REGISTRATION RIGHTS AGREEMENT Dated as of March 20, 2019 Among DELL INTERNATIONAL L.L.C., EMC CORPORATION, the Guarantors party hereto, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL INC., CITIGROUP GLOBAL MARKETS INC.,...Registration Rights Agreement • March 21st, 2019 • Dell Technologies Inc • Electronic computers • New York
This Registration Rights Agreement (this “Agreement”) is dated as of March 20, 2019, 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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).
BASE INDENTURE Dated as of March 20, 2019 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 • March 21st, 2019 • Dell Technologies Inc • Electronic computers • New York
INDENTURE, dated as of March 20, 2019, 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”).
Contract2024 Notes Supplemental Indenture • March 21st, 2019 • Dell Technologies Inc • Electronic computers • New York
This 2024 NOTES SUPPLEMENTAL INDENTURE NO. 1, dated as of March 20, 2019 (this “2024 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.
Contract2029 Notes Supplemental Indenture • March 21st, 2019 • Dell Technologies Inc • Electronic computers • New York
This 2029 NOTES SUPPLEMENTAL INDENTURE NO. 1, dated as of March 20, 2019 (this “2029 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.
ContractSupplemental Indenture • March 21st, 2019 • Dell Technologies Inc • Electronic computers • New York
This 2024 NOTES SUPPLEMENTAL INDENTURE NO. 5 (this “Supplemental Indenture”), dated as of March 20, 2019, 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”), EMC International U.S. Holdings L.L.C., a Delaware limited liability company (“EMC International”), Data Domain LLC, a Delaware limited liability company (“Data Domain”), Isilon Systems LLC, a Delaware limited liability company (“Isilon Systems”), Likewise Software LLC, a Delaware limited liability company (“Likewise Software”), RSA Security LLC, a Delaware limited liability company (“RSA Security”), Dell DFS Group Holdings L.L.C., a Delaware limited liability company (“Dell DFS”), and Dell Global Holdings XV L.L.C., a Delaware limited liability company (“Dell Global”) (together with EMC International, Data Domain, Isilon Systems, Likewise Software, RSA Security and Dell DFS, the “Guarant
ContractSupplemental Indenture • March 21st, 2019 • Dell Technologies Inc • Electronic computers • New York
This 2021 NOTES SUPPLEMENTAL INDENTURE NO. 5 (this “Supplemental Indenture”), dated as of March 20, 2019, 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”), EMC International U.S. Holdings L.L.C., a Delaware limited liability company (“EMC International”), Data Domain LLC, a Delaware limited liability company (“Data Domain”), Isilon Systems LLC, a Delaware limited liability company (“Isilon Systems”), Likewise Software LLC, a Delaware limited liability company (“Likewise Software”), RSA Security LLC, a Delaware limited liability company (“RSA Security”), Dell DFS Group Holdings L.L.C., a Delaware limited liability company (“Dell DFS”), and Dell Global Holdings XV L.L.C., a Delaware limited liability company (“Dell Global”) (together with EMC International, Data Domain, Isilon Systems, Likewise Software, RSA Security and Dell DFS, the “Guarant
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT March 20, 2019Joinder Agreement to Registration Rights Agreement • March 21st, 2019 • 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, which merged with and into Dell International L.L.C., a Delaware limited liability company (“DILLC”), Diamond 2 Finance Corporation, a Delaware corporation, which merged with and into EMC Corporation, a Massachusetts corporation (together with DILLC, the “Issuers”) and the Representatives on behalf of the several Initial Purchasers, as previously supplemented by the Joinder Agreement to the Registration Rights Agreement, dated September 7, 2016, among the Issuers, the guarantors party thereto and the Representatives, and the Joinder Agreement to the Registration Rights Agreement, dated May 23, 2017, by the guarantors party thereto, concerning registration rights relating to the Issuers’ (i) $3,750,000,000 aggregate principal amount of their 3.480% First Lien Notes due 2019 (the “2019 Notes”), (
Contract2026 Notes Supplemental Indenture • March 21st, 2019 • Dell Technologies Inc • Electronic computers • New York
This 2026 NOTES SUPPLEMENTAL INDENTURE NO. 1, dated as of March 20, 2019 (this “2026 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.
