Amended and Restated Credit Agreement

Overview

As previously disclosed on April 6, 2009, Seagate Technology ("Seagate" or the "Company") and its subsidiary Seagate Technology HDD Holdings ("Seagate HDD") entered into a Second Amended and Restated Credit Agreement (the "Amended Credit Agreement") by and among the Company and Seagate HDD, the lenders party thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), Morgan Stanley Bank N.A., as syndication agent, and BNP Paribas, Keybank National Association, Wachovia Bank, National Association and The Bank of Nova Scotia, as co-documentation agents.

On April 29, 2009 (the "Effective Date"), the Amended Credit Agreement became effective. In connection with the effectiveness of the Amended Credit Agreement, Seagate HDD, the Company and certain other material subsidiaries of the Company
(the Company and such subsidiaries, collectively, the "Initial Loan Guarantors")
entered into the U.S. Guarantee Agreement with the Administrative Agent, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, pursuant to which Seagate HDD's obligations under the Amended Credit Agreement became guaranteed by the Initial Loan Guarantors. In addition, the Company, Seagate HDD and/or certain of the Initial Loan Guarantors entered into, among others, the following agreements with the Administrative Agent:

• the U.S. Security Agreement;

• the U.S. Pledge Agreement;

• the Indemnity, Subrogation and Contribution Agreement;

• three Equitable Share Mortgages; and

• the Omnibus Debenture.

The agreements listed above (collectively the "Loan Security Agreements"), or in the case of the Equitable Share Mortgages, a form thereof, are filed as Exhibits 10.2 through 10.6 to this Current Report on Form 8-K, and are incorporated herein by reference.

Security

The Amended Credit Agreement provides that, subject to the provisions below, Seagate HDD's and the other Loan Parties' (as defined in the Amended Credit Agreement) obligations under the Amended Credit Agreement must be secured by first-priority liens granted by Seagate HDD, the Initial Loan Guarantors organized, or with material assets located, in the United States of America (including any State thereof and the District of Columbia), the Cayman Islands, Northern Ireland, Singapore and The Netherlands (such Initial Loan Guarantors, the "Initial Loan Grantors," and such jurisdictions collectively referred to herein as the "Collateral Jurisdictions"), and future material Loan Guarantors organized, or with material assets located, in the Collateral Jurisdictions (such future guarantors, together with the Initial Loan Grantors, the "Loan Grantors") on substantially all assets of Seagate HDD and the Loan Grantors (whether now owned or hereafter arising or acquired) and subject to certain permitted liens, including without limitation:

• a perfected first-priority pledge of (1) all the equity interests of Seagate HDD, (2) all the equity interests of each existing and subsequently acquired subsidiary that is organized under the laws of the Collateral Jurisdictions, which equity interests are held by Seagate HDD, the Company or any other Loan Guarantor and (3) all the equity interests of any other subsidiary, which equity interests are held by Seagate HDD, the Company or any other Loan Guarantor organized under the laws of any of the Collateral Jurisdictions (collectively, the "Pledged Equity Interests");

• proceeds of the foregoing.

Notwithstanding the foregoing:

• local law documentation, and steps to ensure perfection, with respect to the pledges and security interests contemplated by the immediately preceding paragraph are only required in the Collateral Jurisdictions; and

• assets need only be pledged to the extent that (1) the pledge is permitted by applicable law and contracts binding on Seagate HDD, the Company and the other Loan Guarantors (but only to the extent that the restrictions in such contracts, taken as a whole, do not materially limit the collateral that would otherwise be pledged), (2) no material adverse tax consequence would result therefrom (as determined by the Administrative Agent after consultation with Seagate HDD) and (3) the cost to the Company or any subsidiary of providing such pledge (or perfection thereof) would not be excessive in view of the related benefits to be received by the Lenders (as determined by the Administrative Agent after consultation with Seagate HDD).

