, the Chargor shall, at its own expense, take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Chargee by or pursuant to this Deed.

13.INDEMNITIES

13.1The Chargor will indemnify and save harmless the Chargee, any receiver and each agent or attorney appointed under or pursuant to this Deed from and against any and all reasonable

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expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Chargee or such agent or attorney other than as a result of the gross negligence or wilful default of the Chargee:

(a)in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Deed;

(b)in the preservation or enforcement of the Chargee’s rights under this Deed or the priority thereof;

(c)on the release of any part of the Charged Property from the security created by; or

(d)arising out of any breach by the Chargor of any term of this Deed,

and the Chargee or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Deed.  All amounts suffered, incurred or paid by the Chargee or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 13.1 shall require the Chargor to indemnify and save harmless the Chargee from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Chargee as a result of the Chargee’s gross negligence, fraud or wilful default.

13.2If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Chargor or the bankruptcy or liquidation of the Chargor or for any other reason any payment under or in connection with this Deed is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Deed (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Chargee when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Deed, the Chargor, as a separate and independent obligation, shall indemnify and hold harmless the Chargee against the amount of such shortfall.  For the purposes of this Clause 13.2, “rate of exchange” means the rate at which the Chargee is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

14.POWER OF ATTORNEY

14.1The Chargor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Chargee and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

(a)to execute and complete in favour of the Chargee or its nominees or of any purchaser any documents which the Chargee may from time to time require for perfecting the Chargee’s title to, for vesting any of the assets and property hereby charged, or assigned in the Chargee or its nominees or in any purchaser or for any of the purposes contemplated by this Deed;

(b)after the occurrence of an Event of Default, to give effectual discharges for payments, to take and institute on non-payment (if the Chargee in its sole discretion so decides) all steps and proceedings in the name of the Chargor or of the Chargee for the recovery of such moneys, property and assets hereby charged or assigned;

(c)after the occurrence of an Event of Default, to agree accounts and make allowances and give time or other indulgence to any surety or other person liable;

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(d)so as to enable the Chargee to carry out in the name of the Chargor any obligation imposed on the Chargor by this Deed (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Charged Property and the exercise of all the Chargor’s rights and discretions in relation to the Charged Property);

(e)so as to enable the Chargee and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Deed or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal and beneficial owner of the Charged Property), and

(f)generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid

in each case, subject to the terms, conditions and provisions of the Intercreditor Agreement.

14.2Notwithstanding any other provision of clause 14.1, such power shall not be exercisable by or on behalf of the Chargee as the case may be until an Event of Default has occurred.

14.3The power hereby conferred shall be a general power of attorney and the Chargor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to herein, the exercise by the Chargee of such power shall be conclusive evidence of its right to exercise the same.

15.EXPENSES

15.1The Chargor shall pay to the Chargee on demand all reasonable costs, fees and expenses (including, but not limited to, properly incurred legal fees and expenses) and taxes thereon incurred by the Chargee or for which the Chargee may become liable in connection with:

(a)the negotiation, preparation and execution of this Deed;

(b)the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Deed or the priority hereof;

(c)any variation of, or amendment or supplement to, any of the terms of this Deed; or

(d)any consent or waiver required from the Chargee in relation to this Deed,

and in the case referred to in Clauses 15.1(c) and 15.1(d) regardless of whether the same is actually implemented, completed or granted, as the case may be.

15.2The Chargor shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Deed may be subject or give rise and shall indemnify the Chargee on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Chargor to pay any such duties or taxes.

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16.RELEASE

16.1Subject to Clause 16.2, when all the Secured Obligations have been paid in full in cash or the Security Interest created by this Deed is automatically released pursuant to section 11.04 or the Indenture, the Collateral Agent shall (at the request and cost of the Chargor) execute such documents and do all such reasonable acts as may be necessary to release the Charged Property from the security constituted by this Deed. Such release shall not prejudice the rights of the Collateral Agent under Clause 13.

16.2If the Chargee considers in good faith that any amount received in payment or purported payment of the Secured Obligations (whether received from or paid by a Chargor or any other relevant person) is capable of being avoided or reduced by virtue of any insolvency or other similar laws:

(a)the liability of the Chargor under this Deed and the security constituted by this Deed shall continue and such amount shall not be considered to have been irrevocably paid; and

(b)the Chargee may keep any security held by it in respect of the Chargor’s liability under the Indenture Documents in order to protect the Secured Parties against any possible claim under insolvency law for up to six years after all Secured Obligations have been satisfied.  If a claim is made against a Secured Party within that period, the Chargee may keep the security until that claim has finally been dealt with.

17.NOTICES

17.1Any notice or other communication given or made under or in connection with the matters contemplated by this Deed shall be provided in accordance with Section 12.03 of the Indenture.

18.ASSIGNMENTS

18.1This Deed shall be binding upon and shall enure to the benefit of the Chargor, the Collateral Agent and each of their respective successors and (subject to clauses 18.2 and 18.3) assigns and references in this Deed to any of them shall be construed accordingly.

18.2The Chargor may not assign or transfer all or any part of its rights and/or obligations under this Deed.

18.3The Collateral Agent may assign and transfer its rights pursuant to this Deed in accordance with the terms of Clause 7.05 of the U.S. Security Agreement.

19.COLLATERAL AGENT

19.1The Collateral Agent holds the benefit of this Deed (and any other security created in its favour pursuant to this Deed) as agent for and on behalf of the Secured Parties pursuant to the terms of the Indenture and U.S. Security Agreement.  The retirement of the person for the time being acting as Collateral Agent and the appointment of a successor shall be effected in the manner provided for in the Indenture.

19.2Nothing in this Deed shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Collateral Agent.

20.SET-OFF

20.1The Chargor authorises the Collateral Agent (but the Collateral Agent shall not be obliged to exercise such right), after the occurrence of an Event of Default to set off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Collateral Agent to the Chargor.

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21.SUBSEQUENT SECURITY INTERESTS

21.1If the Chargee at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Charged Property or any assignment or transfer of the Charged Property which is prohibited by the terms of this Deed, all payments thereafter by or on behalf of the Chargor to the Collateral Agent shall be treated as having been credited to a new account of the Chargor and not as having been applied in reduction of the Secured Obligations as at the time when the Collateral Agent received such notice.

22.COVENANTS

22.1The Chargor hereby makes the covenants set out in Sections 4.04, 4.05, 4.06, 4.07, 4.09, 4.12(a), 4.12(b), 4.13(a), 4.13(b), 4.13(c), 4.13(d), 4.13(e), 4.13(f), 4.13(g), 4.13(h) and 4.13(i), inclusive, of the U.S. Security Agreement and such covenants are hereby incorporated by reference into this Deed.  For the purposes of this Clause 22.1, all references to Grantor or Grantors in the aforementioned Sections of the U.S. Security Agreement shall be construed as references to the Chargor and, where not otherwise defined in this Deed, the defined terms used in such Sections shall bear the meanings ascribed thereto in the U.S. Security Agreement.

22.2If at any time the Chargor shall take a security interest in any property of a debtor in respect of an Intercompany Loan or any other person to secure payment and performance of an Intercompany Loan, such Chargor shall promptly assign such security interest to the Collateral Agent to the extent permitted by any contracts or arrangements to which such property is subject.  Such assignment need not be filed on public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the debtor in respect of the relevant Intercompany Loan or other person granting the security interest.

22.3The Chargor will not, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any of the Intercompany Loans, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any material credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices.

23.MISCELLANEOUS

23.1The Chargee, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Chargee under this Deed in relation to the Charged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Chargee may think fit.  The Chargee shall not be in any way liable or responsible to the Chargor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Chargee has acted reasonably in selecting such delegate.

23.2If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Deed or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

23.3This Deed (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

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23.4Each document, instrument, statement, report, notice or other communication delivered in connection with this Deed shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing version and upon which in all cases the Chargee and the Secured Parties shall be entitled to rely.

23.5This Deed may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

23.6The parties intend that this Deed takes effect as a deed notwithstanding the fact that the Chargee may only execute it under hand.

24.ACKNOWLEDGMENT

24.1By execution hereof, the Chargor acknowledges that the Intercompany Loan in respect of which the Chargor is the debtor has been assigned by way of security and agrees that this Deed and the U.S. Security Agreement shall constitute notice of such assignment.

25.LAW AND JURISDICTION

25.1This Deed shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this clause shall affect the right of the Chargee to serve process in any manner permitted by law or limit the right of the Chargee to take proceedings with respect to this Deed against the Chargor in any jurisdiction nor shall the taking of proceedings with respect to this Deed in any jurisdiction preclude the Chargee from taking proceedings with respect to this Deed in any other jurisdiction, whether concurrently or not.

26.INTERCREDITOR AGREEMENT.

26.1The Security Interests created by this Deed on the property described herein are subordinate to the Security Interests on such property created by any similar instrument already granted to any First Priority Secured Party, in such property, in accordance with the provisions of the Intercreditor Agreement.  Notwithstanding anything to the contrary, the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and this Deed, the terms of the Intercreditor Agreement shall govern.

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IN WITNESS whereof this Debenture has been entered into by the parties and executed as a deed on the day and the year first before written.

EXECUTED AS A DEED by SEAGATE HDD	)	/s/ Kenneth M. Massaroni
CAYMAN:	)	Duly Authorised Signatory
	)
	)	Name:	Kenneth M. Massaroni
	)
	)	Title:	Director
	)

in the presence of:
/s/ Demetrios N. Mavrikis
Signature of Witness
Name:	Demetrios N. Mavrikis
Address:	920 Disc Dr, Scotts Valley, CA 95066
Occupation:	Executive Assistant

[Signature Page to Second Lien Debenture – Seagate HDD Cayman]

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EXECUTED AS A DEED by JPMORGAN	)	/s/ Maddy Hall
CHASE BANK, N.A.:	)	Duly Authorised Signatory
	)
	)
	)

in the presence of:
/s/ Brian A. Buchanan, Vice President
Signature of Witness
Name:	Brian A. Buchanan, Vice President
Address:	Wells Fargo Bank, N.A. Corporate Trust Services 707 Wilshire Blvd, 17th Floor Los Angeles, CA 90017
Occupation:	Corporate Trust Officer

[Signature Page to Second Lien Debenture – Seagate HDD Cayman]

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SCHEDULE 1

[Reserved]

27

SCHEDULE 2

BANK ACCOUNTS

NAME OF CHARGOR	BANK NAME & ADDRESS	CURRENCY	ACCOUNT NO.
Deposit Accounts
Seagate HDD CAYMAN	n/a	n/a	n/a

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SCHEDULE 3

INTERCOMPANY LOANS

NAME OF BORROWER	NAME OF CHARGOR LENDER	AMOUNT OUTSTANDING AS AT FEB 09	MAXIMUM LOAN AMOUNT
n/a	n/a	n/a	n/a

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SCHEDULE 4

PATENTS

PATENTS - - GRANTED

NAME OF CHARGOR OWNER	PATENT NUMBER
Seagate HDD Cayman	n/a

PATENTS - - PUBLISHED

NAME OF CHARGOR OWNER	APP NUMBER
Seagate HDD Cayman	n/a

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SCHEDULE 5

REAL PROPERTY

NAME OF CHARGOR LESSEE/OWNER	PROPERTY ADDRESS	COUNTRY	LEASED OR OWNED
Seagate HDD Cayman	n/a	n/a	n/a

31

EX-10.20

Exhibit 10.20

DATED 1 MARCH 2010

SEAGATE TECHNOLOGY PLC

AS CHARGOR

AND

JPMORGAN CHASE BANK, N.A.

AS ADMINISTRATIVE AGENT

DEBENTURE

ARTHUR COX

DUBLIN

CONTENTS

Clause		Page
1	INTERPRETATION	4
2	COVENANT TO PAY	10
3	INTEREST	10
4	PAYMENTS	10
5	LIMITATIONS	11
6	CURRENCY CONVERSIONS	11
7	CREATION OF SECURITY	11
8	REPRESENTATIONS	15
9	RESTRICTIONS ON DEALINGS	18
10	REAL PROPERTY	19
11	INVESTMENTS	21
12	INTELLECTUAL PROPERTY	24
13	SECURITY ACCOUNTS	24
14	RELEVANT CONTRACTS	25
15	INSURANCES	26
16	GENERAL COVENANTS	27
17	WHEN SECURITY BECOMES ENFORCEABLE	27
18	ENFORCEMENT OF SECURITY	28
19	RECEIVER	30
20	POWERS OF RECEIVER	31
21	APPLICATION OF PROCEEDS	33
22	EXPENSES AND INDEMNITY	34
23	DELEGATION	34
24	POWER OF ATTORNEY	35
25	FURTHER ASSURANCES	35
26	PRESERVATION OF SECURITY	36
27	SET-OFF	38
28	MISCELLANEOUS	39
29	LITIGATION	40
30	ENTRIES IN ACCOUNTS	40
31	CERTIFICATES AND DETERMINATIONS	40
32	REMEDIES AND WAIVERS	40
33	ASSIGNMENT	41
34	VARIATION	41
35	RELEASE	41
36	NOTICES AND DEMANDS	41
37	COUNTERPARTS	42
38	LAW AND JURISDICTION	42
SCHEDULE 1
Forms of Letter for Security Accounts		43
	Part 1 — Notice to Account Bank	43
	Part 2 — Acknowledgement of Account Bank	45
SCHEDULE 2
Forms of Letter for Insurances		46
	Part 1 — Form of Notice of Assignment	46
	Part 2 — Form of Letter of Undertaking	48
SCHEDULE 3
Forms of Letter for Relevant Contracts		50
	Part 1 — Notice to Counterparty	50

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SCHEDULE 4
Shares		52
	Part 1 — Dividend Mandate	52
	Part 2 — Letter of Authority	53
	Part 3 — Letter of Resignation	54
	Part 4 — Letter of Authority to Date	55
SCHEDULE 5
Excluded Collateral		56

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THIS DEED is dated 1 March 2010 and made between:

(1)SEAGATE TECHNOLOGY PLC with company registration number 480010 and having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland (the “Chargor”); and

(2)JPMORGAN CHASE BANK, N.A. having its registered office at 270 Park Avenue, New York, NY 10017, U.S.A., in its capacity as administrative agent for the Secured Parties (the “Administrative Agent”).

RECITALS:

A.Pursuant to the Credit Agreement, the Lenders agreed to make loans to the Borrower and the Issuing Banks agreed to issue Letters of Credit on the terms and subject to the conditions contained in the Credit Agreement.  In addition, by a guarantee agreement (as supplemented or amended from time to time, the “Guarantee Agreement”) dated 29 April 2009 granted by the Guarantors in favour of the Administrative Agent for the benefit of the Secured Parties, each of the Guarantors agreed, inter alia, to guarantee all the Obligations of the Borrower and the other Loan Parties under the Credit Agreement.

B.The Chargor has agreed to become a guarantor under the U.S. Guarantee Agreement pursuant to a supplement thereto, dated as of 1 March, 2010.  In accordance with the Collateral and Guarantee Requirement (as defined in the Credit Agreement) the Chargor has (after giving due consideration to the terms and conditions of the Credit Agreement and the other Loan Documents and satisfying itself that it will derive direct and indirect economic and corporate benefit from the arrangements contemplated in the Credit Agreement and the other Loan Documents and that there are reasonable grounds for believing that the entry into by it of this Deed will benefit it) decided in good faith and for the purposes of its business to enter into this Deed and to create the security expressed to be created by this Deed as a continuing security for the payment and discharge of the Secured Obligations.

C.The Administrative Agent has agreed to enter this Deed as administrative agent for the Secured Parties.

IT IS AGREED AS FOLLOWS:

1.INTERPRETATION

1.1In this Deed (including its Recitals):

“Account Bank” means a bank with which the Chargor holds a Security Account.

“Act” means the Land and Conveyancing Law Reform Act 2009.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Borrower” means Seagate Technology HDD Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands with company number 103069 and having its registered office at P.O Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in Dublin.

“Certificate of Title” means any certificate of title on the Mortgaged Property provided to the Administrative Agent as trustee for the Secured Parties.

“Credit Agreement” means the Second Amended and Restated Credit Agreement dated 3 April 2009 made between (1) Seagate Technology (“Intermediate Holdings”) (2) Seagate Technology HDD Holdings (3) the lenders named therein (4) and JPMorgan Chase Bank, N.A. as Administrative Agent (5) and the other agents named therein, as supplemented or amended from time to time.

“Default Rate” means the rate per annum specified in Section 2.12(c)(ii) of the Credit Agreement.

“Delegate” means any delegate, agent, manager, attorney or co-trustee appointed by the Administrative Agent or any Receiver.

“Enforcement Date” means the date on which an Event of Default has occurred so long as it is continuing.

“Environmental Claim”means any claim, suit or proceeding by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law, regulation or other requirement having legal effect which relates to:

(a)the pollution of, protection of or prevention of harm to the environment; or

(b)hazardous or toxic substances, wastes or pollutants.

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of the Chargor conducted on or from the properties owned or used by the Chargor.

“Event of Default” means the occurrence of an Event of Default as defined in the Credit Agreement and/or the failure by the Chargor to observe or perform any covenant or agreement contained in any Loan Document to which it is a party or any default in the payment of any of the Secured Obligations.

“Fixtures” means all fixtures and fittings (including trade fixtures and fittings) and fixed plant and machinery of the Chargor.

“Floating Charge Assets” means any of the Chargor’s assets charged by way of a floating charge under this Deed.

“Guarantee” has the meaning given to it in Recital B above.

“Guarantors” means Intermediate Holdings, the Borrower, and each of the Subsidiary Loan Parties party to the Guarantee Agreement.

“Insurances” means any contract of insurance or re-insurance taken out by or on behalf of the Chargor or under which it has a claim.

“Intellectual Property” means any and all its discoveries, inventions, concepts, ideas, patents, trade marks, service marks, registered designs, drawings, utility models, design rights, copyright (including the copyright in software in any code), database rights, trade secrets and other confidential information, technical information, technology, know-how, business ideas, methods, techniques, concepts, business or trade names, goodwill and all its other intellectual property and rights of a similar or corresponding nature in any part of the world, whether registered or not, or capable of registration or not, and including all applications and the right to apply for any of the foregoing rights.

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“Intercreditor Agreement” means the intercreditor agreement dated 1 May 2009 between, amongst others, the Administrative Agent, the Borrower and Wells Fargo Bank, National Association (as Collateral Agent) as supplemented or amended or otherwise modified from time to time.

“Investments” means, for the Chargor:

(a)the Shares of the Chargor;

(b)all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments of the Chargor; and

(c)any declarations of trust and/or nominee agreements in relation to the Shares of the Chargor and in relation to all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments of the Chargor,

and in the case of paragraphs (a) and (b) whether certificated or uncertificated, physical or dematerialised, registered or unregistered, held directly by or to the order of the Chargor or by any trustee, nominee, fiduciary or clearing system on its behalf and all rights against such trustee, nominee, fiduciary or clearing system, held by the Chargor.

“Legal Reservations” means:

(a)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b)the time barring of claims and defences of set-off or counterclaim; and

(c)similar principles, rights and defences under the laws of any Relevant Jurisdiction.

“Loan Documents” has the meaning given to that term in the Credit Agreement.

“Mortgaged Property” means all freehold, leasehold and other immovable property in which the Chargor holds or acquires a legal or beneficial interest, both now and in future.

“Party” means a party to this Deed.

“Permitted Encumbrances” means those encumbrances expressly permitted under Section 6.02 of the Credit Agreement.

“Planning Acts” means all laws (whether criminal, civil or administrative) including common law, statute, statutory instruments, directives, regulations, bye-laws, orders, codes, judgments and other legal measures having the force of law concerning planning matters including the Planning and Development Acts 2000 to 2006, the Building Control Acts 1990 and 2007, the Local Government (Planning and Development) Acts 1963 to 1999 and any regulations issued pursuant thereto and any extant order or regulation made or confirmed under any of them.

“Plant and Machinery” means all plant, machinery, computers, office equipment or vehicles of the Chargor.

“Premises” means all buildings and erections included in the Chargor’s Mortgaged Property.

“Receiver” means a receiver or a receiver and manager, in either case, appointed under this Deed.

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“Related Company” means a company which is related within the meaning of Section 4(5) of the Companies (Amendment) Act 1990.

“Relevant Contract” means any agreement to which the Chargor is a party and which the Chargor and the Administrative Agent may from time to time designate a Relevant Contract.

“Relevant Jurisdiction” means, in relation to the Chargor:

(a)its jurisdiction of incorporation; and

(b)any jurisdiction where it conducts its business.

“Secured Obligations” has the meaning ascribed to “Obligations” in the Credit Agreement.

“Secured Parties” has the meaning given to it in the Credit Agreement.

“Security” means any Security Interest created, evidenced or conferred by or under this Deed.

“Security Account” means:

(a)any account specified in Part 5 of Schedule 1 (Security Assets); and

(b)any other account which the Chargor and the Administrative Agent may from time to time designate a Security Account.

“Security Assets” means all assets of the Chargor the subject of this Security.

“Security Interest” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Period” means the period commencing on the date of execution of this Deed and terminating on the date when all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated and all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank).

“Shares” means all shares the subject of this Security.

“Subsidiary” shall be construed as a subsidiary undertaking within the meaning of Regulation 4 of the European Communities (Companies: Group Accounts) Regulations 1992.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“VAT” means value added tax as provided for in the Value Added Tax Act 1972 (“VATA”) and any Tax which may be levied in accordance with Directive 2006/112/EC whether in Ireland or elsewhere and any other tax of a similar nature.

1.2Unless a contrary indication appears, any reference in this Deed to:

(a)the “Chargor”, any “Secured Party”, any “Lender”, any “Issuing Bank”, the “Administrative Agent”, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and in

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the case of the Administrative Agent, any person for the time being appointed as Administrative Agent in accordance with the Loan Documents;

(b)an “agreement” includes any agreement, arrangement, instrument, contract or deed (in each case whether oral or written);

(c)an “amendment” includes a supplement, novation or re-enactment and “amended” shall be construed accordingly;

(d)“assets” includes present and future assets, properties, revenues and rights of every description;

(e)“this Deed” means this Debenture;

(f)“dispose” includes part with possession of, grant any interest in, sell, lease, licence, discount, factor, loan, assign, convey, agree to convey, transfer, release, exchange and set-off and “disposal” shall be construed accordingly;

(g)the “Credit Agreement”, a “Loan Document”, a “Letter of Credit” or any other agreement is a reference to the Credit Agreement, that Loan Document or other agreement as amended, extended or restated;

(h)a “filing” includes any filing, registration, recording or notice and “filed” shall be construed accordingly;

(i)“including” means including without limitation and “includes” and “included” shall be construed accordingly;

(j)“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(k)“insolvency” includes insolvency, winding-up, dissolution, examinership, the granting of court protection, administration, liquidation, bankruptcy, composition or arrangement and other similar events under the laws of any jurisdiction;

(l)“losses” includes losses, actions, damages, claims, proceedings, costs, demands, expenses (including fees) and liabilities and “loss” shall be construed accordingly;

(m)a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(n)a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(o)a provision of law or regulation is a reference to that provision as amended; and

(p)a time of day is a reference to Dublin time.

1.3Words in the singular shall include the plural and vice versa.

1.4Clause and Schedule headings are for ease of reference only.

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1.5Unless a contrary indication appears, a term used and defined in the Credit Agreement that is not defined in this Deed has the same meaning in this Deed as in the Credit Agreement.

1.6Any covenant, undertaking or agreement of the Chargor under this Deed remains in force during the Security Period.

1.7It is intended that this document takes effect as a deed notwithstanding the fact that the Administrative Agent may only execute this document under hand.

1.8If an amount paid to a Secured Party under this Deed is capable of being avoided or otherwise set aside on the insolvency of the payer or otherwise, then that amount will not be considered to have been irrevocably paid for the purposes of this Deed.

1.9Unless the context otherwise requires, a reference to a Security Asset includes:

(a)any part of that Security Asset;

(b)the proceeds of sale of all or any part of that Security Asset;

(c)any monies and proceeds paid or payable in respect of that Security Asset including all rights to be paid or receive compensation under any statute or enactment by reason of any compulsory acquisition or other exercise of compulsory or similar powers in relation to that Security Asset by any local or other authority or government agency or body or any refusal, withdrawal or modification of any planning permission or approval relative thereto or any control or limitation imposed upon or affecting the use of that Security Asset;

(d)all rights under any licence, agreement for sale or agreement for lease in respect of that Security Asset;

(e)all rights, powers, benefits, claims, contracts, warranties, remedies, Security Interests, guarantees, indemnities, covenants, agreements or undertakings in respect of that Security Asset; and

(f)any present and future assets of that type.

1.10Unless the context otherwise requires, a reference in this Deed to any Mortgaged Property includes:

(a)all buildings, erections and Fixtures from time to time on that Mortgaged Property owned by the Chargor;

(b)the benefit of any covenant for title given or entered into by any predecessor in title of the Chargor in respect of that Mortgaged Property and any monies paid or payable in respect of that covenant.

1.11(a)All this Security:

(i)is created in favour of the Administrative Agent subject to, and for the beneficiaries specified in, clause 1.11(b); and

(ii)is a continuing security for the payment, discharge and performance of all the Secured Obligations.

(b)The Administrative Agent holds the benefit of this Deed on trust for the Secured Parties.

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1.12The fact that no, or incomplete, details of any Security Asset are inserted in the Schedules hereto does not affect the agreement of the Parties to create a mortgage, an assignment or a first fixed charge as applicable over that Security Asset.

1.13An Event of Default is “continuing” if it has not been remedied or waived.

2.COVENANT TO PAY

2.1The Chargor (as primary obligor and not merely as surety) unconditionally and irrevocably covenants with the Administrative Agent that it will on the Administrative Agent’s written demand:

(a)pay or discharge the Secured Obligations in accordance with the terms governing the Secured Obligations; and

(b)pay or discharge on demand to the Administrative Agent all costs, charges, expenses and other sums (banking, legal or otherwise) on a full indemnity basis howsoever incurred or to be incurred by the Administrative Agent or by or through any Receiver or Delegate (including, without limitation, the remuneration of any of them) for any of the purposes referred to in this Deed or in relation to the enforcement of this Security.

2.2The Secured Obligations shall immediately become due and payable on demand by the Administrative Agent (as and when the Administrative Agent becomes entitled to make such a demand under the Credit Agreement).

2.3The making of one demand shall not preclude the Administrative Agent from making any further demands.

3.INTEREST

The Chargor shall pay interest at the Default Rate (as well after as before judgment) on any amount for the time being due from the Chargor to the Administrative Agent under this Deed from the date of a demand for payment under this Deed until payment in full.  Interest payable under this clause shall be compounded with rests on such days as the Administrative Agent shall from time to time decide but without prejudice to the right of the Administrative Agent to require payment of such interest when due.

4.PAYMENTS

4.1All payments by the Chargor under this Deed shall be made to the Administrative Agent on behalf of the Secured Parties to its account at such office or such bank as it may notify to the Chargor for this purpose.

4.2Payments under this Deed to the Administrative Agent shall be made for value on the due date at such times and in such funds specified by the Administrative Agent as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.

4.3If a payment under this Deed is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

4.4The Chargor shall pay all monies due under this Deed free and clear and without deduction for or on account of either any set-off or counterclaim or any and all present or future taxes, levies, imposts, charges, fees, deductions or withholdings.  If any sums payable under this

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Deed shall be or become subject to any such deduction or withholding, the amount of such payments shall be increased so that the net amount received by the Administrative Agent shall equal the amount which, but for such deduction or withholding, would have been received by the Administrative Agent under this Deed.

5.LIMITATIONS

This Deed does not render any liability a Secured Obligation to the extent that doing so would result in this Deed constituting unlawful financial assistance within the meaning of Section 60 of the Companies Act 1963 or any equivalent and applicable provisions under the laws of any Relevant Jurisdiction.

6.CURRENCY CONVERSIONS

6.1The liability of the Chargor under this Deed shall be to pay the Administrative Agent the full amount of the Secured Obligations in each currency in which they are for the time being denominated provided that if and to the extent that the Chargor shall not pay such amount in such currency the Administrative Agent may accept payment of all or part of such amount in any other currency and/or require the Chargor, in substitution for its liability to pay such amount in such currency, to pay an amount in euro which is equivalent to the amount of such currency remaining unpaid (and in either case the provisions of clause6.3 shall apply).

6.2For the purpose of, or pending the discharge of, any of the Secured Obligations, the Administrative Agent may convert any monies received, recovered or realised by the Administrative Agent or any Receiver under this Deed (including the proceeds of any previous conversion under this clause6) from their existing currencies of denomination into such other currencies of denomination as the Administrative Agent may think fit (and the provisions of clause6.3 shall apply).  Each reference in this clause6.2 to a currency extends to funds of that currency.

6.3The equivalent on any day in one currency of any amount denominated in another currency shall be an amount in the first currency equal to the amount which the Administrative Agent would have received if the Administrative Agent had on such day (or, if such day shall not be a Business Day, on the next succeeding Business Day) made a purchase of the first currency with such amount of such other currency at the then prevailing spot rate of exchange of the Administrative Agent less all costs, charges and expenses incurred by the Administrative Agent or on its behalf in connection with such a purchase.

7.CREATION OF SECURITY

7.1The Chargor as legal and beneficial owner and registered owner or as the person entitled to be registered as owner as the case may be, hereby CHARGES by way of first fixed charge unto the Administrative Agent, free from all liens, charges and other encumbrances (other than Permitted Encumbrances), the Mortgaged Property with the payment, performance and discharge of the Secured Obligations.

7.2The Chargor, as beneficial owner, mortgages, free from all liens, charges and other encumbrances (other than Permitted Encumbrances):

(a)the Shares that are registered in the name of the Chargor and all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments owned by it; and

(b)all the Shares and all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments that are subject to declarations of trust and nominee agreements in favour of the Chargor and any rights attaching and any dividend or

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interest paid or payable in relation to them and any rights, monies or property accruing or offered at any time in relation to them (whether by way of redemption, substitution, exchange, bonus, under option rights or otherwise) and all its interest in all declarations of trust and nominee agreements in relation to those Shares and those other shares, stocks, debentures, bonds, warrants, coupons or other securities and investments.

7.3The Chargor, as beneficial owner, assigns absolutely, free from all liens, charges and other encumbrances (other than Permitted Encumbrances):

(a)all its Plant and Machinery; and

(b)all its interest in any plant, machinery, computers, office equipment and vehicles in its possession to the extent of that interest,

subject to a proviso for reassignment on redemption.

7.4The Chargor, as beneficial owner, charges by way of a first fixed charge all of its rights in respect of any amount standing to the credit of any Security Account (if any) and the debt represented by that account.

7.5The Chargor, as beneficial owner, charges by way of a first fixed charge:

(a)all of its book and other debts; and

(b)all other monies due and owing to it.

7.6(a)The Chargor, as beneficial owner, assigns absolutely to the Administrative Agent, for the benefit of the Secured Parties, free from all liens, charges and other encumbrances (other than Permitted Encumbrances), subject to a proviso for reassignment on redemption, all its Insurances.

(b)The assignment in paragraph (a) of this clause 7.6 excludes all amounts received or receivable under or in connection with any third party liability Insurance and which is required to settle a liability of the Chargor to a third party.

7.7(a)The Chargor, as beneficial owner, assigns absolutely, subject to a proviso for re-assignment on redemption, all of its rights in respect of its Relevant Contracts.

(b)To the extent that they do not fall within paragraph (a) of this clause 7.7 or are not effectively assigned under paragraph (a) of this clause 7.7, the Chargor charges by way of a first fixed charge all of its rights under each agreement and document to which it is a party including, for the avoidance of doubt:

(i)any letter of credit issued in its favour; and

(ii)any bill of exchange or other negotiable instrument held by it.

7.8(a)The Chargor, as beneficial owner, assigns absolutely, subject to a proviso for reassignment on redemption, all of its Intellectual Property.

(b)To the extent that any right described in paragraph (a) of this clause 7.8 cannot be assigned, the Chargor licences the same to the Administrative Agent absolutely for the full period and extent of such rights and it hereby undertakes to hold such rights and the entire benefit of such rights upon trust for the Administrative Agent absolutely.

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(c)The Chargor covenants that at the request of the Administrative Agent it will at all times hereafter do all such acts and execute all such documents as may be necessary or desirable to secure the vesting in the Administrative Agent of all rights assigned or licensed to it under this clause 7.8.

7.9The Chargor, as beneficial owner, charges by way of a first fixed charge, free from all liens, charges and other encumbrances (other than Permitted Encumbrances):

(a)its goodwill;

(b)the benefit of any Authorisation (statutory or otherwise) held in connection with its business or the use of any Security Asset; and

(c)its uncalled capital and its called but unpaid capital.

7.10The Chargor as beneficial owner, charges by way of first fixed charge, free from all liens, charges and other encumbrances (other than Permitted Encumbrances) the following covenants, agreements and rights:-

(a)any covenant agreement or undertaking in relation to the construction and maintenance of roads, pavements and utilities for services abutting and serving the Mortgaged Property or charges, levies or such like in respect of the same or the taking in charge thereof by the local authority and any indemnity in respect of the matters aforesaid;

(b)any right, benefit or agreement made between it and the local authority pursuant to which it has been or may be granted rights of access or rights of way in relation to Mortgaged Property;

(c)any covenant, agreement, guarantee or indemnity in respect of the construction and maintenance of the buildings now erected or in the course of erection or hereafter to be erected on the Mortgaged Property the benefit of which is vested in it; and

(d)all of its rights to be paid or receive compensation under any statute by reason of any compulsory acquisition or other exercise of compulsory powers in relation to the Mortgaged Property or any refusal, grant subject to conditions, withdrawal or modification of planning permission or approval relative thereto or any control or limitation imposed upon or affecting the use of the Mortgaged Property and so that the production of these presents to the person liable to pay such compensation shall be sufficient authority to it or him to pay such moneys to the Administrative Agent.

7.11To the extent that any Security Asset is not effectively mortgaged or assigned under this Deed, the Chargor charges as beneficial owner by way of first fixed charge that Security Asset.

7.12(a)The Chargor, as beneficial owner, charges by way of a first floating charge, free from all liens, charges and other encumbrances (other than Permitted Encumbrances), its undertaking and all of its assets both present and future whatsoever and wheresoever which are at any time and from time to time not otherwise effectively mortgaged, assigned or charged by way of fixed charge under this Deed.

(b)The Administrative Agent may by notice in writing to the Chargor convert the floating charge created by the Chargor under this Deed into a fixed charge as regards any of the Chargor’s assets specified in that notice, if:

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(i)an Event of Default has occurred and is continuing;

(ii)the Administrative Agent considers those assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal process or to be otherwise in jeopardy;

(iii)the Chargor fails to comply, or takes or threatens to take any action which, in the opinion of the Administrative Agent, will result in it failing to comply, with its obligations under clause 9 (Restrictions on Dealing) in respect of those assets;

(iv)an event occurs which the Administrative Agent considers could affect the priority of this Security;

(except that, unless and until the Administrative Agent has notified the Chargor that an Event of Default has occurred and is continuing (during the continuance of which the Chargor shall not sell, convey, lease, lend or otherwise dispose of any Collateral), the Chargor shall be permitted to sell, convey, transfer, lease, lend, or otherwise dispose of its assets in accordance with the Credit Agreement.)

(c)The floating charge created under this Deed will (in addition to the circumstances in which the same will occur under general law) automatically convert into a fixed charge over all of the Chargor’s assets, if:

(i)an examiner is appointed or a petition is presented to appoint an examiner to the Chargor or a Related Company of the Chargor or where the protection of the court is sought by the Chargor or a Related Company of the Chargor;

(ii)a resolution is passed or an order is made for the insolvency or re-organisation of the Chargor (other than a solvent re-organisation permitted by the terms of the Credit Agreement);

(iii)a petition is presented for the compulsory winding up of the Chargor;

(iv)a meeting is convened for the passing of a resolution for the voluntary winding up of the Chargor;

(v)the Chargor ceases to carry on its business or be a going concern without the prior written consent of the Administrative Agent;

(vi)any person levies or attempts to levy any distress, execution or other process against any Security Asset;

(vii)any other event occurs resulting in the conversion into a fixed charge of any other floating charge given by the Chargor to any person including any Secured Party; or

(viii)the Chargor resolves to take or takes any step to:

(A)create a Security Interest over any of its Floating Charge Assets;

(B)create a trust over any of its Floating Charge Assets; or

(C)dispose of any of its Floating Charge Assets,

except by way of a sale in the ordinary course of the Chargor’s business or as otherwise permitted by the Credit Agreement.

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(d)The giving by the Administrative Agent of a notice under paragraph (b) above in relation to any asset of the Chargor will not be construed as a waiver or abandonment of the Administrative Agent’s rights to give any other notice in respect of any other asset or of any other right of any Secured Party under this Deed or any other Loan Document.

(e)Any asset acquired by the Chargor after the crystallisation of the floating charge created under this Deed which, but for such crystallisation, would be subject to a floating charge shall (unless the Administrative Agent confirms in writing to the contrary) be charged by way of first fixed charge.

(f)Notwithstanding anything to the contrary contained herein, the Security Assets shall not include any asset or property if (i) the Administrative Agent determines, after consultation with the Borrower, that the granting of a security interest therein would (x) violate the law of the jurisdiction in which such Security Asset is located or the law of the jurisdiction where the Person owning such asset or property is organised, (y) violate the terms of any material contract binding on the Chargor, Intermediate Holdings, the Borrower or any Subsidiary (but only to the extent that the restrictions in all such contracts, taken as a whole, do not materially limit the Collateral that would otherwise be pledged pursuant to the Collateral and Guarantee Requirement and Section 5.13(c) of the Credit Agreement to secure the Obligations) or (z) result in a material tax consequence to the Chargor or (ii) if the Administrative Agent shall determine that the cost to the Chargor, Intermediate Holdings, the Borrower or any Subsidiary of granting and perfecting such security interest would be excessive in view of the related benefits to be received by the Lenders therefrom provided that any Collateral excluded hereunder shall be specified in Schedule 6, as modified by the Administrative Agent from time to time.

