REGISTRATION RIGHTS AGREEMENT Dated as of April 9, 2020 Among DELL INTERNATIONAL L.L.C., EMC CORPORATION, the Guarantors party hereto, and BOFA SECURITIES, INC., BARCLAYS CAPITAL INC., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC,...Registration Rights Agreement • April 9th, 2020 • Dell Technologies Inc. • Electronic computers • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 9, 2020, among DELL INTERNATIONAL L.L.C., a Delaware limited liability company (“Dell International”), EMC CORPORATION, a Massachusetts corporation (“EMC” and, together with Dell International, the “Issuers”), the Guarantors (as defined below) and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule I to the Purchase Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2022 • Dell Technologies Inc. • Electronic computers • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into, effective as of ________________, 2022, by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).
DELL TECHNOLOGIES INC. Performance-Based Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 25th, 2024 • Dell Technologies Inc. • Electronic computers • Delaware
Dell Technologies Inc., a Delaware corporation (the “Company”), is pleased to grant you an Other Stock-Based Award in the form of “restricted stock units” representing the right to receive shares of the Company’s Class C Common Stock (the “Shares”), subject to the terms and conditions described below. The number of restricted stock units that are awarded to you (the “Units”) is stated on the Company’s stock plan administrator’s online website (the “Grant Summary”). Each Unit represents the right to receive one Share. In connection with the Units, the Company is also granting you an Other Stock-Based Award in the form of the right to receive a credit, payable in cash (without interest), equal to the value of each regular cash dividend that would have been paid on each Share underlying the Units if such Share had been issued to and held by you on the record date for such regular cash dividend (the “Dividend Equivalent Right”).
CREDIT AGREEMENT DATED AS OF NOVEMBER 1, 2021 AMONG DELL TECHNOLOGIES INC., AS PARENT, DENALI INTERMEDIATE INC., AS HOLDINGS, DELL INC., AS THE COMPANY, DELL INTERNATIONAL L.L.C., AS A BORROWER, EMC CORPORATION, AS A BORROWER, JPMORGAN CHASE BANK,...Credit Agreement • November 1st, 2021 • Dell Technologies Inc. • Electronic computers • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 1, 2021, among Dell International L.L.C., a Delaware limited liability company (“Dell International” and a “Borrower”), EMC Corporation, a Massachusetts corporation (“EMC” and a “Borrower”), the Guarantors referred to herein, each Lender from time to time party hereto, each Swingline Lender from time to time party hereto, each L/C Issuer from time to time party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of December 25, 2018Registration Rights Agreement • December 28th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation, and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 15th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of November 14, 2018 (this “Agreement”), among Dell Technologies Inc., a Delaware corporation (the “Company”) and Mason Capital Master Fund, LP (the “Stockholder”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among VMWARE, INC., RAVEN TRANSACTION SUB, INC. and PIVOTAL SOFTWARE, INC. Dated as of August 22, 2019Agreement and Plan of Merger • August 22nd, 2019 • Dell Technologies Inc • Electronic computers • Delaware
This Agreement and Plan of Merger (“Agreement”), dated as of August 22, 2019, is between VMware, Inc., a Delaware corporation (“VMware”), Raven Transaction Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of VMware (“Merger Sub”), and Pivotal Software, Inc., a Delaware corporation (“Pivotal”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2017 • Dell Technologies Inc • Electronic computers • Delaware
This Indemnification Agreement is dated as of ______ (this “Agreement”) and is between Denali Holding Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
Dell Technologies Inc. Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights AgreementRegistration Rights Agreement • December 3rd, 2021 • Dell Technologies Inc. • Electronic computers • Delaware
Reference is made herein to the Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, as amended by Amendment No. 1, dated as of May 27, 2019, Amendment No. 2, dated as of April 15, 2020, and Amendment No. 3, dated as of September 15, 2020 (as so amended, the “Registration Rights Agreement”), by and among Dell Technologies Inc. (the “Company”), a Delaware corporation, and each of (a) Michael S. Dell and Susan Lieberman Dell Separate Property Trust, (b) SL SPV-2, L.P., a Delaware limited partnership, Silver Lake Partners IV, L.P., a Delaware limited partnership, Silver Lake Technology Investors IV, L.P., a Delaware limited partnership, Silver Lake Partners V DE (AIV), L.P., a Delaware limited partnership, and Silver Lake Technology Investors V, L.P., a Delaware limited partnership (collectively, the “SLP Stockholders”), and (c) Venezio Investments Pte. Ltd., a Singapore corporation. Capitalized terms used but not defined in this Consent shall have the
Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights AgreementRegistration Rights Agreement • March 30th, 2023 • Dell Technologies Inc. • Electronic computers
