| ||(b) || |
Each of the following definitions in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:
Guarantor means Parent, or any successor obligor under the Parent Guarantee pursuant to Article 5, STX, and each entity that, pursuant to Section 4.08(c), executes a supplemental indenture to this Indenture providing for the Guarantee of the payment of the Notes, in each case unless and until such Guarantor is released from its Note Guarantee pursuant to this Indenture.
Parent means Seagate Technology Holdings plc, a public limited company organized under the laws of Ireland, or any successor obligor to its obligations under this Indenture and the Notes pursuant to Article 5.
Registration Rights Agreement means (i) the Registration Rights Agreement dated on or about the Issue Date among the Company, STX and the Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements among the Company, Parent and the Initial Purchasers party thereto relating to rights given by the Company and the Parent to the purchasers of Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities Act.
| ||(c) || |
Section 11.07 of the Indenture is hereby amended and restated in its entirety as follows:
Section 11.07 Governing Law; Waiver of Jury Trial. This Indenture, including any Note Guarantee, and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the Company, the Parent, STX and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, including any Note Guarantee, the Notes or the transactions contemplated hereby.
| ||(d) || |
Section 11.13 of the Indenture is hereby amended and restated in its entirety as follows:
Section 11.13 No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders. No director, officer, employee, incorporator, member or stockholder of the Company, STX or the Parent, as such, will have any liability for any obligations of the Company, STX or the Parent under the Notes, any Note Guarantee or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
| ||(e) || |
Section 11.14 of the Indenture is hereby amended and restated in its entirety as follows:
Section 11.14 Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX and the Parent, jointly and severally, agree that:
(a) Any suit, action or proceeding against the Company, STX or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought