EX-10.15




 Exhibit 10.15 

AMENDMENT NO. 4 TO CREDIT AGREEMENT 

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


 [Amendment No. 4 to Credit Agreement] 









			
	 BARCLAYS BANK PLC,
as Administrative Agent

		
	By:	 	 /s/ Christopher M. Aitkin

		 	Name: Christopher M. Aitkin
		 	Title: Assistant Vice President


 [Amendment No. 4 to Credit Agreement] 









			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	 JPMORGAN CHASE BANK, N.A. as a Lender

		
	By:	 	 /s/ Michael Willett

		 	Name: Michael Willett
		 	Title: Authorized Signatory


 [Amendment No. 4 to Credit Agreement] 









			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment
	
	 Napier Park Select Master Fund LP.

as a Lender

		
	By:	 	 /s/ Jonathan Dorfman

		 	Name: Jonathan Dorfman
		 	Title: Managing Director
		
	By:	 	 /s/ Ram Putcha

		 	Name: Ram Putcha
		 	Title: Managing Director


 [Amendment No. 4 to Credit Agreement] 









			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
		
		 	 Wells Fargo Bank,

		 	as a Lender
		
	By:	 	 /s/ Ben Casey

		 	Name: Ben Casey
		 	Title: V.P.
		
	By:	 	  

		 	Name:
		 	Title:


 [Amendment No. 4 to Credit Agreement] 








 
			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	 ALLIANCE BERNSTEIN HIGH INCOME FUND,

AB GLOBAL HIGH INCOME FUND,

ALLIANCEBERNSTEIN US HIGH YIELD

COLLECTIVE TRUST, ALLIANCEBERNSTEIN

HY POOLING PORTFOLIO

	
	                                    
                    ,
	as a Lenders


 
			
		
	By:	 	 /s/ Devin Nomellini

		 	Name: Devin Nomellini
		 	Title: Senior Vice President
		
	By:	 	  

		 	Name:
		 	Title:


 [Amendment No. 4 to Credit Agreement] 








 
			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	                                    
        .
	as a Lender
		 	             Banco do Brasil

            535 Madison Avenue - 34th Fl.

            New York, NY
10022



 
			
		
	By:	 	 /s/ Joao Fruet

		 	Name: Joao Fruet
		 	Title: General Manager
		
	By:	 	 /s/ Reinaldo Lima

		 	Name: Reinaldo Lima
		 	Title: Deputy General Manager


 [Amendment No. 4 to Credit Agreement] 








 
			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	 Barclays Bank PLC,
 as a
Lender



 
			
		
	By:	 	 /s/ Keith Baldrey

		 	Name: Keith Baldrey
		 	Title: Authorized Signatory
		
	By:	 	  

		 	Name:
		 	Title


 [Amendment No. 4 to Credit Agreement] 








 
			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	CPPIB Credit Investments III Inc.
	as a Lender


 
			
		
	By:	 	 /s/ Ryan Selwood

		 	Name: Ryan Selwood
		 	Title: Authorized Signatory


 [Amendment No. 4 to Credit Agreement] 








 
			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	D-Star Ltd.
	as a Lender


 
			
		
	By:	 	 /s/ Jonathan Dorfman

		 	Name: Jonathan Dorfman
		 	Title: Managing Director
		
	By:	 	 /s/ Ram Putcha

		 	Name: Ram Putcha
		 	Title: Managing Director


 [Amendment No. 4 to Credit Agreement] 








 
			
	The undersigned Lender hereby irrevocably and unconditionally approve the Amendment.
	
	Deutsche Bank AG New York Branch, as a Lender
		
	By:	 	 /s/ Anca Trifan

		 	Name: Anca Trifan
		 	Title:   Managing Director
		
	By:	 	 /s/ Marcus M. Tarkington

		 	Name: Marcus M. Tarkington
		 	Title:   Director



  
 [Amendment No. 4 to
Credit Agreement] 










			
	JFIN REVOLVER CLO 2015 LTD.
	
	By: Jefferies Finance LLC, as Portfolio Manager
		
	By:	 	 /s/ J. Paul McDonnell

	Name:	 	J. Paul McDonnell
	Title:	 	Managing Director
	
	JEFFERIES FINANCE LLC
		
	By:	 	 /s/ J. Paul McDonnell

	Name:	 	J. Paul McDonnell
	Title:	 	Managing Director



  
 [Amendment No. 4 to
Credit Agreement] 










			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	Oaktree Value Opportunities Fund Holdings, L.P.
		
