First Amendment to Credit Agreement



 Exhibit 10.01 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT
AGREEMENT, dated as of the 7th day of June, 2012 (this “Amendment”), is entered into among Symantec Corporation, a Delaware corporation (the “Borrower”), each lender party hereto designated as a “Continuing
Lender” on its signature page (collectively, the “Continuing Lenders”), each lender party hereto designated as an “Exiting Lender” on its signature page (collectively, the “Exiting Lenders”), each
lender party hereto designated as a “New Lender” on its signature page (collectively, the “New Lenders” and, together with the Continuing Lenders, the “Lenders”), and Wells Fargo Bank, National
Association, as administrative agent for the Lenders (the “Administrative Agent”). 
 RECITALS

 A. The Borrower, the lenders party thereto and the Administrative Agent are parties to that certain Credit Agreement
dated as of September 8, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the
Credit Agreement as they may be amended pursuant to this Amendment. 
 B. The Borrower, the Administrative Agent, the Exiting
Lenders and the Lenders have agreed to make certain amendments to the Credit Agreement on the terms and conditions set forth herein. 
 STATEMENT OF AGREEMENT 
 NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 
 AMENDMENTS TO CREDIT AGREEMENT 

1.1 Amendments to Section 1.1 Consisting of New Definitions. The following definitions are hereby added to Section 1.1
of the Credit Agreement in appropriate alphabetical order: 
 ““Agreement” means this Credit
Agreement.” 
 ““Debt Rating” means, as of any date of determination, the rating as
determined by either Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc., of the Borrower’s non-credit-enhanced, senior unsecured long-term debt.” 

““First Amendment” shall mean the First Amendment to Credit Agreement, dated as of June 7, 2012, among
the Borrower, the Lenders party thereto, and the Administrative Agent.” 







 ““First Amendment Effective Date” has the meaning given to
such term in Article III of the First Amendment.” 
 1.2 Amendments to Section 1.1 Consisting of Modifications
to Existing Definitions. 
  

	 	(a)	The following definitions in Section 1.1 of the Credit Agreement are hereby amended in their entirety as follows: 


“‘Applicable Rate” means, for any day, with respect to any Eurodollar Loan, any ABR Loan (including any
Swingline Loan) or the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth across from the caption “Applicable Rate for Eurodollar Loans”, “Applicable Rate for ABR Loans and Swingline
Loans” or “Facility Fee” in the table below, as the case may be, based upon the Debt Rating, as more fully described below; provided that (i) if the respective Debt Ratings issued by Standard & Poor’s Ratings
Services and Moody’s Investors Service, Inc. differ by one level, then the pricing level for the higher of such Debt Ratings shall apply (with the Debt Rating for pricing level 1 being the highest and the Debt Rating for pricing level 5 being
the lowest); (ii) if there is a split in such Debt Ratings of more than one level, then the pricing level that is one level lower than the pricing level of the higher Debt Rating shall apply; (iii) if the Borrower has only one such Debt
Rating, the pricing level that is one level lower than that of such Debt Rating shall apply; and (iv) if the Borrower does not have any such Debt Ratings, pricing level 5 shall apply. 

 

											
	 	  	Level 1	 	Level 2	 	Level 3	 	Level 4	 	Level 5
	 Debt Ratings
	  	A-/A3 or
better	 	BBB+/Baa1	 	BBB/Baa2	 	BBB-/Baa3	 	BB+/Ba1
or worse
	 Facility Fee
	  	0.080%	 	0.100%	 	0.125%	 	0.175%	 	0.225%
	 Applicable Rate for Eurodollar Loans
	  	0.795%	 	0.900%	 	1.000%	 	1.200%	 	1.400%
	 Applicable Rate for ABR Loans and Swingline Loans
	  	0.000%	 	0.000%	 	0.000%	 	0.200%	 	0.400%

 Beginning on the First Amendment Effective Date until changed as provided below, the
Applicable Rate shall be based upon pricing level 3. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date
of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 5.1(e) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period
commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.” 

  
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 ““FATCA” means Sections 1471 through 1474 of the Code, as of
the First Amendment Effective Date (or any amended version that is substantively comparable) and any current or future regulations or official interpretations thereof.” 

““Maturity Date” means June 7, 2017.” 

 

	 	(b)	The definition of “Change in Law” in Section 1.1 of the Credit Agreement is hereby amended by replacing the period at the end of the definition with the
following: 

 “; provided that, notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
“Change in Law,” regardless of the date enacted, adopted or issued.” 
  

	 	(c)	The definition of “Defaulting Lender” in Section 1.1 of the Credit Agreement is hereby amended as follows: 


 

	 	(i)	The comma at the end of clause (a) is replaced with the following: 


“, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result
of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied,”

  

	 	(ii)	The phrase “or under other agreements in which it commits to extend credit” is deleted from clause (b). 


 

	 	(iii)	The comma at the end of clause (c) is replaced with the following: 


“(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of
such confirmation by the Administrative Agent and the Borrower)” 
  

	 	(d)	The definition of “Excluded Taxes” in Section 1.1 of the Credit Agreement is hereby amended by replacing clause (d) thereof with the following:


 “(d) any U.S. federal withholding Taxes imposed under FATCA.” 

  
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 1.3 Amendments to Section 2.17 (Taxes). 

 

	 	(a)	Section 2.17(g) of the Credit Agreement is hereby amended in its entirety as follows: 


“(g) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at
the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and
such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement.” 
  

	 	(b)	Section 2.17 of the Credit Agreement is hereby further amended by inserting the following new clause (h): 


“(h) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for
(i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower
to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.4(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in
each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to
set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this
Section 2.17(h).” 
 1.4 Amendments to Section 2.20 (Increase in the Aggregate Commitments).
Section 2.20(a) of the Credit Agreement is hereby amended by replacing the period at the end of the section with the following: 
 “minus the aggregate amount of Commitment reductions effected in accordance with Section 2.9.” 

  
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 1.5 Amendments to Section 3.4 (Financial Condition; No Material Adverse Change).
Section 3.4(b) of the Credit Agreement is hereby amended by replacing the date therein with “March 30, 2012”. 
 1.6 Insertion of Section 3.12. Article III of the Credit Agreement is hereby further amended by inserting the following new Section 3.12 in proper numerical order: 

“Section 3.12 Margin Regulations. No Loan Party is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System). No proceeds of the Loans will be used, directly or indirectly, to purchase or carry any
margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit for such purpose or for any other purpose that would violate or be inconsistent with Regulations T, U or X of the Board of
Governors of the Federal Reserve System or any provision of the Securities Exchange Act of 1934.” 
 1.7 Amendments to
Section 5.1 (Financial Statements; Ratings Change and Other Information). Section 5.1 of the Credit Agreement is hereby amended by redesignating clauses (e) and (f) thereof as clauses (f) and (g), respectively, and
inserting the following new clause (e): 
 “(e) promptly after (and in any event within five Business Days after) the
Borrower obtaining knowledge thereof, written notice of any decrease in or cancellation of any Debt Rating;” 
 1.8
Amendments to Section 9.4 (Successors and Assigns). 
  

	 	(a)	Section 9.4(b) of the Credit Agreement is hereby amended as follows: 

  


	 	(i)	The phrase “or delayed” is inserted immediately after the word “withheld” in the second parenthetical in clause (i). 


 

	 	(ii)	The semicolon at the end of clause (i)(A) is replaced with the following: 


“, and provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;” 
  

	 	(iii)	The period at the end of clause (i)(B) is replaced with the following: 


“or an Affiliate of any such Lender.” 

 

	 	(iv)	The phrase “(such consents not to be unreasonably withheld or delayed)” is inserted immediately after the phrase “otherwise consent” in the eighth
line of clause (ii)(A). 


  
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	 	(b)	Section 9.4(c) of the Credit Agreement is hereby amended by inserting the following new clause (iii): 