8.REPRESENTATIONS

The Chargor makes the representations and warranties set out in this clause 8 to the Administrative Agent for the benefit of the Secured Parties.

8.1It is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation.

8.2It has the power to enter into, exercise its rights and perform and comply with its obligations under this Deed.

8.3All Authorisations required or desirable:

(a)to enable it to enter into, exercise its rights and perform and comply with its obligations under this Deed; and

(b)to ensure that those obligations are valid and legally binding and enforceable subject to the Legal Reservations,

have been obtained or effected and are in full force and effect except any Authorisation referred to in clause8.7, which Authorisation will be promptly obtained or effected after the date of this Deed and in any event prior to the time by which such Authorisation is required to be obtained or effected.

8.4Its obligations under this Deed rank and will rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

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8.5Its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Deed do not conflict with, or exceed any charging or other power or restriction granted or imposed by:

(a)any law or regulation applicable to it (including Section 60 of the Companies Act 1963 and Section 31 of the Companies Act 1990); or

(b)its constitutional documents.

8.6Its obligations under this Deed are valid and legally binding and enforceable subject to the Legal Reservations.

8.7It is not necessary that this Deed be filed, recorded or enrolled with any court or other authority in Ireland or any of its Relevant Jurisdictions or that any stamp, registration or similar Tax be paid on or in relation to this Deed except registration of particulars of this Deed at the Companies Registration Office in Ireland under Section 99 of the Companies Act 1963 and payment of associated fees, which registration, will be made and paid promptly after the date of this Deed and in any event prior to the time required to be made and paid if this Deed is to remain valid or if interest or penalties are to be avoided with respect to the registration, filing, Taxes or fees.

8.8Its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Deed do not and will not:

(a)conflict with any agreement to which it is a party or which is binding on it or any of its assets; or

(b)result in the existence of, or oblige it to create any Security Interest over those assets (other than the Security Interests created hereunder).

8.9None of its assets are affected by any Security Interest except as permitted by the Credit Agreement and it is not a party to, nor are any of its assets bound by, any order or agreement under which it is, or in certain events may be, required to create, assume or permit to arise any Security Interest except as permitted by the Credit Agreement, nor is any guarantee, indemnity or other contingent liability held by or owing to a third party from or by it.

8.10It has good title to all Security Assets material to its business which it has charged pursuant to this Deed except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilise such Security Assets for their intended purposes and subject to Permitted Encumbrances.

8.11All amounts payable by it under this Deed may be made free and clear of and without deduction for or on account of any tax.

8.12It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in relation to this Deed.

8.13It is not unable or deemed to be unable to pay its debts within the meaning of Section 214 of the Companies Act 1963 or Section 2(3) of the Companies (Amendment) Act 1990 or any analogous legislation at the time of entering into this Deed and remains able to pay its debts and did not become unable to pay its debts as a consequence of entering into this Deed.

8.14No meeting of the directors or members of the Company has been convened for the purposes of considering any resolution for its winding-up or liquidation or for putting the Company into examination or insolvency or with a view to a composition, assignment or arrangement with its creditors generally (or any class of its creditors) nor so far as the Company is aware

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has any meeting been convened for the purposes of considering any event similar or analogous to the foregoing.

8.15Its centre of main interest (as that term is used in Article 3(1) of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”)) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

8.16This Deed creates the Security Interests it purports to create (subject to the Legal Reservations) and is not liable to be avoided or otherwise set aside on its insolvency or otherwise.

8.17Subject to clause 8.19 it is the sole legal and beneficial owner of its Security Assets.

8.18(a)The information supplied to the solicitors who prepared any Certificate of Title relating to any of its Mortgaged Property for the purpose of that Certificate of Title was true in all material respects at the date it was expressed to be given.

(b)The information referred to in paragraph (a) above was at the date it was expressed to be given complete and did not omit any information which, if disclosed, would make that information untrue or misleading in any material respect or would cause any Certificate of Title relating to any of its Mortgaged Property to be qualified in any way.

(c)As at the date of this Deed, nothing has occurred since the date any information referred to in paragraph (a) above was given which, if disclosed, would make that information untrue or misleading in any material respect.

8.19Except as disclosed in any Certificate of Title relating to any of its Mortgaged Property:

(a)it is the sole legal and beneficial owner of its Mortgaged Property;

(b)no breach of any law, regulation or covenant is outstanding which affects or would be reasonably likely to affect the value, saleability or use of its Mortgaged Property;

(c)there are no covenants, agreements, stipulations, exceptions, reservations, conditions, interest, rights or other matters whatsoever affecting its Mortgaged Property which conflict with its present use or adversely affect the value, saleability or use of any of such Mortgaged Property;

(d)nothing has arisen or has been created or is subsisting which is a burden affecting any of its Mortgaged Property;

(e)all facilities (including access) necessary for the enjoyment and use of its Mortgaged Property (including those necessary for the carrying on of its business) are enjoyed by its Mortgaged Property and none of those facilities are on terms entitling any person to terminate or curtail its use or on terms which conflict with or restrict its use;

(f)it has received no notice of any adverse claims by any person in respect of its Mortgaged Property or any interest in it; and

(g)its Mortgaged Property is held by it free from any Security Interest (except for those created by or under this Deed) or any lease or licence which would be reasonably likely to  affect its value, saleability or use.

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8.20The Chargor is:

(a)performing all the terms on its part contained in any lease, agreement for lease, licence or other agreement which gives the Chargor a right to occupy or use property comprised in its Mortgaged Property;

(b)not doing or allowing to be done any act as a result of which any lease under which it holds any Mortgaged Property may become liable to forfeiture or otherwise be terminated; and

(c)duly and punctually complying with all covenants and stipulations affecting its Mortgaged Property or the facilities (including access) necessary for the enjoyment and use of its Mortgaged Property.

8.21(a)The Chargor makes the representations and warranties set out in this clause 8 on the date of this Deed.

(b)The representations and warranties in this clause 8 shall continue and are deemed to be made by the Chargor on the occurrence of each credit event referred to in Section 4.02 of the Credit Agreement except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be correct and complied with in all material respects as of such earlier date).

(c)Each representation and warranty deemed to be made after the date of this Deed shall be deemed to be made by reference to the facts and circumstances existing at the date the representation and warranty is deemed to be made.

8.22The Intellectual Property which is material to its business is free of any Security Interests (except for those created by or under this Deed and Permitted Encumbrances) and any other right or interests (including any licenses) in favour of third parties.

9.RESTRICTIONS ON DEALINGS

9.1The Chargor shall not, during the Security Period, without the prior written consent or agreement of the Administrative Agent (such consent or agreement not to be unreasonably withheld):

(a)create or permit to subsist any Security Interest (other than Permitted Encumbrances) over any of its assets;

(b)enter into any arrangement under which money or the benefit of a bank account or other account may be applied, set-off or made subject to a combination of accounts; or

(c)either in a single transaction or in a series of transactions (whether related or not) and whether voluntarily or involuntarily dispose of any asset other than any disposal of its Floating Charge Assets in the ordinary course of its business,

except (in each case) as permitted pursuant to the provisions of the Credit Agreement.

9.2The Chargor shall at all times conduct and carry on its business in a proper and efficient manner and not make any substantial alteration in the nature of or mode of conduct of that business and keep, or cause to be kept, proper books of account relating to such business.

9.3The Chargor shall not do or cause or permit to be done anything which may in any way jeopardise or otherwise prejudice this Security.

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9.4All rights of the Chargor in relation to all credit balances to which the Chargor is entitled on any account at any office of any bank or other financial institution, including the Administrative Agent, shall not be capable of assignment by the Chargor, except as permitted under the Credit Agreement or with the prior consent required by Credit Agreement.

9.5Except as otherwise permitted under any Loan Documents or with the prior consent required by the Credit Agreement, the Chargor shall not transfer, factor, discount, sell, release, compound, subordinate, defer, or vary the terms of any book or other debts or monetary claims for the time being due, owing or payable to the Chargor, nor otherwise deal with the same except by getting in the same in the usual course of trading or the Chargor’s ordinary course of business.

10.REAL PROPERTY

10.1Except where failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Chargor shall:

(a)obtain all Environmental Permits required by law;

(b)comply in all respects with any Environmental Permit or Environmental Law applicable to it;

(c)use reasonably commercial efforts to procure that any occupier of any Mortgaged Property complies with any Environmental Permit or Environmental Law applicable to it;

(d)ensure that no Secured Party incurs any liability by reason of any breach by it of any Environmental Law or Environmental Permit; and

(e)promptly upon becoming aware, notify the Administrative Agent of any pending or, to its knowledge, threatened Environmental Claim.

10.2The Chargor shall, within 14 days after the receipt by it of any application, requirement, order or notice served or given by any public or other authority with respect to its Mortgaged Property (or any part of it) which would or would be reasonably likely to have a Material Adverse Effect on the business, operations, assets generally or condition (financial or otherwise) of the Chargor:

(a)deliver a copy to the Administrative Agent; and

(b)inform the Administrative Agent of the steps taken or proposed to be taken to comply with the relevant application, requirement, order or notice.

10.3Except where failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Chargor:

(a)shall perform all the terms on its part contained in any lease, agreement for lease, license or other agreement which gives it a right to occupy or use property comprised in its Mortgaged Property;

(b)shall not do or allow to be done any act as a result of which any lease under which it holds any Mortgaged Property may become liable to forfeiture or otherwise terminated; and

(c)shall duly and punctually comply with all covenants and stipulations affecting Mortgaged Property or the facilities (including access) necessary for the enjoyment

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and use of its Mortgaged Property and indemnifies each Secured Party in respect of any breach of those covenants and stipulations.

10.4The Chargor assents to the registration as burdens on the folio of any Mortgaged Property now owned by it or acquired by it after the date of this Deed that is registered land of which it is the registered owner or the person entitled to be registered owner:

(a)of the fixed or specific charge hereby created on the said registered land;

(b)on crystallisation of the floating charge, of such crystallised charge; and

(c)of the power of any Receiver appointed hereunder to charge the said registered land.

The address of the Administrative Agent in the State for service of notices and its description is JP Morgan House, International Financial Services Centre, Floor 01, Dublin 1, Financial Institution.

10.5The Chargor shall upon the execution of this Deed, and promptly upon the acquisition by it of any interest in any other freehold, leasehold or other immovable property deliver (or procure delivery) to the Administrative Agent and the Administrative Agent shall be entitled to hold and retain, all deeds, certificates and other documents of title relating to its Mortgaged Property.

10.6Except as may be permitted by the Credit Agreement, the Chargor shall not:

(a)either (i) demolish or (ii) materially alter or injure, the Mortgaged Property in any manner that lessens the value of the Mortgaged Property, unless it replaces them with others of substantially equal or greater value;

(b)make any alteration to, or change in the use of, the Mortgaged Property that will materially diminish the utility thereof for the operation of the business;

(c)sever or remove any Fixture or Plant and Machinery (other than stock in trade or work in progress) on or in the Mortgaged Property (except for the purpose of any necessary repairs or replacement of it); or

(d)carry out any development (within the meaning of the Planning Acts) on the Mortgaged Property,

without the prior written consent of the Administrative Agent.

10.7The Chargor shall comply with:

(a)all applicable requirements of all law, legislation, regulations and bye-laws relating to the Mortgaged Property;

(b)any conditions attaching to any planning permissions relating to or affecting the Mortgaged Property; and

(c)any notices or other orders made by any planning, environmental or other public body in respect of all or any part of the Mortgaged Property,

except, in each case, where failure to comply could not reasonably be expected to cause a Material Adverse Effect on the Mortgaged Property.

10.8The Chargor shall grant the Administrative Agent or its legal advisors at reasonable times and intervals during normal business hours upon reasonable advance notice all facilities

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within the power of the Chargor to enable the Administrative Agent or its legal advisors (at the expense of the Chargor) to:

(a)carry out investigations of title to the Mortgaged Property; and

(b)make such enquiries in relation to any part of the Mortgaged Property as a prudent mortgagee might carry out.

10.9The Chargor shall, as soon as practicable after a request by the Administrative Agent, supply the Administrative Agent with a Certificate of Title from its solicitors in respect of its Mortgaged Property concerning those items which may properly be sought to be covered by a prudent mortgagee in a solicitor’s certificate of this nature.

10.10If the Chargor fails to perform any covenant or stipulation or any term of this Deed affecting its Mortgaged Property, the Chargor shall allow the Administrative Agent or its agents and/or contractors:

(a)to enter any part of its Mortgaged Property to carry out an inspection of it;

(b)to comply with or object to any notice served on it in respect of its Mortgaged Property; and

(c)to take any action as the Administrative Agent may consider necessary or desirable to prevent or remedy any breach of any such covenant, stipulation or term or to comply with or object to any such notice.

The Chargor shall within three Business Days of demand by the Administrative Agent pay the costs and expenses of the Administrative Agent or its agents and contractors incurred in connection with any action taken by it under this clause, and pending payment, that payment will constitute part of the Secured Obligations.

10.11The Chargor shall, at its own cost and expense, take any and all action necessary to defend title to the Mortgaged Property against all Persons and to defend the security of the Administrative Agent in the Mortgaged Property and the priority thereof against any lien, charge or other encumbrance (other than any Permitted Encumbrance) and that is prior to the security interest of the Administrative Agent).

10.12The obligations imposed and/or undertaken by the Chargor pursuant to Clause 10 shall not apply to the extent that the Credit Agreement provides otherwise.

11.INVESTMENTS

11.1Subject to clause 7.12(f), upon the execution of this Deed and upon the acquisition of any Investment, the Chargor:

(a)shall promptly deposit with the Administrative Agent, or as the Administrative Agent may direct, any bearer instrument, share certificate or other document of title or evidence of ownership in relation to that Investment; and

(b)shall promptly take any action and execute and deliver to the Administrative Agent any share transfer or other document which may be requested by the Administrative Agent in order to enable any transferee elected by the Secured Parties to be registered as the owner or otherwise obtain a legal title to that Investment; including:

(i)delivering executed share transfers in favour of the Administrative Agent or any of its nominees as transferee or, if the Administrative Agent so directs,

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with the transferee and consideration left blank, executed dividend mandates in the form set out in Part 1 of Schedule 5 (Shares), executed letters of authority in the form set out in Part 2 of Schedule 5 (Shares) and executed letters of resignation together with letters of authority (to date the letters of resignation) from all directors of the relevant issuer of shares in the form set out in Parts 3 and 4 of Schedule 5 (Shares); and

(ii)on the written request of the Administrative Agent procuring that those share transfers are registered by the company in which the Investments are held and that share certificates in the name of the transferee are delivered to the Administrative Agent.

11.2Save as otherwise permitted under the Credit Agreement, the Chargor may not exercise any right or power, or allow the exercise of any right or power on its behalf, with respect to the Shares if the result thereof could, in the reasonable judgment of the Administrative Agent, materially impair the Collateral, or could materially and adversely affect the rights inuring to a holder of the Shares or the rights and remedies of any of the Secured Parties under this Deed or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

11.3The Chargor may not amend any declaration of trust and/or nominee agreement entered into in relation to any Investments in a manner which would be adverse to the interest of any Secured Party.

11.4With effect from the Enforcement Date, the Chargor, in relation to any declaration and/or any nominee agreement, agrees:

(a)to act on the instructions of the Administrative Agent; and

(b)if directed to do so by the Administrative Agent, to direct each trustee and/or nominee to act on the instructions of the Administrative Agent.

11.5(a)The Chargor shall pay all calls and other payments due and payable in respect of any of its Investments.

(b)If the Chargor fails to do so, the Administrative Agent may pay those calls or other payments on behalf of the Chargor.  The Chargor shall on demand by the Administrative Agent reimburse the Administrative Agent for any payment made by the Administrative Agent under this clause 11.5(b) and, pending reimbursement, that payment will constitute part of the Secured Obligations.

11.6(a)If the Chargor fails to comply with all requests for information which is within its knowledge and which it is required to comply with by law or under the constitutional documents relating to any of its Investments, the Administrative Agent may elect to provide any information which it may have on behalf of the Chargor (at the Chargor’s expense).

(b)The Chargor shall promptly supply a copy to the Administrative Agent of any information referred to in paragraph (i) above.

11.7Subject to clause 7.12(f), immediately on conversion of any Investments from a certificated to an uncertificated form, and on the acquisition of any Investments in an uncertificated form, it shall give such instructions or directions and take such other steps and enter into such documentation as the Administrative Agent may require in order to protect or preserve the Security Interest intended to be created by this Deed.

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11.8No Secured Party will be required to:

(a)perform or fulfil any obligation of the Chargor;

(b)make any payment;

(c)make any enquiry as to the nature or sufficiency of any payment received by it or the Chargor; or

(d)present or file any claim or take any other action to collect or enforce the payment of any amount,

in respect of any Investment.

11.9(a)Until the Enforcement Date has occurred or the Administrative Agent has notified the Chargor that it does not intend (for the time being) to exercise its rights under clause 11.9(d):

(i)the Chargor may continue to exercise the voting rights, powers and other rights in respect of its Investments;

(ii)if the relevant Investments have been registered in the name of the Administrative Agent or its nominee, the Administrative Agent (or that nominee) shall exercise the voting rights, powers and other rights in respect of the Investments in any manner which the Chargor may direct in writing,

if doing so does not materially impair the Investments or materially and adversely affect the rights and remedies of any of the Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(b)Until the Enforcement Date has occurred, all dividends or other income or distributions paid or payable in relation to any Investments shall be paid to the Chargor.

(c)With effect from the Enforcement Date, the Chargor shall hold any dividend or other income or distribution paid or payable in relation to any Investments on trust for the Administrative Agent.

(d)On or after the Enforcement Date, the Administrative Agent or its nominee may exercise or refrain from exercising:

(i)any voting rights; and

(ii)any other powers or rights which may be exercised by the legal or beneficial owner of any Investment, any person who is the holder of any Investment or otherwise,

in each case, in the name of the Chargor, the registered holder or otherwise and without any further consent or authority on the part of the Chargor and irrespective of any direction given by the Chargor.

(e)To the extent that the Investments remain registered in the name of the Chargor, the Chargor irrevocably appoints the Administrative Agent or its nominee as the corporate representative of the Chargor to exercise all voting rights in respect of those Investments at any time after this Security has become enforceable.

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11.10The Chargor shall ensure that the articles of association or other constitutional documents of each Irish incorporated issuer of Investments over which the Chargor is creating a Security Interest under this Deed where the Chargor holds no less than 75 per cent. of the issued share capital of that issuer which contain any restriction on transfers of those Investments or any pre-emptive rights in respect of those Investments shall disapply such restriction or rights (in a manner acceptable to the Administrative Agent) in relation to any transfer of those Investments to any person upon the enforcement of the Security.

11.11The Chargor shall, if requested by the Administrative Agent, procure that the directors of the issuer of Investments shall not refuse to register a duly stamped transfer of any share presented to its board of directors for registration pursuant to the power of sale under this Deed.

12.INTELLECTUAL PROPERTY

12.1Save as otherwise permitted under the Credit Agreement, the Chargor shall:

(a)maintain in full force and effect all registered Intellectual Property currently registered by it that is material to the conduct of the Chargor’s business;

(b)in accordance with the requirements of Section 4.13(e) of the U.S. Security Agreement, notify the Administrative Agent of the acquisition of any Intellectual Property and, if requested to do so by the Administrative Agent for the purpose of perfecting this Security, make entries in any public register of its Intellectual Property which is material to its business which either record the existence of this Deed or the restrictions on disposal imposed by this Deed; and

(c)take such steps as are appropriate under the circumstances (including, if consistent with the Chargor’s reasonable good business judgment, the institution of legal proceedings) to prevent third parties infringing Intellectual Property material to the conduct of its business.

13.SECURITY ACCOUNTS

13.1(a)Save as otherwise permitted under the Credit Agreement, the Chargor shall get in and realise its:

(i)securities to the extent held by way of temporary investment;

(ii)dividends and other income and distributions payable to it in relation to any Investment;

(iii)book and other debts and other monies owed to it; and

(iv)royalties, fees and income of any nature owed to it,

in the ordinary course of its business and, after the Enforcement Date, hold the proceeds of the getting in and realisation (until payment into a Security Account but subject always to clause 7 (Creation of Security)) on trust for the Administrative Agent.

(b)Save as otherwise permitted under the Credit Agreement, the Chargor shall pay promptly all the proceeds of the getting in and realisation referred to in clause 13.1(a) into a Security Account.

(c)The Administrative Agent agrees that until (i) the Enforcement Date has occurred or (ii) it notifies the Chargor that this agreement no longer applies (which notification

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may be given only if an Event of Default has occurred), all trading receipts can be paid into an account of the Chargor which is not a Security Account.

13.2(a)Prior to the Enforcement Date, the Chargor shall be entitled to withdraw or otherwise transfer any credit balance from time to time on any Security Account.

(b)The Administrative Agent (or a Receiver) may (subject to the payment of any claims having priority to this Security and subject to the Credit Agreement and the Intercreditor Agreement) in the case of any Security Account on or following the Enforcement Date, withdraw amounts outstanding to the credit of such account, and apply those amounts in or towards the payment or other satisfaction of all or part of the Secured Obligations of the Chargor.

13.3(a)The Chargor shall, if required by the Administrative Agent, with respect to each of its bank accounts:

(i)Upon the execution of this Deed or (if later) the date on which the Chargor opens a bank account with a bank which has not previously been served with a notice applicable to such new account by the Chargor under this clause 13.3, give notice to such bank substantially in the form of Part 1 of Schedule 1 (Forms of Letter for Security Accounts); and

(ii)Use commercially reasonable efforts to procure that each such bank acknowledges that notice substantially in the form of Part 2 of Schedule 1 (Forms of Letter for Security Accounts).

13.4The execution of this Deed by the Chargor and the Administrative Agent shall constitute notice to the Administrative Agent of the charge created over any bank account opened or maintained with the Administrative Agent.

14.RELEVANT CONTRACTS

14.1(a)The Chargor shall:

(i)duly and promptly perform its obligations and diligently pursue its rights under each Relevant Contract to which it is a party, except for (i) any violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) any failures to diligently pursue its rights that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and

(ii)promptly upon request of the Administrative Agent supply the Administrative Agent and any Receiver with copies of each of its Relevant Contracts and any information and documentation relating to any of its Relevant Contracts requested by the Administrative Agent or any Receiver.

(b)Unless the Enforcement Date has occurred, the Chargor may exercise its discretion and shall be entitled to receive all proceeds arising under each Relevant Contract, in each case subject always to the other terms of this Deed and the terms of the Credit Agreement.

14.2With effect from the Enforcement Date, the Administrative Agent may exercise (without any further consent or authority on the part of the Chargor and irrespective of any direction given by the Chargor) any of the Chargor’s rights under its Relevant Contracts.

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14.3The Chargor shall:

(a)(i)in the case of each Relevant Contract subsisting at the date of this Deed immediately upon execution of this Deed; and

(ii)in the case of each Relevant Contract coming into existence or being designated as such after the date of this Deed, on the later of that agreement coming into existence or being designated a Relevant Contract,

serve a notice of assignment, substantially in the form of Part 1 of Schedule 4 (Forms of Letter for Relevant Contracts), on each of the other parties to each of its Relevant Contracts; and

(b)use its reasonable endeavours to procure that each of those other parties acknowledges that notice, substantially in the form of Part 2 of Schedule 4 (Forms of Letter for Relevant Contracts).

15.INSURANCES

15.1(a)The Chargor shall maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business, in accordance with Section 5.07 of the Credit Agreement.

(b)The Chargor shall procure that there will be given to the Administrative Agent such information in connection with its Insurances and copies of the insurance policies as the Administrative Agent may reasonably require.

(c)If the Chargor fails to comply with any of the provisions of clauses (a) or (b), the Administrative Agent shall immediately be entitled (but not obliged) to effect or renew the insurances concerned on such terms, in such name(s) and in such amount(s) as it considers appropriate, and all monies expended by the Administrative Agent in so doing shall be reimbursed by the Chargor to the Administrative Agent within three Business Days of demand.

(d)After this Security has become enforceable:

(i)the Administrative Agent may exercise (without any further consent or authority on the part of the Chargor and irrespective of any direction given by the Chargor) any of the rights of the Chargor in connection with any amounts payable to it under any of its Insurances;

(ii)the Chargor shall take such steps (at its own cost) as the Administrative Agent may require to enforce those rights; this includes initiating and pursuing legal or arbitration proceedings in the name of the Chargor; and

(iii)the Chargor shall hold any payment received by it under any of its Insurances on trust for the Administrative Agent.

(e)Before this Security has become enforceable the Chargor may exercise all of its rights under each Insurance as contemplated in the form of notice of assignment set out in Part 1 of Schedule 3 (Forms of Letter for Insurances).

15.2The Chargor shall, if required by the Administrative Agent:

(a)(i)in the case of each of its Insurances subsisting at the date of this Deed, upon execution of this Deed; and

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(ii)in the case of each of its Insurances coming into existence after the date of this Deed, on those Insurances being put on risk,

give notice of this Deed to each of the other parties to the relevant Insurances by sending a notice substantially in the form of Part 1 of Schedule 3 (Forms of Letter for Insurances); and

(b)use its commercially reasonable endeavours to procure that each such other party delivers a letter of undertaking to the Administrative Agent in the form of Part 2 of Schedule 3 (Forms of Letter for Insurances).

15.3All monies expended by the Administrative Agent when exercising its rights under Section 110 of the Act shall be reimbursed by the Chargor to the Administrative Agent on demand and shall form part of the Secured Obligations for the purpose of this Deed.

16.GENERAL COVENANTS

16.1The Chargor shall from time to time on request of the Administrative Agent, furnish the Administrative Agent with such information as the Administrative Agent may reasonably require about its business and affairs, the Security Assets and its compliance with the terms of this Deed and the Chargor shall permit the Administrative Agent, its representatives, professional advisers and contractors, free access at all reasonable times and on reasonable notice to:

(a)inspect and take copies and extracts from its books, accounts and records; and

(b)to view the Security Assets (without becoming liable as mortgagee in possession).

16.2The Chargor shall ensure that all Tax liabilities which if unpaid would or might with the service of any notice or otherwise have priority over this Security or require payment by the Administrative Agent be paid and discharged when the same must be paid.

16.3The Chargor shall promptly inform the Administrative Agent of the issue of any notice to any person under Section 1002 of the Taxes Consolidation Act 1997 in respect of amounts owing to the Chargor.

16.4The Chargor shall give five Business Days’ prior written notice to the Administrative Agent of its intention and promptly notify the Administrative Agent of any intention on the part of any person of which it becomes aware, to present a petition or analogous proceeding or actions for the appointment of an examiner, liquidator or similar officer to, or over the whole or any part of its assets or those of a Related Company of the Chargor.

16.5Without prejudice to clauses 10.10 and 15.1(c) in the case of breach of any covenant, undertaking or agreement on the part of the Chargor contained in this Deed, the Secured Parties may (but shall not be obliged to) do whatever may be necessary to make good such breach and all monies expended by the Secured Parties in so doing shall be paid by the Chargor within three Business Days of demand and pending payment, that payment will constitute part of the Secured Obligations.

17.WHEN SECURITY BECOMES ENFORCEABLE

17.1At any time on or after the Enforcement Date, this Security will become immediately enforceable and the Secured Obligations will be deemed to have become due and payable and the statutory power of sale will become exercisable.

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17.2At any time on or after the Enforcement Date, the Administrative Agent may in its absolute discretion enforce all or any part of this Security in any manner it sees fit and the power of sale and other powers conferred on mortgagees by the Act shall apply to this Deed in each case as varied or amended by this Deed.  Section 99 of the Act shall not apply to this Deed and neither the Administrative Agent nor any Receiver shall be obliged to take any steps to sell or lease the Security Assets or any part thereof after going into possession of same and the Administrative Agent and any Receiver shall have absolute discretion as to the time of exercise of the power of sale and the power of leasing and all other powers conferred on them by the Act or otherwise.

18.ENFORCEMENT OF SECURITY

18.1(a)The power of sale and any other power conferred on a mortgagee by law as varied or extended by this Deed will be immediately exercisable on or after the Enforcement Date.  Any restriction imposed by law (including under the Act) on the power of sale does not apply to this Deed.

(b)For the purposes of all powers implied by law, the Secured Obligations are deemed to have become due and payable on the date of this Deed but such power shall not be exercised by the Administrative Agent until the Enforcement Date.

(c)At any time on or after the Enforcement Date the power of sale and all other powers conferred on mortgagees by law (including by the Act) shall be exercisable immediately without any requirement:

(i)for the occurrence of any of the events specified in Section 100(1) of the Act; or

(ii)to give any notice to the Chargor specified in Section 100(1) of the Act; or

(iii)to obtain the consent of the Chargor or a court order authorising the exercise of the power of sale under Sections 100(2) or 100(3) of the Act; or

(iv)to give any notice to the Chargor under Section 103(2) of the Act.

Section 94, 100 and 101 of the Act shall not apply to this Deed.

(d)Any restriction imposed by law on the right of a mortgagee to consolidate mortgages does not apply to this Security.

18.2At any time on or after the Enforcement Date and without any requirement to obtain the consent of the Chargor or an order for possession under Sections 97 or 98 of the Act, the Administrative Agent may without further notice or demand enter into possession of the Security Assets or any part thereof.  The Administrative Agent shall not be obliged to obtain the consent of the Chargor or an order for possession under Sections 97 or 98 of the Act in order to enter into possession of the Security Assets or any part thereof.  The rights of the Administrative Agent under this clause are without prejudice to and in addition to any right of possession (express or implied) to which it is at any time otherwise entitled (whether by virtue of this Deed, operation of law, contract or otherwise).  For the avoidance of doubt, Sections 97 and 98 of the Act shall not apply to this Deed.

18.3The statutory powers of leasing conferred on the Administrative Agent and any Receiver are extended so as to authorise the Administrative Agent and any Receiver to lease, make arrangements for leases, accept surrenders of leases and make agreements to accept surrenders of leases as it or he may think fit and without any requirement to comply with any restrictions imposed by law (including any provision of Section 112 to 114 of the Act). 

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Without prejudice to the generality of the foregoing the Administrative Agent and any Receiver may exercise the statutory power to accept surrenders of leases conferred by the Act for any purpose that it or he thinks fit and not merely for the purpose of granting new leases under Section 112 of the Act and any new lease granted by the Administrative Agent or any Receiver following the acceptance of  a surrender need not comply with the requirements of Section 114(3) of the Act.

18.4Neither the Administrative Agent nor any Receiver will be liable, by reason of entering into possession of a Security Asset:

(a)to account as mortgagee in possession or for any loss on realisation or in connection with the Security Assets; or

(b)for any default or omission for which a mortgagee in possession might be liable.

18.5Each Receiver and the Administrative Agent is entitled to all the rights, powers, privileges and immunities conferred by law (including the Act) on mortgagees and receivers duly appointed under any law (including the Act), but so that the power of sale and other powers by any law (including the Act) shall be as varied and modified by this Deed.

18.6No person (including a purchaser) dealing with the Administrative Agent or a Receiver or its or his agents will be concerned to enquire:

(a)whether any Secured Obligations have become payable;

(b)whether any power which the Administrative Agent or a Receiver is purporting to exercise has become exercisable or is being properly exercised;

(c)whether any Secured Obligations or other money remains due under the Loan Documents;

(d)how any money paid to the Administrative Agent or to that Receiver is to be applied; or

(e)as to the status, propriety or validity of the acts of the Administrative Agent or Receiver.

18.7Subject to Clause 18.8, all the protections for purchasers contained in Sections 105, 106 and 108(5) of the Act shall apply to any person purchasing from, or dealing with the Administrative Agent or any Receiver, delegate or sub-delegate in like manner as if the statutory powers of sale and of appointing a Receiver in relation to the Security Assets had not been varied or extended by this Deed.

18.8No purchaser from the Administrative Agent, any Receiver, delegate or sub-delegate shall be entitled to rely on Section 105(2) which is disapplied by this Deed.

18.9The receipt by the Administrative Agent or any Receiver shall be an absolute and a conclusive discharge to a purchaser and shall relieve him of any obligation to see to the application of any monies paid to or by the direction of the Administrative Agent or any Receiver.

18.10(a)At any time on or after the Enforcement Date, the Administrative Agent may:

(i)redeem any prior Security Interest against any Security Asset; and/or

(ii)procure the transfer of that Security Interest to itself; and/or

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(iii)settle and pass the accounts of the prior mortgagee, chargee or encumbrancer and any accounts so settled and passed will be, in the absence of manifest error, conclusive and binding on the Chargor.

(b)The Chargor shall pay to the Administrative Agent, immediately on demand, the costs and expenses incurred by the Administrative Agent in connection with any such redemption and/or transfer, including the payment of any principal or interest.

19.RECEIVER

19.1(a)The Administrative Agent may appoint any one or more persons to be a Receiver of all or any part of the Security Assets if:

(i)this Security has become enforceable; or

(ii)the Chargor so requests the Administrative Agent in writing at any time.

(b)Any appointment under Clause 19.1(a) above may be made regardless of whether any of the events specified in paragraph (a) to (c) of Section 108(1) of the Act have occurred, and whether or not the Administrative Agent has entered into or takes possession of any of the Security Assets or any part thereof.

(c)Any appointment under paragraph (a) above may be by deed, under seal or in writing under hand of any employee or agent of the Administrative Agent.

19.2The Administrative Agent may by writing under hand of any employee or agent of the Administrative Agent remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

19.3The Administrative Agent may fix the remuneration of any Receiver appointed by it and any maximum rate imposed by any law (including under Section 108(7) of the Act) will not apply.

19.4(a)A Receiver will be deemed to be the agent of the Chargor for all purposes.  The Chargor is solely responsible for the remuneration, contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver (but without prejudice to the Chargor’s remedies against the Receiver in respect of the Receiver’s gross negligence or wilful default).

(b)Neither the Administrative Agent nor any other Secured Party will incur any liability (either to the Chargor or to any other person) by reason of the appointment of a Receiver or for the actions or inactions of any Receiver appointed in accordance with this Deed.

19.5The foregoing powers of appointment shall be in addition to and not be to the prejudice of all statutory and other powers of the Administrative Agent (or any Receiver appointed by it) under the Act and to the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may be exercised by the Administrative Agent in relation to any Security Asset without first appointing a Receiver or notwithstanding the appointment of a Receiver.

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20.POWERS OF RECEIVER

20.1(a)Any Receiver appointed hereunder shall have all the rights, powers and discretions set out in this Deed in addition to those conferred on him by any law including, without limitation, the Act.

(b)If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all the powers conferred on a Receiver under this Deed individually.

20.2A Receiver shall have the power to:

(a)take immediate possession of, get in and collect any Security Asset or any part of it in respect of which he is appointed and to make such demands and take such proceedings as may seem expedient for that purpose, and to take possession of the Security Assets over which he is appointed with like rights;

(b)carry on, manage, develop, reconstruct, amalgamate or diversify or concur in carrying on, managing, developing, reconstructing, amalgamating or diversifying any business of the Chargor in any manner he thinks fit;

(c)(i)appoint and discharge managers, officers, agents, professional advisers, consultants, servants, workmen employees and others for the purposes of this Deed upon such terms as to remuneration or otherwise as he thinks fit; and

(ii)remove any person appointed by the Chargor;

(d)raise and borrow money or incur any other liability, either unsecured or on the security of any Security Asset either in priority to this Security or otherwise and generally on any terms and for whatever purpose he thinks fit;

(e)grant rights, options or easements over, dispose of, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms he thinks fit.  The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period he thinks fit.  Fixtures and/or Plant and Machinery may be severed and sold separately from the property containing them without the consent of the Chargor;

(f)let, hire, lease, licence or grant any interest in any Security Asset for any term and at any rent (with or without a premium) he thinks fit and shall have the power to vary the terms, surrender or accept a surrender of any lease or tenancy of any Security Asset on any terms which he thinks fit (including the payment of money to a lessee or tenant on a surrender);

(g)(or require the directors of the Chargor to) make calls conditionally or unconditionally upon the shareholders of the Chargor in respect of any uncalled capital of the Chargor and enforce payment of any call so made by action (in the name of the Chargor or the Receiver as he may think fit) or otherwise;

(h)sell and/or assign all or any of the book debts in respect of which he is appointed in such manner, and generally on such terms and conditions, as he thinks fit;

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(i)exercise in respect of any Security Asset all voting or other powers or rights in such manner as he thinks fit;

(j)purchase or acquire any land or any interest in or right over land;

(k)exercise on behalf of the Chargor, and without the consent of or notice to the Chargor, all the powers conferred on a landlord or a tenant by any legislation from time to time in force in any relevant jurisdiction relating to rents or agriculture in respect of any part of the Mortgaged Property;

(l)exercise on behalf of the Chargor and in the name of the Chargor all powers and rights of the Chargor relevant to and necessary to effect the registration in the Land Registry of the fixed or specific charge created on the registered land, of the crystallisation of the floating charge and/or the appointment of a Receiver under this Deed;

(m)settle, adjust, refer to arbitration, allow time for payment, compromise and arrange any claim, contract, account, dispute, question or demand with or by any person who is or claims to be a creditor of the Chargor or relating in any way to any Security Asset;

(n)bring, prosecute, enforce, defend and abandon any action, suit or proceedings both in his own name and in the name of the Chargor in relation to any Security Asset which he thinks fit;

(o)give a valid receipt for any monies and execute any assurance or thing which may be proper or desirable for realising any Security Asset;

(p)form a Subsidiary of the Chargor, arrange for such Subsidiary to trade or cease to trade as he sees fit, in his capacity as shareholder and transfer to that Subsidiary any Security Asset and sell or otherwise dispose of any such Subsidiary;

(q)delegate his powers;

(r)appoint managers, officers, servants, workmen and agents for the purpose of exercising his powers as set out herein at such salaries, for such periods and on such terms as he may determine;

(s)enter into, abandon, perform, repudiate, rescind, vary or cancel any contracts as he may think expedient;

(t)lend money or advance credit to any customer of the Chargor;

(u)make substitutions of, or improvements to, the Plant and Machinery as he may think expedient;

(v)if he thinks fit, but without prejudice to the indemnity in clause 22 (Expenses and Indemnities), effect with any insurer any policy of insurance either in lieu or satisfaction of, or in addition to, the insurances required to be maintained under this Deed or the Credit Agreement and Section 110 of the Act shall be modified accordingly;

(w)make such election for VAT purposes as he thinks fit;

(x)run the tax affairs of the Chargor in any manner he thinks fit;

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(y)conduct and complete all investigations, studies, sampling and testing and all remedial, removal and other actions, whether required under Environmental Law or by the Administrative Agent or otherwise and comply with all lawful orders and directives of all authorities regarding Environmental Laws;

(z)take all steps necessary to effect all registrations, renewals, applications and notifications as he thinks fit to maintain in force or protect any Intellectual Property;

(aa)redeem any prior Security Interest and to settle and pass the accounts to which that Security Interest relates.  Any accounts so settled and passed shall be conclusive and binding on the Chargor, and the moneys so paid shall be deemed to be an expense properly incurred by him;

(bb)(i)effect any repair or insurance and do any other act which the Chargor might do in the ordinary conduct of its business to protect or improve any Security Asset;

(ii)commence and/or complete any building operation;

(iii)arrange for or provide all services which may be deemed proper for the efficient use or management of the Security Assets; and

(iv)apply for and maintain any planning permission, building regulation approval or any other authorisation,

in each case as he thinks fit; and

(cc)(i)do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or by law;

(ii)exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and

(iii)use the name of the Chargor when exercising any of the rights, powers or discretions conferred on the Receiver under or by virtue of this Deed or by law.