As required by the Amended Credit Agreement, on the Effective Date, pursuant to the Loan Security Agreements, the Loan Parties' obligations under the Amended Credit Agreement were secured by first-priority liens granted by Seagate HDD and the Initial Loan Guarantors organized, or with material assets located, in the Cayman Islands and the United States of America (including any State thereof and the District of Columbia) on substantially all of their tangible and intangible assets, subject to certain permitted liens. Pursuant to the Amended Credit Agreement, Seagate HDD has a 90-day period from the Effective Date (which period may be extended by the Administrative Agent by up to 60 days) to secure the Loan Parties' obligations under the Amended Credit Agreement with first priority liens granted by the Initial Loan Guarantors organized, or with material assets located, in The Netherlands, Northern Ireland and Singapore on substantially all of their tangible and intangible assets, subject to certain permitted liens.

The above description of security is qualified in its entirety by the Loan Security Agreements, filed as Exhibits 10.2 through 10.6 to this Current Report on Form 8-K, which are incorporated herein by reference.

Senior Secured Second-Priority Notes due 2014

Overview

On May 1, 2009 (the "Closing Date"), Seagate Technology International (the "Issuer"), an exempted limited liability company organized under the laws of the Cayman Islands and an indirect subsidiary of the Company, issued $430 million in aggregate principal amount of 10.00% Senior Secured Second-Priority Notes due 2014 (the "Notes"), which mature on May 1, 2014, pursuant to an indenture, dated as of May 1, 2009 (the "Indenture"), among the Issuer, the Company, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the "Trustee").

Interest on the Notes will be payable in cash. Interest on the Notes is payable semiannually on May 1 and November 1 of each year, commencing on November 1, 2009, to holders of record of the Notes on April 15 or October 15 immediately preceding the interest payment date.

The following is a brief description of the material provisions of the Indenture and the Notes. The above description of the Indenture and the Notes contained herein is qualified in its entirety by the Indenture and the form of 10.00% Senior Secured Second-Priority Note due 2014 (included in the Indenture), filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, which are incorporated herein by reference.

Guaranties

The obligations of the Issuer pursuant to the Indenture, including any repurchase obligation resulting from a change of control (as defined in the Indenture), are unconditionally guaranteed, jointly and severally, on a general, secured basis, by the Company and each of its existing and future, direct or indirect, wholly owned material subsidiaries (other than the Issuer) that is a borrower under, or guarantees, the Amended Credit Agreement, subject to certain exceptions. Such guarantees are collectively referred to herein as the "Note Guaranties" and each, a "Note Guaranty." The Company and such subsidiary guarantors are collectively referred to herein as the "Guarantors," and the Guarantors that guaranteed the Notes as of the Closing Date are collectively referred to herein as the "Initial Guarantors"). . . .

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

(d) Exhibits.

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

Exhibit No.       Description

    4.1           Indenture dated as of May 1, 2009, among Seagate Technology
                  International, as Issuer, Seagate Technology, Seagate Technology
                  HDD Holdings, Maxtor Global Ltd., Seagate Technology (Ireland),
                  Seagate Technology Media (Ireland), Seagate International (Johor)
                  Sdn. Bhd., Penang Seagate Industries (M) Sdn. Bhd., Seagate
                  Singapore International Headquarters Pte. Ltd., Seagate
                  Technology (Thailand) Limited, Seagate Technology (US) Holdings,
                  Inc., Maxtor Corporation, i365 Inc. and Seagate Technology LLC,
                  as Guarantors, and Wells Fargo Bank, National Association, as
                  Trustee

    4.2           Form of 10.00% Senior Secured Second-Priority Note due 2014
                  (included in Exhibit 4.1)

   10.1           U.S. Guarantee Agreement dated as of April 29, 2009, among
                  Seagate Technology HDD Holdings, as Borrower, Seagate Technology,
                  Seagate Technology (US) Holdings, Inc., Maxtor Corporation, i365
                  Inc., Seagate Technology LLC, Maxtor Global Ltd., Seagate
                  Technology International, Seagate International (Johor) Sdn.
                  Bhd., Seagate Technology (Thailand) Limited, Penang Seagate
                  Industries (M) Sdn. Bhd., Seagate Technology (Ireland), Seagate
                  Technology Media (Ireland) and Seagate Singapore International
                  Headquarters Pte. Ltd., as Guarantors, and JPMorgan Chase Bank,
                  N.A., as Administrative Agent for the Secured Parties (as defined
                  therein)

