AMENDMENT NO. 4 TO CREDIT AGREEMENT

EX-10.15 13 d319670dex1015.htm EX-10.15 EX-10.15

Exhibit 10.15

This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 5, 2016, is made and entered into among SMART Worldwide Holdings, Inc. (as successor in interest to SMART Modular Technologies (Global Holdings), Inc. (f.k.a. SMART Modular Technologies (Global Memory Holdings), Inc.)), a Cayman Islands exempted company (“Holdings’), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company (the “Parent Borrower”) and the Lenders party hereto and Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Borrowers, Holdings, the Administrative Agent and the other parties named therein are party to that certain Credit Agreement dated as of August 26, 2011, as amended prior to the date hereof (as so amended, the “Credit Agreement”);

WHEREAS, Section 9.02 of the Credit Agreement permits certain provisions of any Loan Document to be amended with the consent of the Parent Borrower and the Required Lenders;

WHEREAS, the Administrative Agent, Holdings, the Parent Borrower and the Required Lenders have agreed to amend the Credit Agreement on the terms set forth herein;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE. Amendment. As of the Amendment No. 4 Effective Date (a) the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex A hereto and (b) each of Schedules 6.01, 6.02, 6.04(e) and 6.09 thereto are hereby amended and restated in their entirety as set forth on Annex B hereto.

SECTION TWO. Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (such date, the “Amendment No. 4 Effective Date”) when, and only when,

(a) the Administrative Agent shall have received counterparts of this Amendment executed by the Administrative Agent, each Term Lender, the Required Lenders, Holdings and the Parent Borrower;

(b) the Administrative Agent shall have received for the ratable account of the Term Lenders party hereto, an additional payment equal to $5,000,000, which additional payment shall be payable in the form of additional Term Loans of like aggregate principal amount;

(c) SMART Global Holdings, Inc., a Cayman Islands exempted company or a Subsidiary thereof shall have made a common equity investment of at least $9,900,000 in cash to the Parent Borrower;

(d) 10,402,765 warrants to purchase ordinary shares of SMART Global Holdings, Inc. in the aggregate shall have been earned as of the Amendment No. 4 Effective Date and issued to the Term Lenders in each case pursuant to a Warrant Agreement substantially in the form of Annex C hereto, with each Term Lender receiving its pro rata portion of such warrants based on its pro rata share of the outstanding principal amount of the Term Loan held by such Term Lender as of the Amendment No. 4 Effective Date;

(e) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 4 Effective Date or on such earlier date, as the case may be; and

(f) on the Amendment No. 4 Effective Date and immediately after giving effect to this Amendment, no Default shall have occurred and be continuing.

SECTION THREE. Representations and Warranties. This Amendment been duly authorized by all necessary corporate or other action of each of Holdings and the Borrowers and, if required, action by the holders of each of Holdings’ or each Borrower’s Equity Interests. This Amendment has been duly executed and delivered by each of Holdings and the Borrowers and constitutes a legal, valid and binding obligation of Holdings and the Borrowers, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. SMART Global Holdings, Inc. has not issued any preferred Equity Interests.

SECTION FOUR. Reference to and Effect on the Loan Documents. On and after the Amendment No. 4 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The

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Loan Documents are and shall continue to be in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. This Amendment shall constitute a Loan Document.

SECTION FIVE. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION SIX. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York (without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby).

[Signature Pages Follow]

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


EXECUTED AS A DEED BY

SMART WORLDWIDE HOLDING, INC.

By:		/s/ Iain Mackenzie
		Name: Iain Mackenzie
		Title: President & CEO

By:		/s/ Bruce Goldberg
		Witness
		Name: Bruce Goldberg
		Title: VP & CLO

SMART MODULAR TECHNOLOGIES (GLOBAL), INC.

By:		/s/ Iain Mackenzie
		Name: Iain Mackenzie
		Title: Director

By:		/s/ Bruce Goldberg
		Witness
		Name: Bruce Goldberg
		Title: Secretary