Dell Technologies Inc.

Current report (Form 8-K) · Jun 10, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

DELL

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 10, 2026

Overview Analysis Documents(7)Full text Exhibits(1)

Type

EX-10.1

File

d98058dex101.htm

Document text
EX-10.1 · d98058dex101.htm EX-10.1 2 d98058dex101.htm EX-10.1 Exhibit 10.1 Execution Copy CREDIT AGREEMENT D ATED AS OF J UNE 10, 2026, AMONG D ELL T ECHNOLOGIES I NC ., AS P ARENT , D ENALI I NTERMEDIATE I NC ., AS H OLDINGS , D ELL I NC ., AS THE C OMPANY , D ELL I NTERNATIONAL L.L.C., AS A BORROWER , EMC C ORPORATION , AS A B ORROWER , JPM ORGAN C HASE B ANK , N.A., AS A DMINISTRATIVE A GENT , AND T HE O THER L ENDERS AND L/C I SSUERS P ARTY H ERETO , JPM ORGAN C HASE B ANK , N.A., B ANK OF A MERICA , N.A., B ARCLAYS B ANK PLC, C ITIBANK , N.A. G OLDMAN S ACHS B ANK USA, W ELLS F ARGO S ECURITIES , LLC AND HSBC B ANK USA, N.A., AS J OINT L EAD A RRANGERS AND J OINT B OOKRUNNERS , B ANK OF A MERICA , N.A., B ARCLAYS B ANK PLC, C ITIBANK , N.A., G OLDMAN S ACHS B ANK USA, W ELLS F ARGO B ANK , N.A. AND HSBC B ANK USA, N.A., AS SYNDICATION AGENTS , BNP P ARIBAS S ECURITIES C ORP ., D EUTSCHE B ANK S ECURITIES INC., M IZUHO B ANK , L TD ., M ORGAN S TANLEY S ENIOR F UNDING , I NC ., MUFG B ANK , L TD ., PNC B ANK , N ATIONAL A SSOCIATION , RBC C APITAL M ARKETS , S OCIÉTÉ G ÉNÉRALE , TD S ECURITIES (USA) LLC, T HE B ANK OF N OVA S COTIA AND UBS AG, S TAMFORD B RANCH , AS D OCUMENTATION A GENTS CONTENTS Page CREDIT AGREEMENT 1 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 38 1.03 Accounting Terms 38 1.04 Rounding 39 1.05 Exchange Rates; Currency Equivalents 39 1.06 Additional Alternative Currencies 39 1.07 Change of Currency 40 1.08 Times of Day; Fiscal Year 40 1.09 Letter of Credit Amounts 41 1.10 Timing of Payment or Performance 41 1.11 Interest Rates; Benchmark Notification 41 1.12 Division 41 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 41 2.01 Loans 41 2.02 Borrowings, Conversions and Continuations of Loans 42 2.03 Letters of Credit 43 2.04 [Reserved] 53 2.05 Prepayments 53 2.06 Termination or Reduction of Commitments 54 2.07 Repayment of Loans 55 2.08 Interest 55 2.09 Fees 55 2.10 Computation of Interest and Fees 56 2.11 Evidence of Debt 56 2.12 Payments Generally; Administrative Agent’s Clawback 56 2.13 Sharing of Payments by Lenders 58 2.14 Cash Collateral 59 2.15 Defaulting Lenders 60 2.16 Loan Modification Offers 62 2.17 Increase in Commitments 63 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 65 3.01 Taxes 65 3.02 Illegality 69 3.03 Inability to Determine Rates 70 3.04 Increased Costs 72 3.05 Compensation for Losses 73 3.06 Mitigation Obligations; Replacement of Lenders 74 3.07 Survival 75 ARTICLE IV. CONDITIONS PRECEDENT 75 4.01 Conditions to Closing Date 75 4.02 [Reserved] 76 4.03 Conditions to all Credit Extensions on and after the Closing Date 76 i ARTICLE V. REPRESENTATIONS AND WARRANTIES 77 5.01 Existence, Qualification and Power 77 5.02 Authorization; No Contravention 77 5.03 Governmental Authorization; Other Consents 77 5.04 Binding Effect 78 5.05 Financial Statements; No Material Adverse Effect 78 5.06 Litigation 78 5.07 Taxes 78 5.08 ERISA Compliance 79 5.09 Margin Regulations; Investment Company Act 79 5.10 Compliance with Laws 79 5.11 Sanctions; Anti-Corruption Laws 79 5.12 Disclosure 80 5.13 Solvency 80 ARTICLE VI. AFFIRMATIVE COVENANTS 80 6.01 Financial Statements 80 6.02 Certificates; Other Information 81 6.03 Notices 82 6.04 Payment of Taxes 83 6.05 Preservation of Existence, Etc. 83 6.06 Compliance with Laws 83 6.07 Books and Records 83 6.08 Use of Proceeds 83 6.09 Inspection Rights 83 ARTICLE VII. NEGATIVE COVENANTS 84 7.01 Liens 84 7.02 Fundamental Changes 85 7.03 Consolidated Interest Coverage Ratio 85 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 85 8.01 Events of Default 85 8.02 Remedies Upon Event of Default 88 8.03 Application of Funds 88 ARTICLE IX. ADMINISTRATIVE AGENT 89 9.01 Appointment and Authority 89 9.02 Rights as a Lender 89 9.03 Exculpatory Provisions 89 9.04 Reliance by Administrative Agent 90 9.05 Delegation of Duties 91 9.06 Resignation of Administrative Agent 91 9.07 Non-Reliance on Administrative Agent, Arrangers, Bookrunners, and Other Lenders 92 9.08 No Other Duties, Etc. 93 9.09 Administrative Agent May File Proofs of Claim 93 9.10 Erroneous Payments 94 ii 9.11 Withholding Taxes 95 9.12 Lender Acknowledgments 95 9.13 Posting of Communications 95 9.14 Borrower Communications 97 ARTICLE X. MISCELLANEOUS 98 10.01 Amendments, Etc. 98 10.02 Notices; Effectiveness; Electronic Communication 99 10.03 No Waiver; Cumulative Remedies; Enforcement 101 10.04 Expenses; Limitation of Liability; Indemnity 101 10.05 Payments Set Aside 104 10.06 Successors and Assigns 104 10.07 Treatment of Certain Information; Confidentiality 109 10.08 Right of Setoff 110 10.09 Interest Rate Limitation 110 10.10 Counterparts; Integration; Effectiveness 111 10.11 Survival of Representations and Warranties 111 10.12 Severability 111 10.13 Replacement of Lenders 111 10.14 Governing Law; Jurisdiction; Etc. 112 10.15 Waiver of Jury Trial 113 10.16 No Advisory or Fiduciary Responsibility 113 10.17 Electronic Execution of Assignments and Certain Other Documents 114 10.18 USA PATRIOT Act 114 10.19 Judgment Currency 115 10.20 ENTIRE AGREEMENT 115 10.21 Lender ERISA Representation 115 10.