Reference is made herein to the Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, as amended by Amendment No. 1, dated as of May 27, 2019, Amendment No. 2, dated as of April 15, 2020, and Amendment No. 3, dated as of September 15, 2020 (as so amended, the “Registration Rights Agreement”), by and among Dell Technologies Inc. (the “Company”), a Delaware corporation, and each of (a) Michael S. Dell and Susan Lieberman Dell Separate Property Trust, (b) SL SPV-2, L.P., a Delaware limited partnership, Silver Lake Partners IV, L.P., a Delaware limited partnership, Silver Lake Technology Investors IV, L.P., a Delaware limited partnership, Silver Lake Partners V DE (AIV), L.P., a Delaware limited partnership, and Silver Lake Technology Investors V, L.P., a Delaware limited partnership (collectively, the “SLP Stockholders”), and (c) Venezio Investments Pte. Ltd., a Singapore corporation. Capitalized terms used but not defined in this Consent shall have the
CONSENT AND SUPPORT AGREEMENTTax Sharing Agreement • August 22nd, 2019 • Dell Technologies Inc • Electronic computers • Delaware
This Consent and Support Agreement (“Agreement”), dated as of August 22, 2019, is entered into by and among (i) VMware, Inc., a Delaware corporation (“VMware”), (ii) Dell Technologies, Inc., a Delaware corporation (“Dell”), and EMC Equity Assets LLC, a Delaware limited liability company (“EMC LLC”), and (iii) solely with respect to sections 5 and 6, EMC Corporation, a Massachusetts corporation (“EMC Corp”) and VMW Holdco LLC, a Delaware limited liability company (“VMW Holdings”).
CREDIT AGREEMENT dated as of September 7, 2016, among UNIVERSAL ACQUISITION CO., (which on the Effective Date shall be merged with and into EMC Corporation, with EMC Corporation surviving such merger and being contributed to the Company as a...Credit Agreement • September 9th, 2016 • Dell Technologies Inc • Electronic computers • New York
CREDIT AGREEMENT dated as of September 7, 2016 (this “Agreement”), among UNIVERSAL ACQUISITION CO., a Delaware corporation (which on the Effective Date shall be merged with and into EMC Corporation, a Massachusetts corporation (the “Target”), with EMC Corporation surviving such merger (such surviving entity, the “Borrower”) and being contributed to the Company as a wholly-owned subsidiary of the Company), the LENDERS party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent.
DELL TECHNOLOGIES INC. MSD PARTNERS STOCKHOLDERS AGREEMENT Dated as of December 25, 2018Stockholders Agreement • December 28th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This MSD PARTNERS STOCKHOLDERS AGREEMENT is made as of December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), EMC Corporation, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purp
BASE INDENTURE Dated as of January 24, 2023 Among DELL INTERNATIONAL L.L.C. and EMC CORPORATION, as Issuers, THE GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SENIOR DEBT SECURITIES AS MAY BE ISSUED FROM TIME...Base Indenture • January 24th, 2023 • Dell Technologies Inc. • Electronic computers • New York
INDENTURE, dated as of January 24, 2023, among Dell International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusetts corporation (“EMC” and, together with Dell International, the “Issuers”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (in such capacity, the “Trustee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 2nd, 2018 • Dell Technologies Inc • Electronic computers • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of July 1, 2018 (this “Agreement”), among Dell Technologies Inc., a Delaware corporation (the “Company”) and each of the following stockholders of the Company (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”): Michael S. Dell, an individual; the Susan Lieberman Dell Separate Property Trust (the “SLD Trust” and together with Michael S. Dell, the “MD Stockholders”); MSDC Denali Investors, L.P., a Delaware limited partnership (“MSDC Denali Investors”); MSDC Denali EIV, LLC, a Delaware limited liability company (“MSDC Denali EIV” and together with MSDC Denali Investors, the “MSD Partners Stockholders”); Silver Lake Partners III, L.P., a Delaware limited partnership (“SLP III”); Silver Lake Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”); Silver Lake Partners IV, L.P., a Delaware limited partnership (“SLP IV”); Silver Lake Technology Investors IV, L.P., a Delaware limit
DELL TECHNOLOGIES INC. MD STOCKHOLDERS AGREEMENT Dated as of December 25, 2018Md Stockholders Agreement • December 28th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This MD STOCKHOLDERS AGREEMENT is made as of December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), EMC Corporation, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2(a) and each of the following (
DELL TECHNOLOGIES INC. SLP STOCKHOLDERS AGREEMENT Dated as of December 25, 2018SLP Stockholders Agreement • December 28th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This SLP STOCKHOLDERS AGREEMENT is made as of December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), EMC Corporation, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2(a), solely for the purposes o
BASE INDENTURE Dated as of April 9, 2020 Among DELL INTERNATIONAL L.L.C. and EMC CORPORATION, as Issuers, THE GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Notes Collateral Agent FIRST LIEN NOTES AS MAY...Base Indenture • April 9th, 2020 • Dell Technologies Inc. • Electronic computers • New York
INDENTURE, dated as of April 9, 2020, among Dell International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusetts corporation (“EMC” and, together with Dell International, the “Issuers”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).