“(iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the
Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the
“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest
in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the
owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a
Participant Register.” 
 1.9 Amendment to Schedule 2.1 (Commitments and Notice Information). Schedule 2.1
to the Credit Agreement is hereby amended in its entirety in the form of Schedule 2.1 attached hereto. 
 ARTICLE
II 
 ASSIGNMENTS AND ASSUMPTIONS 
 2.1 Each of the parties hereto acknowledges and agrees that (i) the Exiting Lenders desire to sell and assign their Commitments to the New Lenders and to certain of the Continuing Lenders and to be
relieved of their obligations under the Credit Agreement; (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or increase their existing Commitments; and (iii) the New
Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or provide new Commitments and to become parties to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Lender enter
into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as of the First Amendment Effective Date, (A) each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders increasing
their Commitments (the “Increasing Lenders”) and the New Lenders its Commitment and Loans that are outstanding on the First Amendment Effective Date, (B) the Continuing Lenders decreasing their Commitments (the
“Decreasing Lenders”) shall be deemed to have sold and assigned to the Increasing Lenders and the New Lenders a portion of their Commitments and Loans that are outstanding on the First Amendment Effective Date and (C) the
Increasing Lenders and the New Lenders shall be deemed to have purchased and assumed the Commitments and Loans of the Exiting Lenders and the Decreasing Lenders, in each case in amounts such that the Commitments of the Lenders after giving effect
hereto shall be as reflected on Schedule 2.1 attached hereto. 

  
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 2.2 Effective on the First Amendment Effective Date, (i) each New Lender shall be
deemed to be a party to and a “Lender” under the Credit Agreement and shall be bound by all of the terms and provisions applicable to Lenders under the Credit Agreement; (ii) each New Lender shall deliver (by wire transfer) to the
Administrative Agent cash in an amount equal to such New Lender’s Applicable Percentage of the aggregate Loans outstanding on the First Amendment Effective Date, after giving effect hereto; (iii) each Increasing Lender shall deliver (by
wire transfer) to the Administrative Agent cash in an amount sufficient to provide for such Continuing Lender to hold its increased Applicable Percentage of the aggregate Loans outstanding on the First Amendment Effective Date; and (iv) the
Administrative Agent shall distribute (by wire transfer) such cash received by it from the New Lenders and the Increasing Lenders to the Exiting Lenders and the Decreasing Lenders, in each case in amounts sufficient to repay fully the principal
amount of Loans owing to the Exiting Lenders as of the First Amendment Effective Date and to ensure that each such Lender will hold its Applicable Percentage of the aggregate Loans outstanding on the First Amendment Effective Date. 

2.3 Upon the Administrative Agent’s receipt of the interest and facility fees required to be paid by the Borrower on the First
Amendment Effective Date, the Administrative Agent shall distribute to each of the Continuing Lenders and Exiting Lenders their respective pro rata shares of such interest and facility fees based on their respective Applicable Percentages prior to
giving effect to this Amendment. 
 2.4 Each Exiting Lender and Decreasing Lender hereby (i) warrants that it is the legal
and beneficial owner of the interest being assigned by it pursuant to Section 2.1 free and clear of any adverse claim and that its Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments
thereof that have not become effective, are as set forth on Schedule 2.4 attached hereto; (ii) warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to
consummate the transactions contemplated hereby; and (iii) except as set forth in clauses (i) and (ii), makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in
or in connection with the Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or
the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of its obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto. 
 2.5 Each New Lender and Increasing Lender (i) represents and warrants that (A) it is legally
authorized to enter into this Amendment and to consummate the transactions contemplated by Section 2.1; (B) it is sophisticated with respect to decisions to acquire assets of the type represented by the Commitments and Loans
purchased by it pursuant to Section 2.1 and either it or the Person exercising discretion in making its decision to enter into this Amendment and the transactions contemplated by Section 2.1 is experienced in acquiring assets
of such type; (C) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.4(a) thereof or delivered pursuant to Section 5.1 thereof and such other documents
and information as it has deemed appropriate to make it owns credit analysis and decision to enter into this Amendment and the transactions contemplated by Section 2.1; (D) it has, independently and without reliance upon the
Administrative Agent, any 

  
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other Lender or any Exiting Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the
transactions contemplated by Section 2.1; and (E) if it is a Foreign Lender, it has previously delivered to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed; (ii) agrees that (A) it will independently and without reliance upon the Administrative Agent, any other Lender or any Exiting Lender and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; and (B) it will perform in accordance with their terms all the obligations that by the terms of the Credit Agreement are required to
be performed by it as a Lender; and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as delegated to the Administrative Agent, by the terms
thereof, together with such powers as are reasonably incidental thereto. 
 2.6 Notwithstanding anything to the contrary
contained in the Credit Agreement, the parties acknowledge and agree that this Article II shall be deemed to satisfy all requirements set forth in Section 9.4 of the Credit Agreement for the assignment and assumption of the Commitments, Loans
and related rights and obligations being sold and assigned pursuant hereto, including the requirement that a separate Assignment and Assumption be entered into in connection with each such sale and assignment. 

2.7 Effective on the First Amendment Effective Date, the participations in the Swingline Loans under the Credit Agreement shall be
adjusted to give effect to any change in the Applicable Percentage of any Lender as a result of this Amendment. 
 2.8 THE
PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE EXITING LENDERS ARE ENTERING INTO THIS AMENDMENT SOLELY FOR THE PURPOSES OF THIS ARTICLE II AND SHALL NOT BE DEEMED TO BE BOUND BY ANY TERM OR PROVISION OF THIS AMENDMENT OTHER THAN THIS
ARTICLE II. 
 ARTICLE III 
 CONDITIONS OF EFFECTIVENESS 
 This Amendment shall become effective as of
the date (such date being referred to as the “First Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: 

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment
signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Amendment) that such party has signed a
counterpart of this Amendment. 
 (b) The Administrative Agent shall have received a favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the First Amendment Effective Date) of Fenwick & West LLP, counsel for the Borrower, covering such other matters relating to the Borrower, this Amendment, the other Loan Documents or the
transactions contemplated by this Amendment and the other Loan Documents as the Administrative Agent or the Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. 

  
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 (c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower,
this Amendment, the other Loan Documents or the transactions contemplated hereby and by the other Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel. 

(d) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf of the
Borrower by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.2 of the Credit Agreement. 

(e) The Administrative Agent shall have received a certificate of each Guarantor, executed on behalf of such Guarantor, certifying to the
continuing full force and effect, both immediately before and after the First Amendment Effective Date, of the Guaranty. 
 (f)
The representations and warranties set forth in Article IV shall be true and correct on and as of the First Amendment Effective Date. 
 (g) No Default shall have occurred and be continuing both immediately before and after the First Amendment Effective Date. 
 (h) The Administrative Agent shall have received (i) all accrued and unpaid interest and fees owing to the Exiting Lenders and Continuing Lenders as of the First Amendment Effective Date and
(ii) all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel)
required to be reimbursed or paid by any of the Borrower under the Credit Agreement, under this Amendment or under any other Loan Document. 
 (i) The Administrative Agent shall have received such documentation and information as is reasonably requested by any Lender about the Borrower and the Guarantors in respect of applicable “know your
customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. 
 ARTICLE IV

 REPRESENTATIONS AND WARRANTIES 
 The Borrower represents and warrants to the Administrative Agent and the Lenders that (i) each of the representations and warranties contained in the Credit Agreement and the other Loan Documents are
true and correct in all material respects on and as of the First Amendment Effective Date, both immediately before and after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to have been
made as of a specific 

  
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date, in which case such representation or warranty shall be true and correct in all material respects as of such date, and except that the representations and warranties contained in
Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1 thereof), (ii) this Amendment has been duly authorized, executed and delivered by the Borrower and
constitutes the legal, valid and binding obligation of the Borrower enforceable against its in accordance with its terms and (iii) no Default shall have occurred and be continuing on the First Amendment Effective Date, both immediately before
and after giving effect to this Amendment. 
 ARTICLE V 

ACKNOWLEDGMENT AND CONFIRMATION OF THE BORROWER 
 The Borrower hereby confirms and agrees that after giving effect to this Amendment, the Credit Agreement and the other Loan Documents remain in full force and effect and enforceable against it in
accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and the amendments contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit,
cancel or extinguish, or constitute a novation in respect of, the Obligations of the Borrower evidenced by or arising under the Credit Agreement and the other Loan Documents, which shall not in any manner be impaired, limited, terminated, waived or
released, but shall continue in full force and effect. The Borrower represents and warrants to the Lenders that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Loan Documents, or
if the Borrower has any such claims, counterclaims, offsets, or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this
Amendment. This acknowledgment and confirmation by the Borrower is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment. The Borrower acknowledges that the Administrative Agent and the Lenders would not
enter into this Amendment in the absence of the acknowledgment and confirmation contained herein. 
 ARTICLE VI

 MISCELLANEOUS 
 6.1 Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. 