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 116 10.23 Acknowledgement Regarding Any Supported QFCs 117 ARTICLE XI. GUARANTEE 118 11.01 Guarantors 118 11.02 Guarantee 118 11.03 Guaranty Absolute 119 11.04 Waivers 119 11.05 Continuing Guaranty 120 11.06 Release of Guarantors 120 iii SCHEDULES 1.01(a) Letter of Credit Commitments 2.01 Commitments 2.03 Existing Letters of Credit 7.01 Existing Liens 10.02 Administrative Agent’s Office; Certain Addresses for Notices EXHIBITS A [Reserved] B Form of Solvency Certificate C Form of Note D Form of Assignment and Assumption E-1 Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) E-2 Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) E-3 Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) E-4 Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) F Form of Notice of Loan Prepayment iv CREDIT AGREEMENT This CREDIT AGREEMENT (this “ Agreement ”) is entered into as of June 10, 2026, 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 L/C Issuer from time to time party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent. WHEREAS, the Borrowers have requested (a) the Lenders to provide Loans, subject to the Commitments, which shall be in an aggregate principal amount of $6,000,000,000, to the Borrowers at any time during the Availability Period and (b) the L/C Issuers to issue Letters of Credit at any time during the Availability Period, in an aggregate amount at any time outstanding not in excess of $500,000,000. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below: “ Accepting Lenders ” has the meaning specified in Section 2.16(a) . “ Accretive Acquisition ” means any transaction or series of related transactions, consummated on or after the Closing Date, by which the Company or any Subsidiary thereof (a) acquires all or substantially all of the assets of any Person or any going business, division thereof or line of business, whether through purchase of assets, merger or otherwise, or (b) acquires Equity Interests of any Person having at least a majority of combined voting power of the then outstanding Equity Interests of such Person; provided that the Consolidated EBITDA of Parent, Holdings, the Company and its Subsidiaries for the relevant period prior to the closing of such Accretive Acquisition, after giving effect to such Accretive Acquisition on a pro forma basis, is greater than the Consolidated EBITDA of Parent, Holdings, the Company and its Subsidiaries for such period without giving effect to such Accretive Acquisition on a pro forma basis, as determined in good faith by the Company. “ Acquired EBITDA ” means, with respect to any Acquired Entity or Business for any period, as the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to Parent, Holdings, the Company, the Borrowers and the Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Acquired Entity or Business and its Subsidiaries which will become Subsidiaries of the Company), all as determined on a consolidated basis for such Acquired Entity or Business. “ Acquired Entity or Business ” has the meaning given such term in the definition of “Consolidated EBITDA.” “ Adjusted Current Liabilities ” has the meaning given such term in the definition of “Consolidated Net Tangible Assets.” “ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify to the Company and the Lenders. “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent to the Borrowers or any Lender, as the context requires. “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Aggregate Commitments ” means the Commitments of all the Lenders. “ Agreement ” has the meaning specified in the introductory paragraph hereto. “ Agreement Currency ” has the meaning specified in Section 10.19 . “ Alternative Currency ” means, with respect to each L/C Issuer, (i) each currency (other than Dollars) specified on Schedule 1.01(a) opposite the name of such L/C Issuer and (ii) each currency (other than Dollars and currencies set forth in the preceding clause (i)) that is approved by such L/C Issuer in accordance with Section 1.06 ; provided that from and after the date that is ten (10) Business Days after the Borrowers shall have received written notice from an L/C Issuer or the Administrative Agent that any such currency (other than Dollars) is not a lawful currency that is readily available and freely transferable and convertible into Dollars in the London interbank market, no L/C Issuer shall make any L/C Credit Extension in respect of a Letter of Credit denominated or to be denominated in such currency (unless such currency subsequently becomes an Alternative Currency in accordance with Section 1.06 ). “ Anti-Corruption Laws ” has the meaning specified in Section 5.11(b) . “ Applicable Percentage ” means, with respect to any Lender at any time, the percentage (carried out to the tenth decimal place) of the Facility represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.15 . If the commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender with respect to the Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 2 “ Applicable Rate ” means, from time to time, the following percentages per annum, based upon the Debt Ratings as set forth below: Pricing Level Debt Ratings S&P/Moody’s/Fitch Term SOFR or Daily Simple SOFR Base Rate Unused Line Fee 1 ≥ BBB+/Baa1/BBB+ 0.825% 0.000% 0.065% 2 BBB/Baa2/BBB 0.950% 0.000% 0.09% 3 BBB-/Baa3/BBB- 1.100% 0.100% 0.115% 4 BB+/Ba1/BB+ 1.200% 0.200% 0.165% 5 ≤ BB/Ba2/BB 1.450% 0.450% 0.240% For purposes of the foregoing, (a) in the event that Debt Ratings are provided by each of Moody’s, Fitch and S&P, and such Debt Ratings fall within different pricing levels (i) if any two Debt Ratings are at the same pricing level, the Applicable Rate shall be based upon such pricing level and (ii) if no two Debt Ratings are at the same pricing level, the Applicable Rate shall be based upon the pricing level which is in the middle of the distribution of the three Debt Ratings, (b) in the event that Debt Ratings are provided by any two of Moody’s, Fitch and S&P, (i) if such Debt Ratings fall within the same pricing level, the Applicable Rate shall be based upon such pricing level, and (ii) if such Debt Ratings fall within different pricing levels, the Applicable Rate shall be based on the higher of the two levels (with pricing level 1 being the highest and pricing level 5 being the lowest) unless one of the two Debt Ratings is two or more pricing levels lower than the other, in which case the Applicable Rate shall be determined by reference to the pricing level immediately below the pricing level of the higher of the two Debt Ratings, (c) in the event that a Debt Rating is provided only by one of Moody’s, Fitch and S&P, the Applicable Rate shall be based on such pricing level and (d) in the event that no Debt Ratings are available, the pricing level shall be level 5. If the Debt Ratings established or deemed to have been established by Moody’s, Fitch and S&P shall be changed (other than as a result of a change in the rating system of Moody’s, Fitch or S&P), such change shall be effective as of the third Business Day following the date on which it is first announced by the applicable Rating Agency, irrespective of when notice of such change shall have been furnished by the Company or any Borrower to the Administrative Agent and the Lenders. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. In no event shall the Applicable Rate be less than 0.00%. 3 “ Applicable Time ” means, with respect to any L/C Credit Extensions and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as determined by the applicable L/C Issuer to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. In advance of the initial issuance of a Letter of Credit in any Alternative Currency, the applicable L/C Issuer shall provide the Company and the Lenders with written notice of the Applicable Time for any L/C Credit Extensions and payments in such Alternative Currency; provided , such L/C Issuer may, upon written notice to the Company and the Lenders delivered at least one Business Day in advance of the effectiveness of any update, update the Applicable Time for L/C Credit Extensions and payments in such Alternative Currency. In the event no such notice is delivered by the applicable L/C Issuer, the Applicable Time with respect to such L/C Credit Extensions or the applicable payments shall be the time specified herein for L/C Credit Extensions and payments in Dollars. “ Approved Borrower Portal ” has the meaning specified in Section 9.14(a) . “ Approved Electronic Platform ” has the meaning specified in Section 9.13 . “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity that administers or manages a Lender (or any Affiliate of such entity). “ Arrangers ” means JPMorgan Chase Bank, N.A., and each other institution listed as a joint lead arranger on the cover hereto, each in their capacity as joint lead arrangers and joint bookrunners. “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by the use of an electronic platform) approved by the Administrative Agent. “ Attributable Indebtedness ” means, on any date, (a) in respect of any Financing Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Financing Lease Obligation. “ Audited Financial Statements ” means audited consolidated balance sheets of Parent and its consolidated subsidiaries as of the end of, and related statements of income and cash flows of Parent and its consolidated subsidiaries for, the three most recently completed fiscal years ended at least 90 days prior to the Closing Date; provided that the filing with the SEC of Exchange Act reports or filings containing such financial statements by Parent with respect to the relevant period shall satisfy the foregoing requirements. The Arrangers hereby acknowledge receipt of the audited financial statements required pursuant to this definition for the fiscal years ended February 2, 2024, January 31, 2025 and January 30, 2026. “ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(b)(iii) . “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.03(e) . 