REGISTRATION RIGHTS AGREEMENT Dated as of June 1, 2016 Among DIAMOND 1 FINANCE CORPORATION, DIAMOND 2 FINANCE CORPORATION, and CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL INC., CITIGROUP...Registration Rights Agreement • September 9th, 2016 • Dell Technologies Inc • Electronic computers • New York
This Registration Rights Agreement (this “Agreement”) is dated as of June 1, 2016, 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 J.P. MORGAN SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL INC., CITIGROUP GLOBAL MARKETS INC., GOLDMAN, SACHS & CO., DEUTSCHE BANK SECURITIES INC. and RBC CAPITAL MARKETS, 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).
DELL TECHNOLOGIES INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of September 7, 2016Registration Rights Agreement • September 9th, 2016 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of September 7, 2016, 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”):
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.
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
DELL TECHNOLOGIES INC. AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT Dated as of September 7, 2016Sponsor Stockholders Agreement • September 9th, 2016 • Dell Technologies Inc • Electronic computers • Delaware
This AMENDED AND RESTATED SPONSOR 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”), 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
ContractDell Technologies Inc • September 9th, 2016 • Electronic computers • New York
This 2021 NOTES SUPPLEMENTAL INDENTURE NO. 2, dated as of September 7, 2016 (this “Effective Date Issuers Supplemental Indenture”), by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), New Dell International LLC, a Delaware limited liability company (“New Dell International” which, upon the consummation of the Reorganization (as defined below), shall be renamed “Dell International L.L.C.”), EMC Corporation, a Massachusetts corporation (“EMC”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
DELL TECHNOLOGIES INC. 2012 LONG-TERM INCENTIVE PLANDell Technologies Inc • September 9th, 2016 • Electronic computers • Delaware
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” and such entity after 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)
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 9th, 2016 • Dell Technologies Inc • Electronic computers • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 6, 2016, by and 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., as trustee (the “Trustee”).
Contract2024 Notes Supplemental Indenture • September 9th, 2016 • Dell Technologies Inc • Electronic computers • New York
This 2024 NOTES SUPPLEMENTAL INDENTURE NO. 3, dated as of September 7, 2016 (this “Effective Date Guarantor Supplemental Indenture”), by and 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”), Dell Technologies Inc. (f/k/a Denali Holding Inc.), a Delaware corporation (“Dell Technologies”), Denali Intermediate Inc., a Delaware corporation (“Denali Intermediate”), Dell Inc., a Delaware corporation (“Dell”), the other parties that are signatories hereto as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT September 7, 2016Registration Rights Agreement • September 9th, 2016 • Dell Technologies Inc • Electronic computers • New York
Reference is hereby made to the Registration Rights Agreement, dated as of June 1, 2016 (the “Registration Rights Agreement”), by and among DIAMOND 1 FINANCE CORPORATION, a Delaware corporation (“Finco 1”), DIAMOND 2 FINANCE CORPORATION, a Delaware corporation (together with Finco 1, the “Fincos”), and the Representatives on behalf of the several Initial Purchasers concerning registration rights relating to the Fincos’ (i) $3,750,000,000 aggregate principal amount of their 3.480% First Lien Notes due 2019 (the “2019 Notes”), (ii) $4,500,000,000 aggregate principal amount of their 4.420% First Lien Notes due 2021 (the “2021 Notes”), (iii) $3,750,000,000 aggregate principal amount of their 5.450% First Lien Notes due 2023 (the “2023 Notes”), (iv) $4,500,000,000 aggregate principal amount of their 6.020% First Lien Notes due 2026 (the “2026 Notes”), (v) $1,500,000,000 aggregate principal amount of their 8.100% First Lien Notes due 2036 (the “2036 Notes”) and (vi) $2,000,000,000 aggregate
ContractDell Technologies Inc • September 9th, 2016 • Electronic computers • New York
This 2021 NOTES SUPPLEMENTAL INDENTURE NO. 3, dated as of September 7, 2016 (this “Effective Date Guarantor Supplemental Indenture”), by and 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”), Dell Technologies Inc. (f/k/a Denali Holding Inc.), a Delaware corporation (“Dell Technologies”), Denali Intermediate Inc., a Delaware corporation (“Denali Intermediate”), Dell Inc., a Delaware corporation (“Dell”), the other parties that are signatories hereto as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
ContractDell Technologies Inc • September 9th, 2016 • Electronic computers • New York
This 2024 NOTES SUPPLEMENTAL INDENTURE NO. 2, dated as of September 7, 2016 (this “Effective Date Issuers Supplemental Indenture”), by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), New Dell International LLC, a Delaware limited liability company (“New Dell International” which, upon the consummation of the Reorganization (as defined below), shall be renamed “Dell International L.L.C.”), EMC Corporation, a Massachusetts corporation (“EMC”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 9th, 2016 • Dell Technologies Inc • Electronic computers • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 6, 2016, by and 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., as trustee (the “Trustee”) and collateral agent (the “Notes Collateral Agent”).