6.2 Full Force and Effect. Except as expressly amended hereby, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean the Credit
Agreement after amendment by this Amendment. Any reference to the Credit Agreement or any of the other Loan Documents herein or in any such documents shall refer to the Credit Agreement and Loan Documents as amended hereby. This Amendment is limited
as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein. This Amendment shall constitute a Loan Document under the terms of
the Credit Agreement. 

  
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 6.3 Expenses. The Borrower agrees on demand (i) to pay all reasonable fees and
expenses of counsel to the Administrative Agent, and (ii) to reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and delivery of this
Amendment and the other Loan Documents delivered in connection herewith. 
 6.4 Severability. To the extent any provision
of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. 
 6.5
Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto. 

6.6 Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only
and shall not in any way affect the meaning or construction of any of the provisions hereof. The provisions of Section 1.3 of the Credit Agreement are hereby incorporated by reference as if fully set forth herein. 

6.7 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or by
electronic mail in a .pdf or similar file shall be effective as delivery of a manually executed counterpart of this Amendment. 

  
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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. 
  

			
	SYMANTEC CORPORATION, as Borrower
		
	By:	 	/s/ James Beer
	 Name:
 Title:
	 	 James Beer
 Executive Vice
President and Chief
 Financial Officer




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent, as
Swingline Lender and as a Continuing Lender
		
	By:	 	/s/ Karen Bayler
	 Name:
 Title:
	 	 Karen Bayler

S.V.P




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	BANK OF AMERICA, N.A., as a Continuing
Lender
		
	By:	 	/s/ Jeffrey Mills
	 Name:
 Title:
	 	 Jeffery Mills

AVP




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	CITIBANK, N.A., as a Continuing Lender
		
	By:	 	/s/ Sean Klimchalk
	 Name:
 Title:
	 	 Sean Klimchalk
 Vice
President




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	BARCLAYS BANK PLC, as a New Lender
		
	By:	 	/s/ Diane Rolfe
	 Name:
 Title:
	 	 Diane Rolfe

Director




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	JPMORGAN CHASE BANK, N.A., as a
Continuing Lender
		
	By:	 	/s/ Ann B. Kerns
	 Name:
 Title:
	 	 Ann B. Kerns
 Vice
President




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	MORGAN STANLEY BANK, N.A., as a
Continuing Lender
		
	By:	 	/s/ Sherrese Clarke
	 Name:
 Title:
	 	 Sherrese Clarke
 Authorized
Signatory




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	HSBC BANK USA, NATIONAL ASSOCIATION,
as a Continuing Lender
		
	By:	 	/s/ Thomas T Rogers
	 Name:
 Title:
	 	 Thomas T Rogers
 Senior Vice
President




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	MIZUHO CORPORATE BANK, LTD., as a
Continuing Lender
		
	By:	 	/s/ Bertram H. Tang
	 Name:
 Title:
	 	 Bertram H. Tang
 Authorized
Signatory




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	UBS LOAN FINANCE LLC, as a Continuing
Lender
		
	By:	 	/s/ Mary E. Evans
	 Name:
 Title:
	 	 Mary E. Evans
 Associate
Director

		
	By:	 	/s/ David Urban
	 Name:
 Title:
	 	 David Urban
 Associate
Director




  
 SIGNATURE PAGE
TO 
 AMENDMENT TO CREDIT AGREEMENT 








 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as a Continuing Lender
		
	By:	 	/s/ Christopher Reo Day
	 Name:
 Title:
	 	 Christopher Reo Day
 Vice
President

		
	By:	 	/s/ Sanja Gazahi
	 Name:
 Title:
	 	 Sanja Gazahi

Associate




  
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 AMENDMENT TO CREDIT AGREEMENT 








 
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
as a New Lender
		
	By:	 	/s/ Virginia Cosenza
	 Name:
 Title:
	 	 Virginia Cosenza
 Vice
President

		
	By:	 	/s/ Ming K. Chu
	 Name:
 Title:
	 	 Ming K. Chu
 Vice
President




  
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 AMENDMENT TO CREDIT AGREEMENT 








 
			
	BNP PARIBAS, as an Exiting Lender
		
	By:	 	/s/ William Davidson
	 Name:
 Title:
	 	 William Davidson
 Managing
Director

		
	By:	 	/s/ Liz Cheng
	 Name:
 Title:
	 	 Liz Cheng
 Vice
President




  
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 AMENDMENT TO CREDIT AGREEMENT