20.3Any exercise of any of the rights, powers and discretions by the Receiver in this clause 20 may be on behalf of the Chargor, the directors of the Chargor (in the case of clause 20.2(g)) or himself.

20.4The Administrative Agent and each Receiver is entitled to all the rights, powers, privileges and immunities conferred by the Act on mortgagees and Receivers save as varied and modified by this Deed.

21.APPLICATION OF PROCEEDS

21.1Unless otherwise determined by the Administrative Agent, any monies received by the Administrative Agent or a Receiver after this Security has become enforceable shall be applied by the Administrative Agent in the following order of priority:

(a)in or towards the payment for all costs and expenses incurred by the Administrative Agent or any Secured Party or any Receiver under or in connection with this Deed and of all remuneration due to a Receiver under or in connection with this Deed;

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(b)in payment to the Administrative Agent for application toward the balance of the Secured Obligations;

(c)in payment of any surplus to the Chargor or other person entitled to it.

21.2This clause is subject to the payment of any claims having priority over this Security and to the terms of the Intercreditor Agreement.

21.3Section 106(3), Section 107 and Section 109 of the Act shall not apply to the application of any monies received or realised under the powers conferred by this Deed.

22.EXPENSES AND INDEMNITY

22.1The Chargor shall promptly on demand pay the Administrative Agent the amount of all reasonable costs and expenses (including legal fees) incurred by any of the Secured Parties in connection with the negotiation, preparation, printing and execution of this Deed.

22.2If the Chargor requests an amendment, waiver or consent the Chargor shall, within three Business Days of demand, reimburse the Administrative Agent for the amount of all reasonable costs and expenses (including legal fees) incurred by the Administrative Agent and by any Receiver or Delegate in responding to, evaluating, negotiating or complying with that request.

22.3The Chargor shall, within three Business Days of demand, pay to the Administrative Agent the amount of all costs and expenses (including legal fees) incurred by it or any Receiver or Delegate in connection with the enforcement of, or the preservation of any rights under, this Deed and any proceedings instituted by or against the Administrative Agent as a consequence of taking or holding this Security or enforcing these rights including, in each case, arising from any actual or alleged breach by any person of any law or regulation, whether relating to the environment or otherwise.

22.4The Chargor shall:

(a)keep each of the Administrative Agent, the other Secured Parties, any Receiver or any Delegate indemnified against any failure or delay in paying the costs and expenses specified in clauses 22.1 to 22.3; and

(b)keep indemnified each and every Secured Party, any Receiver or any Delegate for all losses or charges incurred (including, without limitation, under any indemnity given by such Secured Party (or on its behalf) to any Receiver or Delegate or to any other person) in connection with the actual or alleged failure by the Chargor to comply with this Deed, the preservation of any rights under this Deed or the enforcement of any Security.

22.5Each Party acknowledges that the Administrative Agent takes the benefit of the indemnity in clause 22.4 for itself and as trustee for each other Secured Party, each Receiver and each Delegate.

23.DELEGATION

23.1The Administrative Agent or any Receiver may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it under this Deed.

23.2Any such delegation may be made upon any terms (including power to sub-delegate) which the Administrative Agent or any Receiver may think fit.

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23.3Neither the Administrative Agent nor any Receiver will be in any way liable or responsible to the Chargor for any loss or liability arising from any act, default, omission or misconduct on the part of any Delegate or sub-delegate.

24.POWER OF ATTORNEY

24.1The Chargor, by way of security, irrevocably appoints the Administrative Agent, each Receiver and each of their respective Delegates and sub-delegates and each of them jointly and also severally to be the attorney of the Chargor (with full powers of substitution and delegation), in its name or otherwise and on its behalf and as its act and deed to:

(a)sign, seal, execute, deliver and perfect and do all deeds, instruments, acts and things which the Chargor may or ought to do under the covenants and provisions in this Deed (or which the Administrative Agent or any Receiver appointed under this Deed shall consider requisite) at any time for carrying out any obligation imposed on the Chargor by or pursuant to Clause 25 or at any time that an Event of Default under the Credit Agreement has occurred and is continuing for carrying out any obligation imposed on the Chargor by or pursuant to this Deed (including but not limited to the obligations of the Chargor under Clause 25);

(b)generally in its name and on its behalf to exercise all or any of the powers, authorities and discretions conferred by or pursuant to this Deed or by any statute, or common law on the Administrative Agent or any Receiver or which may be required or which the Administrative Agent or any Receiver shall deem fit for carrying any sale, lease, charge, mortgage or dealing by the Administrative Agent or any Receiver into effect or for giving to the Administrative Agent or any Receiver the full benefit of these presents; and

(c)generally to use its name in the exercise of all or any of the powers, authorities or discretions conferred on the Administrative Agent or any Receiver

(provided that the acts set out in (a), (b) and (c) above shall not be performed unless an Event of Default under the Credit Agreement has occurred and is continuing.).

24.2The Chargor ratifies and confirms and agrees to ratify and confirm whatsoever any such attorney referred to in clause 24.1 shall do or purport to do by virtue of this clause 24 and all monies expended by any such attorney shall be deemed to be expenses incurred by the Administrative Agent under this Deed.

25.FURTHER ASSURANCES

The Chargor shall, at its own expense, take whatever action the Administrative Agent or a Receiver may require for:

(a)creating, perfecting, maintaining or protecting security intended to be created by or pursuant to this Deed or over any asset of the Chargor referred to in this Deed;

(b)after this Security has become enforceable, facilitating the realisation of any Security Asset;

(c)facilitating the exercise of any right, power or discretion exercisable by the Administrative Agent or any Receiver or any of their respective Delegates or sub-delegates in respect of any Security Asset; or

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(d)creating and perfecting security in favour of the Administrative Agent (equivalent to the security intended to be created by this Deed) over any assets of the Chargor located in any jurisdiction outside Ireland.

This includes:

(e)the re-execution of this Deed;

(f)the execution of any legal mortgage, charge, transfer, conveyance, assignment or assurance of any property, whether to the Administrative Agent or to its nominee; and

(g)the giving of any notice, order or direction and the making of any filing or registration,

provided that in no event shall the Chargor be required to enter into any document that is prepared under and governed by the laws of any jurisdiction other than the Collateral Jurisdictions or to take any action to perfect the Security except as necessary under the laws of Ireland in order to perfect this Security.

26.PRESERVATION OF SECURITY

26.1This Security is a continuing security and will extend to the ultimate balance of the Secured Obligations, regardless of any intermediate payment or discharge in whole or in part.

26.2If any payment by the Chargor or any discharge, release or settlement given by a Secured Party (whether in respect of the obligations of the Chargor or any security for those obligations or otherwise) is avoided, adjusted or reduced as a result of insolvency:

(a)the liability of the Chargor will continue as if the payment, discharge, release, settlement, avoidance, adjustment or reduction had not occurred;

(b)the Administrative Agent for the benefit of each Secured Party shall be entitled to recover the value or amount of that security or payment from the Chargor, as if the payment, discharge, release, settlement, avoidance, adjustment or reduction had not occurred; and

(c)the Administrative Agent shall be entitled to enforce this Deed subsequently as if such payment, discharge, release, settlement, avoidance, adjustment or reduction had not occurred and any such payment had not been made.

26.3The obligations of the Chargor under this Deed will not be affected by any act, omission, matter or thing which, but for this clause 26.3, would reduce, release or prejudice any of its obligations under this Deed or prejudice or diminish those obligations in whole or in part, (whether or not known to it or any Secured Party) including:

(a)any time, waiver, consent, indulgence or concession granted to, or composition with, the Chargor, any of the other Loan Parties or any other person; or

(b)the release of the Chargor, any of the other Loan Parties or any other person under the terms of any composition or arrangement with any creditor of the Chargor or other person; or

(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Chargor or other person or any non-presentation or non-observance of any

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formality or other requirement in respect of any instrument or any failure to realise the full value of any security; or

(d)the issuing, confirming, renewing, determining, varying or increasing of any negotiable instrument in any manner whatsoever; or

(e)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status or constitution of the Chargor or any other person; or

(f)any amendment, extension (whether of maturity or otherwise), restatement (in each case, however fundamental and of whatsoever nature) or replacement of any Loan Document or any other document or security or change in the terms of the Secured Obligations including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Loan Document or other document or security; or

(g)any unenforceability, illegality, invalidity or non-provability of the Secured Obligations or any indebtedness or obligation of the Chargor or other person under any Loan Document or any other document or security; or

(h)any insolvency or similar proceedings; or

(i)any merger or amalgamation (howsoever effected) relating to the Chargor or any other person; or

(j)any judgment obtained against the Chargor; or

(k)any act, event or omission which but for this provision would or might operate to impair, discharge or otherwise affect the obligations of the Chargor under this Deed.

26.4Without prejudice to the generality of clause 26.3, the Chargor expressly confirms that it intends that this Deed shall extend from time to time to any variation, increase, extension or addition (howsoever fundamental and of whatsoever nature and whether or not more onerous) of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents including for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

26.5The Chargor waives any right it may have of first requiring the Administrative Agent or any other Secured Party (or any trustee or agent on its behalf) to make demand upon, proceed against or enforce any other right or security or claim payment from any person or make or file any proof or claim in any insolvency proceedings relative to any other person before claiming from the Chargor under this Deed.  This waiver applies irrespective of any law or any provision of a Loan Document to the contrary.

26.6During the Security Period the Administrative Agent may:

(a)refrain from applying or enforcing any other monies, security or rights held or received by the Administrative Agent (or any trustee or agent on its behalf) in respect of the Secured Obligations, or apply and enforce the same in such manner

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and order as it sees fit (whether against the Secured Obligations or otherwise) and the Chargor shall not be entitled to the benefit of the same; and

(b)hold in an interest-bearing suspense account any monies received from the Chargor or on account of the Chargor’s liability under this Deed.

26.7If this Security is enforced at a time when no amount is due under the Loan Documents but at a time when amounts may or will become due, the Administrative Agent (or the Receiver) may pay the proceeds of any recoveries effected by it into such number of interest-bearing suspense accounts as it considers appropriate.

26.8The Administrative Agent shall be entitled to retain this Deed after as well as before payment or discharge of the Secured Obligations for such period as the Administrative Agent may determine.

26.9During the Security Period, unless the Administrative Agent otherwise directs, the Chargor shall not, after a claim has been made or by virtue of any payment or performance by it under this Deed:

(a)be subrogated to any rights, security or monies held, received or receivable by any Secured Party (or any trustee or agent on its behalf);

(b)be entitled to any right of contribution or indemnity in respect of any payment made or monies received on account of the Chargor’s liability under this clause.

The Chargor shall hold in trust for and shall immediately pay or transfer to the Administrative Agent for the Secured Parties or in accordance with any directions given by the Administrative Agent under this clause any payment or distribution or benefit of security received by it contrary to this clause.

26.10This Deed is in addition to and shall not merge with or otherwise prejudice or affect any contractual or other right or remedy or any other guarantee or security for the Secured Obligations or any of them which are now or may hereafter be held by any Secured Party whether from the Chargor or otherwise.

26.11The Chargor shall not, without the prior consent of the Administrative Agent, hold any security from any other party in respect of the Chargor’s liability under this Deed.  The Chargor will hold any security held by it in breach of this provision on trust for the Administrative Agent and shall immediately transfer the same to the Administrative Agent or as the Administrative Agent may direct.

26.12The Chargor waives any present or future right of set-off it may have in respect of its Secured Obligations (including sums payable by the Chargor under this Deed).

26.13None of the Administrative Agent, its nominee(s) or any Receiver or Delegate shall be liable by reason of:

(a)taking any action permitted by this Deed; or

(b)any neglect or default in connection with the Security Assets; or

(c)taking possession of or realising all or any part of the Security Assets.

27.SET-OFF

The Chargor hereby agrees that each Secured Party may at any time without notice and notwithstanding any settlement of account or other matter whatsoever:

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(a)combine or consolidate all or any of the Chargor’s then existing accounts wheresoever located (including accounts in the name of the Secured Parties or of the Chargor jointly with others) whether such accounts are current, deposit, loan or of any other nature whatsoever, whether they are subject to notice or not and whether they are denominated in euro or in any other currency; and/or

(b)after the occurrence of an Event of Default set-off or transfer any sum standing to the credit of any one or more such accounts in or towards the satisfaction of any Secured Obligations of the Chargor, whether such liabilities be present, future, actual or contingent, primary or collateral, several or joint or matured or not.

Where such combination, set-off or transfer requires the conversion of one currency into another, such conversion shall be calculated at the then prevailing spot rate of exchange of the relevant Secured Party (as conclusively determined by that Secured Party) for purchasing the currency required with the other currency.

28.MISCELLANEOUS

28.1(a)If any subsequent charge or other Security Interest (other than a Permitted Encumbrance) or any expropriation, attachment, sequestration, distress or execution (or analogous process) affects any Security Asset, any Secured Party may open a new account with the Chargor.

(b)If a Secured Party does not open a new account, it will nevertheless be deemed to have done so at the time when it received or was deemed to have received notice of that charge or other interest.

(c)As from that time all payments made to that Secured Party will be credited or will be deemed to be credited to the new account and will not operate to reduce any Secured Obligation.

28.2Without prejudice to any right of set-off any Secured Party may have under this Deed, any Loan Document or otherwise, if any time deposit matures on any account the Chargor has with any Secured Party within the Security Period when:

(a)this Security has become enforceable; and

(b)no Secured Obligation is due and payable,

that time deposit will automatically be renewed for any further maturity which that Secured Party in its absolute discretion considers appropriate unless that Secured Party otherwise agrees in writing.

28.3(a)To the extent that the assets mortgaged or charged under this Deed constitute “financial collateral” and this Deed and the obligations of the Chargor under this Deed constitute a “security financial collateral arrangement” (in each case for the purpose of and as defined in the European Communities (Financial Collateral) Regulations 2004 (S.I. No. 1 of 2004) (the “Regulations”)) the Administrative Agent shall have the right after this Security has become enforceable to appropriate all or any part of that financial collateral in or towards the satisfaction of the Secured Obligations.

(b)For the purpose of paragraph (a) above, the parties agree that the value of the financial collateral so appropriated shall be the market value of that financial collateral determined reasonably by the Administrative Agent by reference to a public index or by such other process as the Administrative Agent may select,

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including independent valuation.  The parties further agree that the method of valuation provided for in this Deed shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.

28.4If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired and, if any part of the security intended to be created by or pursuant to this Deed is invalid, unenforceable or ineffective for any reason, that shall not affect or impair any other part of the security.

28.5The obligations of the Chargor under this Deed shall be enforceable notwithstanding:

(a)any reconstruction, reorganisation or change in the constitution of any Secured Party;

(b)the acquisition of all or any part of the undertaking of any Secured Party by any other person; or

(c)any merger or amalgamation (however effected) relating to any Secured Party,

and references to any Secured Party shall be deemed to include any person who, under the laws of its jurisdiction of incorporation, domicile or other relevant applicable law has assumed the rights and obligations of such Secured Party under this Deed or to which under such laws the same have been transferred.

29.LITIGATION

In any litigation relating to this Deed or any security given by the Chargor, the Chargor irrevocably waives the right to interpose any defence based upon any statute of limitations or any claim of laches or set-off or counter-claim of any nature or description.

30.ENTRIES IN ACCOUNTS

In any proceedings arising out of or in connection with this Deed, the entries made in the accounts maintained by the Administrative Agent are prima facie evidence of the matters to which they relate.

31.CERTIFICATES AND DETERMINATIONS

Any certification or determination by the Administrative Agent of a rate or amount under this Deed is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

32.REMEDIES AND WAIVERS

32.1No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

32.2Any waiver or consent by the Administrative Agent under this Deed must be in writing and may be given subject to any conditions thought fit by the Administrative Agent. Any waiver or consent shall only be effective in the specific instance and for the purpose for which it is given. Neither this Deed nor any provision hereof may be waived, amended or modified except pursuant to an agreement in writing between the Administrative Agent and the

40

Chargor and subject to any consent required in accordance with Section 9.02 of the Credit Agreement.

33.ASSIGNMENT

33.1This Deed shall be binding upon and ensure to the benefit of each party hereto and its successors and permitted assigns.

33.2The Chargor may not assign or transfer or enter into any trust arrangement with any third party in respect of any of its rights, benefits and/or obligations under this Deed.

33.3The Administrative Agent may assign or transfer all or any of its rights and/or obligations under this Deed to any person in accordance with the terms of Section 9.04 of the Credit Agreement without the consent of the Chargor.  The Administrative Agent will be entitled to disclose any information concerning the Chargor to any proposed assignee, transferee or successor in title to the extent permitted by the Credit Agreement.

34.VARIATION

34.1This Deed may not be amended or waived except by an instrument in writing signed by a duly authorised officer or representative of the Administrative Agent and the Chargor.

34.2Each of the parties to this Deed agrees that there are no oral understandings between any Secured Party and the Chargor in any way varying, contradicting or amplifying the terms of this Deed.

34.3This Deed supersedes all prior representations, arrangements, understandings and agreements and sets forth the entire, complete and exclusive agreement and understanding between the parties as to the matters provided for in this Deed.

35.RELEASE

35.1This Deed and the security interest created in the Security Assets shall terminate when all the Secured Obligations have been paid or discharged in full in cash and the Lenders have no further commitment to provide the Loans under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Banks have no further obligation to issue Letters of Credit.

35.2Without prejudice to the generality of the foregoing, upon any sale or other transfer by the Chargor of any Security Asset that is permitted under the Credit Agreement to any Person that is not a Guarantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Security Asset pursuant to Section 9.02 of the Credit Agreement, the security interest in such Security Asset shall be automatically released.

35.3Subject to clause 26 (Preservation of Security), at the end of the Security Period, the Administrative Agent shall, at the request and cost of the Chargor, take whatever action is reasonably necessary to release, reconvey or re-assign the Security Assets to the Chargor.

36.NOTICES AND DEMANDS

36.1Any communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, may be made by fax or letter.

36.2The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Deed is:

41

(a)in the case of the Chargor, that identified with its name below;

(b)in the case of the Administrative Agent, that identified with its name below,

or any substitute address, fax number or department or officer as the Chargor may notify to the Administrative Agent (or the Administrative Agent may notify to the Chargor, if a change is made by the Administrative Agent) by not less than five Business Days’ notice.

36.3Any communication or document made or delivered by one person to another under or in connection with this Deed will be effective only:

(a)if by way of fax, when received in legible form during normal business hours; or

(b)if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address.

36.4Any communication or document to be made or delivered to the Administrative Agent will be effective only when actually received by the Administrative Agent and then only if it is expressly marked for the attention of the department or officer identified with the Administrative Agent’s signature below (or any substitute department or officer as the Administrative Agent shall specify for this purpose).

37.COUNTERPARTS

This Deed may be executed in any number of counterparts and all of those counterparts taken together shall be deemed to constitute one and the same instrument.

38.LAW AND JURISDICTION

38.1This Deed shall be governed by and construed in accordance with the laws of Ireland.

38.2The courts of Ireland have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) (a “Dispute”).

38.3The Parties agree that the Courts of Ireland are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

38.4This clause 38 is for the benefit of the Secured Parties only.  As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

THIS DEED has been executed and delivered as a deed on the date stated at the beginning of this Deed.

42

SCHEDULE 1

Forms of Letter for Security Accounts

Part 1 — Notice to Account Bank

To:          [Insert name of Account Bank]

Copy:     [Insert name of Administrative Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Administrative Agent] (the “Debenture”)

This letter constitutes notice to you that under the Debenture [insert name of Chargor] (the “Chargor”) has [assigned/charged (by way of a first fixed charge)] in favour of [insert name of Administrative Agent] as trustee for the Secured Parties referred to in the Debenture (the “Administrative Agent”) as first priority [assignee/chargee] all of its rights in respect of any amount standing to the credit of any account maintained by the Chargor with you and detailed below (the “Security Accounts”) and the debts represented by the Security Accounts.

“Security Accounts” means [detail accounts].

Upon the occurrence of an Event of Default under the Debenture which is continuing and the issuance of a notice to this effect by the Administrative Agent to you (a “Default Notice”) the Chargor irrevocably instructs and authorises you to:

(a)disclose to the Administrative Agent any information relating to any Security Account requested from you by the Administrative Agent;

(b)comply with the terms of any written notice or instruction relating to any Security Account received by you from the Administrative Agent;

(c)hold all sums standing to the credit of any Security Account to the order of the Administrative Agent;

(d)pay or release any sum standing to the credit of any Security Account in accordance with the written instructions of the Administrative Agent; and

(e)pay all sums received by you for the account of the Chargor to the credit of a Security Account.

The Chargor is not permitted to withdraw any amount from any Security Account other than in accordance with clause 13.2(a) of the Debenture which permits the Chargor to withdraw amounts prior to the Enforcement Date.

The Chargor acknowledges that you may comply with the instructions in this letter without any further permission from it and without any enquiry by you as to the justification for or validity of any request, notice or instruction.

The instructions in this letter may not be revoked or amended without the prior written consent of the Administrative Agent.

43

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Please send to the Administrative Agent at [ · ] with a copy to the Chargor the attached acknowledgement confirming your agreement to the above and giving the further undertakings set out in the acknowledgement.

Yours faithfully,

(Authorised signatory)

For [Insert name of Chargor]

44

Part 2 — Acknowledgement of Account Bank

To:          [Insert name of Administrative Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Administrative Agent] (the “Debenture”)

We confirm receipt from [insert name of Chargor] (the “Chargor”) of a notice dated [ · ] of [an assignment / a charge] upon the terms of the Debenture over all the rights of the Chargor to any amount standing to the credit of any of its accounts with us specified in the notice (the “Security Accounts”).

We confirm that we:

(a)           accept the instructions contained in the notice and agree to comply with the notice;

(b)           have not received notice of the interest of any third party in any Security Account;

(c)have neither claimed nor exercised, nor will claim or exercise, any security interest, set-off, counter-claim, lien or other right in respect of any Security Account;

(d)will not permit any amount to be withdrawn from any Security Account; and

(e)will pay all sums received by us for the account of the Chargor to a Security Account.

Nothing contained in any of our arrangements with you shall commit us to providing any facilities or making advances available to the Chargor.

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Yours faithfully,

(Authorised signatory)

For [Insert name of Account Bank]

45

SCHEDULE 2

Forms of Letter for Insurances

Part 1 — Form of Notice of Assignment

(for attachment by way of endorsement to the insurance policies)

To:          [Insert name of Insurer]

Copy:     [Insert name of Administrative Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Administrative Agent] (the “Debenture”)

This letter constitutes notice to you that under the Debenture, [insert name of Chargor] (the “Chargor”) has assigned in favour of [insert name of Administrative Agent] as trustee for the Secured Parties referred to in the Debenture (the “Administrative Agent”) as first priority assignee all amounts payable to it under or in connection with any contract of insurance of whatever nature taken out with you by or on behalf of it or under which it has a right to claim (each an “Insurance”) and all of its rights in connection with those amounts.

A reference in this letter to any amounts excludes all amounts received or receivable under or in connection with any third party liability Insurance and required to settle a liability of the Chargor to a third party.

The Chargor confirms that:

(a)it will remain liable under [the / each] Insurance to perform all the obligations assumed by it under [the / that] Insurance; and

(b)none of the Administrative Agent, its agents, any receiver or any other person will at any time be under any obligation or liability to you under or in respect of [the / any] Insurance.

(c)upon the occurrence of an Event of Default under the Debenture which is continuing and the issuance of a notice to this effect by the Administrative Agent to you (a “Default Notice”) all amounts payable to the Chargor under [the / each] Insurance will be paid to the Administrative Agent at:

Bank:	[ · ]
Account Number:	[ · ]
Account Name:	[ · ]
Sort Code:	[ · ]

or such other account as the Administrative Agent may specify from time to time; and

(d)upon the issuance of a Default Notice any rights of the Chargor in connection with those amounts will be exercisable by, and notices must be given to, the Administrative Agent or as it directs.

Subject to the above, the Chargor will also remain entitled to exercise all of its rights under [the / each] Insurance and you should continue to give notices under [the / each] Insurance to the Chargor, unless and

46

until you receive such a Default Notice from the Administrative Agent to the contrary stating that the Security has become enforceable.

The instructions in this letter may not be revoked or amended without the prior written consent of the Administrative Agent.

Please note on the relevant contracts the Secured Parties’ interest as sole loss payee and the Administrative Agent’s interest as first priority assignee of those amounts and rights and send to the Administrative Agent at [ · ] with a copy to the Chargor the attached acknowledgement confirming your agreement to the above and giving the further undertakings set out in the acknowledgement.

The Chargor acknowledges that you may comply with the instructions in this letter without any further permission from it and without any enquiry by you as to the justification for or validity of any request, notice or instruction.

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Yours faithfully,

[Insert name of Chargor]

47

Part 2 — Form of Letter of Undertaking

To:          [Insert name of Administrative Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Administrative Agent] (the “Debenture”)

We confirm receipt from [insert name of Chargor] (the “Chargor”) of a notice dated [ · ] of an assignment by the Chargor upon the terms of the Debenture of all amounts payable to it under or in connection with any contract of insurance of whatever nature taken out with us by or on behalf of it or under which it has a right to claim (each an “Insurance”) and all of its rights in connection with those amounts.

Terms used in this letter that are not defined in this letter have the same meaning in this letter as in the Debenture.

A reference in this letter to any amounts excludes all amounts received or receivable under or in connection with any third party liability Insurance and required to settle a liability of the Chargor to a third party.

In consideration of your agreeing to the Chargor continuing its insurance arrangements with us we:

1.accept the instructions contained in the notice and agree to comply with the notice;

2.confirm that we have not received notice of the interest of any third party in those amounts and rights;

3.will not agree to any amendment, waiver or release of any provision in [the / each of those] contract[s] without the prior written consent of the Administrative Agent;

4.undertake to note on [the / each of those] contract[s] the interest of the Secured Parties as sole loss payee and the interest of the Administrative Agent as first priority assignee of those amounts and rights;

5.undertake to name on [the / each of those] contract[s] (other than the third party liability Insurances and the employer’s liability Insurances) the Administrative Agent as co-insured for their separate interests [and to note the Administrative Agent as indemnified party under the Indemnity to Principals clause on [all / each of the] third party liability Insurances and employer’s liability Insurances];

6.upon the issuance of a Default Notice, undertake to pay all amounts under [the / each of those] contract[s] to the Administrative Agent at the account specified in the notice or such other account as the Administrative Agent may specify from time to time;

7.undertake to disclose to you without any reference to or further authority from the Chargor any information relating to [the / each of those] contract[s] which you may at any time request;

8.undertake that [the / each of those] contract[s] shall contain (i) a non invalidation clause whereby [the / each of those] contract[s] shall not be vitiated or avoided as against the Administrative Agent in the event or as a result of any fraud, misrepresentation, or neglect or failure to make disclosure on the part of the Chargor, any tenant or other insured party or breach of any warranty or condition of the insurance policy, in any circumstances beyond the control of the Administrative Agent; (ii) a

48

waiver of all rights of subrogation against the Administrative Agent and the Chargor; (iii) terms providing that [the / each of those] contract[s] shall not be invalidated so far as the Administrative Agent is concerned for failure to pay any premium due without the insurer first giving to the Administrative Agent not less than 30 days’ written notice; (iv) terms providing that we shall give the Administrative Agent not less than 30 days’ written notice of any cancellation or non renewal of insurances and in the case of non renewal, subject to payment being made by or on behalf of the Secured Parties of the pro rata amount of the premium for such 30 day notice period.

9.undertake to notify you of any breach by the Chargor of [the / each of those] contract[s] of which it is aware and to allow you or any of the other Secured Parties to remedy any breach of [the / each of those] contract[s]; and

10.confirm that we have neither claimed nor exercised, nor will claim or exercise any set-off, counterclaim or other right in respect of [the / each of those] contract[s].

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Yours faithfully,

for [Insert name of Insurer]

49

SCHEDULE 3

Forms of Letter for Relevant Contracts

Part 1 — Notice to Counterparty

To:          [Insert name of Counterparty]

Copy:     [Insert name of Administrative Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Administrative Agent] (the “Debenture”)

This letter constitutes notice to you that under the Debenture, [insert name of Chargor] (the “Chargor”) has assigned in favour of [insert name of Administrative Agent] as trustee for the Secured Parties referred to in the Debenture (the “Administrative Agent”) as first priority assignee all of its rights in respect of [insert details of Relevant Contract(s)] (the “Relevant Contract[s]”).

The Chargor confirms that:

(a)it will remain liable under [the / each] Relevant Contract to perform all the obligations assumed by it under [the / that] Relevant Contract; and

(b)none of the Administrative Agent, its agents, any receiver or any other person will at any time be under any obligation or liability to you under or in respect of [the / any] Relevant Contract.

The Chargor will also remain entitled to exercise all of its rights under [the / each] Relevant Contract and you should continue to give notice under [the / each] Relevant Contract to the Chargor, unless and until you receive notice from the Administrative Agent stating that the security has become enforceable.  In this event, all of its rights will be exercisable by, and notices must be given to, the Administrative Agent or as it directs.

The instructions in this letter may not be revoked or amended without the prior written consent of the Administrative Agent.

Please send to the Administrative Agent at [ · ] with a copy to ourselves the attached acknowledgement confirming your agreement to the above and giving the further undertakings set out in the acknowledgement.

The Chargor acknowledges that you may comply with the instructions in this letter without any further permission from it and without any enquiry by you as to the justification for or validity of any request, notice or instruction.

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

50

Yours faithfully,

(Authorised signatory)

[Insert name of Chargor]

51

SCHEDULE 4

Shares

Part 1 — Dividend Mandate

To:          The Secretary

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Administrative Agent] (the “Debenture”)

We refer to:

(A)the [ · ] (the “Shares”) in [ · ] (the “Company”), of which [insert name of Chargor] is entitled to be the registered holder pursuant to transfers of those shares executed by the registered holders thereof; and

(B)the Debenture creating security interests over the Shares, a copy of which is attached, to secure the payment of certain monies, and in particular clause7.2 (Creation of Security) of the Debenture.

We hereby request that following the occurrence of an Event of Default which is continuing and the issuance of a notice to this effect by the Administrative Agent to you:

1.you shall forward to the Administrative Agent, until further written notice by the Administrative Agent, all cash dividends that may become from time to time payable on so many of the Shares as are specified in paragraph (A); and

2.you act in accordance with paragraph 1 and the request therein without requiring further evidence of the identity of the Administrative Agent, the number of the Shares in respect of which the Administrative Agent is entitled under the Debenture to receive dividends or any other matter relating to compliance with, or entitlement under, the Debenture.

This request is irrevocable.  Compliance with this request shall be a good discharge to the Company.

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Yours faithfully,

Authorised Signatory

For [Insert name of Chargor]

52

Part 2 — Letter of Authority

To:          [Insert name of Administrative Agent] (the “Administrative Agent”)

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Administrative Agent] in respect of the shares held by [Insert name of Chargor] in [ · ] (the “Debenture”)

We hereby unconditionally and irrevocably authorise the Administrative Agent to date and otherwise complete the share transfer forms in respect of the above mentioned shares deposited by us with the Administrative Agent and its agents pursuant to the Debenture, as and when the Administrative Agent becomes entitled to date and complete the same pursuant to the terms of the Debenture.

Yours faithfully,

Authorised Signatory

For [Insert name of relevant Chargor]

53

Part 3 — Letter of Resignation

To:	The Directors
	[Insert Company name]
	[Insert Company address]

Date:

Dear Sirs,

I hereby resign as a director of the Company with immediate effect [and confirm that I have no right or claim of whatsoever nature against the Company or any of its subsidiaries for loss of office, redundancy, unfair dismissal or breach of contract or on any other grounds whatsoever].

Please make the appropriate amendments to the Register of Directors.

Kindly also confirm that the appropriate forms have been filed in the Companies Registration Office.

This letter or any non-contractual obligation arising out of or in connection with this letter shall be governed by and construed in accordance with the laws of Ireland.

SIGNED and DELIVERED as a DEED

by

in the presence of:

Witness:

Address:

Occupation:

54

Part 4 — Letter of Authority to Date

To:          [Insert name of Administrative Agent] (the “Administrative Agent”)

Date:

Dear Sirs,

[Insert name of Company] (the “Company”)

I hereby unconditionally and irrevocably authorise the Administrative Agent to date the resignation letter in respect of the Company deposited by me with the Administrative Agent pursuant to the debenture dated [ · ] between [Insert name of Chargor] and the Administrative Agent (the “Debenture”), as and when the Administrative Agent becomes entitled to date the same pursuant to the terms of the Debenture.

Signed:
	[Insert name of Director]

55

SCHEDULE 5

Excluded Collateral

56

Signatories (to Debenture)

The Chargor

PRESENT when the Common Seal of

SEAGATE TECHNOLOGY PLC

was affixed hereto:

/s/ Kenneth M. Massaroni
Kenneth M. Massaroni
Director
/s/ Patrick J. O’Malley III
Patrick J. O’Malley III
Director
Address:	C/o Seagate Technology HDD Holdings
	920 Disc Drive
	Scotts Valley
	California 95066
	U.S.A.
Fax:	001-831-439-2353
Attention:	Richard Caloca

In the presence of:

/s/ Saralyn D. Brown

Witness Signature

Name: Saralyn D. Brown

Address: 920 Disc Drive, Scotts Valley, CA 95066

Occupation: Executive Assistant

[Signature Page to Debenture – Seagate Technology plc]

The Administrative Agent
SIGNED by		/s/ Sharon Bazbaz
for and on behalf of
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
in the presence of:			/s/ Anne Marie Pellegrino
			Anne Marie Pellegrino
Address:	JPMorgan Chase Bank, N.A.
	270 Park Avenue
	New York, NY 10017
	U.S.A.
Fax:	001-212-270-5127
Attention:	Ms. Sharon Bazbaz

[Signature Page to Debenture – Seagate Technology plc]

EX-10.21

Exhibit 10.21

DATED 1 MARCH 2010

SEAGATE TECHNOLOGY PLC

AS CHARGOR

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION

AS COLLATERAL AGENT

SECOND PRIORITY DEBENTURE

ARTHUR COX

DUBLIN

CONTENTS

Clause		Page
1	INTERPRETATION	4
2	COVENANT TO PAY	10
3	INTEREST	10
4	PAYMENTS	11
5	LIMITATIONS	11
6	CURRENCY CONVERSIONS	11
7	CREATION OF SECURITY	12
8	REPRESENTATIONS	16
9	RESTRICTIONS ON DEALINGS	19
10	REAL PROPERTY	19
11	INVESTMENTS	22
12	INTELLECTUAL PROPERTY	25
13	SECURITY ACCOUNTS	25
14	RELEVANT CONTRACTS	26
15	INSURANCES	27
16	GENERAL COVENANTS	28
17	WHEN SECURITY BECOMES ENFORCEABLE	29
18	ENFORCEMENT OF SECURITY	29
19	RECEIVER	31
20	POWERS OF RECEIVER	32
21	APPLICATION OF PROCEEDS	35
22	EXPENSES AND INDEMNITY	35
23	DELEGATION	36
24	POWER OF ATTORNEY	36
25	FURTHER ASSURANCES	37
26	PRESERVATION OF SECURITY	37
27	SET-OFF	40
28	MISCELLANEOUS	40
29	LITIGATION	42
30	ENTRIES IN ACCOUNTS	42
31	CERTIFICATES AND DETERMINATIONS	42
32	REMEDIES AND WAIVERS	42
33	ASSIGNMENT	42
34	VARIATION	42
35	RELEASE	43
36	NOTICES AND DEMANDS	43
37	COUNTERPARTS	43
38	LAW AND JURISDICTION	43
39	COLLATERAL AGENT	44
40	INTERCREDITOR AGREEMENT	44
SCHEDULE 1
Forms of Letter for Security Accounts		45
	Part 1 — Notice to Account Bank	45
	Part 2 — Acknowledgement of Account Bank	47
SCHEDULE 2
Forms of Letter for Insurances		48
	Part 1 — Form of Notice of Assignment	48
	Part 2 — Form of Letter of Undertaking	50

2

SCHEDULE 3
Forms of Letter for Relevant Contracts		52
	Part 1 — Notice to Counterparty	52
SCHEDULE 4
Shares		54
	Part 1 — Dividend Mandate	54
	Part 2 — Letter of Authority	55
	Part 3 — Letter of Resignation	56
	Part 4 — Letter of Authority to Date	57
SCHEDULE 5
Excluded Collateral		58

3

THIS DEED is dated 1 March 2010 and made between:

(1)SEAGATE TECHNOLOGY PLC with company registration number 480010 and having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland (the “Chargor”); and

(2)WELLS FARGO BANK, NATIONAL ASSOCIATION having its registered office at 707 Wilshire Boulevard, 17th Floor, Los Angeles, California 90017, U.S.A., in its capacity as collateral agent for the Secured Parties pursuant to the Indenture (the “Collateral Agent”).