   10.2           U.S. Security Agreement dated as of April 29, 2009, among Seagate
                  Technology HDD Holdings, as Borrower, Seagate Technology, Seagate
                  Technology (US) Holdings, Inc., Maxtor Corporation, i365 Inc.,
                  Seagate Technology LLC and Seagate Technology International, as
                  Grantors, and JPMorgan Chase Bank, N.A., as Administrative Agent
                  for the Secured Parties (as defined therein)

   10.3           U.S. Pledge Agreement dated as of April 29, 2009, among Seagate
                  Technology HDD Holdings, as Borrower, Seagate Technology, Seagate
                  Technology (US) Holdings, Inc., Maxtor Corporation, i365 Inc. and
                  Seagate Technology LLC, as Pledgors, and JPMorgan Chase Bank,
                  N.A., as Administrative Agent for the Secured Parties (as defined
                  therein)

   10.4           Indemnity, Subrogation and Contribution Agreement dated as of
                  April 29, 2009, among Seagate Technology HDD Holdings, as
                  Borrower, Seagate Technology, Seagate Technology (US) Holdings,
                  Inc., Maxtor Corporation, i365 Inc., Seagate Technology LLC,
                  Maxtor Global Ltd., Seagate Technology International, Seagate
                  International (Johor) Sdn. Bhd., Seagate Technology (Thailand)
                  Limited, Penang Seagate Industries (M) Sdn. Bhd., Seagate
                  Technology (Ireland), Seagate Technology Media (Ireland) and
                  Seagate Singapore International Headquarters Pte. Ltd., as
                  Guarantors, and JPMorgan Chase Bank, N.A., as Administrative
                  Agent for the Secured Parties (as defined therein)

   10.5           Form of Equitable Share Mortgage in respect of shares dated
                  April 29, 2009, between [Seagate entity], as Mortgagor, and
                  JPMorgan Chase Bank, N.A., as Administrative Agent

   10.6           Omnibus Debenture dated April 29, 2009, between Seagate
                  Technology, Seagate Technology HDD Holdings, Seagate Technology
                  International, Seagate Technology (Ireland) and Seagate
                  Technology Media (Ireland), as Chargors, and JPMorgan Chase Bank,
                  N.A., as Administrative Agent or Chargee

   10.7           Second Lien U.S. Security Agreement dated as of May 1, 2009,
                  among Seagate Technology International, Seagate Technology,
                  Seagate Technology (US) Holdings, Inc., Maxtor Corporation, i365
                  Inc., Seagate Technology LLC and Seagate Technology HDD Holdings,
                  as Grantors, and Wells Fargo Bank, National Association, as
                  Collateral Agent for the Secured Parties (as defined therein)

   10.8           Second Lien U.S. Pledge Agreement dated as of May 1, 2009, among
                  Seagate Technology, Seagate Technology (US) Holdings, Inc.,
                  Maxtor Corporation, i365 Inc., Seagate Technology LLC and Seagate
                  Technology HDD Holdings, as Pledgors, and Wells Fargo Bank,
                  National Association, as Collateral Agent for the Secured Parties
                  (as defined therein)

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10.9       Second Priority Omnibus Debenture dated May 1, 2009, between Seagate
           Technology, Seagate Technology HDD Holdings, Seagate Technology
           International, Seagate Technology (Ireland) and Seagate Technology
           Media (Ireland), as Chargors, and Wells Fargo Bank, National
           Association, as Collateral Agent or Chargee

10.10      Form of Second Priority Equitable Share Mortgage in respect of shares
           dated May 1, 2009, between [Seagate entity], as Mortgagor, and Wells
           Fargo Bank, National Association, as Collateral Agent

10.11      Intercreditor Agreement dated as of May 1, 2009, among JPMorgan Chase
           Bank, N.A., as Administrative Agent and First Priority Representative
           for the First Priority Secured Parties (as defined therein), Wells
           Fargo Bank, National Association, as Collateral Agent and Second
           Priority Representative for the Second Priority Secured Parties (as
           defined therein), Seagate Technology HDD Holdings, as Borrower, Seagate
           Technology International, as the Second Lien Issuer, and each of the
           other Loan Parties (as defined therein) party thereto