4 “ Availability Period ” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination in whole of the Commitments pursuant to Section 2.06 , and (c) the date of termination in whole of the commitments of all Lenders to make Loans and of the obligation of all L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02 . “ Bail-In Action ” means, as to any Affected Financial Institution, the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of such Affected Financial Institution. “ Bail-In Legislation ” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings). “ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute. “ Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1 ⁄ 2 of 1% and (c) Term SOFR for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that, for the purpose of this definition, Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or Term SOFR, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 3.03 ), then the Base Rate shall be the greater of the rates specified in clauses (a) and (b) above and shall be determined without reference to the rate specified in clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement. “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate. “ Benchmark ” means, initially, with respect to any (a) RFR Loan, the Daily Simple SOFR or (b) Term SOFR Loan, the Term SOFR Rate; provided that, if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior Benchmark rate pursuant to Section 3.03 . “ Benchmark Replacement ” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) Daily Simple SOFR; or 5 (b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in Dollars at such time and (ii) the related Benchmark Replacement Adjustment; provided that the Benchmark Replacement as determined pursuant to clause (a) or (b) above shall not be less than 0.00% per annum. “ Benchmark Replacement Adjustment ” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time. “ Benchmark Replacement Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Company, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of any such Benchmark exists, in such other manner of administration as the Administrative Agent, in consultation with the Company, decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “ Benchmark Replacement Date ” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or 6 (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been, or if such Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof) have been, determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Transition Event ” means, with respect to the then-current Benchmark, the occurrence of one or more of the following events with respect to such Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). 7 “ Benchmark Unavailability Period ” means, with respect to any then-current Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clause (a) or (b) of such definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03 and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03 . “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation. “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230. “ Board of Directors ” means: (a) with respect to a corporation or exempted company, the board of directors of the corporation or exempted company or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the board of directors of the general partner of the partnership; (c) with respect to a limited liability company, the manager, managing member or members or any controlling committee of managing members thereof; and (d) with respect to any other Person, the board or committee of such Person serving a similar function. “ Bookrunner ” means JPMorgan Chase Bank, N.A., and each other institution listed as a joint bookrunner on the cover hereto, each in their capacity as joint bookrunner. “ Borrower ” has the meaning specified in the introductory paragraph hereto. “ Borrower Communications ” means, collectively, any Loan Notice, notice of prepayment, notice requesting the issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by a Borrower to the Administrative Agent through an Approved Borrower Portal. “ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type under the Facility made, converted or continued on the same date and, in the case of Term Benchmark Loans, having the same Interest Period. “ Business Day ” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be any such day that is only a U.S. Government Securities Business Day (a) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan and (b) in relation to Loans referencing the Term SOFR and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Term SOFR or any other dealings of such Loans referencing the Term SOFR. 8 “ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by Parent, Holdings, the Company and the Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of Parent. “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the applicable L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) 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,” to the extent enacted, adopted or issued after the date of this Agreement, but only to the extent such rules, regulations, or published interpretations or directives are applied to the Company and the Subsidiaries by the Administrative Agent or any