RECITALS:

A.Pursuant to the Indenture, Seagate Technology International, as the issuer (the “Issuer”) has issued USD$430,000,000 in aggregate principal amount of 10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”) and under the terms of the Indenture the Chargor is required to guarantee the obligations arising under the Notes and other obligations under the Indenture by way of the Second Supplemental Indenture and to provide security in support of the Secured Obligations, subject only to the prior ranking security created by the First Priority Debenture.

B.Accordingly, as security for the Secured Obligations, the Chargor has agreed to assign and charge by way of security in favour of the Collateral Agent for the benefit of the Secured Parties, inter alia, all of its legal and beneficial interest in the Security Assets, subject only to the prior ranking security created under the First Priority Debenture.

C.Pursuant to the Second Supplemental Indenture, the Chargor is required to execute this Deed in favour of the Collateral Agent for the benefit of the Secured Parties.

D.The Chargor has (after giving due consideration to the terms and conditions of the Indenture and the other Indenture Documents and satisfying itself that it will derive direct and indirect economic and corporate benefit from the arrangements contemplated in the Indenture and the other Indenture Documents and that there are reasonable grounds for believing that the entry into by it of this Deed will benefit it) decided in good faith and for the purposes of its business to enter into this Deed and to create the security expressed to be created by this Deed as a continuing security for the payment and discharge of the Secured Obligations.

E.The Collateral Agent has agreed to enter this Deed as collateral agent for the Secured Parties.

F.The Security granted hereunder in respect of the Security Assets is subject to the terms, conditions and provisions of the Intercreditor Agreement in all respects.

IT IS AGREED AS FOLLOWS:

1.INTERPRETATION

1.1In this Deed (including its Recitals):

“Account Bank” means a bank with which the Chargor holds a Security Account.

“Act” means the Land and Conveyancing Law Reform Act 2009.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in Dublin.

4

“Certificate of Title” means any certificate of title on the Mortgaged Property provided to the Collateral Agent as trustee for the Secured Parties.

“Default Rate” means the rate per annum publicly announced by the Collateral Agent as its prime rate in effect at its principal office on the date of a demand under this Deed.

“Delegate” means any delegate, agent, manager, attorney or co-trustee appointed by the Collateral Agent or any Receiver.

“Enforcement Date” means the date on which an Event of Default has occurred so long as it is continuing.

“Environmental Claim”means any claim, suit or proceeding by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law, regulation or other requirement having legal effect which relates to:

(a)the pollution of, protection of or prevention of harm to the environment; or

(b)hazardous or toxic substances, wastes or pollutants.

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of the Chargor conducted on or from the properties owned or used by the Chargor.

“Event of Default” means the occurrence of an Event of Default as defined in the Indenture and/or the failure by the Chargor to observe or perform any covenant or agreement contained in the Indenture Documents to which it is a party or any default in the payment of any of the Secured Obligations.

“First Priority Debenture” means the first ranking debenture dated 1 March 2010 between the Chargor and JPMorgan Chase Bank, N.A. as administrative agent for the Secured Parties (as defined therein) (as amended, supplemented or otherwise modified from time to time).

“Fixtures” means all fixtures and fittings (including trade fixtures and fittings) and fixed plant and machinery of the Chargor.

“Floating Charge Assets” means any of the Chargor’s assets charged by way of a floating charge under this Deed.

“Indenture” means the Indenture dated 1 May 2009 and made among (1) the Issuer, (2) Seagate Technology, (3) Wells Fargo Bank, National Association as Trustee and (4) the other guarantors party thereto (as amended, supplemented or otherwise modified from time to time).

“Indenture Documents” shall have the meaning given to it in the U.S. Security Agreement.

“Insurances” means any contract of insurance or re-insurance taken out by or on behalf of the Chargor or under which it has a claim.

“Intellectual Property” means any and all its discoveries, inventions, concepts, ideas, patents, trade marks, service marks, registered designs, drawings, utility models, design rights, copyright (including the copyright in software in any code), database rights, trade

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secrets and other confidential information, technical information, technology, know-how, business ideas, methods, techniques, concepts, business or trade names, goodwill and all its other intellectual property and rights of a similar or corresponding nature in any part of the world, whether registered or not, or capable of registration or not, and including all applications and the right to apply for any of the foregoing rights.

“Intercreditor Agreement” means the intercreditor agreement dated 1 May 2009 between, amongst others, JPMorgan Chase Bank, N.A. as administrative agent, the Issuer, the Borrower and the Collateral Agent as supplemented or amended or otherwise modified from time to time.

“Investments” means, for the Chargor:

(a)the Shares of the Chargor;

(b)all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments of the Chargor; and

(c)any declarations of trust and/or nominee agreements in relation to the Shares of the Chargor and in relation to all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments of the Chargor,

and in the case of paragraphs (a) and (b) whether certificated or uncertificated, physical or dematerialised, registered or unregistered, held directly by or to the order of the Chargor or by any trustee, nominee, fiduciary or clearing system on its behalf and all rights against such trustee, nominee, fiduciary or clearing system, held by the Chargor.

“Legal Reservations” means:

(a)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b)the time barring of claims and defences of set-off or counterclaim; and

(c)similar principles, rights and defences under the laws of any Relevant Jurisdiction.

“Mortgaged Property” means all freehold, leasehold and other immovable property in which the Chargor holds or acquires a legal or beneficial interest, both now and in future.

“Party” means a party to this Deed.

“Permitted Encumbrances” means those encumbrances expressly permitted under Section 4.08 and Section 4.20 of the Indenture.

“Planning Acts” means all laws (whether criminal, civil or administrative) including common law, statute, statutory instruments, directives, regulations, bye-laws, orders, codes, judgments and other legal measures having the force of law concerning planning matters including the Planning and Development Acts 2000 to 2006, the Building Control Acts 1990 and 2007, the Local Government (Planning and Development) Acts 1963 to 1999 and any regulations issued pursuant thereto and any extant order or regulation made or confirmed under any of them.

“Plant and Machinery” means all plant, machinery, computers, office equipment or vehicles of the Chargor.

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“Premises” means all buildings and erections included in the Chargor’s Mortgaged Property.

“Receiver” means a receiver or a receiver and manager, in either case, appointed under this Deed.

“Related Company” means a company which is related within the meaning of Section 4(5) of the Companies (Amendment) Act 1990.

“Relevant Contract” means any agreement to which the Chargor is a party and which the Chargor and the Collateral Agent may from time to time designate a Relevant Contract.

“Relevant Jurisdiction” means, in relation to the Chargor:

(a)its jurisdiction of incorporation; and

(b)any jurisdiction where it conducts its business.

“Second Supplemental Indenture” means the agreement dated as of 1 March 2010 among the Issuer, the Chargor and the Collateral Agent whereby the Chargor has agreed to become a guarantor under the Indenture.

“Secured Obligations” has the meaning ascribed to “Obligations” in the U.S. Security Agreement.

“Secured Parties” has the meaning given to it in the U.S. Security Agreement.

“Security” means any Security Interest created, evidenced or conferred by or under this Deed.

“Security Account” means:

(a)any account specified in Part 5 of Schedule 1 (Security Assets); and

(b)any other account which the Chargor and the Collateral Agent may from time to time designate a Security Account.

“Security Assets” means all assets of the Chargor the subject of this Security.

“Security Interest” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Period” means the period commencing on the date of execution of this Deed and terminating on the date when all the Secured Obligations have been paid in full.

“Shares” means all shares the subject of this Security.

“Subsidiary” shall be construed as a subsidiary undertaking within the meaning of Regulation 4 of the European Communities (Companies: Group Accounts) Regulations 1992.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

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“U.S. Security Agreement” means the second lien U.S. security agreement dated 1 May 2009 made among (1) Seagate Technology, (2) the Issuer, (3) the Collateral Agent and (4) each of the other subsidiaries of Seagate Technology listed in Schedule I thereto (as amended, supplemented or otherwise modified from time to time).

“VAT” means value added tax as provided for in the Value Added Tax Act 1972 (“VATA”) and any Tax which may be levied in accordance with Directive 2006/112/EC whether in Ireland or elsewhere and any other tax of a similar nature.

1.2Unless a contrary indication appears, any reference in this Deed to:

(a)the “Chargor”, any “Secured Party”, the “Collateral Agent”, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and in the case of the Collateral Agent, any person for the time being appointed as Collateral Agent in accordance with the Indenture Documents;

(b)an “agreement” includes any agreement, arrangement, instrument, contract or deed (in each case whether oral or written);

(c)an “amendment” includes a supplement, novation or re-enactment and “amended” shall be construed accordingly;

(d)“assets” includes present and future assets, properties, revenues and rights of every description;

(e)“this Deed” means this Debenture;

(f)“dispose” includes part with possession of, grant any interest in, sell, lease, licence, discount, factor, loan, assign, convey, agree to convey, transfer, release, exchange and set-off and “disposal” shall be construed accordingly;

(g)the “U.S. Security Agreement”, the “Indenture”, an “Indenture Document” or any other agreement is a reference to the U.S. Security Agreement, the Indenture, that Indenture Document or other agreement as amended, extended or restated;

(h)a “filing” includes any filing, registration, recording or notice and “filed” shall be construed accordingly;

(i)“including” means including without limitation and “includes” and “included” shall be construed accordingly;

(j)“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(k)“insolvency” includes insolvency, winding-up, dissolution, examinership, the granting of court protection, administration, liquidation, bankruptcy, composition or arrangement and other similar events under the laws of any jurisdiction;

(l)“losses” includes losses, actions, damages, claims, proceedings, costs, demands, expenses (including fees) and liabilities and “loss” shall be construed accordingly;

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(m)a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(n)a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(o)a provision of law or regulation is a reference to that provision as amended; and

(p)a time of day is a reference to Dublin time.

1.3Words in the singular shall include the plural and vice versa.

1.4Clause and Schedule headings are for ease of reference only.

1.5Unless a contrary indication appears, a term used and defined in the Indenture that is not defined in this Deed has the same meaning in this Deed as in the Indenture.

1.6Any covenant, undertaking or agreement of the Chargor under this Deed remains in force during the Security Period.

1.7It is intended that this document takes effect as a deed notwithstanding the fact that the Collateral Agent may only execute this document under hand.

1.8If an amount paid to a Secured Party under this Deed is capable of being avoided or otherwise set aside on the insolvency of the payer or otherwise, then that amount will not be considered to have been irrevocably paid for the purposes of this Deed.

1.9Unless the context otherwise requires, a reference to a Security Asset includes:

(a)any part of that Security Asset;

(b)the proceeds of sale of all or any part of that Security Asset;

(c)any monies and proceeds paid or payable in respect of that Security Asset including all rights to be paid or receive compensation under any statute or enactment by reason of any compulsory acquisition or other exercise of compulsory or similar powers in relation to that Security Asset by any local or other authority or government agency or body or any refusal, withdrawal or modification of any planning permission or approval relative thereto or any control or limitation imposed upon or affecting the use of that Security Asset;

(d)all rights under any licence, agreement for sale or agreement for lease in respect of that Security Asset;

(e)all rights, powers, benefits, claims, contracts, warranties, remedies, Security Interests, guarantees, indemnities, covenants, agreements or undertakings in respect of that Security Asset; and

(f)any present and future assets of that type.

1.10Unless the context otherwise requires, a reference in this Deed to any Mortgaged Property includes:

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(a)all buildings, erections and Fixtures from time to time on that Mortgaged Property owned by the Chargor;

(b)the benefit of any covenant for title given or entered into by any predecessor in title of the Chargor in respect of that Mortgaged Property and any monies paid or payable in respect of that covenant.

1.11(a)All this Security:

(i)is created in favour of the Collateral Agent subject to, and for the beneficiaries specified in, clause 1.11(b); and

(ii)is a continuing security for the payment, discharge and performance of all the Secured Obligations.

(b)The Collateral Agent holds the benefit of this Deed on trust for the Secured Parties.

1.12The fact that no, or incomplete, details of any Security Asset are inserted in the Schedules hereto does not affect the agreement of the Parties to create a mortgage, an assignment or a second fixed charge as applicable over that Security Asset.

1.13An Event of Default is “continuing” if it has not been remedied or waived.

1.14This Deed is a “Security Agreement” under the terms of the Indenture.

2.COVENANT TO PAY

2.1The Chargor (as primary obligor and not merely as surety) unconditionally and irrevocably covenants with the Collateral Agent that it will on the Collateral Agent’s written demand:

(a)pay or discharge the Secured Obligations in the manner provided in the relevant Indenture Documents and

(b)pay or discharge on demand to the Collateral Agent all costs, charges, expenses and other sums (banking, legal or otherwise) on a full indemnity basis howsoever incurred or to be incurred by the Collateral Agent or by or through any Receiver or Delegate (including, without limitation, the remuneration of any of them) for any of the purposes referred to in this Deed or in relation to the enforcement of this Security.

2.2The Secured Obligations shall immediately become due and payable on demand by the Collateral Agent (as and when the Collateral Agent becomes entitled to make such a demand under the Indenture).

2.3The making of one demand shall not preclude the Collateral Agent from making any further demands.

3.INTEREST

The Chargor shall pay interest at the Default Rate (as well after as before judgment) on any amount for the time being due from the Chargor to the Collateral Agent under this Deed from the date of a demand for payment under this Deed until payment in full.  Interest payable under this clause shall be compounded with rests on such days as the Collateral Agent shall from time to time decide but without prejudice to the right of the Collateral Agent to require payment of such interest when due.

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4.PAYMENTS

4.1All payments by the Chargor under this Deed shall be made to the Collateral Agent on behalf of the Secured Parties to its account at such office or such bank as it may notify to the Chargor for this purpose.

4.2Payments under this Deed to the Collateral Agent shall be made for value on the due date at such times and in such funds specified by the Collateral Agent as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.

4.3If a payment under this Deed is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

4.4The Chargor shall pay all monies due under this Deed free and clear and without deduction for or on account of either any set-off or counterclaim or any and all present or future taxes, levies, imposts, charges, fees, deductions or withholdings.  If any sums payable under this Deed shall be or become subject to any such deduction or withholding, the amount of such payments shall be increased so that the net amount received by the Collateral Agent shall equal the amount which, but for such deduction or withholding, would have been received by the Collateral Agent under this Deed.

5.LIMITATIONS

This Deed does not render any liability a Secured Obligation to the extent that doing so would result in this Deed constituting unlawful financial assistance within the meaning of Section 60 of the Companies Act 1963 or any equivalent and applicable provisions under the laws of any Relevant Jurisdiction.

6.CURRENCY CONVERSIONS

6.1The liability of the Chargor under this Deed shall be to pay the Collateral Agent the full amount of the Secured Obligations in each currency in which they are for the time being denominated provided that if and to the extent that the Chargor shall not pay such amount in such currency the Collateral Agent may accept payment of all or part of such amount in any other currency and/or require the Chargor, in substitution for its liability to pay such amount in such currency, to pay an amount in euro which is equivalent to the amount of such currency remaining unpaid (and in either case the provisions of clause6.3 shall apply).

6.2For the purpose of, or pending the discharge of, any of the Secured Obligations, the Collateral Agent may convert any monies received, recovered or realised by the Collateral Agent or any Receiver under this Deed (including the proceeds of any previous conversion under this clause6) from their existing currencies of denomination into such other currencies of denomination as the Collateral Agent may think fit (and the provisions of clause6.3 shall apply).  Each reference in this clause6.2 to a currency extends to funds of that currency.

6.3The equivalent on any day in one currency of any amount denominated in another currency shall be an amount in the first currency equal to the amount which the Collateral Agent would have received if the Collateral Agent had on such day (or, if such day shall not be a Business Day, on the next succeeding Business Day) made a purchase of the first currency with such amount of such other currency at the then prevailing spot rate of exchange of the Collateral Agent less all costs, charges and expenses incurred by the Collateral Agent or on its behalf in connection with such a purchase.

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7.CREATION OF SECURITY

7.1The Chargor as legal and beneficial owner and registered owner or as the person entitled to be registered as owner as the case may be, hereby CHARGES by way of second fixed charge unto the Collateral Agent, free from all liens, charges and other encumbrances (other than Permitted Encumbrances) and subject to the prior ranking security created under the First Priority Debenture, the Mortgaged Property with the payment, performance and discharge of the Secured Obligations.

7.2The Chargor, as beneficial owner, mortgages, free from all liens, charges and other encumbrances (other than Permitted Encumbrances) and subject to the prior ranking security created under the First Priority Debenture:

(a)the Shares that are registered in the name of the Chargor and all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments owned by it; and

(b)all the Shares and all other shares, stocks, debentures, bonds, warrants, coupons and other securities and investments that are subject to declarations of trust and nominee agreements in favour of the Chargor and any rights attaching and any dividend or interest paid or payable in relation to them and any rights, monies or property accruing or offered at any time in relation to them (whether by way of redemption, substitution, exchange, bonus, under option rights or otherwise) and all its interest in all declarations of trust and nominee agreements in relation to those Shares and those other shares, stocks, debentures, bonds, warrants, coupons or other securities and investments.

7.3The Chargor, as beneficial owner, assigns absolutely, free from all liens, charges and other encumbrances (other than Permitted Encumbrances) and subject to the prior ranking security created under the First Priority Debenture:

(a)all its Plant and Machinery; and

(b)all its interest in any plant, machinery, computers, office equipment and vehicles in its possession to the extent of that interest,

subject to a proviso for reassignment on redemption.

7.4The Chargor, as beneficial owner, charges by way of a second fixed charge and subject to the prior ranking security created under the First Priority Debenture all of its rights in respect of any amount standing to the credit of any Security Account (if any) and the debt represented by that account.

7.5The Chargor, as beneficial owner, charges by way of a second fixed charge and subject to the prior ranking security created under the First Priority Debenture:

(a)all of its book and other debts; and

(b)all other monies due and owing to it.

7.6(a)The Chargor, as beneficial owner, assigns absolutely to the Collateral Agent, for the benefit of the Secured Parties, free from all liens, charges and other encumbrances (other than Permitted Encumbrances), subject to the prior ranking security created under the First Priority Debenture and subject to a proviso for reassignment on redemption, all its Insurances.

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(b)The assignment in paragraph (a) of this clause 7.6 excludes all amounts received or receivable under or in connection with any third party liability Insurance and which is required to settle a liability of the Chargor to a third party.

7.7(a)The Chargor, as beneficial owner, assigns absolutely, subject to the prior ranking security created under the First Priority Debenture and subject to a proviso for re-assignment on redemption, all of its rights in respect of its Relevant Contracts.

(b)To the extent that they do not fall within paragraph (a) of this clause 7.7 or are not effectively assigned under paragraph (a) of this clause 7.7, the Chargor charges by way of a first fixed charge all of its rights under each agreement and document to which it is a party including, for the avoidance of doubt:

(i)any letter of credit issued in its favour; and

(ii)any bill of exchange or other negotiable instrument held by it.

7.8(a)The Chargor, as beneficial owner, assigns absolutely, subject to the prior ranking security created under the First Priority Debenture and subject to a proviso for reassignment on redemption, all of its Intellectual Property.

(b)To the extent that any right described in paragraph (a) of this clause 7.8 cannot be assigned, the Chargor licences the same to the Collateral Agent absolutely for the full period and extent of such rights and it hereby undertakes to hold such rights and the entire benefit of such rights upon trust for the Collateral Agent absolutely.

(c)The Chargor covenants that at the request of the Collateral Agent it will at all times hereafter do all such acts and execute all such documents as may be necessary or desirable to secure the vesting in the Collateral Agent of all rights assigned or licensed to it under this clause 7.8.

7.9The Chargor, as beneficial owner, charges by way of a second fixed charge, free from all liens, charges and other encumbrances (other than Permitted Encumbrances) and subject to the prior ranking security created under the First Priority Debenture:

(a)its goodwill;

(b)the benefit of any Authorisation (statutory or otherwise) held in connection with its business or the use of any Security Asset; and

(c)its uncalled capital and its called but unpaid capital.

7.10The Chargor as beneficial owner, charges by way of second fixed charge, free from all liens, charges and other encumbrances (other than Permitted Encumbrances) and subject to the prior ranking security created under the First Priority Debenture, the following covenants, agreements and rights:-

(a)any covenant agreement or undertaking in relation to the construction and maintenance of roads, pavements and utilities for services abutting and serving the Mortgaged Property or charges, levies or such like in respect of the same or the taking in charge thereof by the local authority and any indemnity in respect of the matters aforesaid;

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(b)any right, benefit or agreement made between it and the local authority pursuant to which it has been or may be granted rights of access or rights of way in relation to Mortgaged Property;

(c)any covenant, agreement, guarantee or indemnity in respect of the construction and maintenance of the buildings now erected or in the course of erection or hereafter to be erected on the Mortgaged Property the benefit of which is vested in it; and

(d)all of its rights to be paid or receive compensation under any statute by reason of any compulsory acquisition or other exercise of compulsory powers in relation to the Mortgaged Property or any refusal, grant subject to conditions, withdrawal or modification of planning permission or approval relative thereto or any control or limitation imposed upon or affecting the use of the Mortgaged Property and so that the production of these presents to the person liable to pay such compensation shall be sufficient authority to it or him to pay such moneys to the Collateral Agent.

7.11To the extent that any Security Asset is not effectively mortgaged or assigned under this Deed, the Chargor charges as beneficial owner by way of second fixed charge that Security Asset.

7.12(a)The Chargor, as beneficial owner, charges by way of a second floating charge, free from all liens, charges and other encumbrances (other than Permitted Encumbrances) and subject to the prior ranking security created under the First Priority Debenture, its undertaking and all of its assets both present and future whatsoever and wheresoever which are at any time and from time to time not otherwise effectively mortgaged, assigned or charged by way of fixed charge under this Deed.

(b)The Collateral Agent may by notice in writing to the Chargor convert the floating charge created by the Chargor under this Deed into a fixed charge as regards any of the Chargor’s assets specified in that notice, if:

(i)an Event of Default has occurred and is continuing;

(ii)the Collateral Agent considers those assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal process or to be otherwise in jeopardy;

(iii)the Chargor fails to comply, or takes or threatens to take any action which, in the opinion of the Collateral Agent, will result in it failing to comply, with its obligations under clause 9 (Restrictions on Dealing) in respect of those assets;

(iv)an event occurs which the Collateral Agent considers could affect the priority of this Security;

(except that, unless and until the Collateral Agent has notified the Chargor that an Event of Default has occurred and is continuing (during the continuance of which the Chargor shall not sell, convey, lease, lend or otherwise dispose of any Collateral), the Chargor shall be permitted to sell, convey, transfer, lease, lend, or otherwise dispose of its assets in accordance with the Indenture Documents.)

(c)The floating charge created under this Deed will (in addition to the circumstances in which the same will occur under general law) automatically convert into a fixed charge over all of the Chargor’s assets, if:

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(i)an examiner is appointed or a petition is presented to appoint an examiner to the Chargor or a Related Company of the Chargor or where the protection of the court is sought by the Chargor or a Related Company of the Chargor;

(ii)a resolution is passed or an order is made for the insolvency or re-organisation of the Chargor (other than a solvent re-organisation permitted by the terms of the Indenture Documents);

(iii)a petition is presented for the compulsory winding up of the Chargor;

(iv)a meeting is convened for the passing of a resolution for the voluntary winding up of the Chargor;

(v)the Chargor ceases to carry on its business or be a going concern without the prior written consent of the Collateral Agent;

(vi)any person levies or attempts to levy any distress, execution or other process against any Security Asset;

(vii)any other event occurs resulting in the conversion into a fixed charge of any other floating charge given by the Chargor to any person including any Secured Party; or

(viii)the Chargor resolves to take or takes any step to:

(A)create a Security Interest over any of its Floating Charge Assets;

(B)create a trust over any of its Floating Charge Assets; or

(C)dispose of any of its Floating Charge Assets,

except by way of a sale in the ordinary course of the Chargor’s business or as otherwise permitted by the Indenture Documents.

(d)The giving by the Collateral Agent of a notice under paragraph (b) above in relation to any asset of the Chargor will not be construed as a waiver or abandonment of the Collateral Agent’s rights to give any other notice in respect of any other asset or of any other right of any Secured Party under this Deed or any other Indenture Document.

(e)Any asset acquired by the Chargor after the crystallisation of the floating charge created under this Deed which, but for such crystallisation, would be subject to a floating charge shall (unless the Collateral Agent confirms in writing to the contrary) be charged by way of first fixed charge.

(f)Notwithstanding anything to the contrary contained herein, the Security Assets shall not include any asset or property if (i) the Collateral Agent determines, after consultation with the Issuer, that the granting of a security interest therein would (x) violate the law of the jurisdiction in which such Security Asset is located or the law of the jurisdiction where the Person owning such asset or property is organised, (y) violate the terms of any material contract binding on the Chargor, Seagate Technology, the Issuer or any Subsidiary (but only to the extent that the restrictions in all such contracts, taken as a whole, do not materially limit the collateral that would otherwise be pledged to secure the Secured Obligations or (z) result in a material tax consequence to the Chargor or (ii) if the Collateral Agent shall

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determine that the cost to the Chargor, Seagate Technology, the Issuer or any Subsidiary of granting and perfecting such security interest would be excessive in view of the related benefits to be received by the Collateral Agent therefrom provided that any collateral excluded hereunder shall be specified in Schedule 6, as modified by the Collateral Agent from time to time.

8.REPRESENTATIONS

The Chargor makes the representations and warranties set out in this clause 8 to the Collateral Agent for the benefit of the Secured Parties.

8.1It is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation.

8.2It has the power to enter into, exercise its rights and perform and comply with its obligations under this Deed and the other Indenture Documents to which it is a party.

8.3All Authorisations required or desirable:

(a)to enable it to enter into, exercise its rights and perform and comply with its obligations under this Deed and the other Indenture Documents to which it is a party; and

(b)to ensure that those obligations are valid and legally binding and enforceable subject to the Legal Reservations,

have been obtained or effected and are in full force and effect except any Authorisation referred to in clause8.7, which Authorisation will be promptly obtained or effected after the date of this Deed and in any event prior to the time by which such Authorisation is required to be obtained or effected.

8.4Its obligations under this Deed rank and will rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

8.5Its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Deed and the other Indenture Documents to which it is a party do not conflict with, or exceed any charging or other power or restriction granted or imposed by:

(a)any law or regulation applicable to it (including Section 60 of the Companies Act 1963 and Section 31 of the Companies Act 1990); or

(b)its constitutional documents.

8.6Its obligations under this Deed and the other Indenture Documents to which it is a party are valid and legally binding and enforceable subject to the Legal Reservations.

8.7It is not necessary that this Deed be filed, recorded or enrolled with any court or other authority in Ireland or any of its Relevant Jurisdictions or that any stamp, registration or similar Tax be paid on or in relation to this Deed except registration of particulars of this Deed at the Companies Registration Office in Ireland under Section 99 of the Companies Act 1963 and payment of associated fees, which registration, will be made and paid promptly after the date of this Deed and in any event prior to the time required to be made and paid if this Deed is to remain valid or if interest or penalties are to be avoided with respect to the registration, filing, Taxes or fees.

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8.8Its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Deed and the other Indenture Documents to which it is a party do not and will not:

(a)conflict with any agreement to which it is a party or which is binding on it or any of its assets; or

(b)result in the existence of, or oblige it to create any Security Interest over those assets (other than the Security Interests created hereunder).

8.9None of its assets are affected by any Security Interest except as permitted by the Indenture and it is not a party to, nor are any of its assets bound by, any order or agreement under which it is, or in certain events may be, required to create, assume or permit to arise any Security Interest other than the First Priority Debenture and this Deed, nor is any guarantee, indemnity or other contingent liability held by or owing to a third party from or by it, except as permitted by the Indenture Documents.

8.10It has good title to all Security Assets material to its business which it has charged pursuant to this Deed except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilise such Security Assets for their intended purposes and subject to Permitted Encumbrances.

8.11All amounts payable by it under this Deed may be made free and clear of and without deduction for or on account of any tax.

8.12It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in relation to this Deed.

8.13It is not unable or deemed to be unable to pay its debts within the meaning of Section 214 of the Companies Act 1963 or Section 2(3) of the Companies (Amendment) Act 1990 or any analogous legislation at the time of entering into this Deed and remains able to pay its debts and did not become unable to pay its debts as a consequence of entering into this Deed.

8.14No meeting of the directors or members of the Company has been convened for the purposes of considering any resolution for its winding-up or liquidation or for putting the Company into examination or insolvency or with a view to a composition, assignment or arrangement with its creditors generally (or any class of its creditors) nor so far as the Company is aware has any meeting been convened for the purposes of considering any event similar or analogous to the foregoing.

8.15Its centre of main interest (as that term is used in Article 3(1) of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”)) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

8.16This Deed creates the Security Interests it purports to create (subject to the Legal Reservations) and is not liable to be avoided or otherwise set aside on its insolvency or otherwise.

8.17This Deed is effective to create a valid and enforceable second priority Security Interest over or in respect of the Security Assets in favour of the Collateral Agent ranking in priority to the interests of any liquidator (or similar officer) or creditor of the Chargor but ranking after the interests created by the First Priority Debenture.

8.18Other than as permitted by the Indenture and subject to clause 8.20 it is the sole legal and beneficial owner of its Security Assets.

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8.19(a)The information supplied to the solicitors who prepared any Certificate of Title relating to any of its Mortgaged Property for the purpose of that Certificate of Title was true in all material respects at the date it was expressed to be given.

(b)The information referred to in paragraph (a) above was at the date it was expressed to be given complete and did not omit any information which, if disclosed, would make that information untrue or misleading in any material respect or would cause any Certificate of Title relating to any of its Mortgaged Property to be qualified in any way.

(c)As at the date of this Deed, nothing has occurred since the date any information referred to in paragraph (a) above was given which, if disclosed, would make that information untrue or misleading in any material respect.

8.20Except as disclosed in any Certificate of Title relating to any of its Mortgaged Property:

(a)it is the sole legal and beneficial owner of its Mortgaged Property;

(b)no breach of any law, regulation or covenant is outstanding which affects or would be reasonably likely to affect the value, saleability or use of its Mortgaged Property;

(c)there are no covenants, agreements, stipulations, exceptions, reservations, conditions, interest, rights or other matters whatsoever affecting its Mortgaged Property which conflict with its present use or adversely affect the value, saleability or use of any of such Mortgaged Property;

(d)nothing has arisen or has been created or is subsisting which is a burden affecting any of its Mortgaged Property other than the First Priority Debenture;

(e)all facilities (including access) necessary for the enjoyment and use of its Mortgaged Property (including those necessary for the carrying on of its business) are enjoyed by its Mortgaged Property and none of those facilities are on terms entitling any person to terminate or curtail its use or on terms which conflict with or restrict its use;

(f)it has received no notice of any adverse claims by any person in respect of its Mortgaged Property or any interest in it; and

(g)its Mortgaged Property is held by it free from any Security Interest (except for those created by or under this Deed and the First Priority Debenture) or any lease or licence which would be reasonably likely to  affect its value, saleability or use.

8.21The Chargor is:

(a)performing all the terms on its part contained in any lease, agreement for lease, licence or other agreement which gives the Chargor a right to occupy or use property comprised in its Mortgaged Property;

(b)not doing or allowing to be done any act as a result of which any lease under which it holds any Mortgaged Property may become liable to forfeiture or otherwise be terminated; and

(c)duly and punctually complying with all covenants and stipulations affecting its Mortgaged Property or the facilities (including access) necessary for the enjoyment and use of its Mortgaged Property.

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8.22(a)The Chargor makes the representations and warranties set out in this clause 8 on the date of this Deed.

(b)The representations and warranties in this clause 8 shall be true and accurate throughout the continuance of this Deed with reference to the facts and circumstances subsisting from time to time.

8.23The Intellectual Property which is material to its business is free of any Security Interests (except for those created by or under this Deed and Permitted Encumbrances) and any other right or interests (including any licenses) in favour of third parties.

9.RESTRICTIONS ON DEALINGS

9.1The Chargor shall not, during the Security Period, without the prior written consent or agreement of the Collateral Agent (such consent or agreement not to be unreasonably withheld):

(a)create or permit to subsist any Security Interest (other than Permitted Encumbrances) over any of its assets;

(b)enter into any arrangement under which money or the benefit of a bank account or other account may be applied, set-off or made subject to a combination of accounts; or

(c)either in a single transaction or in a series of transactions (whether related or not) and whether voluntarily or involuntarily dispose of any asset other than any disposal of its Floating Charge Assets in the ordinary course of its business,

except (in each case) as permitted pursuant to the provisions of the Indenture Documents to which it is a party and save in respect of the First Priority Debenture.

9.2The Chargor shall at all times conduct and carry on its business in a proper and efficient manner and not make any substantial alteration in the nature of or mode of conduct of that business and keep, or cause to be kept, proper books of account relating to such business.

9.3The Chargor shall not do or cause or permit to be done anything which may in any way jeopardise or otherwise prejudice this Security.

9.4All rights of the Chargor in relation to all credit balances to which the Chargor is entitled on any account at any office of any bank or other financial institution, including the Collateral Agent, shall not be capable of assignment by the Chargor, except as permitted under the Indenture Documents to which it is a party or with the prior consent of the Collateral Agent.

9.5Except as otherwise permitted under the Indenture Documents to which it is a party or with the prior consent of the Collateral Agent, the Chargor shall not, during the Security Period, transfer, factor, discount, sell, release, compound, subordinate, defer, or vary the terms of any book or other debts or monetary claims for the time being due, owing or payable to the Chargor, nor otherwise deal with the same except by getting in the same in the usual course of trading or the Chargor’s ordinary course of business.

10.REAL PROPERTY

10.1Except where failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Chargor shall:

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(a)obtain all Environmental Permits required by law;

(b)comply in all respects with any Environmental Permit or Environmental Law applicable to it;

(c)use reasonably commercial efforts to procure that any occupier of any Mortgaged Property complies with any Environmental Permit or Environmental Law applicable to it;

(d)ensure that no Secured Party incurs any liability by reason of any breach by it of any Environmental Law or Environmental Permit; and

(e)promptly upon becoming aware, notify the Collateral Agent of any pending or, to its knowledge, threatened Environmental Claim.

10.2The Chargor shall, within 14 days after the receipt by it of any application, requirement, order or notice served or given by any public or other authority with respect to its Mortgaged Property (or any part of it) which would or would be reasonably likely to have a Material Adverse Effect on the business, operations, assets generally or condition (financial or otherwise) of the Chargor:

(a)deliver a copy to the Collateral Agent; and

(b)inform the Collateral Agent of the steps taken or proposed to be taken to comply with the relevant application, requirement, order or notice.

10.3Except where failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Chargor:

(a)shall perform all the terms on its part contained in any lease, agreement for lease, license or other agreement which gives it a right to occupy or use property comprised in its Mortgaged Property;

(b)shall not do or allow to be done any act as a result of which any lease under which it holds any Mortgaged Property may become liable to forfeiture or otherwise terminated; and

(c)shall duly and punctually comply with all covenants and stipulations affecting Mortgaged Property or the facilities (including access) necessary for the enjoyment and use of its Mortgaged Property and indemnifies each Secured Party in respect of any breach of those covenants and stipulations.

10.4The Chargor assents to the registration as burdens on the folio of any Mortgaged Property now owned by it or acquired by it after the date of this Deed that is registered land of which it is the registered owner or the person entitled to be registered owner:

(a)of the fixed or specific charge hereby created on the said registered land;

(b)on crystallisation of the floating charge, of such crystallised charge; and

(c)of the power of any Receiver appointed hereunder to charge the said registered land.

The address of the Collateral Agent in the State for service of notices and its description is c/o Chief Compliance Officer, Wells Fargo Bank International, 2 Harbourmaster Place, IFSC, Dublin 1, Ireland, Financial Institution.

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10.5The Chargor shall upon the execution of this Deed, and promptly upon the acquisition by it of any interest in any other freehold, leasehold or other immovable property deliver (or procure delivery) to the Collateral Agent and the Collateral Agent shall be entitled to hold and retain, all deeds, certificates and other documents of title relating to its Mortgaged Property.

10.6Except as may be permitted by the Indenture Documents to which it is a party, the Chargor shall not:

(a)either (i) demolish or (ii) materially alter or injure, the Mortgaged Property in any manner that lessens the value of the Mortgaged Property, unless it replaces them with others of substantially equal or greater value;

(b)make any alteration to, or change in the use of, the Mortgaged Property that will materially diminish the utility thereof for the operation of the business;

(c)sever or remove any Fixture or Plant and Machinery (other than stock in trade or work in progress) on or in the Mortgaged Property (except for the purpose of any necessary repairs or replacement of it); or

(d)carry out any development (within the meaning of the Planning Acts) on the Mortgaged Property,

without the prior written consent of the Collateral Agent.

10.7The Chargor shall comply with:

(a)all applicable requirements of all law, legislation, regulations and bye-laws relating to the Mortgaged Property;

(b)any conditions attaching to any planning permissions relating to or affecting the Mortgaged Property; and

(c)any notices or other orders made by any planning, environmental or other public body in respect of all or any part of the Mortgaged Property,

except, in each case, where failure to comply could not reasonably be expected to cause a Material Adverse Effect on the Mortgaged Property.