	By:	 	Oaktree Value Opportunities Fund GP, L.P.
	Its:	 	General Partner
		
	By:	 	Oaktree Value Opportunities Fund GP Ltd.
	Its:	 	General Partner
		
	By:	 	Oaktree Capital Management, L.P.
	Its:	 	Director
		
	By:	 	 /s/ Robert O’Leary

	Name:	 	Robert O’Leary
	Title:	 	Managing Director
		
	By:	 	 /s/ Brook Hinchman

	Name:	 	Brook Hinchman
	Title:	 	Senior Vice President
	
	Oaktree Opportunities Fund VIII Delaware, L.P.
		
	By:	 	Oaktree Fund GP, LLC
	Its:	 	General Partner
		
	By:	 	Oaktree Fund GP I, L.P.
	Its:	 	Managing Member
		
	By:	 	 /s/ Robert O’Leary

	Name:	 	Robert O’Leary
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Brook Hinchman

	Name:	 	Brook Hinchman
	Title:	 	Authorized Signatory



  
 [Amendment No. 4 to
Credit Agreement] 










			
	Oaktree Huntington Investment Fund, L.P.
		
	By:	 	Oaktree Huntington Investment Fund GP, L.P.
	Its:	 	General Partner
		
	By:	 	Oaktree Huntington Investment Fund GP, Ltd.
	Its:	 	General Partner
		
	By:	 	Oaktree Capital Management, L.P.
	Its:	 	Director
		
	By:	 	 /s/ Robert O’Leary

	Name:	 	Robert O’Leary
	Title:	 	Managing Director
		
	By:	 	 /s/ Brook Hinchman

	Name:	 	Brook Hinchman
	Title:	 	Senior Vice President
	
	Oaktree Opportunities Fund VIII (Parallel 2), L.P.
		
	By:	 	Oaktree Opportunities Fund VIII GP, L.P.
	Its:	 	General Partner
		
	By:	 	Oaktree Opportunities Fund VIII GP Ltd.
	Its:	 	General Partner
		
	By:	 	Oaktree Capital Management, L.P.
	Its:	 	Director
		
	By:	 	 /s/ Robert O’Leary

	Name:	 	Robert O’Leary
	Title:	 	Managing Director
		
	By:	 	 /s/ Brook Hinchman

	Name:	 	Brook Hinchman
	Title:	 	Senior Vice President



  
 [Amendment No. 4 to
Credit Agreement] 










			
	Oaktree Opportunities Fund VIIIb Delaware, L.P.
		
	By:	 	Oaktree Fund GP, LLC
	Its:	 	General Partner
		
	By:	 	Oaktree Fund GPI, L.P.
	Its:	 	Managing Member
		
	By:	 	 /s/ Robert O’Leary

	Name:	 	Robert O’Leary
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Brook Hinchman

	Name:	 	Brook Hinchman
	Title:	 	Authorized Signatory



  
 [Amendment No. 4 to
Credit Agreement] 










			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	SSF Trust,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	Nuveen Senior Income Fund,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	Nuveen Short Duration Credit Opportunities Fund,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	Nuveen Floating Rate Income Opportunity Fund,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	Nuveen Floating Rate Income Fund,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	Symphony CLO VII, Ltd.,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	California Street CLO V, Ltd.,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	Symphony CLO IV, Ltd.,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	California Street CLO III, Ltd.,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	California Street CLO II, Ltd.,
	
	By: Symphony Asset Management LLC
	
	as a Lender
		
	By:	 	 /s/ Gunther Stein

		 	Name: Gunther Stein
		 	Title: CIO
		 	
		
	By:	 	  

		 	Name:
		 	Title:











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	BlueMountain CLO II, Ltd.,
	as a Lender
		
	By:	 	 /s/ Ellen Brooks

		 	Name: Ellen Brooks
		 	Title:   Operations Analyst











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	BlueMountain CLO III, Ltd.,
	as a Lender
		
	By:	 	 /s/ Ellen Brooks

		 	Name: Ellen Brooks
		 	Title: Operations Analyst











			
	The undersigned Lender hereby irrevocably and unconditionally approves the Amendment.
	
	BlueMountain CLO 2011-1, Ltd.,
	as a Lender
		
	By:	 	 /s/ Ellen Brooks

		 	Name: Ellen Brooks
		 	Title:   Operations Analyst










 Annex A 

[See attached]