Dell Technologies Inc. – Credit Agreements Watch

from 10-Q ~20 pages Dell Technologies Inc. Deferred Stock Unit Agreement Dell Technologies Inc., a Delaware Corporation (The “Company”), Is Pleased to Grant You an Other Stock-Based Award in the Form of “Deferred 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 Deferred Stock Units That Are Awarded to You (The “Units”) Is Stated in the Grant Summary Provided to You by the Company (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”). as a Material Inducement to the Company to Grant You This Award, You Agree to the Following Terms and Conditions. You Agree That You Are Not Otherwise Entitled to This Award, That the Company Is Providing You This Award in Consideration for Your Promises and Agreements Below, and That the Company Would Not Grant You This Award Absent Those Promises and Agreements. This Deferred Stock Unit Agreement (This “Agreement”), the Grant Summary, Any Applicable Election Form, and the Dell Technologies Inc. 2023 Stock Incentive Plan (As Amended, Modified or Restated From Time to Time, the “Plan”) Set Forth the Terms of Your Units Identified in Your Grant Summary. 1.vesting; Settlement — The Units Will Vest, and You Will Receive Shares, in Accordance With the Schedule in Your Grant Summary. the Company Will Credit One Share for Each Vested Unit to a Separate Bookkeeping Account Maintained on Your Behalf on the Books of the Company (The “Account”). Each Vested Unit That Is Credited to Your Account Represents The

from 10-Q ~20 pages Dell Technologies Inc. Restricted Stock Unit Agreement 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 in the Grant Summary Provided to You by the Company (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”). as a Material Inducement to the Company to Grant You This Award, You Agree to the Following Terms and Conditions. You Agree That You Are Not Otherwise Entitled to This Award, That the Company Is Providing You This Award in Consideration for Your Promises and Agreements Below, and That the Company Would Not Grant You This Award Absent Those Promises and Agreements. This Restricted Stock Unit Agreement (This “Agreement”), the Grant Summary, and the Dell Technologies Inc. 2023 Stock Incentive Plan (As Amended, Modified or Restated From Time to Time, the “Plan”) Set Forth the Terms of Your Units Identified in Your Grant Summary. 1.vesting — The Units Will Vest, and You Will Receive Shares, in Accordance With the Schedule in Your Grant Summary. the Company Will Issue You One Share for Each Vested Unit and Will Pay to You the Accrued Cash Value (If Any) of the Dividend Equivalent Right Related to Each Such Unit to Be Delivered on the Applicable Vesting Date or as Soon as Administratively

from 10-K 158 pages Second Amendment, Dated as of November 10, 2022 (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 and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”)

from 8-K 29 pages Registration Rights Agreement Dated as of December 13, 2021 Among Dell International L.L.C., Emc Corporation, the Guarantors Party Hereto, and Barclays Capital Inc., Bofa Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC as Representatives for the Initial Purchasers $1,000,000,000 3.375% Senior Notes Due 2041 $1,250,000,000 3.450% Senior Notes Due 2051 Registration Rights Agreement

from 8-K 151 pages 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, N.A., as Administrative Agent, and the Other Lenders, Swingline Lenders and L/C Issuers Party Hereto, Jpmorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, Citibank, N.A. and Goldman Sachs Bank USA, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A. and Goldman Sachs Bank USA, as Syndication Agents,

from 8-K 14 pages Eighth Refinancing Amendment Dated as of February 18, 2021 (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”)

from 10-Q 43 pages 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, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, as Representatives for the Initial Purchasers $1,000,000,000 5.850% First Lien Notes Due 2025 $500,000,000 6.100% First Lien Notes Due 2027 $750,000,000 6.200% First Lien Notes Due 2030 Registration Rights Agreement

from 8-K 42 pages 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, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, as Representatives for the Initial Purchasers $1,000,000,000 5.850% First Lien Notes Due 2027 $500,000,000 6.100% First Lien Notes Due 2030 $750,000,000 6.200% First Lien Notes Due 2040 Registration Rights Agreement

from 8-K 16 pages Sixth Refinancing Amendment Dated as of September 19, 2019 (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”)

from 8-K 39 pages 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., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, as Representatives for the Initial Purchasers $1,000,000,000 4.000% First Lien Notes Due 2024 $1,750,000,000 4.900% First Lien Notes Due 2026 $1,750,000,000 5.300% First Lien Notes Due 2029 Registration Rights Agreement

from 8-K 99 pages Fifth Amendment Dated as of March 13, 2019 (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”)

from 8-K 87 pages Fourth Amendment Dated as of December 20, 2018 (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”). the Rules of Construction Specified in Section 1.03 of the Credit Agreement Also Apply to This Amendment

from 8-K 10 pages Third Refinancing Amendment Dated as of October 20, 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”)

from 8-K 22 pages Second Refinancing Amendment Dated as of October 20, 2017 (This “Agreement”), 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”)

from 8-K 14 pages 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”)

from 10-Q 69 pages Collateral Agreement Dated as of September 7, 2016, Among Dell International L.L.C., Emc Corporation, Denali Intermediate Inc., Dell Inc., the Other Grantors Party Hereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent

from 8-K 68 pages 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 Wholly-Owned Subsidiary of the Company) as Borrower, the Lenders Party Hereto, Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Jpmorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, Bank of America, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and Rbc Capital Markets as Lead Arrangers and Joint Bookrunners

from 8-K 68 pages 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 Wholly-Owned Subsidiary of the Company) as Borrower, the Lenders Party Hereto, Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Jpmorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, Bank of America, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and Rbc Capital Markets as Lead Arrangers and Joint Bookrunners

from 8-K 280 pages 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 Into Emc Corporation, With Emc Corporation Surviving Such Merger and Being Contributed to the Company as a Wholly-Owned Subsidiary of the Company) as a Borrower, the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent Jpmorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and Rbc Capital Markets as Lead Arrangers and Joint Bookrunners

from 8-K 361 pages 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 Into Emc Corporation, With Emc Corporation Surviving Such Merger and Being Contributed to the Company as a Wholly-Owned Subsidiary of the Company) as a Borrower, the Issuing Banks and Lenders Party Hereto, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent, Jpmorgan Chase Bank, N.A., as Term Loan a/Revolver Administrative Agent and as Swingline Lender,