10.8The Chargor shall grant the Collateral Agent or its legal advisors at reasonable times and intervals during normal business hours upon reasonable advance notice all facilities within the power of the Chargor to enable the Collateral Agent or its legal advisors (at the expense of the Chargor) to:

(a)carry out investigations of title to the Mortgaged Property; and

(b)make such enquiries in relation to any part of the Mortgaged Property as a prudent mortgagee might carry out.

10.9The Chargor shall, as soon as practicable after a request by the Collateral Agent, supply the Collateral Agent with a Certificate of Title from its solicitors in respect of its Mortgaged Property concerning those items which may properly be sought to be covered by a prudent mortgagee in a solicitor’s certificate of this nature.

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10.10If the Chargor fails to perform any covenant or stipulation or any term of this Deed affecting its Mortgaged Property, the Chargor shall allow the Collateral Agent or its agents and/or contractors:

(a)to enter any part of its Mortgaged Property to carry out an inspection of it;

(b)to comply with or object to any notice served on it in respect of its Mortgaged Property; and

(c)to take any action as the Collateral Agent may consider necessary or desirable to prevent or remedy any breach of any such covenant, stipulation or term or to comply with or object to any such notice.

The Chargor shall within three Business Days of demand by the Collateral Agent pay the costs and expenses of the Collateral Agent or its agents and contractors incurred in connection with any action taken by it under this clause, and pending payment, that payment will constitute part of the Secured Obligations.

10.11The Chargor shall, at its own cost and expense, take any and all action necessary to defend title to the Mortgaged Property against all Persons and to defend the security of the Collateral Agent in the Mortgaged Property and the priority thereof against any lien, charge or other encumbrance (other than any Permitted Encumbrance and the First Priority Debenture) and that is prior to the security interest of the Collateral Agent).

10.12The obligations imposed and/or undertaken by the Chargor pursuant to Clause 10 shall not apply to the extent that the Indenture Documents to which it is a party provide otherwise.

11.INVESTMENTS

11.1Subject to clause 7.12(f), upon the execution of this Deed and upon the acquisition of any Investment, the Chargor:

(a)shall promptly deposit with the Collateral Agent, or as the Collateral Agent may direct, any bearer instrument, share certificate or other document of title or evidence of ownership in relation to that Investment; and

(b)shall promptly take any action and execute and deliver to the Collateral Agent any share transfer or other document which may be requested by the Collateral Agent in order to enable any transferee elected by the Secured Parties to be registered as the owner or otherwise obtain a legal title to that Investment; including:

(i)delivering executed share transfers in favour of the Collateral Agent or any of its nominees as transferee or, if the Collateral Agent so directs, with the transferee and consideration left blank, executed dividend mandates in the form set out in Part 1 of Schedule 5 (Shares), executed letters of authority in the form set out in Part 2 of Schedule 5 (Shares) and executed letters of resignation together with letters of authority (to date the letters of resignation) from all directors of the relevant issuer of shares in the form set out in Parts 3 and 4 of Schedule 5 (Shares); and

(ii)on the written request of the Collateral Agent procuring that those share transfers are registered by the company in which the Investments are held and that share certificates in the name of the transferee are delivered to the Collateral Agent.

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11.2Save as otherwise permitted under the Indenture Documents to which it is a party, the Chargor may not exercise any right or power, or allow the exercise of any right or power on its behalf, with respect to the Shares if the result thereof could, in the reasonable judgment of the Collateral Agent, materially impair the Collateral, or could materially and adversely affect the rights inuring to a holder of the Shares or the rights and remedies of any of the Secured Parties under this Deed or the Indenture Documents to which it is a party or the ability of the Secured Parties to exercise the same.

11.3The Chargor may not amend any declaration of trust and/or nominee agreement entered into in relation to any Investments in a manner which would be adverse to the interest of any Secured Party.

11.4With effect from the Enforcement Date, the Chargor, in relation to any declaration and/or any nominee agreement, agrees:

(a)to act on the instructions of the Collateral Agent; and

(b)if directed to do so by the Collateral Agent, to direct each trustee and/or nominee to act on the instructions of the Collateral Agent.

11.5(a)The Chargor shall pay all calls and other payments due and payable in respect of any of its Investments.

(b)If the Chargor fails to do so, the Collateral Agent may at any time after an Event of Default, if it thinks fit or is required to do so by a requisite majority of Noteholders in accordance with the Indenture, pay those calls or other payments on behalf of the Chargor.  The Chargor shall on demand by the Collateral Agent reimburse the Collateral Agent for any payment made by the Collateral Agent under this clause 11.5(b) and, pending reimbursement, that payment will constitute part of the Secured Obligations.

11.6(a)If the Chargor fails to comply with all requests for information which is within its knowledge and which it is required to comply with by law or under the constitutional documents relating to any of its Investments, the Collateral Agent may elect to provide any information which it may have on behalf of the Chargor (at the Chargor’s expense).

(b)The Chargor shall promptly supply a copy to the Collateral Agent of any information referred to in paragraph (i) above.

11.7Subject to clause 7.12(f), immediately on conversion of any Investments from a certificated to an uncertificated form, and on the acquisition of any Investments in an uncertificated form, it shall give such instructions or directions and take such other steps and enter into such documentation as the Collateral Agent may require in order to protect or preserve the Security Interest intended to be created by this Deed.

11.8No Secured Party will be required to:

(a)perform or fulfil any obligation of the Chargor;

(b)make any payment;

(c)make any enquiry as to the nature or sufficiency of any payment received by it or the Chargor; or

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(d)present or file any claim or take any other action to collect or enforce the payment of any amount,

in respect of any Investment.

11.9(a)Until the Enforcement Date has occurred or the Collateral Agent has notified the Chargor that it does not intend (for the time being) to exercise its rights under clause 11.9(d):

(i)the Chargor may continue to exercise the voting rights, powers and other rights in respect of its Investments;

(ii)if the relevant Investments have been registered in the name of the Collateral Agent or its nominee, the Collateral Agent (or that nominee) shall exercise the voting rights, powers and other rights in respect of the Investments in any manner which the Chargor may direct in writing,

if doing so does not materially impair the Investments or materially and adversely affect the rights and remedies of any of the Secured Parties under this Deed or any other Indenture Document or the ability of the Secured Parties to exercise the same.

(b)Until the Enforcement Date has occurred, all dividends or other income or distributions paid or payable in relation to any Investments shall be paid to the Chargor.

(c)With effect from the Enforcement Date, the Chargor shall hold any dividend or other income or distribution paid or payable in relation to any Investments on trust for the Collateral Agent.

(d)On or after the Enforcement Date, the Collateral Agent or its nominee may exercise or refrain from exercising:

(i)any voting rights; and

(ii)any other powers or rights which may be exercised by the legal or beneficial owner of any Investment, any person who is the holder of any Investment or otherwise,

in each case, in the name of the Chargor, the registered holder or otherwise and without any further consent or authority on the part of the Chargor and irrespective of any direction given by the Chargor.

(e)To the extent that the Investments remain registered in the name of the Chargor, the Chargor irrevocably appoints the Collateral Agent or its nominee as the corporate representative of the Chargor to exercise all voting rights in respect of those Investments at any time after this Security has become enforceable.

11.10The Chargor shall ensure that the articles of association or other constitutional documents of each Irish incorporated issuer of Investments over which the Chargor is creating a Security Interest under this Deed where the Chargor holds no less than 75 per cent. of the issued share capital of that issuer which contain any restriction on transfers of those Investments or any pre-emptive rights in respect of those Investments shall disapply such restriction or rights (in a manner acceptable to the Collateral Agent) in relation to any transfer of those Investments to any person upon the enforcement of the Security.

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11.11The Chargor shall, if requested by the Collateral Agent, procure that the directors of the issuer of Investments shall not refuse to register a duly stamped transfer of any share presented to its board of directors for registration pursuant to the power of sale under this Deed.

12.INTELLECTUAL PROPERTY

12.1Save as otherwise permitted under the Indenture Documents to which it is a party, the Chargor shall:

(a)maintain in full force and effect all registered Intellectual Property currently registered by it that is material to the conduct of the Chargor’s business;

(b)notify the Collateral Agent of the acquisition of any Intellectual Property and, if requested to do so by the Collateral Agent for the purpose of perfecting this Security, make entries in any public register of its Intellectual Property which is material to its business which either record the existence of this Deed or the restrictions on disposal imposed by this Deed; and

(c)take such steps as are appropriate under the circumstances (including, if consistent with the Chargor’s reasonable good business judgment, the institution of legal proceedings) to prevent third parties infringing Intellectual Property material to the conduct of its business.

13.SECURITY ACCOUNTS

13.1(a)Save as otherwise permitted under the Indenture Documents to which it is a party, the Chargor shall get in and realise its:

(i)securities to the extent held by way of temporary investment;

(ii)dividends and other income and distributions payable to it in relation to any Investment;

(iii)book and other debts and other monies owed to it; and

(iv)royalties, fees and income of any nature owed to it,

in the ordinary course of its business and, after the Enforcement Date, hold the proceeds of the getting in and realisation (until payment into a Security Account but subject always to clause 7 (Creation of Security)) on trust for the Collateral Agent.

(b)Save as otherwise permitted under the Indenture Documents to which it is a party, the Chargor shall pay promptly all the proceeds of the getting in and realisation referred to in clause 13.1(a) into a Security Account.

(c)The Collateral Agent agrees that until (i) the Enforcement Date has occurred or (ii) it notifies the Chargor that this agreement no longer applies (which notification may be given only if an Event of Default has occurred), all trading receipts can be paid into an account of the Chargor which is not a Security Account.

13.2(a)Prior to the Enforcement Date, the Chargor shall be entitled to withdraw or otherwise transfer any credit balance from time to time on any Security Account.

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(b)The Collateral Agent (or a Receiver) may (subject to the payment of any claims having priority to this Security and subject to the Indenture Documents and the Intercreditor Agreement) in the case of any Security Account on or following the Enforcement Date, withdraw amounts outstanding to the credit of such account, and apply those amounts in or towards the payment or other satisfaction of all or part of the Secured Obligations of the Chargor.

13.3(a)The Chargor shall, if required by the Collateral Agent, with respect to each of its bank accounts:

(i)Upon the execution of this Deed or (if later) the date on which the Chargor opens a bank account with a bank which has not previously been served with a notice applicable to such new account by the Chargor under this clause 13.3, give notice to such bank substantially in the form of Part 1 of Schedule 1 (Forms of Letter for Security Accounts); and

(ii)Use commercially reasonable efforts to procure that each such bank acknowledges that notice substantially in the form of Part 2 of Schedule 1 (Forms of Letter for Security Accounts).

13.4The execution of this Deed by the Chargor and the Collateral Agent shall constitute notice to the Collateral Agent of the charge created over any bank account opened or maintained with the Collateral Agent.

14.RELEVANT CONTRACTS

14.1(a)The Chargor shall:

(i)duly and promptly perform its obligations and diligently pursue its rights under each Relevant Contract to which it is a party, except for (i) any violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) any failures to diligently pursue its rights that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and

(ii)promptly upon request of the Collateral Agent supply the Collateral Agent and any Receiver with copies of each of its Relevant Contracts and any information and documentation relating to any of its Relevant Contracts requested by the Collateral Agent or any Receiver.

(b)Unless the Enforcement Date has occurred, the Chargor may exercise its discretion and shall be entitled to receive all proceeds arising under each Relevant Contract, in each case subject always to the other terms of this Deed and the terms of the Indenture Documents.

14.2With effect from the Enforcement Date, the Collateral Agent may exercise (without any further consent or authority on the part of the Chargor and irrespective of any direction given by the Chargor) any of the Chargor’s rights under its Relevant Contracts.

14.3The Chargor shall:

(a)(i)in the case of each Relevant Contract subsisting at the date of this Deed immediately upon execution of this Deed; and

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(ii)in the case of each Relevant Contract coming into existence or being designated as such after the date of this Deed, on the later of that agreement coming into existence or being designated a Relevant Contract,

serve a notice of assignment, substantially in the form of Part 1 of Schedule 4 (Forms of Letter for Relevant Contracts), on each of the other parties to each of its Relevant Contracts; and

(b)use its reasonable endeavours to procure that each of those other parties acknowledges that notice, substantially in the form of Part 2 of Schedule 4 (Forms of Letter for Relevant Contracts).

15.INSURANCES

15.1(a)The Chargor shall, at all times for as long as any money remains payable under the Indenture Documents or while there shall subsist any security constituted by or pursuant to this Deed, maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

(b)The Chargor shall procure that there will be given to the Collateral Agent such information in connection with its Insurances and copies of the insurance policies as the Collateral Agent may reasonably require.

(c)If the Chargor fails to comply with any of the provisions of clauses (a) or (b), the Collateral Agent shall immediately be entitled (but not obliged) to effect or renew the insurances concerned on such terms, in such name(s) and in such amount(s) as it considers appropriate, and all monies expended by the Collateral Agent in so doing shall be reimbursed by the Chargor to the Collateral Agent within three Business Days of demand.

(d)After this Security has become enforceable:

(i)the Collateral Agent may exercise (without any further consent or authority on the part of the Chargor and irrespective of any direction given by the Chargor) any of the rights of the Chargor in connection with any amounts payable to it under any of its Insurances;

(ii)the Chargor shall take such steps (at its own cost) as the Collateral Agent may require to enforce those rights; this includes initiating and pursuing legal or arbitration proceedings in the name of the Chargor; and

(iii)the Chargor shall hold any payment received by it under any of its Insurances on trust for the Collateral Agent.

(e)Before this Security has become enforceable the Chargor may exercise all of its rights under each Insurance as contemplated in the form of notice of assignment set out in Part 1 of Schedule 3 (Forms of Letter for Insurances).

15.2The Chargor shall, if required by the Collateral Agent:

(a)(i)in the case of each of its Insurances subsisting at the date of this Deed, upon execution of this Deed; and

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(ii)in the case of each of its Insurances coming into existence after the date of this Deed, on those Insurances being put on risk,

give notice of this Deed to each of the other parties to the relevant Insurances by sending a notice substantially in the form of Part 1 of Schedule 3 (Forms of Letter for Insurances); and

(b)use its commercially reasonable endeavours to procure that each such other party delivers a letter of undertaking to the Collateral Agent in the form of Part 2 of Schedule 3 (Forms of Letter for Insurances).

15.3All monies expended by the Collateral Agent when exercising its rights under Section 110 of the Act shall be reimbursed by the Chargor to the Collateral Agent on demand and shall form part of the Secured Obligations for the purpose of this Deed.

16.GENERAL COVENANTS

16.1The Chargor shall from time to time on request of the Collateral Agent, furnish the Collateral Agent with such information as the Collateral Agent may reasonably require about its business and affairs, the Security Assets and its compliance with the terms of this Deed and the Chargor shall permit the Collateral Agent, its representatives, professional advisers and contractors, free access at all reasonable times and on reasonable notice to:

(a)inspect and take copies and extracts from its books, accounts and records; and

(b)to view the Security Assets (without becoming liable as mortgagee in possession).

16.2The Chargor shall ensure that all Tax liabilities which if unpaid would or might with the service of any notice or otherwise have priority over this Security or require payment by the Collateral Agent be paid and discharged when the same must be paid.

16.3The Chargor shall promptly inform the Collateral Agent of the issue of any notice to any person under Section 1002 of the Taxes Consolidation Act 1997 in respect of amounts owing to the Chargor.

16.4The Chargor shall give five Business Days’ prior written notice to the Collateral Agent of its intention and promptly notify the Collateral Agent of any intention on the part of any person of which it becomes aware, to present a petition or analogous proceeding or actions for the appointment of an examiner, liquidator or similar officer to, or over the whole or any part of its assets or those of a Related Company of the Chargor.

16.5Without prejudice to clauses 10.10 and 15.1(c) in the case of breach of any covenant, undertaking or agreement on the part of the Chargor contained in this Deed, the Secured Parties may (but shall not be obliged to) do whatever may be necessary to make good such breach and all monies expended by the Secured Parties in so doing shall be paid by the Chargor within three Business Days of demand and pending payment, that payment will constitute part of the Secured Obligations.

16.6The Chargor hereby makes the covenants set out in Sections 4.04, 4.05, 4.06, 4.07, 4.09, 4.12(a), 4.12(b), 4.13(a), 4.13(b), 4.13(c), 4.13(d), 4.13(e), 4.13(f), 4.13(g), 4.13(h) and 4.13(i), inclusive, of the U.S. Security Agreement and such covenants are hereby incorporated by reference into this Deed. For the purposes of this Clause 16.6, all references to Grantor and Grantors in the aforementioned Sections of the U.S. Security Agreement shall be construed as references to the Chargor as appropriate, where not otherwise defined

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in this Deed, the defined terms used in such Sections shall bear the meanings ascribed thereto in the U.S. Security Agreement.

17.WHEN SECURITY BECOMES ENFORCEABLE

17.1Subject to the terms of the Intercreditor Agreement, at any time on or after the Enforcement Date, or if a demand is made for the payment of the Secured Obligations, this Security will become immediately enforceable and the Secured Obligations will be deemed to have become due and payable and the statutory power of sale will become exercisable.

17.2Subject to the terms of the Intercreditor Agreement, at any time on or after the Enforcement Date, or if a demand is made for the payment of the Secured Obligations, the Collateral Agent may in its absolute discretion enforce all or any part of this Security in any manner it sees fit and the power of sale and other powers conferred on mortgagees by the Act shall apply to this Deed in each case as varied or amended by this Deed.  Section 99 of the Act shall not apply to this Deed and neither the Collateral Agent nor any Receiver shall be  obliged to take any steps to sell or lease the Security Assets or any part thereof after going into possession of same and the Collateral Agent and any Receiver shall have absolute discretion as to the time of exercise of the power of sale and the power of leasing and all other powers conferred on them by the Act or otherwise.

18.ENFORCEMENT OF SECURITY

18.1(a)Subject to the terms of the Intercreditor Agreement, at any time after the Enforcement Date or if a demand is made for the payment of the Secured Obligations, the power of sale and any other power conferred on a mortgagee by law as varied or extended by this Deed will become immediately exercisable.  Any restriction imposed by law (including under the Act) on the power of sale does not apply to this Deed.

(b)For the purposes of all powers implied by law, the Secured Obligations are deemed to have become due and payable on the date of this Deed but such power shall not be exercised by the Collateral Agent until the Enforcement Date.

(c)Subject to the terms of the Intercreditor Agreement, at any time after the Enforcement Date or if a demand is made for the payment of the Secured Obligations, the power of sale and all other powers conferred on mortgagees by law (including by the Act) shall be exercisable immediately without any requirement:

(i)for the occurrence of any of the events specified in Section 100(1) of the Act; or

(ii)to give any notice to the Chargor specified in Section 100(1) of the Act; or

(iii)to obtain the consent of the Chargor or a court order authorising the exercise of the power of sale under Sections 100(2) or 100(3) of the Act; or

(iv)to give any notice to the Chargor under Section 103(2) of the Act.

Section 94, 100 and 101 of the Act shall not apply to this Deed.

(d)Any restriction imposed by law on the right of a mortgagee to consolidate mortgages does not apply to this Security.

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18.2At any time on or after the Enforcement Date and without any requirement to obtain the consent of the Chargor or an order for possession under Sections 97 or 98 of the Act, the Collateral Agent may without further notice or demand enter into possession of the Security Assets or any part thereof.  The Collateral Agent shall not be obliged to obtain the consent of the Chargor or an order for possession under Sections 97 or 98 of the Act in order to enter into possession of the Security Assets or any part thereof.  The rights of the Collateral Agent under this clause are without prejudice to and in addition to any right of possession (express or implied) to which it is at any time otherwise entitled (whether by virtue of this Deed, operation of law, contract or otherwise).  For the avoidance of doubt, Sections 97 and 98 of the Act shall not apply to this Deed.

18.3The statutory powers of leasing conferred on the Collateral Agent and any Receiver are extended so as to authorise the Collateral Agent and any Receiver to lease, make arrangements for leases, accept surrenders of leases and make agreements to accept surrenders of leases as it or he may think fit and without any requirement to comply with any restrictions imposed by law (including any provision of Section 112 to 114 of the Act).  Without prejudice to the generality of the foregoing the Collateral Agent and any Receiver may exercise the statutory power to accept surrenders of leases conferred by the Act for any purpose that it or he thinks fit and not merely for the purpose of granting new leases under Section 112 of the Act and any new lease granted by the Collateral Agent or any Receiver following the acceptance of  a surrender need not comply with the requirements of Section 114(3) of the Act.

18.4Neither the Collateral Agent nor any Receiver will be liable, by reason of entering into possession of a Security Asset:

(a)to account as mortgagee in possession or for any loss on realisation or in connection with the Security Assets; or

(b)for any default or omission for which a mortgagee in possession might be liable.

18.5Each Receiver and the Collateral Agent is entitled to all the rights, powers, privileges and immunities conferred by law (including the Act) on mortgagees and receivers duly appointed under any law (including the Act), but so that the power of sale and other powers by any law (including the Act) shall be as varied and modified by this Deed.

18.6No person (including a purchaser) dealing with the Collateral Agent or a Receiver or its or his agents will be concerned to enquire:

(a)whether any Secured Obligations have become payable;

(b)whether any power which the Collateral Agent or a Receiver is purporting to exercise has become exercisable or is being properly exercised;

(c)whether any Secured Obligations or other money remains due under the Indenture Documents;

(d)how any money paid to the Collateral Agent or to that Receiver is to be applied; or

(e)as to the status, propriety or validity of the acts of the Collateral Agent or Receiver.

18.7Subject to Clause 18.8, all the protections for purchasers contained in Sections 105, 106 and 108(5) of the Act shall apply to any person purchasing from, or dealing with the Collateral Agent or any Receiver, delegate or sub-delegate in like manner as if the statutory powers of

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sale and of appointing a Receiver in relation to the Security Assets had not been varied or extended by this Deed.

18.8No purchaser from the Collateral Agent, any Receiver, delegate or sub-delegate shall be entitled to rely on Section 105(2) which is disapplied by this Deed.

18.9The receipt by the Collateral Agent or any Receiver shall be an absolute and a conclusive discharge to a purchaser and shall relieve him of any obligation to see to the application of any monies paid to or by the direction of the Collateral Agent or any Receiver.

18.10(a)At any time on or after the Enforcement Date, the Collateral Agent may:

(i)redeem any prior Security Interest against any Security Asset; and/or

(ii)procure the transfer of that Security Interest to itself; and/or

(iii)settle and pass the accounts of the prior mortgagee, chargee or encumbrancer and any accounts so settled and passed will be, in the absence of manifest error, conclusive and binding on the Chargor.

(b)The Chargor shall pay to the Collateral Agent, immediately on demand, the costs and expenses incurred by the Collateral Agent in connection with any such redemption and/or transfer, including the payment of any principal or interest.

18.11Subject to the terms of the Intercreditor Agreement, any money received or realised by the Collateral Agent under the powers conferred by this Deed shall be paid or applied in a manner consistent with Section 6.02 of the U.S. Security Agreement.

19.RECEIVER

19.1(a)The Collateral Agent may appoint any one or more persons to be a Receiver of all or any part of the Security Assets if:

(i)an Event of Default has occurred and is continuing; or

(ii)the Chargor so requests the Collateral Agent in writing at any time.

(b)Any appointment under Clause 19.1(a) above may be made regardless of whether any of the events specified in paragraph (a) to (c) of Section 108(1) of the Act have occurred, and whether or not the Collateral Agent has entered into or takes possession of any of the Security Assets or any part thereof.

(c)Any appointment under paragraph (a) above may be by deed, under seal or in writing under hand of any employee or agent of the Collateral Agent.

19.2The Collateral Agent may by writing under hand of any employee or agent of the Collateral Agent remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

19.3The Collateral Agent may fix the remuneration of any Receiver appointed by it and any maximum rate imposed by any law (including under Section 108(7) of the Act) will not apply.

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19.4(a)A Receiver will be deemed to be the agent of the Chargor for all purposes.  The Chargor is solely responsible for the remuneration, contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver (but without prejudice to the Chargor’s remedies against the Receiver in respect of the Receiver’s gross negligence or wilful default).

(b)Neither the Collateral Agent nor any other Secured Party will incur any liability (either to the Chargor or to any other person) by reason of the appointment of a Receiver or for the actions or inactions of any Receiver appointed in accordance with this Deed.

19.5The foregoing powers of appointment shall be in addition to and not be to the prejudice of all statutory and other powers of the Collateral Agent (or any Receiver appointed by it) under the Act and to the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may be exercised by the Collateral Agent in relation to any Security Asset without first appointing a Receiver or notwithstanding the appointment of a Receiver.

20.POWERS OF RECEIVER

20.1(a)Subject to the terms of the Intercreditor Agreement, any Receiver appointed hereunder shall have all the rights, powers and discretions set out in this Deed in addition to those conferred on him by any law including, without limitation, the Act.

(b)If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all the powers conferred on a Receiver under this Deed individually.

20.2A Receiver shall have the power to:

(a)take immediate possession of, get in and collect any Security Asset or any part of it in respect of which he is appointed and to make such demands and take such proceedings as may seem expedient for that purpose, and to take possession of the Security Assets over which he is appointed with like rights;

(b)carry on, manage, develop, reconstruct, amalgamate or diversify or concur in carrying on, managing, developing, reconstructing, amalgamating or diversifying any business of the Chargor in any manner he thinks fit;

(c)(i)appoint and discharge managers, officers, agents, professional advisers, consultants, servants, workmen employees and others for the purposes of this Deed upon such terms as to remuneration or otherwise as he thinks fit; and

(ii)remove any person appointed by the Chargor;

(d)raise and borrow money or incur any other liability, either unsecured or on the security of any Security Asset either in priority to this Security or otherwise and generally on any terms and for whatever purpose he thinks fit;

(e)grant rights, options or easements over, dispose of, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms he thinks fit.  The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by

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instalments spread over any period he thinks fit.  Fixtures and/or Plant and Machinery may be severed and sold separately from the property containing them without the consent of the Chargor;

(f)let, hire, lease, licence or grant any interest in any Security Asset for any term and at any rent (with or without a premium) he thinks fit and shall have the power to vary the terms, surrender or accept a surrender of any lease or tenancy of any Security Asset on any terms which he thinks fit (including the payment of money to a lessee or tenant on a surrender);

(g)(or require the directors of the Chargor to) make calls conditionally or unconditionally upon the shareholders of the Chargor in respect of any uncalled capital of the Chargor and enforce payment of any call so made by action (in the name of the Chargor or the Receiver as he may think fit) or otherwise;

(h)sell and/or assign all or any of the book debts in respect of which he is appointed in such manner, and generally on such terms and conditions, as he thinks fit;

(i)exercise in respect of any Security Asset all voting or other powers or rights in such manner as he thinks fit;

(j)purchase or acquire any land or any interest in or right over land;

(k)exercise on behalf of the Chargor, and without the consent of or notice to the Chargor, all the powers conferred on a landlord or a tenant by any legislation from time to time in force in any relevant jurisdiction relating to rents or agriculture in respect of any part of the Mortgaged Property;

(l)exercise on behalf of the Chargor and in the name of the Chargor all powers and rights of the Chargor relevant to and necessary to effect the registration in the Land Registry of the fixed or specific charge created on the registered land, of the crystallisation of the floating charge and/or the appointment of a Receiver under this Deed;

(m)settle, adjust, refer to arbitration, allow time for payment, compromise and arrange any claim, contract, account, dispute, question or demand with or by any person who is or claims to be a creditor of the Chargor or relating in any way to any Security Asset;

(n)bring, prosecute, enforce, defend and abandon any action, suit or proceedings both in his own name and in the name of the Chargor in relation to any Security Asset which he thinks fit;

(o)give a valid receipt for any monies and execute any assurance or thing which may be proper or desirable for realising any Security Asset;

(p)form a Subsidiary of the Chargor, arrange for such Subsidiary to trade or cease to trade as he sees fit, in his capacity as shareholder and transfer to that Subsidiary any Security Asset and sell or otherwise dispose of any such Subsidiary;

(q)delegate his powers;

(r)appoint managers, officers, servants, workmen and agents for the purpose of exercising his powers as set out herein at such salaries, for such periods and on such terms as he may determine;

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(s)enter into, abandon, perform, repudiate, rescind, vary or cancel any contracts as he may think expedient;

(t)lend money or advance credit to any customer of the Chargor;

(u)make substitutions of, or improvements to, the Plant and Machinery as he may think expedient;

(v)if he thinks fit, but without prejudice to the indemnity in clause 22 (Expenses and Indemnities), effect with any insurer any policy of insurance either in lieu or satisfaction of, or in addition to, the insurances required to be maintained under this Deed or the Indenture Documents and Section 110 of the Act shall be modified accordingly;

(w)make such election for VAT purposes as he thinks fit;

(x)run the tax affairs of the Chargor in any manner he thinks fit;

(y)conduct and complete all investigations, studies, sampling and testing and all remedial, removal and other actions, whether required under Environmental Law or by the Collateral Agent or otherwise and comply with all lawful orders and directives of all authorities regarding Environmental Laws;

(z)take all steps necessary to effect all registrations, renewals, applications and notifications as he thinks fit to maintain in force or protect any Intellectual Property;

(aa)redeem any prior Security Interest and to settle and pass the accounts to which that Security Interest relates.  Any accounts so settled and passed shall be conclusive and binding on the Chargor, and the moneys so paid shall be deemed to be an expense properly incurred by him;

(bb)(i)effect any repair or insurance and do any other act which the Chargor might do in the ordinary conduct of its business to protect or improve any Security Asset;

(ii)commence and/or complete any building operation;

(iii)arrange for or provide all services which may be deemed proper for the efficient use or management of the Security Assets; and

(iv)apply for and maintain any planning permission, building regulation approval or any other authorisation,

in each case as he thinks fit; and

(cc)(i)do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or by law;

(ii)exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and

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(iii)use the name of the Chargor when exercising any of the rights, powers or discretions conferred on the Receiver under or by virtue of this Deed or by law.

20.3Any exercise of any of the rights, powers and discretions by the Receiver in this clause 20 may be on behalf of the Chargor, the directors of the Chargor (in the case of clause 20.2(g)) or himself.

20.4The Collateral Agent and each Receiver is entitled to all the rights, powers, privileges and immunities conferred by the Act on mortgagees and Receivers save as varied and modified by this Deed.

21.APPLICATION OF PROCEEDS

21.1Unless otherwise determined by the Collateral Agent, any monies received by the Collateral Agent or a Receiver after this Security has become enforceable shall be applied by the Collateral Agent in the following order of priority:

(a)in or towards the payment for all costs and expenses incurred by the Collateral Agent or any Secured Party or any Receiver under or in connection with this Deed and of all remuneration due to a Receiver under or in connection with this Deed;

(b)in payment to the Collateral Agent for application toward the balance of the Secured Obligations;

(c)in payment of any surplus to the Chargor or other person entitled to it.

21.2This clause is subject to the payment of any claims having priority over this Security and to the terms of the Intercreditor Agreement.

21.3Section 106(3), Section 107 and Section 109 of the Act shall not apply to the application of any monies received or realised under the powers conferred by this Deed.

22.EXPENSES AND INDEMNITY

22.1The Chargor shall promptly on demand pay the Collateral Agent the amount of all reasonable costs and expenses (including legal fees) incurred by any of the Secured Parties in connection with the negotiation, preparation, printing and execution of this Deed.

22.2If the Chargor requests an amendment, waiver or consent the Chargor shall, within three Business Days of demand, reimburse the Collateral Agent for the amount of all reasonable costs and expenses (including legal fees) incurred by the Collateral Agent and by any Receiver or Delegate in responding to, evaluating, negotiating or complying with that request.

22.3The Chargor shall, within three Business Days of demand, pay to the Collateral Agent the amount of all costs and expenses (including legal fees) incurred by it or any Receiver or Delegate in connection with the enforcement of, or the preservation of any rights under, this Deed and any proceedings instituted by or against the Collateral Agent as a consequence of taking or holding this Security or enforcing these rights including, in each case, arising from any actual or alleged breach by any person of any law or regulation, whether relating to the environment or otherwise.

22.4The Chargor shall:

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(a)keep each of the Collateral Agent, the other Secured Parties, any Receiver or any Delegate indemnified against any failure or delay in paying the costs and expenses specified in clauses 22.1 to 22.3; and

(b)keep indemnified each and every Secured Party, any Receiver or any Delegate for all losses or charges incurred (including, without limitation, under any indemnity given by such Secured Party (or on its behalf) to any Receiver or Delegate or to any other person) in connection with the actual or alleged failure by the Chargor to comply with this Deed, the preservation of any rights under this Deed or the enforcement of any Security.

22.5Each Party acknowledges that the Collateral Agent takes the benefit of the indemnity in clause 22.4 for itself and as trustee for each other Secured Party, each Receiver and each Delegate.

23.DELEGATION

23.1The Collateral Agent or any Receiver may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it under this Deed.

23.2Any such delegation may be made upon any terms (including power to sub-delegate) which the Collateral Agent or any Receiver may think fit.

23.3Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to the Chargor for any loss or liability arising from any act, default, omission or misconduct on the part of any Delegate or sub-delegate.

24.POWER OF ATTORNEY

24.1The Chargor, by way of security, irrevocably appoints the Collateral Agent, each Receiver and each of their respective Delegates and sub-delegates and each of them jointly and also severally to be the attorney of the Chargor (with full powers of substitution and delegation), in its name or otherwise and on its behalf and as its act and deed to:

(a)sign, seal, execute, deliver and perfect and do all deeds, instruments, acts and things which the Chargor may or ought to do under the covenants and provisions in this Deed (or which the Collateral Agent or any Receiver appointed under this Deed shall consider requisite) at any time for carrying out any obligation imposed on the Chargor by or pursuant to Clause 25 or at any time that an Event of Default has occurred and is continuing for carrying out any obligation imposed on the Chargor by or pursuant to this Deed (including but not limited to the obligations of the Chargor under Clause 25);

(b)generally in its name and on its behalf to exercise all or any of the powers, authorities and discretions conferred by or pursuant to this Deed or by any statute, or common law on the Collateral Agent or any Receiver or which may be required or which the Collateral Agent or any Receiver shall deem fit for carrying any sale, lease, charge, mortgage or dealing by the Collateral Agent or any Receiver into effect or for giving to the Collateral Agent or any Receiver the full benefit of these presents; and

(c)generally to use its name in the exercise of all or any of the powers, authorities or discretions conferred on the Collateral Agent or any Receiver

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(provided that the acts set out in (a), (b) and (c) above shall not be performed unless an Event of Default has occurred and is continuing and in each case subject to the terms, conditions and provisions of the Intercreditor Agreement).

24.2The Chargor ratifies and confirms and agrees to ratify and confirm whatsoever any such attorney referred to in clause 24.1 shall do or purport to do by virtue of this clause 24 and all monies expended by any such attorney shall be deemed to be expenses incurred by the Collateral Agent under this Deed.

25.FURTHER ASSURANCES

The Chargor shall, at its own expense, take whatever action the Collateral Agent or a Receiver may require for:

(a)creating, perfecting, maintaining or protecting security intended to be created by or pursuant to this Deed (which, subject to the terms of the First Priority Debenture, may include the execution of a legal mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be the subject of this Deed) or over any asset of the Chargor referred to in this Deed;

(b)after this Security has become enforceable, subject to the Intercreditor Agreement, facilitating the realisation of any Security Asset which are, or are intended to be, the subject of this Deed;

(c)facilitating the exercise of any right, power or discretion exercisable by the Collateral Agent or any Receiver or any of their respective Delegates or sub-delegates in respect of any Security Asset; or

(d)creating and perfecting security in favour of the Collateral Agent (equivalent to the security intended to be created by this Deed) over any assets of the Chargor located in any jurisdiction outside Ireland.

This includes:

(e)the re-execution of this Deed;

(f)the execution of any legal mortgage, charge, transfer, conveyance, assignment or assurance of any property, whether to the Collateral Agent or to its nominee; and

(g)the giving of any notice, order or direction and the making of any filing or registration,

provided that in no event shall the Chargor be required to enter into any document that is prepared under and governed by the laws of any jurisdiction other than the Collateral Jurisdictions or to take any action to perfect the Security except as necessary under the laws of Ireland in order to perfect this Security.

26.PRESERVATION OF SECURITY

26.1This Security is a continuing security and will extend to the ultimate balance of the Secured Obligations, regardless of any intermediate payment or discharge in whole or in part.

26.2If any payment by the Chargor or any discharge, release or settlement given by a Secured Party (whether in respect of the obligations of the Chargor or any security for those obligations or otherwise) is avoided, adjusted or reduced as a result of insolvency:

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(a)the liability of the Chargor will continue as if the payment, discharge, release, settlement, avoidance, adjustment or reduction had not occurred;

(b)the Collateral Agent for the benefit of each Secured Party shall be entitled to recover the value or amount of that security or payment from the Chargor, as if the payment, discharge, release, settlement, avoidance, adjustment or reduction had not occurred; and

(c)the Collateral Agent shall be entitled to enforce this Deed subsequently as if such payment, discharge, release, settlement, avoidance, adjustment or reduction had not occurred and any such payment had not been made.

26.3The obligations of the Chargor under this Deed will not be affected by any act, omission, matter or thing which, but for this clause 26.3, would reduce, release or prejudice any of its obligations under this Deed or prejudice or diminish those obligations in whole or in part, (whether or not known to it or any Secured Party) including:

(a)any time, waiver, consent, indulgence or concession granted to, or composition with, the Chargor, any of the other Loan Parties or any other person; or

(b)the release of the Chargor, any of the other Loan Parties or any other person under the terms of any composition or arrangement with any creditor of the Chargor or other person; or

(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Chargor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; or

(d)the issuing, confirming, renewing, determining, varying or increasing of any negotiable instrument in any manner whatsoever; or

(e)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status or constitution of the Chargor or any other person; or

(f)any amendment, extension (whether of maturity or otherwise), restatement (in each case, however fundamental and of whatsoever nature) or replacement of any Indenture Document or any other document or security or change in the terms of the Secured Obligations including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Indenture Document or other document or security; or

(g)any unenforceability, illegality, invalidity or non-provability of the Secured Obligations or any indebtedness or obligation of the Chargor or other person under any Indenture Document or any other document or security; or

(h)any insolvency or similar proceedings; or

(i)any merger or amalgamation (howsoever effected) relating to the Chargor or any other person; or

(j)any judgment obtained against the Chargor; or

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(k)any act, event or omission which but for this provision would or might operate to impair, discharge or otherwise affect the obligations of the Chargor under this Deed.

26.4Without prejudice to the generality of clause 26.3, the Chargor expressly confirms that it intends that this Deed shall extend from time to time to any variation, increase, extension or addition (howsoever fundamental and of whatsoever nature and whether or not more onerous) of or to any of the Indenture Documents and/or any facility or amount made available under any of the Indenture Documents including for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

26.5The Chargor waives any right it may have of first requiring the Collateral Agent or any other Secured Party (or any trustee or agent on its behalf) to make demand upon, proceed against or enforce any other right or security or claim payment from any person or make or file any proof or claim in any insolvency proceedings relative to any other person before claiming from the Chargor under this Deed.  This waiver applies irrespective of any law or any provision of the Indenture Documents to the contrary.

26.6During the Security Period the Collateral Agent may:

(a)refrain from applying or enforcing any other monies, security or rights held or received by the Collateral Agent (or any trustee or agent on its behalf) in respect of the Secured Obligations, or apply and enforce the same in such manner and order as it sees fit (whether against the Secured Obligations or otherwise) and the Chargor shall not be entitled to the benefit of the same; and

(b)hold in an interest-bearing suspense account any monies received from the Chargor or on account of the Chargor’s liability under this Deed.

26.7If this Security is enforced at a time when no amount is due under the Indenture Documents but at a time when amounts may or will become due, the Collateral Agent (or the Receiver) may pay the proceeds of any recoveries effected by it into such number of interest-bearing suspense accounts as it considers appropriate.

26.8The Collateral Agent shall be entitled to retain this Deed after as well as before payment or discharge of the Secured Obligations for such period as the Collateral Agent may determine.

26.9Subject to the terms of the Intercreditor Agreement, during the Security Period, unless the Collateral Agent otherwise directs, the Chargor shall not, after a claim has been made or by virtue of any payment or performance by it under this Deed:

(a)be subrogated to any rights, security or monies held, received or receivable by any Secured Party (or any trustee or agent on its behalf);

(b)be entitled to any right of contribution or indemnity in respect of any payment made or monies received on account of the Chargor’s liability under this clause.

The Chargor shall hold in trust for and shall immediately pay or transfer to the Collateral Agent for the Secured Parties or in accordance with any directions given by the Collateral Agent under this clause any payment or distribution or benefit of security received by it contrary to this clause.

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26.10This Deed is in addition to and shall not merge with or otherwise prejudice or affect any contractual or other right or remedy or any other guarantee or security for the Secured Obligations or any of them which are now or may hereafter be held by any Secured Party whether from the Chargor or otherwise.

26.11The Chargor shall not, without the prior consent of the Collateral Agent, hold any security from any other party in respect of the Chargor’s liability under this Deed.  The Chargor will hold any security held by it in breach of this provision on trust for the Collateral Agent and shall immediately transfer the same to the Collateral Agent or as the Collateral Agent may direct.

26.12The Chargor waives any present or future right of set-off it may have in respect of its Secured Obligations (including sums payable by the Chargor under this Deed).

26.13None of the Collateral Agent, its nominee(s) or any Receiver or Delegate shall be liable by reason of:

(a)taking any action permitted by this Deed; or

(b)any neglect or default in connection with the Security Assets; or

(c)taking possession of or realising all or any part of the Security Assets.

27.SET-OFF

The Chargor hereby agrees that each Secured Party may at any time without notice and notwithstanding any settlement of account or other matter whatsoever:

(a)combine or consolidate all or any of the Chargor’s then existing accounts wheresoever located (including accounts in the name of the Secured Parties or of the Chargor jointly with others) whether such accounts are current, deposit, loan or of any other nature whatsoever, whether they are subject to notice or not and whether they are denominated in euro or in any other currency; and/or

(b)after the occurrence of an Event of Default set-off or transfer any sum standing to the credit of any one or more such accounts in or towards the satisfaction of any Secured Obligations of the Chargor, any amount or other obligation owing by the Collateral Agent to the Chargor, whether such liabilities be present, future, actual or contingent, primary or collateral, several or joint or matured or not.

Where such combination, set-off or transfer requires the conversion of one currency into another, such conversion shall be calculated at the then prevailing spot rate of exchange of the relevant Secured Party (as conclusively determined by that Secured Party) for purchasing the currency required with the other currency.

28.MISCELLANEOUS

28.1(a)If any subsequent charge or other Security Interest (other than a Permitted Encumbrance) or any expropriation, attachment, sequestration, distress or execution (or analogous process) affects any Security Asset, any Secured Party may open a new account with the Chargor.

(b)If a Secured Party does not open a new account, it will nevertheless be deemed to have done so at the time when it received or was deemed to have received notice of that charge or other interest.

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(c)As from that time all payments made to that Secured Party will be credited or will be deemed to be credited to the new account and will not operate to reduce any Secured Obligation.

28.2Without prejudice to any right of set-off any Secured Party may have under this Deed, any Indenture Document or otherwise, if any time deposit matures on any account the Chargor has with any Secured Party within the Security Period when:

(a)this Security has become enforceable; and

(b)no Secured Obligation is due and payable,

that time deposit will automatically be renewed for any further maturity which that Secured Party in its absolute discretion considers appropriate unless that Secured Party otherwise agrees in writing.

28.3(a)To the extent that the assets mortgaged or charged under this Deed constitute “financial collateral” and this Deed and the obligations of the Chargor under this Deed constitute a “security financial collateral arrangement” (in each case for the purpose of and as defined in the European Communities (Financial Collateral) Regulations 2004 (S.I. No. 1 of 2004) (the “Regulations”)) the Collateral Agent shall have the right after this Security has become enforceable to appropriate all or any part of that financial collateral in or towards the satisfaction of the Secured Obligations.

(b)For the purpose of paragraph (a) above, the parties agree that the value of the financial collateral so appropriated shall be the market value of that financial collateral determined reasonably by the Collateral Agent by reference to a public index or by such other process as the Collateral Agent may select, including independent valuation.  The parties further agree that the method of valuation provided for in this Deed shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.

28.4If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired and, if any part of the security intended to be created by or pursuant to this Deed is invalid, unenforceable or ineffective for any reason, that shall not affect or impair any other part of the security.

28.5The obligations of the Chargor under this Deed shall be enforceable notwithstanding:

(a)any reconstruction, reorganisation or change in the constitution of any Secured Party;

(b)the acquisition of all or any part of the undertaking of any Secured Party by any other person; or

(c)any merger or amalgamation (however effected) relating to any Secured Party,

and references to any Secured Party shall be deemed to include any person who, under the laws of its jurisdiction of incorporation, domicile or other relevant applicable law has assumed the rights and obligations of such Secured Party under this Deed or to which under such laws the same have been transferred.

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29.LITIGATION

In any litigation relating to this Deed or any security given by the Chargor, the Chargor irrevocably waives the right to interpose any defence based upon any statute of limitations or any claim of laches or set-off or counter-claim of any nature or description.

30.ENTRIES IN ACCOUNTS

In any proceedings arising out of or in connection with this Deed, the entries made in the accounts maintained by the Collateral Agent are prima facie evidence of the matters to which they relate.

31.CERTIFICATES AND DETERMINATIONS

Any certification or determination by the Collateral Agent of a rate or amount under this Deed is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

32.REMEDIES AND WAIVERS

32.1No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

32.2Any waiver or consent by the Collateral Agent under this Deed must be in writing and may be given subject to any conditions thought fit by the Collateral Agent. Any waiver or consent shall only be effective in the specific instance and for the purpose for which it is given. Neither this Deed nor any provision hereof may be waived, amended or modified except pursuant to an agreement in writing between the Collateral Agent and the Chargor and subject to any consent required in accordance with Article 9 of the Indenture.

33.ASSIGNMENT

33.1This Deed shall be binding upon and ensure to the benefit of each party hereto and its successors and permitted assigns.

33.2The Chargor may not assign or transfer or enter into any trust arrangement with any third party in respect of any of its rights, benefits and/or obligations under this Deed.

33.3The Collateral Agent may assign or transfer all or any of its rights and/or obligations under this Deed to any person in accordance with the terms of Clause 7.05 of the U.S. Security Agreement.

34.VARIATION

34.1This Deed may not be amended or waived except by an instrument in writing signed by a duly authorised officer or representative of the Collateral Agent and the Chargor.

34.2Each of the parties to this Deed agrees that there are no oral understandings between any Secured Party and the Chargor in any way varying, contradicting or amplifying the terms of this Deed.

34.3This Deed supersedes all prior representations, arrangements, understandings and agreements and sets forth the entire, complete and exclusive agreement and understanding between the parties as to the matters provided for in this Deed.

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35.RELEASE

35.1This Deed and the security interest created in the Security Assets shall terminate when all the Secured Obligations have been paid or discharged in full in cash or the security interest created by this Deed is automatically released pursuant to Section 11.04 of the Indenture.

35.2Subject to clause 26 (Preservation of Security), at the end of the Security Period, the Collateral Agent shall, at the request and cost of the Chargor, take whatever action is reasonably necessary to release, reconvey or re-assign the Security Assets to the Chargor.

36.NOTICES AND DEMANDS

36.1Any communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, may be made by fax or letter.

36.2The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Deed is:

(a)in the case of the Chargor, that identified with its name below;

(b)in the case of the Collateral Agent, that identified with its name below,

or any substitute address, fax number or department or officer as the Chargor may notify to the Collateral Agent (or the Collateral Agent may notify to the Chargor, if a change is made by the Collateral Agent) by not less than five Business Days’ notice.

36.3Any communication or document made or delivered by one person to another under or in connection with this Deed will be effective only:

(a)if by way of fax, when received in legible form during normal business hours; or

(b)if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address.

36.4Any communication or document to be made or delivered to the Collateral Agent will be effective only when actually received by the Collateral Agent and then only if it is expressly marked for the attention of the department or officer identified with the Collateral Agent’s signature below (or any substitute department or officer as the Collateral Agent shall specify for this purpose).

37.COUNTERPARTS

This Deed may be executed in any number of counterparts and all of those counterparts taken together shall be deemed to constitute one and the same instrument.

38.LAW AND JURISDICTION

38.1This Deed shall be governed by and construed in accordance with the laws of Ireland.

38.2The courts of Ireland have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) (a “Dispute”).

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38.3The Parties agree that the Courts of Ireland are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

38.4This clause 38 is for the benefit of the Secured Parties only.  As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

39.COLLATERAL AGENT

39.1The Collateral Agent holds the benefit of this Deed (and any other security created in its favour pursuant to this Deed) as agent for and on behalf of the Secured Parties pursuant to the terms of the Indenture and the U.S. Security Agreement. The retirement of the person for the time being acting as Collateral Agent and the appointment of a successor shall be effected in the manner provided for in the Indenture.

39.2Nothing in this Deed shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Collateral Agent.

40.INTERCREDITOR AGREEMENT

The security interests created by this Deed on the Security Assets are subordinate to the security interests on such property created by any similar instrument already granted in such property in accordance with the provisions of the Intercreditor Agreement including the First Priority Debenture.  Notwithstanding anything to the contrary contained herein, the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and this Deed, the terms of the Intercreditor Agreement shall govern.

THIS DEED has been executed and delivered as a deed on the date stated at the beginning of this Deed.

44

SCHEDULE 1

Forms of Letter for Security Accounts

Part 1 — Notice to Account Bank

To:[Insert name of Account Bank]

Copy:[Insert name of Collateral Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)

This letter constitutes notice to you that under the Debenture [insert name of Chargor] (the “Chargor”) has [assigned/charged (by way of a first fixed charge)] in favour of [insert name of Collateral Agent] as trustee for the Secured Parties referred to in the Debenture (the “Collateral Agent”) as second priority [assignee/chargee] all of its rights in respect of any amount standing to the credit of any account maintained by the Chargor with you and detailed below (the “Security Accounts”) and the debts represented by the Security Accounts.

“Security Accounts” means [detail accounts].

Upon the occurrence of an Event of Default under the Debenture which is continuing and the issuance of a notice to this effect by the Collateral Agent to you (a “Default Notice”) the Chargor irrevocably instructs and authorises you to:

(a)disclose to the Collateral Agent any information relating to any Security Account requested from you by the Collateral Agent;

(b)comply with the terms of any written notice or instruction relating to any Security Account received by you from the Collateral Agent;

(c)hold all sums standing to the credit of any Security Account to the order of the Collateral Agent;

(d)pay or release any sum standing to the credit of any Security Account in accordance with the written instructions of the Collateral Agent; and

(e)pay all sums received by you for the account of the Chargor to the credit of a Security Account.

The Chargor is not permitted to withdraw any amount from any Security Account other than in accordance with clause 13.2(a) of the Debenture which permits the Chargor to withdraw amounts prior to the Enforcement Date.

The Chargor acknowledges that you may comply with the instructions in this letter without any further permission from it and without any enquiry by you as to the justification for or validity of any request, notice or instruction.

The instructions in this letter may not be revoked or amended without the prior written consent of the Collateral Agent.

45

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Please send to the Collateral Agent at [ · ] with a copy to the Chargor the attached acknowledgement confirming your agreement to the above and giving the further undertakings set out in the acknowledgement.

Yours faithfully,

(Authorised signatory)

For [Insert name of Chargor]

46

Part 2 — Acknowledgement of Account Bank

To:[Insert name of Collateral Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)

We confirm receipt from [insert name of Chargor] (the “Chargor”) of a notice dated [ · ] of [an assignment / a charge] upon the terms of the Debenture over all the rights of the Chargor to any amount standing to the credit of any of its accounts with us specified in the notice (the “Security Accounts”).

We confirm that we:

(a)accept the instructions contained in the notice and agree to comply with the notice;

(b)have not received notice of the interest of any third party in any Security Account;

(c)have neither claimed nor exercised, nor will claim or exercise, any security interest, set-off, counter-claim, lien or other right in respect of any Security Account;

(d)will not permit any amount to be withdrawn from any Security Account; and

(e)will pay all sums received by us for the account of the Chargor to a Security Account.

Nothing contained in any of our arrangements with you shall commit us to providing any facilities or making advances available to the Chargor.

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Yours faithfully,

(Authorised signatory)

For [Insert name of Account Bank]

47

SCHEDULE 2

Forms of Letter for Insurances

Part 1 — Form of Notice of Assignment

(for attachment by way of endorsement to the insurance policies)

To:[Insert name of Insurer]

Copy:[Insert name of Collateral Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)

This letter constitutes notice to you that under the Debenture, [insert name of Chargor] (the “Chargor”) has assigned in favour of [insert name of Collateral Agent] as trustee for the Secured Parties referred to in the Debenture (the “Collateral Agent”) as second priority assignee all amounts payable to it under or in connection with any contract of insurance of whatever nature taken out with you by or on behalf of it or under which it has a right to claim (each an “Insurance”) and all of its rights in connection with those amounts.

A reference in this letter to any amounts excludes all amounts received or receivable under or in connection with any third party liability Insurance and required to settle a liability of the Chargor to a third party.

The Chargor confirms that:

(a)it will remain liable under [the / each] Insurance to perform all the obligations assumed by it under [the / that] Insurance; and

(b)none of the Collateral Agent, its agents, any receiver or any other person will at any time be under any obligation or liability to you under or in respect of [the / any] Insurance.

(c)upon the occurrence of an Event of Default under the Debenture which is continuing and the issuance of a notice to this effect by the Collateral Agent to you (a “Default Notice”) all amounts payable to the Chargor under [the / each] Insurance will be paid to the Collateral Agent at:

Bank:	[ · ]
Account Number:	[ · ]
Account Name:	[ · ]
Sort Code:	[ · ]

or such other account as the Collateral Agent may specify from time to time; and

(d)upon the issuance of a Default Notice any rights of the Chargor in connection with those amounts will be exercisable by, and notices must be given to, the Collateral Agent or as it directs.

Subject to the above, the Chargor will also remain entitled to exercise all of its rights under [the / each] Insurance and you should continue to give notices under [the / each] Insurance to the Chargor, unless and

48

until you receive such a Default Notice from the Collateral Agent to the contrary stating that the Security has become enforceable.

The instructions in this letter may not be revoked or amended without the prior written consent of the Collateral Agent.

Please note on the relevant contracts the Secured Parties’ interest as sole loss payee and the Collateral Agent’s interest as first priority assignee of those amounts and rights and send to the Collateral Agent at [ · ] with a copy to the Chargor the attached acknowledgement confirming your agreement to the above and giving the further undertakings set out in the acknowledgement.

The Chargor acknowledges that you may comply with the instructions in this letter without any further permission from it and without any enquiry by you as to the justification for or validity of any request, notice or instruction.

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Yours faithfully,

[Insert name of Chargor]

49

Part 2 — Form of Letter of Undertaking

To:[Insert name of Collateral Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)

We confirm receipt from [insert name of Chargor] (the “Chargor”) of a notice dated [ · ] of an assignment by the Chargor upon the terms of the Debenture of all amounts payable to it under or in connection with any contract of insurance of whatever nature taken out with us by or on behalf of it or under which it has a right to claim (each an “Insurance”) and all of its rights in connection with those amounts.

Terms used in this letter that are not defined in this letter have the same meaning in this letter as in the Debenture.

A reference in this letter to any amounts excludes all amounts received or receivable under or in connection with any third party liability Insurance and required to settle a liability of the Chargor to a third party.

In consideration of your agreeing to the Chargor continuing its insurance arrangements with us we:

1.accept the instructions contained in the notice and agree to comply with the notice;

2.confirm that we have not received notice of the interest of any third party in those amounts and rights;

3.will not agree to any amendment, waiver or release of any provision in [the / each of those] contract[s] without the prior written consent of the Collateral Agent;

4.undertake to note on [the / each of those] contract[s] the interest of the Secured Parties as sole loss payee and the interest of the Collateral Agent as first priority assignee of those amounts and rights;

5.undertake to name on [the / each of those] contract[s] (other than the third party liability Insurances and the employer’s liability Insurances) the Collateral Agent as co-insured for their separate interests [and to note the Collateral Agent as indemnified party under the Indemnity to Principals clause on [all / each of the] third party liability Insurances and employer’s liability Insurances];

6.upon the issuance of a Default Notice, undertake to pay all amounts under [the / each of those] contract[s] to the Collateral Agent at the account specified in the notice or such other account as the Collateral Agent may specify from time to time;

7.undertake to disclose to you without any reference to or further authority from the Chargor any information relating to [the / each of those] contract[s] which you may at any time request;

8.undertake that [the / each of those] contract[s] shall contain (i) a non invalidation clause whereby [the / each of those] contract[s] shall not be vitiated or avoided as against the Collateral Agent in the event or as a result of any fraud, misrepresentation, or neglect or failure to make disclosure on the part of the Chargor, any tenant or other insured party or breach of any warranty or condition of the insurance policy, in any circumstances beyond the control of the Collateral Agent; (ii) a waiver of all

50

rights of subrogation against the Collateral Agent and the Chargor; (iii) terms providing that [the / each of those] contract[s] shall not be invalidated so far as the Collateral Agent is concerned for failure to pay any premium due without the insurer first giving to the Collateral Agent not less than 30 days’ written notice; (iv) terms providing that we shall give the Collateral Agent not less than 30 days’ written notice of any cancellation or non renewal of insurances and in the case of non renewal, subject to payment being made by or on behalf of the Secured Parties of the pro rata amount of the premium for such 30 day notice period.

9.undertake to notify you of any breach by the Chargor of [the / each of those] contract[s] of which it is aware and to allow you or any of the other Secured Parties to remedy any breach of [the / each of those] contract[s]; and

10.confirm that we have neither claimed nor exercised, nor will claim or exercise any set-off, counterclaim or other right in respect of [the / each of those] contract[s].

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Yours faithfully,

for [Insert name of Insurer]

51

SCHEDULE 3

Forms of Letter for Relevant Contracts

Part 1 — Notice to Counterparty

To:	[Insert name of Counterparty]
Copy:	[Insert name of Collateral Agent]

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)

This letter constitutes notice to you that under the Debenture, [insert name of Chargor] (the “Chargor”) has assigned in favour of [insert name of Collateral Agent] as trustee for the Secured Parties referred to in the Debenture (the “Collateral Agent”) as second priority assignee all of its rights in respect of [insert details of Relevant Contract(s)] (the “Relevant Contract[s]”).

The Chargor confirms that:

(a)it will remain liable under [the / each] Relevant Contract to perform all the obligations assumed by it under [the / that] Relevant Contract; and

(b)none of the Collateral Agent, its agents, any receiver or any other person will at any time be under any obligation or liability to you under or in respect of [the / any] Relevant Contract.

The Chargor will also remain entitled to exercise all of its rights under [the / each] Relevant Contract and you should continue to give notice under [the / each] Relevant Contract to the Chargor, unless and until you receive notice from the Collateral Agent stating that the security has become enforceable.  In this event, all of its rights will be exercisable by, and notices must be given to, the Collateral Agent or as it directs.

The instructions in this letter may not be revoked or amended without the prior written consent of the Collateral Agent.

Please send to the Collateral Agent at [ · ] with a copy to ourselves the attached acknowledgement confirming your agreement to the above and giving the further undertakings set out in the acknowledgement.

The Chargor acknowledges that you may comply with the instructions in this letter without any further permission from it and without any enquiry by you as to the justification for or validity of any request, notice or instruction.

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

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Yours faithfully,

(Authorised signatory)

[Insert name of Chargor]

53

SCHEDULE 4

Shares

Part 1 — Dividend Mandate

To: The Secretary

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)

We refer to:

(A)the [ · ] (the “Shares”) in [ · ] (the “Company”), of which [insert name of Chargor] is entitled to be the registered holder pursuant to transfers of those shares executed by the registered holders thereof; and

(B)the Debenture creating security interests over the Shares, a copy of which is attached, to secure the payment of certain monies, and in particular clause7.2 (Creation of Security) of the Debenture.

We hereby request that following the occurrence of an Event of Default which is continuing and the issuance of a notice to this effect by the Collateral Agent to you:

1.you shall forward to the Collateral Agent, until further written notice by the Collateral Agent, all cash dividends that may become from time to time payable on so many of the Shares as are specified in paragraph (A); and

2.you act in accordance with paragraph 1 and the request therein without requiring further evidence of the identity of the Collateral Agent, the number of the Shares in respect of which the Collateral Agent is entitled under the Debenture to receive dividends or any other matter relating to compliance with, or entitlement under, the Debenture.

This request is irrevocable.  Compliance with this request shall be a good discharge to the Company.

This letter or any non-contractual obligation arising out of or in connection with this letter is governed by the laws of Ireland.

Yours faithfully,

Authorised Signatory

For [Insert name of Chargor]

54

Part 2 — Letter of Authority

To: [Insert name of Collateral Agent] (the “Collateral Agent”)

Date:

Dear Sirs,

Debenture dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] in respect of the shares held by [Insert name of Chargor] in [ · ] (the “Debenture”)

We hereby unconditionally and irrevocably authorise the Collateral Agent to date and otherwise complete the share transfer forms in respect of the above mentioned shares deposited by us with the Collateral Agent and its agents pursuant to the Debenture, as and when the Collateral Agent becomes entitled to date and complete the same pursuant to the terms of the Debenture.

Yours faithfully,

Authorised Signatory

For [Insert name of relevant Chargor]

55

Part 3 — Letter of Resignation

To:	The Directors
	[Insert Company name]
	[Insert Company address]

Date:

Dear Sirs,

I hereby resign as a director of the Company with immediate effect [and confirm that I have no right or claim of whatsoever nature against the Company or any of its subsidiaries for loss of office, redundancy, unfair dismissal or breach of contract or on any other grounds whatsoever].

Please make the appropriate amendments to the Register of Directors.

Kindly also confirm that the appropriate forms have been filed in the Companies Registration Office.

This letter or any non-contractual obligation arising out of or in connection with this letter shall be governed by and construed in accordance with the laws of Ireland.

SIGNED and DELIVERED as a DEED

by

in the presence of:

Witness:

Address:

Occupation:

56

Part 4 — Letter of Authority to Date

To: [Insert name of Collateral Agent] (the “Collateral Agent”)

Date:

Dear Sirs,

[Insert name of Company] (the “Company”)

I hereby unconditionally and irrevocably authorise the Collateral Agent to date the resignation letter in respect of the Company deposited by me with the Collateral Agent pursuant to the debenture dated [ · ] between [Insert name of Chargor] and the Collateral Agent (the “Debenture”), as and when the Collateral Agent becomes entitled to date the same pursuant to the terms of the Debenture.

Signed:
	[Insert name of Director]

57

SCHEDULE 5

Excluded Collateral

58

Signatories (to Debenture)

The Chargor

PRESENT when the Common Seal of

SEAGATE TECHNOLOGY PLC

was affixed hereto:

/s/ Kenneth M. Massaroni

Kenneth M. Massaroni

Director

/s/ Patrick J. O’Malley III

Patrick J. O’Malley III

Director

Address:	C/o Seagate Technology HDD Holdings
	920 Disc Drive
	Scotts Valley
	California 95066
	U.S.A.
Fax:	001-831-439-2353
Attention:	Richard Caloca

In the presence of:

/s/ Demetrios N. Mavrikis

Witness Signature

Name: Demetrios N. Mavrikis

Address: 920 Disc Dr, Scotts Valley, CA 95066

Occupation: Executive Assistant

[Signature Page to Second Priority Debenture – Seagate Technology plc]

The Collateral Agent
SIGNED by	/s/ Maddy Hall
for and on behalf of
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Collateral Agent
in the presence of: /s/ Brian A. Buchanan

Address:	c/o Wells Fargo Bank
	Corporate Trust Services
	707 Wilshire Blvd, 17th Floor
	Los Angeles, CA 90017
Fax:	001-213-614-3355
Attention:	Maddy Hall, CCTS
	Vice President

[Signature Page to Second Priority Debenture – Seagate Technology plc]

EX-10.22

Exhibit 10.22

Mortgage of Shares

in

Seagate Technology

1 March 2010

Seagate Technology plc

(as Mortgagor)

and

JPMorgan Chase Bank, N.A.

(as Mortgagee)

TABLE OF CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION	1
2.	REPRESENTATION AND WARRANTIES	4
3.	COVENANT TO PAY	5
4.	SECURITY	6
5.	RIGHTS IN RESPECT OF MORTGAGED PROPERTY	7
6.	PRESERVATION OF SECURITY	7
7.	ENFORCEMENT OF SECURITY	10
8.	APPOINTMENT OF A RECEIVER	12
9.	POWERS OF A RECEIVER	13
10.	FURTHER ASSURANCES	13
11.	INDEMNITIES	13
12.	POWER OF ATTORNEY	14
13.	EXPENSES	15
14.	RELEASE	16
15.	NOTICES	16
16.	ASSIGNMENTS	16
17.	ADMINISTRATIVE AGENT	16
18.	SET-OFF	17
19.	SUBSEQUENT SECURITY INTERESTS	17
20.	MISCELLANEOUS	17
21.	LAW AND JURISDICTION	17
SCHEDULE 1		21
SCHEDULE 2		23
SCHEDULE 3		25

i

THIS EQUITABLE SHARE MORTGAGE is made on 1 March 2010

BETWEEN

(1)SEAGATE TECHNOLOGY PLC, a company incorporated and existing under the laws of Ireland with its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland (the “Mortgagor”); and

(2)JPMORGAN CHASE BANK, N.A., a company established under the laws of the United States of America as Administrative Agent and trustee for and on behalf of the Secured Parties (the “Administrative Agent” or “Mortgagee”).

WHEREAS

(A)Pursuant to the Credit Agreement, it was agreed that the Mortgagor, as guarantor of the obligations of the Borrower, would provide security over shares in certain of its subsidiaries to the Administrative Agent.

(B)Pursuant to the Schemes of Arrangement (as defined below) becoming effective the Mortgagor will hold legal and beneficial title to the entire issued capital of the Company.

(C)It is an affirmative requirement under the Credit Agreement that the Mortgagor enter into this Mortgage and grant security over the Mortgaged Shares in favour of the Administrative Agent for the benefit of the Secured Parties in respect of the Secured Obligations.

NOW THIS MORTGAGE WITNESSETH

1.DEFINITIONS AND INTERPRETATION

1.1In this Mortgage, unless the context otherwise requires, words and expressions which are capitalised but not defined herein (including in the recitals hereto) shall have the same meanings as are given to them in the Credit Agreement.  In addition, the following definitions shall apply:

“Borrower” means Seagate Technology HDD Holdings;

“Companies Law” means the Companies Law (as amended) of the Cayman Islands;

“Company” means Seagate Technology, an exempted company with limited liability incorporated under the laws of the Cayman Islands with a company number  CR-103072 and having its registered office at P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands;

“Credit Agreement” means the Second Amended and Restated Credit Agreement dated as of 3 April 2009 made among Seagate Technology, the Borrower, the lenders party thereto, the Administrative Agent and the other agents party thereto as varied from time to time;

“Event of Default” means the occurrence of an Event of Default as defined in the Credit Agreement and/or the failure by the Mortgagor to observe or perform any covenant or agreement contained in this Mortgage or any default in the payment of any of the Secured Obligations;

“gross negligence” shall be interpreted according to the laws of the State of New York, United States of America;

“Guarantee Agreement” means the U.S. Guarantee Agreement dated as of 29 April 2009 among Seagate Technology, the Borrower, the Administrative Agent and each of the Subsidiaries listed in Schedule 1 thereto and supplemented by the Mortgagor and Seagate HDD Cayman on

1

or about the date hereof, pursuant to which, inter alia, the Mortgagor guarantees the Secured Obligations as varied from time to time;

“Guarantor” means each of the Mortgagor, Seagate Technology, the Borrower, Seagate HDD Cayman, Seagate Technology International and each of the other subsidiaries of Seagate Technology party to the Guarantee Agreement;

“Initial Shares”  means the entire issued share capital of the Company legally and beneficially held by the Mortgagor pursuant to the Schemes of Arrangement becoming effective;

“Mortgage” means this share mortgage;

“Mortgaged Property” means the Mortgaged Shares and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any of the Mortgaged Shares including:

(a)all dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any Mortgaged Shares;

(b)all shares, securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any Mortgaged Shares (including but not limited to proceeds of sale); and

(c)all certificates or other evidence of title to any of the Mortgaged Shares now and from time to time hereafter deposited with the Administrative Agent;

“Mortgaged Shares” means:

(a)any and all shares (if any) in the capital of the Company legally or beneficially held by the Mortgagor as at the date hereof;

(b)any shares acquired in respect of Mortgaged Shares by reason of a stock split, stock dividend, reclassification or otherwise; and

(c)all other shares in the Company from time to time legally or beneficially owned by the Mortgagor including, without limitation, the Initial Shares acquired by the Mortgagor at the Transaction Time;

“Other Guarantor” means any of the Guarantors other than the Mortgagor;

“Parties” means the parties to this Mortgage;

“Register of Members” means the register of members of the Company maintained by the Company in accordance with the Companies Law;

“Secured Obligations” means the Obligations as such term is defined in the Credit Agreement;

“Security Interest” means:

(a)a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)any other type of arrangement having a similar effect; or

(d)agreements to create the foregoing;

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“Security Period” means the period commencing on the date of the Transaction Time and terminating on the date when all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated and all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank);

“Schemes of Arrangement” means (i) the scheme of arrangement to be approved by the shareholders of Seagate Technology at a meeting held in accordance with an order of the Grand Court of the Cayman Islands (“Cayman Court”); and (ii) the scheme of arrangement supervised by the Cayman Court pursuant to which Seagate Technology will merge with Seagate Cayman Holdings, a wholly-owned subsidiary of Seagate Technology plc, Seagate Technology will survive the merger, Seagate Cayman Holdings will be dissolved and will cease to exist and Seagate Technology will become a direct, wholly-owned subsidiary of Seagate Technology plc, the resulting publicly traded parent of the Seagate group of companies;

“Transaction Time” has the meaning given to it in the Schemes of Arrangement; and

“U.S. Security Agreement” means the U.S. Security Agreement dated as of 29 April 2009 among Seagate Technology, the Borrower, Seagate Technology International, each of the Subsidiaries listed in Schedule 1 thereto and the Administrative Agent as varied from time to time.

1.2In construing this Mortgage (including the recitals), unless otherwise specified:

(a)references to any Party shall be construed so as to include that Party’s respective successors in title, permitted assigns and permitted transferees;

(b)“including” and “in particular” shall not be construed restrictively but shall mean respectively “including, without prejudice to the generality of the foregoing” and “including, without limitation”, and “in particular, but without prejudice to the generality of the foregoing”;

(c)references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); and in each case, its successors and assigns and persons deriving title under or through it, in whole or in part, and any person which replaces any party to any document in its respective role thereunder, whether by assuming the rights and obligations of the party being replaced or whether by executing a document in or substantially in the form of the document it replaces;

(d)“variation” includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and “vary” and “varied” shall be construed accordingly;

(e)“writing” includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Mortgage to be signed and “written” has a corresponding meaning;

(f)references to the “consent” of the Administrative Agent shall be construed as the consent of the Administrative Agent acting in its absolute discretion;

(g)subject to Clause 20.3, references to this Mortgage or to any other document include references to this Mortgage or such other document as varied in any manner from time to time, even if changes are made to:

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(i)the composition of the parties to this Mortgage or such other document or to the nature or amount (including any increase) of any facilities made available under such other document; or

(ii)the nature or extent of any obligations under such other document;

(h)references to uncertificated shares are to shares the title to which can be transferred by means of an electronic or other entry and references to certificated shares are to shares which are not uncertificated shares;

(i)references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine or neuter and vice versa;

(j)references to clauses and schedules are to clauses of, and schedules to, this Mortgage;

(k)references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;

(l)headings and titles are for convenience only and do not affect the interpretation of this Mortgage;

(m)an Event of Default is “continuing” if it has not been remedied or waived; and

(n)this Mortgage is a “Security Document” under the terms of the Credit Agreement.

2.REPRESENTATION AND WARRANTIES

2.1The Mortgagor hereby represents and warrants to the Administrative Agent and each Secured Party on the date of the Transaction Time with respect to all representations and warranties in this Clause 2.1 and with respect to Clause 2.1(h)(i); (i) and (j) on the date of this Mortgage that:

(a)the Mortgagor is the sole legal and beneficial owner of the Mortgaged Property free from any Security Interest (other than that created by this Mortgage or permitted under the Loan Documents) or other interest and any options or rights of pre-emption;

(b)the Mortgaged Shares represent 100% (one hundred percent) of the issued shares of the Company;

(c)any Mortgaged Shares are, or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a Cayman Islands exempted company.  To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be;

(d)no person has or is entitled to any conditional or unconditional option, warrant or other right to subscribe for, purchase or otherwise acquire any issued or unissued shares, or any interest in shares, in the capital of the Company;

(e)the Mortgaged Shares are not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, return of any amount paid on account of shares or otherwise which are not expressly set out in the memorandum and articles of association of the Company;

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(f)there are no covenants, agreements, conditions, interest, rights or other matters whatsoever which adversely affect the Mortgaged Property;

(g)the Mortgagor has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Property or any interest in the Mortgaged Property;

(h)the Mortgagor has full power and authority to:

(i)execute and deliver this Mortgage and the other Loan Documents to which it is a party;

(ii)be the legal and beneficial owner of the Mortgaged Property; and

(iii)comply with the provisions of, and perform all its obligations under this Mortgage and the other Loan Documents to which it is a party;

(i)it is able to pay its debts as they fall due and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:

(i)winding up, dissolution or reorganisation;

(ii)the enforcement of any Security Interest over its assets; or

(iii)the appointment of a liquidator, receiver, examiner, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;

(j)all licences, consents, exemptions, clearance filings, registration, payments of taxes, notarisation and authorisations as are or may be necessary or desirable for the proper conduct of its business, trade, and ordinary activities and for the performance and discharge of its obligations and liabilities under this Mortgage and each other Loan Document to which the Mortgagor is a party and which are required in connection with the execution, delivery, validity, enforceability or admissibility in evidence of this Mortgage and each other Loan Document to which the Mortgagor is a party and the creation of security over the Mortgaged Property have been obtained and are in full force and effect;

(k)it has not taken any action whereby the rights attaching to the Mortgaged Property are altered or diluted save to the extent such alteration or dilution is expressly permitted under this Mortgage or any other Loan Document; and

(l)this Mortgage is effective to create a valid and enforceable first priority equitable mortgage and first priority fixed charge upon the Mortgaged Property in favour of the Administrative Agent ranking in priority to any claims by any liquidator (or similar officer) or creditor of the Mortgagor.

2.2The Mortgagor also represents and warrants to and undertakes with the Administrative Agent that the foregoing representations and warranties will be true and accurate throughout the continuance of this Mortgage with reference to the facts and circumstances subsisting from time to time.

3.COVENANT TO PAY

The Mortgagor hereby covenants with the Administrative Agent as primary obligor and not merely as surety to pay and discharge the Secured Obligations in the manner provided in the relevant Loan Documents.

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4.SECURITY

4.1As a continuing security for the payment and discharge of the Secured Obligations, the Mortgagor as legal and beneficial owner hereby:

(a)mortgages to the Administrative Agent, by way of a first equitable mortgage, the Mortgaged Shares;

(b)charges to the Administrative Agent, by way of a first fixed charge, all of its right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property; and

(c)assigns, and agrees to assign, absolutely by way of security to the Administrative Agent all its rights, present and future, relating to any of the Mortgaged Property.

4.2The Mortgagor hereby agrees to deliver, or cause to be delivered, to the Administrative Agent on the date of the Transaction Time:

(a)copies of the memorandum and articles of association and board and committee resolutions of the Mortgagor required to authorise the execution of this Mortgage;

(b)an executed but undated share transfer certificate in the form set out in Schedule 1 to this Mortgage and any other documents which from time to time may be requested by the Administrative Agent in order to enable the Administrative Agent or its nominees to be registered as the owner or otherwise obtain legal title to the Mortgaged Shares;

(c)all share certificates (if any) representing the Mortgaged Shares and a certified copy of the Register of Members of the Company showing the Mortgagor as registered owner of the Mortgaged Shares;

(d)an executed irrevocable proxy and power of attorney made in respect of the Mortgaged Shares in favour of the Administrative Agent in the form set out in Schedule 2 to this Mortgage;

(e)an executed irrevocable letter of instructions from the Company to its registered office provider appointing an instructing party for the Company in the form set out in Schedule 3 of this Mortgage; and

(f)a copy of the special resolution passed by the Mortgagor in the form agreed by the parties.

4.3The Mortgagor will procure that there shall be no increase in the issued share capital of the Company (other than by way of an issuance of further shares to the person in whose name the Mortgaged Shares are registered) without the prior consent in writing of the Administrative Agent.

4.4The Mortgagor will deliver, or cause to be delivered, to the Administrative Agent immediately upon (without prejudice to Clause 4.3) the issue of any further Mortgaged Shares following the date of the Transaction Time, the items listed in Clauses 4.2(b) and 4.2(c) in respect of all such further Mortgaged Shares.

4.5The Mortgagor shall, immediately after the Transaction Time, procure that any existing notation (if any) be deleted and that the following notation be entered on the Register of Members of the Company:

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“All the ordinary shares issued as fully paid up and registered in the name of Seagate Technology plc are mortgaged and charged in favour of JPMorgan Chase Bank, N.A. pursuant to a share mortgage dated 1 March  2010, as amended from time to time.”

4.6The Mortgagor shall, on the date of the Transaction Time, provide the Administrative Agent with a certified true copy of the Register of Members of the Company with the annotation referred to in Clause 4.5.

5.RIGHTS IN RESPECT OF MORTGAGED PROPERTY

5.1Unless and until the declaration by the Administrative Agent of an occurrence of an Event of Default:

(a)the Mortgagor shall be entitled to exercise all voting and consensual powers pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the terms of this Mortgage or the other Loan Documents; and

(b)the Mortgagor shall be entitled to receive and retain any dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof.

5.2The Administrative Agent shall not have any duty to ensure that any dividends, interest or other moneys and assets receivable in respect of the Mortgaged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Mortgaged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption, bonus, rights, preference, or otherwise on or in respect of, any of the Mortgaged Property.

5.3The Mortgagor hereby authorises the Administrative Agent to arrange at any time and from time to time after the occurrence of an Event of Default for the Mortgaged Property or any part thereof to be registered in the name of the Administrative Agent (or its nominee) thereupon to be held, as so registered, subject to the terms of this Mortgage and, at the request of the Administrative Agent, the Mortgagor shall without delay procure that the foregoing shall be done.

6.PRESERVATION OF SECURITY

6.1It is hereby agreed and declared that:

(a)the security created by this Mortgage shall be held by the Administrative Agent as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)the Administrative Agent shall not be bound to enforce any other security before enforcing the security created by this Mortgage;

(c)no delay or omission on the part of the Administrative Agent in exercising any right, power or remedy under this Mortgage shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Administrative Agent may deem expedient; and

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(d)any waiver by the Administrative Agent of any terms of this Mortgage shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2Any settlement or discharge under this Mortgage between the Administrative Agent and the Mortgagor shall be conditional upon no security or payment to the Administrative Agent by the Company or the Mortgagor or any other person (including, without limitation, any Other Guarantor) being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Administrative Agent shall be entitled to enforce this Mortgage as if such settlement or discharge had not been made, provided that such settlement or discharge shall become unconditional six months and one day after the date of such settlement or discharge.

6.3The rights of the Administrative Agent under this Mortgage and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Company, the Mortgagor, the Administrative Agent or any other person:

(a)any time or waiver granted to or composition with the Company, the Mortgagor or any other person;

(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company, the Mortgagor or any other person;

(c)any legal limitation, disability, incapacity or other circumstances relating to the Company, the Mortgagor or any other person;

(d)any amendment or supplement to any Loan Document or any other document or security (including any amendment the effect of which is to change the nature or amount of any facilities made available thereunder or to change the nature or extent of any obligations thereunder);

(e)the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the Company, the Mortgagor or any other person; or

(f)the unenforceability, invalidity or frustration of any obligations of the Company, the Mortgagor or any other person under any Loan Document or any other document or security.

6.4During the Security Period, the Mortgagor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Administrative Agent of its rights under, or the security constituted by, this Mortgage or any Loan Document or by virtue of any relationship between or transaction involving the Mortgagor and/or the Company (whether such relationship or transaction shall constitute the Mortgagor a creditor of the Company, a guarantor of the obligations of the Company or in part subrogated to the rights of others against the Company or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Mortgage):

(a)exercise any rights of subrogation against the Company or any other person in relation to any rights, security or moneys held or received or receivable by the Administrative Agent or any person;

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(b)exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)exercise any right of set-off or counterclaim against the Company or any such co-surety;

(d)receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or

(e)unless so directed by the Administrative Agent (when the Mortgagor will prove in accordance with such directions), claim as a creditor of the Company or any such co-surety in competition with the Administrative Agent.

The Mortgagor shall hold in trust for the Administrative Agent and forthwith pay or transfer (as appropriate) to the Administrative Agent any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

6.5During the Security Period, the Administrative Agent may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Administrative Agent for as long as it may think fit, any moneys received recovered or realised under this Mortgage or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Loan Documents; provided that the Administrative Agent shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Administrative Agent in any such account or accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

6.6The Mortgagor shall not, without the prior written consent of the Administrative Agent:

(a)cause or permit any rights attaching to the Mortgaged Property to be varied or abrogated;

(b)cause or permit any of the Mortgaged Property to be consolidated, sub-divided or converted or the capital of the Company to be re-organised, exchanged or repaid; or

(c)cause or permit anything to be done which may depreciate, jeopardise or otherwise prejudice the value of the security hereby given.

6.7The Mortgagor hereby covenants that during the Security Period it will remain the legal and beneficial owner of the Mortgaged Property (subject to the Security Interests hereby created) and that it will not (other than as permitted by the Loan Documents):

(a)create or suffer the creation of any Security Interests (other than those created by this Mortgage) or any other interest on or in respect of the whole or any part of the Mortgaged Property or any of its interest therein;

(b)sell, assign, transfer or otherwise dispose of any of its interest in the Mortgaged Property without the prior consent in writing of the Administrative Agent; or

(c)permit the Register of Members to be maintained outside of the Cayman Islands or by a service provider other than the person to whom the letter of instructions in Schedule 3 has been given (unless in the later case, the Mortgagor has provided a new letter of instructions substantially in the form of Schedule 3 by the new service provider).

6.8The Mortgagor shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Administrative Agent shall be under no obligation of any kind

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whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Mortgagor to perform its obligations in respect thereof.

6.9The Mortgagor shall ensure that it shall not, without the prior written consent of the Administrative Agent, use its voting rights to permit the Company to amend its memorandum or articles of association in a way which could be expected to adversely affect the interests of the Administrative Agent or any of the Secured Parties.

6.10The Mortgagor shall procure that the Company shall not:

(a)create or permit to subsist any Security Interest upon the whole or any part of its assets, except as permitted by the Loan Documents;

(b)register any transfer of the Mortgaged Shares to any person (except to the Administrative Agent or its nominees pursuant to the provisions of this Mortgage);

(c)issue any replacement share certificates in respect of any of the Mortgaged Shares;

(d)continue its existence under the laws of any jurisdiction other than the Cayman Islands;

(e)do anything which might result in the Company being struck off the register as an exempted company;

(f)issue, allot or grant warrants or options with respect to any additional shares;

(g)exercise any rights of forfeiture over any of the Mortgaged Shares; or

(h)purchase, redeem, otherwise acquire, cancel, sub-divide, amalgamate, reclassify or otherwise restructure any of the Mortgaged Property,

during the Security Period without the prior written consent of the Administrative Agent.

6.11The Mortgagor shall procure that the Company shall irrevocably consent to any transfer of the Mortgaged Shares by the Administrative Agent or its nominee to any other person pursuant to the exercise of the Administrative Agent’s rights under this Mortgage.

6.12The Mortgagor shall not, without the prior written consent of the Administrative Agent, participate in any vote concerning a members’ liquidation or compromise pursuant to the Companies Law.

7.ENFORCEMENT OF SECURITY

7.1At any time after the occurrence of an Event of Default or if a demand is made for the payment of the Secured Obligations, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Administrative Agent under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Administrative Agent without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent:

(a)solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Administrative Agent may think fit;

(b)date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage;

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(c)receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Administrative Agent, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by the Mortgagor for the Administrative Agent and paid or transferred to the Administrative Agent on demand;

(d)take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Administrative Agent may deem fit, and thereupon the Administrative Agent shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members;

(e)borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise);

(f)settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Mortgagor or relating to the Mortgaged Property;

(g)bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property or any business of the Mortgagor;

(h)redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property;

(i)exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Administrative Agent would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property;

(j)do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Administrative Agent under or by virtue of any document to which the Mortgagor is party; and

(k)exercise all rights and remedies afforded to it under this Mortgage and applicable law.

7.2The Administrative Agent shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Administrative Agent by this Mortgage or to which the Administrative Agent may at any time be entitled hereunder.

7.3Upon any sale of the Mortgaged Property or any part thereof by the Administrative Agent, the purchaser shall not be bound to see or enquire whether the Administrative Agent’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Administrative Agent, and the receipt of the Administrative Agent for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

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7.4Any money received or realised by the Administrative Agent under the powers conferred by this Mortgage shall be paid or applied in a manner consistent with Section 6.02 of the U.S. Security Agreement.

7.5During the Security Period, the Administrative Agent may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

7.6Neither the Administrative Agent nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty or wilful default.

7.7The Administrative Agent shall not, by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof, be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which an Administrative Agent-in-possession might be liable.

8.APPOINTMENT OF A RECEIVER

8.1At any time after:

(a)the occurrence of an Event of Default; or

(b)a request has been made by the Mortgagor to the Administrative Agent for the appointment of a receiver over its assets or in respect of the Mortgagor,

then notwithstanding the terms of any other agreement between the Mortgagor and any person, the Administrative Agent may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Mortgaged Property as the Administrative Agent may choose in its entire discretion.

8.2Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Administrative Agent shall specify to the contrary.

8.3The Administrative Agent may from time to time determine the remuneration of a receiver.

8.4The Administrative Agent may remove a receiver from all or any of the Mortgaged Property of which he is the receiver and after the receiver has vacated office or ceased to act in respect of any of the Mortgaged Property, appoint a further receiver over all or any of the Mortgaged Property in respect of which he shall have ceased to act.

8.5Such an appointment of a receiver shall not preclude:

(a)the Administrative Agent from making any subsequent appointment of a receiver over all or any Mortgaged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)the appointment of an additional receiver to act while the first receiver continues to act.

8.6The receiver shall be the agent of the Mortgagor (which shall be solely liable for his acts, defaults and remuneration) unless and until the Mortgagor is placed into liquidation, after which time he shall act as principal. The receiver shall not at any time become the agent of the Administrative Agent.

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9.POWERS OF A RECEIVER

9.1In addition to those powers conferred by law, a receiver shall have and be entitled to exercise in relation to the Mortgagor all the powers set forth below:

(a)to exercise all rights of the Administrative Agent under or pursuant to this Mortgage, including all voting and other rights attaching to the Mortgaged Property;

(b)to make any arrangement or compromise with others as he shall think fit;

(c)to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Mortgagor; and

(f)to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Mortgaged Property or the value thereof.

10.FURTHER ASSURANCES

10.1The Mortgagor shall at its own expense promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Administrative Agent may reasonably specify and in such form as the Administrative Agent may reasonably require in order to:

(a)perfect or protect the security created or intended to be created under or evidenced by this Mortgage (which may include the execution of a charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Mortgage) or for the exercise of any rights, powers and remedies of the Administrative Agent provided by or pursuant to this Mortgage, the Loan Documents or by law; or

(b)following an Event of Default, facilitate the realisation of the assets which are, or are intended to be, the subject of this Mortgage.

10.2Without limiting the other provisions of this Mortgage, the Mortgagor shall at its own expense take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Administrative Agent by or pursuant to this Mortgage.

11.INDEMNITIES

11.1The Mortgagor will indemnify and save harmless the Administrative Agent, any receiver and each agent or attorney appointed under or pursuant to this Mortgage from and against any and all reasonable expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered,

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incurred or made by the Administrative Agent or such agent or attorney other than as a result of the gross negligence or wilful default of the Mortgagee:

(a)in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Mortgage;

(b)in the preservation or enforcement of the Administrative Agent’s rights under this Mortgage or the priority thereof;

(c)on the release of any part of the Mortgaged Property from the security created by this Mortgage; or

(d)arising out of any breach by the Mortgagor of any term of this Mortgage,

and the Administrative Agent or such receiver, agent or attorney may retain and pay all sums in respect of the same amout of money received under the powers conferred by this Mortgage.  All amounts suffered, incurred or paid by the Administrative Agent or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 11.1 shall require the Mortgagor to indemnify and save harmless the Administrative Agent from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Administrative Agent as a result of the Administrative Agent’s dishonesty or wilful default.

11.2If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Mortgagor or the bankruptcy or liquidation of the Mortgagor or for any other reason any payment under or in connection with this Mortgage is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Mortgage (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Administrative Agent when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Mortgage, the Mortgagor, as a separate and independent obligation, shall indemnify and hold harmless the Administrative Agent against the amount of such shortfall.  For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Administrative Agent is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

12.POWER OF ATTORNEY

12.1The Mortgagor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Administrative Agent and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

(a)to execute and complete in favour of the Administrative Agent or its nominees or of any purchaser any documents which the Administrative Agent may from time to time require for perfecting the Administrative Agent’s title to, for vesting any of the assets and property hereby mortgaged, or charged in the Administrative Agent or its nominees or in any purchaser or for any of the purposes contemplated in Clause 7.1 hereof;

(b)after the occurrence of an Event of Default, to give effectual discharges for payments, to take and institute on non-payment (if the Administrative Agent in its sole discretion so decides) all steps and proceedings in the name of the Mortgagor or of the Administrative Agent for the recovery of such moneys, property and assets hereby mortgaged or charged;

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(c)after the declaration by the Administrative Agent of an Event of Default, to agree accounts and make allowances and give time or other indulgence to any surety or other person liable;

(d)so as to enable the Administrative Agent to carry out in the name of the Mortgagor any obligation imposed on the Mortgagor by this Mortgage (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Mortgaged Property and the exercise of all the Mortgagor’s rights and discretions in relation to the Mortgaged Property);

(e)so as to enable the Administrative Agent and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Mortgage or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal and beneficial owner of the Mortgaged Property), and

(f)generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid.

12.2The power hereby conferred shall be a general power of attorney and the Mortgagor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to herein, the exercise by the Administrative Agent of such power shall be conclusive evidence of its right to exercise the same.

13.EXPENSES

13.1The Mortgagor shall pay to the Administrative Agent on demand all reasonable costs, fees and expenses (including, but not limited to, properly incurred legal fees and expenses) and taxes thereon incurred by the Administrative Agent or for which the Administrative Agent may become liable in connection with:

(a)the negotiation, preparation and execution of this Mortgage;

(b)the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Mortgage or the priority hereof;

(c)any variation of, or amendment or supplement to, any of the terms of this Mortgage; or

(d)any consent or waiver required from the Administrative Agent in relation to this Mortgage,

and in the case referred to in Clauses 13.1(c) and 13.1(d), regardless of whether the same is actually implemented, completed or granted, as the case may be.

13.2The Mortgagor shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Mortgage may be subject or give rise and shall indemnify the Administrative Agent on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Mortgagor to pay any such duties or taxes.

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14.RELEASE

14.1Subject to Clause 14.2, when all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank), the Administrative Agent shall (at the request and cost of the Mortgagor) execute such documents and do all such reasonable acts as may be necessary to release the Mortgaged Property from the security constituted by this Mortgage.  Such release shall not prejudice the rights of the Administrative Agent under Clause 11.

14.2If the Administrative Agent considers in good faith that any amount received in payment or purported payment of the Secured Obligations (whether received from or paid by the Borrower, any Other Guarantor or any other relevant person) is capable of being avoided or reduced by virtue of any insolvency or other similar laws:

(a)the liability of the Mortgagor under this Mortgage and the security constituted by this Mortgage shall continue and such amount shall not be considered to have been irrevocably paid; and

(b)the Administrative Agent may keep any security held by it in respect of the Mortgagor’s liability under the Loan Documents in order to protect the Secured Parties against any possible claim under insolvency law for up to six years after all Secured Obligations have been satisfied.  If a claim is made against a Secured Party within that period, the Administrative Agent may keep the security until that claim has finally been dealt with.

15.NOTICES

Any notice or other communication given or made under or in connection with the matters contemplated by this Mortgage shall be provided in accordance with Section 9.01 of the Credit Agreement (with any notice to the Mortgagor prior to the Transaction Time to be delivered care of the Borrower).

16.ASSIGNMENTS

16.1This Mortgage shall be binding upon and shall enure to the benefit of the Mortgagor, the Administrative Agent and each of their respective successors and (subject to clauses 16.2 and 16.3) assigns and references in this Mortgage to any of them shall be construed accordingly.

16.2The Mortgagor may not assign or transfer all or any part of its rights and/or obligations under this Mortgage.

17.ADMINISTRATIVE AGENT

17.1The Administrative Agent holds the benefit of this Mortgage (and any other security created in its favour pursuant to this Mortgage) as agent for and on behalf of the Secured Parties pursuant to the terms of the Credit Agreement.  The retirement of the person for the time being acting as Administrative Agent and the appointment of a successor shall be effected in the manner provided for in the Credit Agreement.

17.2Nothing in this Mortgage shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Administrative Agent.

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18.SET-OFF

18.1The Mortgagor authorises the Administrative Agent (but the Administrative Agent shall not be obliged to exercise such right), after the occurrence of an Event of Default to set off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Administrative Agent to the Mortgagor.

19.SUBSEQUENT SECURITY INTERESTS

19.1If the Administrative Agent at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Mortgaged Property or any assignment or transfer of the Mortgaged Property which is prohibited by the terms of this Mortgage, all payments thereafter by or on behalf of the Mortgagor to the Administrative Agent shall be treated as having been credited to a new account of the Mortgagor and not as having been applied in reduction of the Secured Obligations as at the time when the Administrative Agent received such notice.

20.MISCELLANEOUS

20.1The Administrative Agent, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Administrative Agent under this Mortgage in relation to the Mortgaged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Administrative Agent may think fit.  The Administrative Agent shall not be in any way liable or responsible to the Mortgagor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Administrative Agent has acted reasonably in selecting such delegate.

20.2If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Mortgage or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

20.3This Mortgage (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

20.4Each document, instrument, statement, report, notice or other communication delivered in connection with this Mortgage shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing version and upon which in all cases the Administrative Agent and the Secured Parties shall be entitled to rely.

20.5This Mortgage may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

20.6The parties intend that this Mortgage take effect as a deed notwithstanding the fact that the Administrative Agent may only execute it under hand.

21.LAW AND JURISDICTION

21.1This Mortgage shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this clause shall affect the right of the Administrative Agent to serve process in any manner permitted by law or limit the right of the

17

Administrative Agent to take proceedings with respect to this Mortgage against the Mortgagor in any jurisdiction nor shall the taking of proceedings with respect to this Mortgage in any jurisdiction preclude the Administrative Agent from taking proceedings with respect to this Mortgage in any other jurisdiction, whether concurrently or not.

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IN WITNESS whereof this Equitable Share Mortgage has been entered into by the parties and executed as a deed on the day and the year first before written.

GIVEN under the Common Seal of		)
SEAGATE TECHNOLOGY PLC		)
in the presence of:		)
			/s/ Kenneth M. Massaroni
			Kenneth M. Massaroni
			Director
			/s/ Patrick J. O’Malley III
			Patrick J. O’Malley III
			Director
in the presence of:
/s/ Saralyn D. Brown
Signature of Witness
Name:	Saralyn D. Brown
Address:	920 Disc Drive, Scotts Valley, CA 95066
Occupation:	Executive Assistant

[Signature Page to Mortgage of Shares in Seagate Technology]

EXECUTED AS A DEED by JPMORGAN CHASE BANK, N.A.:	)	/s/ Sharon Bazbaz
	)	Duly Authorised Signatory
	)
	)	Sharon Bazbaz
	)	Vice President

in the presence of:
/s/ Anne Marie Pellegrino
Signature of Witness
Name:	Anne Marie Pellegrino
Address:	JPMorgan Chase Bank, NA, 383 Madison Ave, New York, NY 10179
Occupation:	Administrative Assistant

[Signature Page to Mortgage of Shares in Seagate Technology]

SEAGATE TECHNOLOGY

(THE “COMPANY”)

SHARE TRANSFER CERTIFICATE

[LEFT UNDATED]

SHARE TRANSFER CERTIFICATE DATED                                                    

Seagate Technology plc (the “Transferor”) does hereby transfer to                                                                (the “Transferee”) [ ] shares in the capital of the Company (the “Shares”) of a par value of                each.

SIGNED by the Transferor by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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And I/we do hereby agree to take the Shares.

SIGNED by the Transferee by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

22

Schedule 2

IRREVOCABLE APPOINTMENT OF PROXY

SEAGATE TECHNOLOGY

(THE “COMPANY”)

The undersigned being the legal and beneficial owner of all of the issued and outstanding shares of US$0.00001 par value each (the “Shares”) in the Company, an exempted company incorporated with limited liability in the Cayman Islands hereby irrevocably, with respect to the Company:

1.makes, constitutes and appoints JPMORGAN CHASE BANK, N.A. (the “Proxy”) as the irrevocable proxy of the undersigned with full power to appoint a nominee or nominees to act hereunder from time to time and to have all other rights and entitlements of an “Irrevocable Proxy (as such term is defined in the Articles of Association of the Company) under the Articles of Association of the Company, including to vote the Shares and all other shares in the Company from time to time legally owned by the undersigned (the “Shares”) registered in its name at all general meetings of shareholders of the Company with the same force and effect as the undersigned might or could do and to requisition and convene a meeting or meetings of the shareholders of the Company for the purpose of considering any resolution of the members of the Company in respect of any proposal to amend the Memorandum of Association and/or the Articles of Association with respect to those provisions inserted pursuant to a Special Resolution of the Company passed on or about the Transaction Time (as defined in the Mortgage) (the “Reserved Matter”);

2.makes, constitutes and appoints the Proxy as the true and lawful attorney-in-fact of the undersigned to approve, complete, amend, execute and deliver any resolution in writing concerning any Reserved Matter or sign any approval in writing concerning any Reserved Matter as contemplated in the Articles of Association of the Company in the name of and on behalf of the undersigned, and the undersigned hereby ratifies and confirms all that the said Proxy or its nominee or nominees shall do or cause to be done by virtue hereof.

The Shares are the subject of a mortgage (the “Mortgage”) dated 1 March 2010, between the Proxy and Seagate Technology plc as mortgagor.

The power of attorney hereby granted is granted irrevocably for full value as part of the security constituted hereby to secure proprietary interests of and the performance of obligations owed to JPMorgan Chase Bank, N.A. within the meaning of the Powers of Attorney Law (1996 Revision) of the Cayman Islands and the undersigned hereby acknowledges the same.

The power of attorney granted hereunder (and the appointment of the Proxy as irrevocable proxy of the undersigned) shall be governed by and construed in accordance with the laws of the Cayman Islands and shall be irrevocable until the discharge and release of the Mortgage.

IN WITNESS whereof this Instrument is executed as a deed the day and year first above written.

GIVEN under the Common Seal of	)
SEAGATE TECHNOLOGY PLC	)
in the presence of:	)
		Director
		Director/Secretary*

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in the presence of:

Signature of Witness

Name:

Address:

Occupation:

24

SCHEDULE 3

FORM OF LETTER OF INSTRUCTIONS TO REGISTERED OFFICE PROVIDER APPOINTING INSTRUCTING PARTY

SEAGATE TECHNOLOGY

(THE “COMPANY”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

1 March 2010

MAPLES CORPORATE SERVICES LIMITED (“MCS”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

Dear Sirs

INSTRUCTIONS TO THE REGISTERED OFFICE PROVIDER APPOINTING INSTRUCTING PARTY

We hereby notify you that pursuant to a mortgage (the “Mortgage”) dated 1 March 2010 between JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent” or “Mortgagee”) and Seagate Technology plc as mortgagor (the “Mortgagor”), the Mortgagor has granted a security interest in favour of the Mortgagee over all the shares standing in its name in the Company and all other shares in the Company from time to time legally or beneficially owned by the Mortgagor (the “Shares”).

We refer to the registered office agreement dated 1 January 2002 between MCS and the Company (the “RO Agreement”) and hereby agree that such agreement shall be deemed to be amended by the following. At any time after the Mortgagee notifies you in writing that an Event of Default (as defined in the Mortgage) has occurred you are hereby authorised and entitled to rely upon the instructions of the Mortgagee to register the Mortgagee or its nominee (as the Mortgagee may direct) as the registered holder of the Shares pursuant to the Mortgage and to otherwise comply with any directions or instructions from the Mortgagee in relation thereto.

Such authorisation and entitlement to rely upon the instructions of the Mortgagee shall terminate upon the discharge and release of the Mortgage.

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Please confirm by countersigning below that you agree to such amendment of the RO Agreement.

Yours faithfully

Authorised Signatory for and on behalf of the Company

Acknowledged and agreed.

Authorised Signatory for and on behalf of Maples Corporate Services Limited

26

EX-10.23

Exhibit 10.23

Second Priority Mortgage of Shares

in

Seagate Technology

1 March 2010

Seagate Technology plc

(as Mortgagor)

and

Wells Fargo Bank, National Association

(as Mortgagee)

TABLE OF CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION	1
2.	REPRESENTATION AND WARRANTIES	4
3.	COVENANT TO PAY	6
4.	SECURITY	6
5.	RIGHTS IN RESPECT OF MORTGAGED PROPERTY	7
6.	PRESERVATION OF SECURITY	8
7.	ENFORCEMENT OF SECURITY	11
8.	APPOINTMENT OF A RECEIVER	12
9.	POWERS OF A RECEIVER	13
10.	FURTHER ASSURANCES	13
11.	INDEMNITIES	14
12.	POWER OF ATTORNEY	15
13.	EXPENSES	16
14.	RELEASE	16
15.	NOTICES	16
16.	ASSIGNMENTS	17
17.	COLLATERAL AGENT	17
18.	SET-OFF	17
19.	SUBSEQUENT SECURITY INTERESTS	17
20.	MISCELLANEOUS	17
21.	LAW AND JURISDICTION	18
22.	INTERCREDITOR AGREEMENT	18
SCHEDULE 1		21
SCHEDULE 2		23
SCHEDULE 3		25

i

THIS EQUITABLE SHARE MORTGAGE is made on 1 March 2010

BETWEEN

(1)SEAGATE TECHNOLOGY PLC, a company incorporated and existing under the laws of Ireland with its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland (the “Mortgagor”); and

(2)WELLS FARGO BANK, NATIONAL ASSOCIATION, a company established under the laws of the United States of America as Collateral Agent and trustee for and on behalf of the Secured Parties (the “Collateral Agent” or “Mortgagee”).

WHEREAS

(A)Pursuant to the Indenture, Seagate Technology International, an exempted company with limited liability incorporated under the laws of the Cayman Islands, as Issuer (the “Issuer”) has issued USD430,000,000 in aggregate principal amount of 10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”) guaranteed by the Mortgagor as Guarantor.

(B)In order to secure the Obligations of the Mortgagor under the Note Guaranty, the Indenture and the Notes, the Mortgagor has agreed to grant security over the Mortgaged Shares in favour of the Collateral Agent for the benefit of the Secured Parties in respect of the Secured Obligations.

(C)The Security Interests granted hereunder in respect of the Mortgaged Shares are subject to the terms, conditions and provisions of the Intercreditor Agreement in all respects.

NOW THIS MORTGAGE WITNESSETH

1.DEFINITIONS AND INTERPRETATION

1.1In this Mortgage, unless the context otherwise requires, words and expressions which are capitalised but not defined herein (including in the recitals hereto) shall have the same meanings as are given to them in the Indenture.  In addition, the following definitions shall apply:

“Companies Law” means the Companies Law (as amended) of the Cayman Islands;

“Company” means Seagate Technology, an exempted company with limited liability incorporated under the laws of the Cayman Islands with a company number  CR-103072 and having its registered office at P.O Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands;

“Event of Default” means the occurrence of an Event of Default as defined in the Indenture and/or the failure by the Mortgagor to observe or perform any covenant or agreement contained in this Mortgage or any default in the payment of any of the Secured Obligations;

“First Priority Obligation” has the meaning given to it in the Intercreditor Agreement;

“First Priority Secured Party” means JPMorgan Chase Bank, N.A. as administrative agent under the Senior Credit Facility or any other administrative agent under a Senior Credit Facility that is a First Priority Obligation;

“First Priority Share Mortgage” means the Equitable Share Mortgage dated 1 March 2010 between the Mortgagor and the First Priority Secured Party as varied from time to time;

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“gross negligence” shall be interpreted according to the laws of the State of New York, United States of America;

“Guarantor” means each of the Company and certain other subsidiaries of the Company, all of which entities have guaranteed the Notes under the Indenture;

“Indenture” means the Indenture dated as of 1 May 2009 and made among the Issuer, the Company, Wells Fargo Bank, N.A. as trustee and the other guarantors party thereto as varied from time to time;

“Indenture Documents” has the meaning given to it in the U.S. Security Agreement;

“Initial Shares” means the entire issued share capital of the Company legally and beneficially held by the Mortgagor pursuant to the Schemes of Arrangement becoming effective;

“Intercreditor Agreement” means the Intercreditor Agreement dated 1 May 2009 among the Collateral Agent, JPMorgan Chase Bank, N.A., the Company, the Issuer, Seagate Technology HDD Holdings and the other parties thereto as amended from time to time;

“Mortgage” means this share mortgage;

“Mortgaged Property” means the Mortgaged Shares and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any of the Mortgaged Shares including:

(a)all dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any Mortgaged Shares;

(b)all shares, securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any Mortgaged Shares (including but not limited to proceeds of sale); and

(c)all certificates or other evidence of title to any of the Mortgaged Shares now and from time to time hereafter deposited with the Collateral Agent;

“Mortgaged Shares” means:

(a)any and all shares (if any) in the capital of the Company legally or beneficially held by the Mortgagor as at the date hereof;

(b)any shares acquired in respect of Mortgaged Shares by reason of a stock split, stock dividend, reclassification or otherwise; and

(c)all other shares in the Company from time to time legally or beneficially owned by the Mortgagor including, without limitation, the Initial Shares acquired by the Mortgagor at the Transaction Time;

“Note Guaranty” means the guaranty of the Notes by the Mortgagor as Guarantor pursuant to the Indenture as varied from time to time;

“Other Guarantor” means any of the Guarantors;

“Parties” means the parties to this Mortgage;

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“Register of Members” means the register of members of the Company maintained by the Company in accordance with the Companies Law;

“Secured Obligations” has the meaning given to it in the U.S. Security Agreement;

“Security Interest” means:

(a)a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)any other type of arrangement having a similar effect; or

(d)agreements to create the foregoing;

“Security Period” means the period commencing on the date of Transaction Time and terminating on the date when all the Secured Obligations have been discharged in full;

“Schemes of Arrangement” means (i) the scheme of arrangement to be approved by the shareholders of Seagate Technology at a meeting held in accordance with an order of the Grand Court of the Cayman Islands (“Cayman Court”); and (ii) the scheme of arrangement supervised by the Cayman Court pursuant to which Seagate Technology will merge with Seagate Cayman Holdings, a wholly-owned subsidiary of Seagate Technology plc, Seagate Technology will survive the merger, Seagate Cayman Holdings will be dissolved and will cease to exist and Seagate Technology will become a direct, wholly-owned subsidiary of Seagate Technology plc, the resulting publicly traded parent of the Seagate group of companies;

“Transaction Time” has the meaning given to it in the Schemes of Arrangement; and

“U.S. Security Agreement” means the Second Lien U.S. Security Agreement among the Issuer, the Company, each of the subsidiaries listed in Schedule I thereto and the Collateral Agent as supplemented by the Mortgagor and Seagate HDD Cayman on or about the date hereof and as varied from time to time.

1.2In construing this Mortgage (including the recitals), unless otherwise specified:

(a)references to any Party shall be construed so as to include that Party’s respective successors in title, permitted assigns and permitted transferees;

(b)“including” and “in particular” shall not be construed restrictively but shall mean respectively “including, without prejudice to the generality of the foregoing” and “including, without limitation”, and “in particular, but without prejudice to the generality of the foregoing”;

(c)references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); and in each case, its successors and assigns and persons deriving title under or through it, in whole or in part, and any person which replaces any party to any document in its respective role thereunder, whether by

3

assuming the rights and obligations of the party being replaced or whether by executing a document in or substantially in the form of the document it replaces;

(d)“variation” includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and “vary” and “varied” shall be construed accordingly;

(e)“writing” includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Mortgage to be signed and “written” has a corresponding meaning;

(f)references to the “consent” of the Collateral Agent shall be construed as the consent of the Collateral Agent acting in its absolute discretion;

(g)subject to Clause 20.3, references to this Mortgage or to any other document include references to this Mortgage or such other document as varied in any manner from time to time, even if changes are made to:

(i)the composition of the parties to this Mortgage or such other document or to the nature or amount (including any increase) of any facilities made available under such other document; or

(ii)the nature or extent of any obligations under such other document;

(h)references to uncertificated shares are to shares the title to which can be transferred by means of an electronic or other entry and references to certificated shares are to shares which are not uncertificated shares;

(i)references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine or neuter and vice versa;

(j)references to clauses and schedules are to clauses of, and schedules to, this Mortgage;

(k)references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;

(l)headings and titles are for convenience only and do not affect the interpretation of this Mortgage;

(m)an Event of Default is “continuing” if it has not been remedied or waived; and

(n)this Mortgage is a “Security Agreement” under the terms of the Indenture.

2.REPRESENTATION AND WARRANTIES

2.1The Mortgagor hereby represents and warrants to the Collateral Agent and each Secured Party on the date of the Transaction Time with respect to all representations and warranties in this Clause 2.1 and with respect to Clause 2.1(h)(i); (i) and (j) on the date of this Mortgage that:

(a)the Mortgagor is the sole legal and beneficial owner of the Mortgaged Property free from any Security Interest (other than that created by the First Priority Share Mortgage and this Mortgage) or other interest and any options or rights of pre-emption;

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(b)the Mortgaged Shares represent 100% (one hundred percent) of the issued shares of the Company;

(c)any Mortgaged Shares are, or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a Cayman Islands exempted company.  To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be;

(d)no person has or is entitled to any conditional or unconditional option, warrant or other right to subscribe for, purchase or otherwise acquire any issued or unissued shares, or any interest in shares, in the capital of the Company;

(e)the Mortgaged Shares are not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, return of any amount paid on account of shares or otherwise which are not expressly set out in the memorandum and articles of association of the Company;

(f)there are no covenants, agreements, conditions, interest, rights or other matters whatsoever which adversely affect the Mortgaged Property;

(g)the Mortgagor has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Property or any interest in the Mortgaged Property;

(h)the Mortgagor has full power and authority to:

(i)execute and deliver this Mortgage and the other Indenture Documents to which it is a party;

(ii)be the legal and beneficial owner of the Mortgaged Property; and

(iii)comply with the provisions of, and perform all its obligations under this Mortgage and the other Indenture Documents to which it is a party;

(i)it is able to pay its debts as they fall due and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:

(i)winding up, dissolution or reorganisation;

(ii)the enforcement of any Security Interest over its assets; or

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;

(j)all licences, consents, exemptions, clearance filings, registration, payments of taxes, notarisation and authorisations as are or may be necessary or desirable for the proper conduct of its business, trade, and ordinary activities and for the performance and discharge of its obligations and liabilities under this Mortgage and each other Indenture Document to which the Mortgagor is a party and which are required in connection with the execution, delivery, validity, enforceability or admissibility in evidence of this Mortgage and each other Indenture Document to which the Mortgagor is a party and the creation of security over the Mortgaged Property have been obtained and are in full force and effect;

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(k)it has not taken any action whereby the rights attaching to the Mortgaged Property are altered or diluted save to the extent such alteration or dilution is expressly permitted under this Mortgage or any other Indenture Document; and

(l)this Mortgage is effective to create a valid and enforceable second priority equitable mortgage and second priority fixed charge upon the Mortgaged Property in favour of the Collateral Agent ranking in priority to any claims by any liquidator (or similar officer) or creditor of the Mortgagor other than the parties secured by the First Priority Share Mortgage.

2.2The Mortgagor also represents and warrants to and undertakes with the Collateral Agent that the foregoing representations and warranties will be true and accurate throughout the continuance of this Mortgage with reference to the facts and circumstances subsisting from time to time.

3.COVENANT TO PAY

The Mortgagor hereby covenants with the Collateral Agent as primary obligor and not merely as surety to pay and discharge the Secured Obligations in the manner provided in the relevant Indenture Documents.

