STX Seagate Technology Holdings PLC

On January 13, 2021, Seagate Technology public limited company (the “Company”) and its subsidiary Seagate HDD Cayman (the “Borrower”) entered into an amendment (the “Amendment”) to the Credit Agreement, dated as of February 20, 2019, by and among the Company, the Borrower, the lenders party thereto, and The Bank of Nova Scotia, as administrative agent (as amended from time to time, the “Credit Agreement”). Pursuant to the Amendment, the revolving loan commitments were increased from $1.5 billion to $1.725 billion and the incremental commitments provisions were amended to allow the Borrower to obtain up to an additional $275 million in revolving loan commitments. The Amendment increased the applicable margin added to the interest rate for revolving loans to a range of 1.250% to 2.500% for Eurodollar loans and a range of 0.250% to 1.500% for base rate loans, in each case depending on the Company’s corporate issuer ratings. In addition, the Amendment made certain changes to the indebtedness and restricted payments covenants to make them more restrictive and added a covenant to restrict the ability of the Borrower and its subsidiaries to incur certain obligations subject to the covenants under the indentures for the Borrower’s Senior Notes (as defined in the Credit Agreement). The other material terms of the Credit Agreement remain unchanged.

In connection with the Amendment, the Company and certain subsidiaries of the Company entered into an amendment (the “Guarantee Amendment”) to the U.S. Guarantee Agreement, dated as of February 20, 2019, among the Company, the subsidiaries of the Company party thereto, and The Bank of Nova Scotia, as administrative agent (as amended, modified or otherwise supplemented from time to time, the “Guarantee Agreement”). The Guarantee Amendment amended the Guarantee Agreement to cap the amount of Indebtedness (as defined in any Senior Note Document (as defined in the Credit Agreement)) guaranteed thereby by Borrowers’ subsidiaries to an amount that is $100.0 million less than the lowest amount that would give rise to a guarantee requirement by such Borrower subsidiaries in respect of any series of Senior Notes. Such cap is effective so long as no Guarantor (as defined in the Guarantee Amendment) that is a subsidiary of the Borrower provides a guaranty of any of the Senior Notes.

Certain of the lenders under the Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Borrower or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.