JOINDER AND ASSUMPTION AGREEMENT
This Joinder and Assumption Agreement, dated as of May 18, 2021 (this Joinder Agreement), is among SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (Holdings), SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (Seagate plc), SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Borrower), the Guarantors party hereto, and THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the Administrative Agent) for 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 from time to time the Credit Agreement), among Seagate plc, 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 Seagate plc, the Borrower or the Subsidiaries;
WHEREAS, pursuant to the U.S. Guarantee Agreement the Guarantors have agreed to guarantee the Obligations;
WHEREAS, Seagate plc has informed the Administrative Agent and the Lenders that it intends, subject to the receipt of required approvals, to consummate the Successor Transaction as described in the Proxy Statement; and
WHEREAS, as a condition precedent to consummating the Successor Transaction Holdings is required to execute and deliver this Joinder Agreement to become a party to the Credit Agreement and the U.S. Guarantee Agreement conditional upon, subject to the occurrence of, and effective as of the Scheme Effective Date (as defined in the Proxy Statement).
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 Joinder Agreement shall have the following meanings:
Administrative Agent is defined in the preamble.
Borrower is defined in the first recital.
Credit Agreement is defined in the first recital.