4.SECURITY

4.1As a continuing security for the payment and discharge of the Secured Obligations, the Mortgagor as legal and beneficial owner hereby:

(a)mortgages to the Collateral Agent, by way of a second equitable mortgage, the Mortgaged Shares;

(b)charges to the Collateral Agent, by way of a second fixed charge, all of its right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property; and

(c)assigns, and agrees to assign, absolutely by way of security to the Collateral Agent all its rights, present and future, relating to any of the Mortgaged Property.

4.2The Mortgagor hereby agrees to deliver, or cause to be delivered, to the Collateral Agent on the date of the Transaction Time:

(a)copies of the memorandum and articles of association and board and committee resolutions of the Mortgagor required to authorise the execution of this Mortgage;

(b)an executed but undated share transfer certificate in the form set out in Schedule 1 to this Mortgage and any other documents which from time to time may be requested by the Collateral Agent in order to enable the Collateral Agent or its nominees to be registered as the owner or otherwise obtain legal title to the Mortgaged Shares;

(c)all share certificates (if any) representing the Mortgaged Shares (when a share certificate is so issued by the Company and is not in the possession of the First Priority Secured Party) and a certified copy of the Register of Members of the Company showing the Mortgagor as registered owner of the Mortgaged Shares;

(d)an executed irrevocable proxy and power of attorney made in respect of the Mortgaged Shares in favour of the Collateral Agent in the form set out in Schedule 2 to this Mortgage;

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(e)an executed irrevocable letter of instructions from the Company to its registered office provider appointing an instructing party for the Company in the form set out in Schedule 3 of this Mortgage; and

(f)a copy of the special resolution passed by the Mortgagor in the form agreed by the parties.

4.3The Mortgagor will procure that there shall be no increase in the issued share capital of the Company (other than by way of an issuance of further shares to the person in whose name the Mortgaged Shares are registered) without the prior consent in writing of the Collateral Agent subject to the terms, conditions and provisions of the Intercreditor Agreement.

4.4The Mortgagor will deliver, or cause to be delivered, to the Collateral Agent immediately upon (without prejudice to Clause 4.3) the issue of any further Mortgaged Shares following the date of the Transaction Time, the items listed in Clauses 4.2(b) and 4.2(c) in respect of all such further Mortgaged Shares.

4.5The Mortgagor shall, immediately after the Transaction Time procure that any existing notation be deleted and that the following notation be entered on the Register of Members of the Company:

“All the ordinary shares issued as fully paid up and registered in the name of Seagate Technology plc are subject to a second priority mortgage and charge in favour of Wells Fargo Bank, National Association pursuant to a share mortgage dated 1 March 2010, as amended from time to time.”

4.6The Mortgagor shall, on the date of Transaction Time, provide the Collateral Agent with a certified true copy of the Register of Members of the Company with the annotation referred to in Clause 4.5.

5.RIGHTS IN RESPECT OF MORTGAGED PROPERTY

5.1Unless and until the declaration by the Collateral Agent of an occurrence of an Event of Default:

(a)the Mortgagor shall be entitled to exercise all voting and consensual powers pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the terms of this Mortgage or the other Indenture Documents; and

(b)the Mortgagor shall be entitled to receive and retain any dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof.

5.2The Collateral Agent shall not have any duty to ensure that any dividends, interest or other moneys and assets receivable in respect of the Mortgaged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Mortgaged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption, bonus, rights, preference, or otherwise on or in respect of, any of the Mortgaged Property.

5.3Subject to the Intercreditor Agreement, the Mortgagor hereby authorises the Collateral Agent to arrange at any time and from time to time after the occurrence of an Event of Default for the Mortgaged Property or any part thereof to be registered in the name of the Collateral Agent (or its nominee) thereupon to be held, as so registered, subject to the terms of this Mortgage and, at the request of the Collateral Agent, the Mortgagor shall without delay procure that the foregoing shall be done.

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6.PRESERVATION OF SECURITY

6.1It is hereby agreed and declared that:

(a)the security created by this Mortgage shall be held by the Collateral Agent as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)the Collateral Agent shall not be bound to enforce any other security before enforcing the security created by this Mortgage;

(c)no delay or omission on the part of the Collateral Agent in exercising any right, power or remedy under this Mortgage shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Collateral Agent may deem expedient; and

(d)any waiver by the Collateral Agent of any terms of this Mortgage shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2Any settlement or discharge under this Mortgage between the Collateral Agent and the Mortgagor shall be conditional upon no security or payment to the Collateral Agent by the Company or the Mortgagor or any other person (including, without limitation, any Other Guarantor) being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Collateral Agent shall be entitled to enforce this Mortgage as if such settlement or discharge had not been made, provided that such settlement or discharge shall become unconditional six months and one day after the date of such settlement or discharge.

6.3The rights of the Collateral Agent under this Mortgage and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Company, the Mortgagor, the Collateral Agent or any other person:

(a)any time or waiver granted to or composition with the Company, the Mortgagor or any other person;

(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company, the Mortgagor or any other person;

(c)any legal limitation, disability, incapacity or other circumstances relating to the Company, the Mortgagor or any other person;

(d)any amendment or supplement to any Indenture Document or any other document or security (including any amendment the effect of which is to change the nature or amount of any facilities made available thereunder or to change the nature or extent of any obligations thereunder);

(e)the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the Company, the Mortgagor or any other person; or

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(f)the unenforceability, invalidity or frustration of any obligations of the Company, the Mortgagor or any other person under any Indenture Document or any other document or security.

6.4During the Security Period, the Mortgagor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Collateral Agent of its rights under, or the security constituted by, this Mortgage or any Indenture Document or by virtue of any relationship between or transaction involving the Mortgagor and/or the Company (whether such relationship or transaction shall constitute the Mortgagor a creditor of the Company, a guarantor of the obligations of the Company or in part subrogated to the rights of others against the Company or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Mortgage):

(a)exercise any rights of subrogation against the Company or any other person in relation to any rights, security or moneys held or received or receivable by the Collateral Agent or any person;

(b)exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)exercise any right of set-off or counterclaim against the Company or any such co-surety;

(d)receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or

(e)unless so directed by the Collateral Agent (when the Mortgagor will prove in accordance with such directions), claim as a creditor of the Company or any such co-surety in competition with the Collateral Agent.

The Mortgagor shall hold in trust for the Collateral Agent and forthwith pay or transfer (as appropriate) to the Collateral Agent any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

6.5During the Security Period, the Collateral Agent may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Collateral Agent for as long as it may think fit, any moneys received recovered or realised under this Mortgage or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Indenture Documents; provided that the Collateral Agent shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Collateral Agent in any such account or accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

6.6Subject to the Intercreditor Agreement, except as otherwise permitted by the First Priority Share Mortgage, the Mortgagor shall not, without the prior written consent of the Collateral Agent:

(a)cause or permit any rights attaching to the Mortgaged Property to be varied or abrogated;

(b)cause or permit any of the Mortgaged Property to be consolidated, sub-divided or converted or the capital of the Company to be re-organised, exchanged or repaid; or

(c)cause or permit anything to be done which may depreciate, jeopardise or otherwise prejudice the value of the security hereby given.

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6.7The Mortgagor hereby covenants that during the Security Period it will remain the legal and beneficial owner of the Mortgaged Property (subject to the Security Interests hereby created) and that it will not (other than as permitted by the Indenture Documents):

(a)create or suffer the creation of any Security Interests (other than those created by this Mortgage and the First Priority Share Mortgage) or any other interest on or in respect of the whole or any part of the Mortgaged Property or any of its interest therein;

(b)sell, assign, transfer or otherwise dispose of any of its interest in the Mortgaged Property without the prior consent in writing of the Collateral Agent; or

(c)permit the register of members to be maintained outside of the Cayman Islands or by a service provider other than the person to whom the letter of instructions in Schedule 3 has been given (unless in the later case, the Mortgagor has provided a new letter of instructions substantially in the form of Schedule 3 by the new service provider).

6.8The Mortgagor shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Collateral Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Mortgagor to perform its obligations in respect thereof.

6.9The Mortgagor shall ensure that it shall not, without the prior written consent of the Collateral Agent, use its voting rights to permit the Company to amend its memorandum or articles of association in a way which could be expected to adversely affect the interests of the Collateral Agent or any of the Secured Parties.

6.10The Mortgagor shall procure that the Company shall not:

(a)create or permit to subsist any Security Interest upon the whole or any part of its assets, except as permitted by the Indenture Documents;

(b)register any transfer of the Mortgaged Shares to any person (except (i) to the Collateral Agent or its nominees pursuant to the provisions of this Mortgage and (ii) as permitted by the Indenture Documents);

(c)issue any replacement share certificates in respect of any of the Mortgaged Shares;

(d)continue its existence under the laws of any jurisdiction other than the Cayman Islands;

(e)do anything which might result in the Company being struck off the register as an exempted company;

(f)issue, allot or grant warrants or options with respect to any additional shares;

(g)exercise any rights of forfeiture over any of the Mortgaged Shares; or

(h)purchase, redeem, otherwise acquire, cancel, sub-divide, amalgamate, reclassify or otherwise restructure any of the Mortgaged Property,

during the Security Period without the prior written consent of the Collateral Agent.

6.11The Mortgagor shall procure that the Company shall irrevocably consent to any transfer of the Mortgaged Shares by the Collateral Agent or its nominee to any other person pursuant to the exercise of the Collateral Agent’s rights under this Mortgage.

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6.12The Mortgagor shall not, without the prior written consent of the Collateral Agent, participate in any vote concerning a members’ liquidation or compromise pursuant to the Companies Law.

7.ENFORCEMENT OF SECURITY

7.1At any time after the occurrence of an Event of Default or if a demand is made for the payment of the Secured Obligations, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Collateral Agent under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Collateral Agent without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent:

(a)solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Collateral Agent may think fit;

(b)date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage;

(c)receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Collateral Agent, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by the Mortgagor for the Collateral Agent and paid or transferred to the Collateral Agent on demand;

(d)take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Collateral Agent may deem fit, and thereupon the Collateral Agent shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members;

(e)borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise);

(f)settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Mortgagor or relating to the Mortgaged Property;

(g)bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property or any business of the Mortgagor;

(h)redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property;

(i)exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Collateral Agent would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property;

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(j)do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Collateral Agent under or by virtue of any document to which the Mortgagor is party; and

(k)exercise all rights and remedies afforded to it under this Mortgage and applicable law.

7.2The Collateral Agent shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Collateral Agent by this Mortgage or to which the Collateral Agent may at any time be entitled hereunder.

7.3Upon any sale of the Mortgaged Property or any part thereof by the Collateral Agent, the purchaser shall not be bound to see or enquire whether the Collateral Agent’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Collateral Agent, and the receipt of the Collateral Agent for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

7.4Any money received or realised by the Collateral Agent under the powers conferred by this Mortgage shall be paid or applied in a manner consistent with Section 6.02 of the U.S. Security Agreement.

7.5During the Security Period, the Collateral Agent may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

7.6Neither the Collateral Agent nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty or wilful default.

7.7The Collateral Agent shall not, by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof, be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a Collateral Agent-in-possession might be liable.

8.APPOINTMENT OF A RECEIVER

8.1At any time after:

(a)the occurrence of an Event of Default; or

(b)a request has been made by the Mortgagor to the Collateral Agent for the appointment of a receiver over its assets or in respect of the Mortgagor,

then notwithstanding the terms of any other agreement between the Mortgagor and any person, the Collateral Agent may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Mortgaged Property as the Collateral Agent may choose in its entire discretion.

8.2Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Collateral Agent shall specify to the contrary.

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8.3The Collateral Agent may from time to time determine the remuneration of a receiver.

8.4The Collateral Agent may remove a receiver from all or any of the Mortgaged Property of which he is the receiver and after the receiver has vacated office or ceased to act in respect of any of the Mortgaged Property, appoint a further receiver over all or any of the Mortgaged Property in respect of which he shall have ceased to act.

8.5Such an appointment of a receiver shall not preclude:

(a)the Collateral Agent from making any subsequent appointment of a receiver over all or any Mortgaged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)the appointment of an additional receiver to act while the first receiver continues to act.

8.6The receiver shall be the agent of the Mortgagor (which shall be solely liable for his acts, defaults and remuneration) unless and until the Mortgagor is placed into liquidation, after which time he shall act as principal. The receiver shall not at any time become the agent of the Collateral Agent.

9.POWERS OF A RECEIVER

9.1Subject to the terms of the Intercreditor Agreement, in addition to those powers conferred by law, a receiver shall have and be entitled to exercise in relation to the Mortgagor all the powers set forth below:

(a)to exercise all rights of the Collateral Agent under or pursuant to this Mortgage, including all voting and other rights attaching to the Mortgaged Property;

(b)to make any arrangement or compromise with others as he shall think fit;

(c)to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Mortgagor; and

(f)to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Mortgaged Property or the value thereof.

10.FURTHER ASSURANCES

10.1The Mortgagor shall at its own expense promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Collateral Agent may reasonably specify and in such form as the Collateral Agent may reasonably require in order to:

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(a)perfect or protect the security created or intended to be created under or evidenced by this Mortgage (which may include the execution of a charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Mortgage) or for the exercise of any rights, powers and remedies of the Collateral Agent provided by or pursuant to this Mortgage, the Indenture Documents or by law; or

(b)following an Event of Default, subject to the Intercreditor Agreement, facilitate the realisation of the assets which are, or are intended to be, the subject of this Mortgage.

10.2Without limiting the other provisions of this Mortgage, the Mortgagor shall at its own expense take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Collateral Agent by or pursuant to this Mortgage.

11.INDEMNITIES

11.1The Mortgagor will indemnify and save harmless the Collateral Agent, any receiver and each agent or attorney appointed under or pursuant to this Mortgage from and against any and all reasonable expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Collateral Agent or such agent or attorney other than as a result of the gross negligence or wilful default of the Mortgagee:

(a)in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Mortgage;

(b)in the preservation or enforcement of the Collateral Agent’s rights under this Mortgage or the priority thereof;

(c)on the release of any part of the Mortgaged Property from the security created by this Mortgage; or

(d)arising out of any breach by the Mortgagor of any term of this Mortgage,

and the Collateral Agent or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Mortgage.  All amounts suffered, incurred or paid by the Collateral Agent or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 11.1 shall require the Mortgagor to indemnify and save harmless the Collateral Agent from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Collateral Agent as a result of the Collateral Agent’s dishonesty or wilful default.

11.2If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Mortgagor or the bankruptcy or liquidation of the Mortgagor or for any other reason any payment under or in connection with this Mortgage is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Mortgage (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Collateral Agent when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Mortgage, the Mortgagor, as a separate and independent obligation, shall indemnify and hold harmless the Collateral Agent against the amount of such shortfall.  For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Collateral Agent is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

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12.POWER OF ATTORNEY

12.1The Mortgagor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Collateral Agent and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

(a)to execute and complete in favour of the Collateral Agent or its nominees or of any purchaser any documents which the Collateral Agent may from time to time require for perfecting the Collateral Agent’s title to, for vesting any of the assets and property hereby mortgaged, or charged in the Collateral Agent or its nominees or in any purchaser or for any of the purposes contemplated in Clause 7.1 hereof;

(b)after the occurrence of an Event of Default, to give effectual discharges for payments, to take and institute on non-payment (if the Collateral Agent in its sole discretion so decides) all steps and proceedings in the name of the Mortgagor or of the Collateral Agent for the recovery of such moneys, property and assets hereby mortgaged or charged;

(c)after the declaration by the Collateral Agent of an Event of Default, to agree accounts and make allowances and give time or other indulgence to any surety or other person liable;

(d)so as to enable the Collateral Agent to carry out in the name of the Mortgagor any obligation imposed on the Mortgagor by this Mortgage (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Mortgaged Property and the exercise of all the Mortgagor’s rights and discretions in relation to the Mortgaged Property);

(e)so as to enable the Collateral Agent and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Mortgage or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal and beneficial owner of the Mortgaged Property), and

(f)generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid,

in each case, subject to the terms, conditions and provisions of the Intercreditor Agreement.

12.2Notwithstanding any other provision of Clause 12.1, the power of attorney created by Clause 12.1 shall not be exercisable by or on behalf of the Collateral Agent as the case may be until an Event of Default has occurred.

12.3The power hereby conferred shall be a general power of attorney and the Mortgagor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to herein, the exercise by the Collateral Agent of such power shall be conclusive evidence of its right to exercise the same.

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13.EXPENSES

13.1The Mortgagor shall pay to the Collateral Agent on demand all reasonable costs, fees and expenses (including, but not limited to, properly incurred legal fees and expenses) and taxes thereon incurred by the Collateral Agent or for which the Collateral Agent may become liable in connection with:

(a)the negotiation, preparation and execution of this Mortgage;

(b)the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Mortgage or the priority hereof;

(c)any variation of, or amendment or supplement to, any of the terms of this Mortgage; or

(d)any consent or waiver required from the Collateral Agent in relation to this Mortgage

and in the case referred to in Clauses 13.1(c) and 13.1(d), regardless of whether the same is actually implemented, completed or granted, as the case may be.

13.2The Mortgagor shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Mortgage may be subject or give rise and shall indemnify the Collateral Agent on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Mortgagor to pay any such duties or taxes.

14.RELEASE

14.1Subject to Clause 14.2, when all the Secured Obligations have been paid in full in cash or the Security Interest created by this Mortgage is automatically released pursuant to Section 11.04 of the Indenture, the Collateral Agent shall (at the request and cost of the Mortgagor) execute such documents and do all such reasonable acts as may be necessary to release the Mortgaged Property from the security constituted by this Mortgage.  Such release shall not prejudice the rights of the Collateral Agent under Clause 11.

14.2If the Collateral Agent considers in good faith that any amount received in payment or purported payment of the Secured Obligations (whether received from or paid by the Company, any Other Guarantor or any other relevant person) is capable of being avoided or reduced by virtue of any insolvency or other similar laws:

(a)the liability of the Mortgagor under this Mortgage and the security constituted by this Mortgage shall continue and such amount shall not be considered to have been irrevocably paid; and

(b)the Collateral Agent may keep any security held by it in respect of the Mortgagor’s liability under the Indenture Documents in order to protect the Secured Parties against any possible claim under insolvency law for up to six years after all Secured Obligations have been satisfied.  If a claim is made against a Secured Party within that period, the Collateral Agent may keep the security until that claim has finally been dealt with.

15.NOTICES

Any notice or other communication given or made under or in connection with the matters contemplated by this Mortgage shall be provided in accordance with Section 12.03 of the Indenture (with any notice to the Mortgagor prior to the Transaction Time to be delivered care of the Borrower).

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16.ASSIGNMENTS

16.1This Mortgage shall be binding upon and shall enure to the benefit of the Mortgagor, the Collateral Agent and each of their respective successors and (subject to clauses 16.2 and 16.3) assigns and references in this Mortgage to any of them shall be construed accordingly.

16.2The Mortgagor may not assign or transfer all or any part of its rights and/or obligations under this Mortgage.

16.3The Collateral Agent may assign and transfer its rights pursuant to this Mortgage in accordance with the terms of Section 7.05 of the U.S. Security Agreement.

17.COLLATERAL AGENT

17.1The Collateral Agent holds the benefit of this Mortgage (and any other security created in its favour pursuant to this Mortgage) as agent for and on behalf of the Secured Parties pursuant to the terms of the Indenture and the U.S. Security Agreement.  The retirement of the person for the time being acting as Collateral Agent and the appointment of a successor shall be effected in the manner provided for in the Indenture.

17.2Nothing in this Mortgage shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Collateral Agent.

18.SET-OFF

18.1The Mortgagor authorises the Collateral Agent (but the Collateral Agent shall not be obliged to exercise such right), after the occurrence of an Event of Default to set off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Collateral Agent to the Mortgagor.

19.SUBSEQUENT SECURITY INTERESTS

19.1If the Collateral Agent at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Mortgaged Property or any assignment or transfer of the Mortgaged Property which is prohibited by the terms of this Mortgage, all payments thereafter by or on behalf of the Mortgagor to the Collateral Agent shall be treated as having been credited to a new account of the Mortgagor and not as having been applied in reduction of the Secured Obligations as at the time when the Collateral Agent received such notice.

20.MISCELLANEOUS

20.1The Collateral Agent, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Collateral Agent under this Mortgage in relation to the Mortgaged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Collateral Agent may think fit.  The Collateral Agent shall not be in any way liable or responsible to the Mortgagor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Collateral Agent has acted reasonably in selecting such delegate.

20.2If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Mortgage or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

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20.3This Mortgage (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

20.4Each document, instrument, statement, report, notice or other communication delivered in connection with this Mortgage shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing version and upon which in all cases the Collateral Agent and the Secured Parties shall be entitled to rely.

20.5This Mortgage may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

20.6The parties intend that this Mortgage take effect as a deed notwithstanding the fact that the Collateral Agent may only execute it under hand.

20.7Whenever reference is made in this Mortgage to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in accordance with the Indenture.  This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

21.LAW AND JURISDICTION

21.1This Mortgage shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this clause shall affect the right of the Collateral Agent to serve process in any manner permitted by law or limit the right of the Collateral Agent to take proceedings with respect to this Mortgage against the Mortgagor in any jurisdiction nor shall the taking of proceedings with respect to this Mortgage in any jurisdiction preclude the Collateral Agent from taking proceedings with respect to this Mortgage in any other jurisdiction, whether concurrently or not.

22.INTERCREDITOR AGREEMENT

22.1The Security Interests created by this Mortgage on the property described herein are subordinate to the Security Interests on such property created by any similar instrument already granted to any First Priority Secured Party, in such property, in accordance with the provisions of the Intercreditor Agreement.  Notwithstanding anything to the contrary, the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and this Mortgage, the terms of the Intercreditor Agreement shall govern.

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IN WITNESS whereof this Equitable Share Mortgage has been entered into by the parties and executed as a deed on the day and the year first before written.

GIVEN under the Common Seal of	)
SEAGATE TECHNOLOGY PLC	)
in the presence of:	)
		/s/ Kenneth M. Massaroni
		Kenneth M. Massaroni
		Director
		/s/ Patrick J. O’Malley III
		Patrick J. O’Malley III
		Director

in the presence of:
/s/ Demetrios N. Mavrikis
Signature of Witness
Name:	Demetrios N. Mavrikis
Address:	920 Disc Dr, Scotts Valley, CA 95066
Occupation:	Executive Assistant

[Signature Page to Second Priority Mortgage of Shares in Seagate Technology]

EXECUTED AS A DEED by WELLS FARGO	)	/s/ Maddy Hall
BANK, NATIONAL ASSOCIATION	)	Duly Authorised Signatory
	)
	)
	)

in the presence of:
/s/ Brian A. Buchanan
Signature of Witness
Name:	Brian A. Buchanan, Vice President
Address:	Wells Fargo Bank, N.A. Corporate Trust Services 707 Wilshire Blvd, 17th Floor Los Angeles, CA 90017
Occupation:	Corporate Trust Officer

[Signature Page to Second Priority Mortgage of Shares in Seagate Technology]

SCHEDULE 1

SEAGATE TECHNOLOGY

(THE “COMPANY”)

SHARE TRANSFER CERTIFICATE

[LEFT UNDATED]

SHARE TRANSFER CERTIFICATE DATED                                                                                                           

                                                                                                                (the “Transferor”) does hereby transfer to                                                                (the “Transferee”)                                                                        (the “Shares”) of a par value of                  each.

SIGNED by the Transferor by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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And I/we do hereby agree to take the Shares.

SIGNED by the Transferee by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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SCHEDULE 2

IRREVOCABLE APPOINTMENT OF PROXY

SEAGATE TECHNOLOGY

(THE “COMPANY”)

This Irrevocable Appointment of Proxy shall not become effective until the Irrevocable Appointment of Proxy dated 1 March 2010 granted by the Companies in favour of JPMorgan Chase Bank, N.A. as first priority secured party has been terminated pursuant to and in accordance with the Articles of Association of the respective Companies.

The undersigned being the legal and beneficial owner of all of the issued and outstanding shares of US$1.00 par value each (the “Initial Shares”) in the Company, an exempted company incorporated with limited liability in the Cayman Islands, hereby irrevocably, with respect to the Company:

1.makes, constitutes and appoints WELLS FARGO BANK, NATIONAL ASSOCIATION as collateral agent and trustee for and on behalf of the Secured Parties (as defined in the Mortgage) (the “Proxy”) as the irrevocable proxy of the undersigned with full power to appoint a nominee or nominees to act hereunder from time to time and to have all other rights and entitlements of an “Irrevocable Proxy” (as such term is defined in the Articles of Association of the Company) under the Articles of Association of the Company, including to vote the Initial Shares and all other shares in the Company from time to time legally owned by the undersigned (the “Shares”) registered in its name at all general meetings of shareholders of the Company with the same force and effect as the undersigned might or could do and to requisition and convene a meeting or meetings of the shareholders of the Company for the purpose of considering any resolution of the members of the Company in respect of any proposal to amend the Memorandum of Association and/or the Articles of Association with respect to those provisions inserted pursuant to a Special Resolution of the Company passed on or about the Transaction Time (the “Reserved Matter”);

2.makes, constitutes and appoints the Proxy as the true and lawful attorney-in-fact of the undersigned to approve, complete, amend, execute and deliver any resolution in writing concerning any Reserved Matter or sign any approval in writing concerning any Reserved Matter as contemplated in the Articles of Association of the Company in the name of and on behalf of the undersigned, and the undersigned hereby ratifies and confirms all that the said Proxy or its nominee or nominees shall do or cause to be done by virtue hereof.

The Shares are the subject of a mortgage (the “Mortgage”) dated 1 March 2010, between the Proxy and Seagate Technology plc as mortgagor.

The power of attorney hereby granted is granted irrevocably for full value as part of the security constituted hereby to secure proprietary interests of and the performance of obligations owed to Wells Fargo Bank, National Association within the meaning of the Powers of Attorney Law (1996 Revision) of the Cayman Islands and the undersigned hereby acknowledges the same.

The power of attorney granted hereunder (and the appointment of the Proxy as irrevocable proxy of the undersigned) shall be governed by and construed in accordance with the laws of the Cayman Islands and shall be irrevocable until the discharge and release of the relevant Mortgage.

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IN WITNESS whereof this Instrument is executed as a deed the day and year first above written.

GIVEN under the Common Seal of	)
SEAGATE TECHNOLOGY PLC	)
in the presence of:	)
		Director
		Director/Secretary*

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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SCHEDULE 3

FORM OF LETTER OF INSTRUCTIONS TO REGISTERED OFFICE PROVIDER APPOINTING
INSTRUCTING PARTY

SEAGATE TECHNOLOGY HDD HOLDINGS

(THE “COMPANY”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

1 March 2010

MAPLES CORPORATE SERVICES LIMITED (“MCS”)

PO Box 309, Ugland House

George Town, Grand Cayman KY1-1104

Cayman Islands

Dear Sirs

INSTRUCTIONS TO THE REGISTERED OFFICE PROVIDER APPOINTING INSTRUCTING PARTY

These Instructions to the Registered Office Provider Appointing Instructing Party dated 1 March 2010 from the Companies to MCS shall not become effective until the discharge and release of the mortgages dated 1 March 2010 between JPMorgan Chase Bank, N.A. as first priority secured party and Seagate HDD Cayman as mortgagor.

We hereby notify you that pursuant to a mortgage (the “Mortgage”) dated 1 March 2010 between Wells Fargo Bank, National Association as Collateral Agent (the “Collateral Agent” or “Mortgagee”) and Seagate Technology plc as mortgagor (the “Mortgagor”), the Mortgagor has granted a second priority security interest in favour of the Mortgagee over all the shares standing in its name in the Company identified in the Mortgage and all other shares in the Company from time to time legally or beneficially owned by the Mortgagor (the “Shares”).

We refer to the registered office agreement dated 1 January 2002 between MCS and the Company (the “RO Agreement”) and hereby agree that Clause 9.1 (Instructions and Reliance) of the agreement shall be deemed to be amended by the following. At any time after the Mortgagee notifies you in writing that an Event of Default (as defined in the Mortgage) has occurred you are hereby authorised and entitled to rely upon the instructions of the Mortgagee to register the Mortgagee or its nominee (as the Mortgagee may direct) as the registered holder of the Shares pursuant to the Mortgage and to otherwise comply with any directions or instructions from the Mortgagee in relation thereto.

Such authorisation and entitlement to rely upon the instructions of the Mortgagee shall terminate upon the discharge and release of the relevant Mortgage.

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Please confirm by countersigning below that you agree to such amendment of the RO Agreement.

Yours faithfully

Authorised Signatory for and on behalf of the Company

Acknowledged and agreed.

Authorised Signatory for and on behalf of Maples Corporate Services Limited

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EX-10.24

Exhibit 10.24

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of March 1, 2010 (this “Supplemental Indenture”), among Seagate Technology HDD Holdings, an exempted limited liability company incorporated under the laws of the Cayman Islands (“HDD”), Seagate HDD Cayman, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Successor Company”), Seagate Technology, an exempted limited liability company incorporated under the laws of the Cayman Islands, as guarantor (“Parent”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, HDD, Parent and the Trustee are party to an Indenture, dated as of September 20, 2006 (as amended or supplemented, the “Indenture”), under which an aggregate principal amount of (a) $559,608,000 of HDD’s 6.375% Senior Notes due 2011 and (b) $600,000,000 of HDD’s 6.800% Senior Notes due 2016 (collectively, the “Notes”) have been issued;

WHEREAS, HDD and the Successor Company have entered into a share purchase agreement, dated as of the date hereof, pursuant to which HDD has agreed to sell substantially all of its properties and assets to the Successor Company (the “Transaction”);

WHEREAS, Section 4.01 of the Indenture provides, among other things, that HDD shall not convey, transfer or lease all or substantially all of its properties and assets to any Person (as defined in the Indenture) unless such Person (i) is organized and validly existing under the laws of the Cayman Islands or under the laws of the United States of America, any State thereof or the District of Columbia and (ii) such Person expressly assumes all of the obligations of HDD under the Notes and the Indenture by supplemental indenture;

WHEREAS, pursuant to Section 10.01 of the Indenture, HDD and the Trustee may amend and supplement the Indenture, without the consent of any Holder, to evidence the succession of another Person to HDD and the assumption by any such successor of the covenants, agreements and obligations of HDD in the Indenture and in the Notes;

WHEREAS, HDD desires to guarantee the full and punctual payment of principal of, premium (if any) on and interest on the Notes when and as the same shall become due and payable;

WHEREAS, HDD, the Successor Company and the Trustee have determined that this Supplemental Indenture complies with Section 10.01 of the Indenture and does not require the consent of any Holder and, on the basis of the foregoing, the Trustee has determined that this Supplemental Indenture is in format satisfactory to it;

WHEREAS, HDD has determined to enter into, and has requested the Trustee to execute, this Supplemental Indenture for the purpose of confirming that the Successor Company, as purchaser of substantially all of the properties and assets of HDD, assumes all of the obligations of HDD under the Indenture and the Notes, as provided in Section 4.01 of the Indenture;

WHEREAS, HDD has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (each as defined in the Indenture) pursuant to Sections 1.02, 4.01 and 10.03 of the Indenture to the effect that the Transaction and the execution and delivery of this Supplemental Indenture by HDD comply with the Indenture; and

WHEREAS, all other acts and proceedings required by law, by the Indenture and by the charter documents of HDD to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, HDD, the Successor Company, Parent and the Trustee hereby agree as follows:

ARTICLE 1

RATIFICATION; DEFINITIONS

Section 1.01.           Supplemental Indenture.  This Supplemental Indenture is supplemental to, and is entered into in accordance with Section 10.01 of the Indenture, and except as expressly modified, amended and supplemented by this Supplemental Indenture, all the terms, conditions and provisions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.

Section 1.02.           Definitions.  Unless the context shall otherwise require, all terms which are defined in Section 1.01 of the Indenture shall have the same meanings, respectively, in this Supplemental Indenture as such terms are given in said Section 1.01 of the Indenture.

“HDD Guarantee” shall mean the guarantee by HDD, as authenticated and delivered pursuant to this Supplemental Indenture, which guarantee is set forth in Article 3 of this Supplemental Indenture.

ARTICLE 2

ASSUMPTION OF OBLIGATIONS

Section 2.01.           Assumption of Obligations under Indenture and Notes.  Pursuant to Section 4.01 of the Indenture, the Successor Company, as purchaser of substantially all of the properties and assets of HDD, expressly assumes all of the obligations of HDD under the Notes and the Indenture.

Section 2.02.           Successor Company Substituted.  Pursuant to Section 4.03 of the Indenture, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, HDD as the issuer under the Indenture with the same effect as if the Successor Company had been named as “the Company” in the Indenture, and thereafter, HDD shall be relieved of all obligations and covenants under the Indenture and the Notes.

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ARTICLE 3

ADDITIONAL GUARANTEE OF HDD

Section 3.01.           Additional Guarantee of HDD.  HDD 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 Successor Company under this Supplemental Indenture, the Indenture and the Notes; and

(b) the full and punctual performance within applicable grace periods of all other obligations of the Successor Company under this Supplemental Indenture, the Indenture and the Notes (all the foregoing under (a) and (b) of this Section 3.01 being hereinafter collectively called the “HDD Guaranteed Obligations”).

HDD further agrees that the HDD Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from HDD and that HDD will remain bound under this Article 3 notwithstanding any extension or renewal of any HDD Guaranteed Obligation.

HDD waives presentation to, demand of, payment from and protest to the Successor Company of any of the HDD Guaranteed Obligations and also waives notice of protest for nonpayment.  HDD waives notice of any default under the Notes or the HDD Guaranteed Obligations.  The obligations of HDD hereunder or under the Indenture 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 Successor Company or any other Person under this Supplemental Indenture, the Indenture or 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 Supplemental Indenture, the Indenture, the Notes or any other agreement;

(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 HDD Guaranteed Obligations; or

(vi) except as set forth in Section 3.05 of this Supplemental Indenture, any change in the ownership of HDD.

HDD further agrees that the HDD Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right

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to require that any resort be had by any Holder or the Trustee to any security held for payment of the HDD Guaranteed Obligations.

Except as expressly set forth in Section 9.02 of the Indenture, the obligations of HDD 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 HDD Guaranteed Obligations, this Supplemental Indenture, the Indenture, the Notes or otherwise.  Without limiting the generality of the foregoing, the obligations of HDD 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 Supplemental Indenture, the 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 HDD or would otherwise operate as a discharge of HDD as a matter of law or equity.

HDD further agrees that the HDD 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 HDD Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Successor 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 HDD by virtue hereof, upon the failure of the Successor Company to pay the principal of or premium (if any) on or interest on any HDD Guaranteed Obligation or to perform or comply with any other HDD Guaranteed Obligation, HDD 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 HDD Guaranteed Obligations, (2) accrued and unpaid interest on such HDD Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary HDD Guaranteed Obligations of the Successor Company to the Holders and the Trustee.

HDD 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 HDD Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the HDD Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the HDD Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such HDD Guaranteed Obligations as provided in Article 6 of the Indenture, such HDD Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by HDD for the purposes of this Section 3.01.

HDD also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 3.01.

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Section 3.02.           Successors and Assigns.  This Article 3 shall be binding upon HDD 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 Supplemental Indenture, the 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 Supplemental Indenture and the Indenture.

Section 3.03.           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 3 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 3 at law, in equity, by statute or otherwise.

Section 3.04.           Modification.  No modification, amendment or waiver of any provision of this Article 3, nor the consent to any departure by HDD 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 HDD in any case shall entitle HDD to any other or further notice or demand in the same, similar or other circumstances.

Section 3.05.           Release of Company Guarantor and Termination of Company Guarantee.  If HDD and the Successor Company merge with each other or consolidate together in a transaction permitted by Sections 4.01 and 4.02 of the Indenture, then the HDD 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 HDD or the Successor Company, the Trustee shall execute and deliver an appropriate instrument evidencing such termination.

Section 3.06.           Execution and Delivery of the HDD Guarantee.  HDD hereby agrees that the HDD Guarantee set forth in Section 3.01 of this Supplemental Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Company Guarantee on the Notes.

ARTICLE 4

MISCELLANEOUS

Section 4.01.           Effective Date.  This Supplemental Indenture shall become effective as of the date hereof.

Section 4.02.           Counterparts.  This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall constitute but one and the same instrument.

Section 4.03.           Acceptance.  The Trustee accepts the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions set forth

5

therein as so supplemented.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution thereof by HDD and the Successor Company or in respect of the recitals contained herein, all of which are made solely by HDD and the Successor Company.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

Section 4.04.           Successors and Assigns.  All covenants and agreements in this Supplemental Indenture by HDD shall bind its successors and assigns, whether so expressed or not.

Section 4.05.           Severability Clause.  In case any provision in this Supplemental Indenture or in the Notes 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 4.06.           Governing Law.  This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.  This Supplemental Indenture is subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions.

Section 4.07.           Incorporation into Indenture.  All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

Section 4.08.           Benefits of Supplemental Indenture.  Nothing in this Supplemental Indenture, the Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and their respective successors and assigns hereunder and under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Indenture.

Section 4.09.           References to Supplemental Indenture.  Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Supplemental Indenture may refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references shall include this Supplemental Indenture unless the context requires otherwise.

[Signature Page Follows]

6

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

SEAGATE TECHNOLOGY HDD HOLDINGS
By:	/s/ Kenneth M. Massaroni
	Name:	Kenneth M. Massaroni
	Title:	Director

SEAGATE HDD CAYMAN
By:	/s/ Kenneth M. Massaroni
	Name:	Kenneth M. Massaroni
	Title:	Director

SEAGATE TECHNOLOGY
By:	/s/ Kenneth M. Massaroni
	Name:	Kenneth M. Massaroni
	Title:	General Counsel and Secretary

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Andrew Fung
	Name:	Andrew Fung
	Title:	Vice President

[Signature Page to First Supplemental Indenture]