THIS FOURTH AMENDMENT, dated as of May 18, 2021 (this Amendment), to the Existing Credit Agreement referred to below, is among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (STX or Seagate plc), SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Borrower), and THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the Administrative Agent) on behalf of the Lenders (such capitalized terms, and other terms used in this preamble or the recitals, to have the meaning provided in Article I).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, dated as of February 20, 2019 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the Existing Credit Agreement and as further amended, supplemented, amended and restated or otherwise modified, the Credit Agreement), among STX, the Borrower, the Lenders and the Administrative Agent, the Lenders have extended and have agreed to continue to make Loans to the Borrower, the Issuing Banks have agreed to issue Letters of Credit for the account of the Borrower and the other Finance Parties that are counterparties to the Platinum Leases have agreed to continue to provide Platinum Leases to STX, the Borrower or the Subsidiaries;
WHEREAS, STX has advised the Administrative Agent and the Lenders that it intends to consummate the Successor Transaction;
WHEREAS, in connection with the Successor Transaction, and subject to and conditioned upon the occurrence of the Scheme Effective Date (as defined in the Proxy Statement (as defined below)), STX and the Borrower have requested, subject to the terms and conditions hereinafter set forth, that the Existing Credit Agreement be amended in certain respects as set forth below; and
WHEREAS, pursuant to Section 6.15 of the Existing Credit Agreement the Lenders have consented to, and have authorized and directed the Administrative Agent to execute and deliver, this Amendment on their behalf without any further consent of the Lenders.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.1. Certain Definitions. The following terms (whether or not underscored) when used in this Amendment shall have the following meanings:
Amendment is defined in the preamble.
Credit Agreement is defined in the first recital.