Dell Technologies Inc. Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights AgreementRegistration Rights Agreement • December 8th, 2023 • Dell Technologies Inc. • Electronic computers
Reference is made herein to the Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, as amended by Amendment No. 1, dated as of May 27, 2019, Amendment No. 2, dated as of April 15, 2020, and Amendment No. 3, dated as of September 15, 2020 (as so amended, the “Registration Rights Agreement”), by and among Dell Technologies Inc. (the “Company”), a Delaware corporation, and each of (a) Michael S. Dell and Susan Lieberman Dell Separate Property Trust, (b) SL SPV-2, L.P., a Delaware limited partnership, Silver Lake Partners IV, L.P., a Delaware limited partnership, Silver Lake Technology Investors IV, L.P., a Delaware limited partnership, Silver Lake Partners V DE (AIV), L.P., a Delaware limited partnership, and Silver Lake Technology Investors V, L.P., a Delaware limited partnership (collectively, the “SLP Stockholders”), and (c) Venezio Investments Pte. Ltd., a Singapore corporation. Capitalized terms used but not defined in this Consent shall have the
DELL TECHNOLOGIES INC. AMENDED AND RESTATED CLASS C STOCKHOLDERS AGREEMENT Dated as of December 25, 2018Class C Stockholders Agreement • December 28th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This AMENDED AND RESTATED CLASS C STOCKHOLDERS AGREEMENT is made as of December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
AMENDED AND RESTATED STOCK OPTION AGREEMENT Rollover OptionStock Option Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Optionee”), is effective as of September 27, 2018 (the “Effective Date”). The Agreement was originally effective as of , 2016 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
EMPLOYMENT AGREEMENT Michael S. DellEmployment Agreement • April 11th, 2016 • Denali Holding Inc. • Electronic computers • Texas
EMPLOYMENT AGREEMENT (this “Agreement”), dated October 29, 2013 (the “Effective Date”), by and among Dell Inc. (the “Company”), Denali Holding, Inc. (“Parent”) and Michael S. Dell (“Executive”) (together, the “Parties”).
CREDIT AGREEMENT dated as of September 7, 2016, among DENALI INTERMEDIATE INC., as Initial Holdings, DELL INC., as the Company, DELL INTERNATIONAL L.L.C., as a Borrower, UNIVERSAL ACQUISITION CO., (which on the Effective Date shall be merged with and...Credit Agreement • September 9th, 2016 • Dell Technologies Inc • Electronic computers • New York
CREDIT AGREEMENT dated as of September 7, 2016 (this “Agreement”), among DENALI INTERMEDIATE INC., a Delaware corporation (“Holdings”), DELL INC., a Delaware corporation (the “Company”), DELL INTERNATIONAL L.L.C., a Delaware limited liability company (which on or about the Business Day following the Effective Date shall be merged with and into NEW DELL INTERNATIONAL LLC, a Delaware limited liability company (“Merger Co.”), with Merger Co. surviving such merger and immediately changing its name to DELL INTERNATIONAL L.L.C. (such entity prior to Merger 2, “Dell International” and a “Borrower”), UNIVERSAL ACQUISITION CO., a Delaware corporation (which on the Effective Date shall be merged with and into EMC Corporation, a Massachusetts corporation (the “Target”), with EMC Corporation surviving such merger (such surviving entity, a “Borrower”) and being contributed to the Company as a wholly-owned subsidiary of the Company), the LENDERS party hereto, JPMorgan Chase Bank, N.A., as Administra
AMENDED AND RESTATED DELL TIME AWARD AGREEMENTDell Time Award Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED DELL TIME AWARD AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Holder”), is effective as of September 27, 2018 (the “Effective Date”). The Agreement was originally effective as of , 2016 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
AMENDED AND RESTATED DELL PERFORMANCE AWARD AGREEMENTDell Performance Award Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED DELL PERFORMANCE AWARD AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Holder”), is effective as of September 27, 2018 (the “Effective Date”). The Agreement was originally effective as of , 2016 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
DENALI HOLDING INC. FORM OF AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT Dated as of [ ], 2016Sponsor Stockholders Agreement • May 11th, 2016 • Denali Holding Inc. • Electronic computers • Delaware
This AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT is made as of [ ], 2016, by and among Denali Holding Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Universal Acquisition Co., a Delaware corporation and direct wholly-owned subsidiary of Dell (“Merger Sub”), which, pursuant to an Agreement and Plan of Merger dated as of October 12, 2015 (as further amended, restated, supplemented or modified from time to time, the “Merger Agreement”) by and among the Company, Merger Sub, Dell and EMC Corporation, a Massachusetts corporation (together with its successors and assigns, “EMC”), Merger Sub will be merged with and into EMC (the “Merger”), with EMC surviving the Merger
SEPARATION AND DISTRIBUTION AGREEMENT between DELL TECHNOLOGIES INC. and VMWARE, INC. Dated as of April 14, 2021Letter Agreement • April 14th, 2021 • Dell Technologies Inc. • Electronic computers • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 14, 2021 (this “Agreement”), is by and between Dell Technologies Inc., a Delaware corporation (“Dell”), and VMware, Inc., a Delaware corporation (“VMware”). Dell and VMware are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Section 1.1 or elsewhere in this Agreement.
COMMERCIAL FRAMEWORK AGREEMENT between DELL TECHNOLOGIES INC. and VMWARE, INC. Dated as of November 1, 2021Commercial Framework Agreement • November 1st, 2021 • Dell Technologies Inc. • Electronic computers • Delaware
THIS COMMERCIAL FRAMEWORK AGREEMENT (together with all schedules and exhibits hereto, and as may be amended or modified from time to time, this “Agreement”), dated as of November 1, 2021 (the “Effective Date”) is by and between Dell Technologies Inc., a Delaware corporation (“Dell”) and VMware, Inc., a Delaware corporation (“VMware”). Dell and VMware are hereinafter referred to together as the “Parties” and individually as a “Party.”
STOCK OPTION AGREEMENT Non-Employee Director Option – Annual GrantStock Option Agreement • September 6th, 2016 • Dell Technologies Inc • Electronic computers • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Optionee”), is effective as of , 2016 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as amended and restated from time to time (the “Plan”).
DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT Dated as of December 25, 2018Management Stockholders Agreement • December 28th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This SECOND AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT is made as of December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
ContractFirst Refinancing and Incremental Facility • March 9th, 2017 • Dell Technologies Inc • Electronic computers • New York
FIRST REFINANCING AND INCREMENTAL FACILITY AMENDMENT dated as of March 8, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Denali Intermediate Inc., as Holdings (“Holdings”), Dell Inc., as the Company (the “Company”), Dell International L.L.C. as a Borrower (“Dell International”), EMC Corporation as a Borrower (“EMC” and, together with Dell International, the “Borrowers”), the Lenders party hereto, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent (the “Term Loan B Administrative Agent”) and JPMorgan Chase Bank, N.A., as Term Loan A/Revolver Administrative Agent (the “Term Loan A/Revolver Administrative Agent” and, together with the Term Loan B Administrative Agent, the “Administrative Agents”).
Contract2046 Notes Supplemental Indenture • June 3rd, 2016 • Denali Holding Inc. • Electronic computers • New York
This 2046 NOTES SUPPLEMENTAL INDENTURE NO. 1, dated June 1, 2016 (this “2046 Notes Supplemental Indenture”), is made and entered into among Diamond 1 Finance Corporation, a Delaware corporation (“Finco 1”), Diamond 2 Finance Corporation, a Delaware corporation (“Finco 2” and, together with Finco 1, the “Fincos”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Base Indenture referred to below.
ContractDell Technologies Inc. • April 9th, 2020 • Electronic computers • New York
This 2030 NOTES SUPPLEMENTAL INDENTURE NO. 1, dated as of April 9, 2020 (this “2030 Notes Supplemental Indenture”), is made and entered into among Dell International L.L.C., a Delaware limited liability corporation (“Dell International”), EMC Corporation, a Massachusetts corporation (“EMC” and, together with Dell International, the “Issuers”), the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Base Indenture referred to below.
ContractDell Technologies Inc • March 29th, 2019 • Electronic computers • New York
This 2024 NOTES SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”), dated as of May 23, 2017, by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusetts corporation (together with Dell International, the “Issuers”), QTZ L.L.C., a Delaware limited liability company and a subsidiary of Denali Intermediate Inc., a Delaware corporation (“Covenant Parent”), Dell Global Holdings XIII L.L.C., a Delaware limited liability company and a subsidiary of Covenant Parent (together with QTZ L.L.C., the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
DELL TECHNOLOGIES INC. AMENDED AND RESTATED CLASS A STOCKHOLDERS AGREEMENT Dated as of September 7, 2016Class a Stockholders Agreement • September 14th, 2016 • Dell Technologies Inc • Electronic computers • Delaware
This AMENDED AND RESTATED CLASS A STOCKHOLDERS AGREEMENT is made as of September 7, 2016, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