Lender in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities, including, without limitation, for purposes of Section 3.04 . “ Change of Control ” means the occurrence of any of the following: (a) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Parent and its subsidiaries, taken as a whole, to any Person other than any Permitted Holders; (b) Parent becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any group acting for the purpose of acquiring, holding or disposing of Equity Interests of Parent (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of Parent having a majority of the aggregate votes on the Board of Directors of Parent, unless the Permitted Holders otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate or appoint directors of Parent having a majority of the aggregate votes on the Board of Directors of Parent; or (c) either of the Borrowers shall cease to be a direct or indirect subsidiary of Parent. 9 Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock (x) subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement or (y) as a result of veto or approval rights in any joint venture agreement, shareholder agreement or other similar agreement, (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of Parent owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred and (iii) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s Parent Entity (or related contractual rights) unless it owns more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of such Parent Entity having a majority of the aggregate votes on the Board of Directors of such Parent Entity. “ Change of Control Triggering Event ” means the occurrence of both a (a) Change of Control and (b) Rating Decline; provided that clause (b) hereof shall be applicable only if Michael S. Dell is a member of either the Board of Directors or senior management of the surviving Person after giving effect to any such Change of Control. “ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied (or waived in accordance with Section 10.01 ). “ Closing Date Guarantors ” means, as of the Closing Date, Parent, Holdings and the Company; provided that upon the release or discharge of any Closing Date Guarantor from its Guarantee in accordance with the terms of this Agreement, such Person shall cease to be a Closing Date Guarantor. “ Closing Date Refinancing ” means, collectively, (a) the repayment, repurchase or other discharge of the principal, interest, fees and other amounts, other than contingent obligations not due and payable, outstanding, and termination of all outstanding commitments, under that certain Credit Agreement, dated as of November 1, 2021 (as amended, supplemented or otherwise modified prior to the date hereof), among Holdings, the Company, the Borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and each of the issuing banks and other financial institutions from time to time party thereto and the termination and/or release of any guarantees in connection therewith. “ CME Term SOFR Administrator ” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator). “ Co-Documentation Agents ” means each institution listed as a documentation agent on the cover hereto, each in their capacity as documentation agents. “ Code ” means the United States Internal Revenue Code of 1986, as amended. “ Commitment ” means, as to each Lender, its obligation to (a) make Loans to the Borrowers pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. On the Closing Date, the aggregate amount of Commitments is $6,000,000,000. “ Commitment Increases ” has the meaning specified in Section 2.17(a) . 10 “ Communication ” has the meaning specified in Section 9.13 . “ Company ” means Dell Inc., a Delaware corporation. “ Competitor ” has the meaning specified in Section 10.06(b)(vi) . “ Consolidated EBITDA ” means, for any period, the Consolidated Net Income for such period, plus : (a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period: (i) total net interest and other expense net of income, in each case as reported in Parent’s financial statements in accordance with GAAP and, if elected by the Company in its discretion and to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income (provided that, for the avoidance of doubt, interest income will not include any amounts earned by DFS or other Subsidiaries through the financing of DFS Financing Assets) and gains on such hedging obligations or such derivative instruments, and bank and letter of credit fees and costs of surety bonds in connection with financing activities, (ii) income tax provision as reported in Parent’s financial statements in accordance with GAAP and, if elected by the Company in its discretion, to the extent not included in the foregoing, any other provision for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added and similar taxes based on income, profits, revenue or capital and foreign withholding taxes paid or accrued during such period (including in respect of repatriated funds) including penalties and interest related to such taxes or arising from any tax examinations, (iii) depreciation and amortization (including amortization of Capitalized Software Expenditures, internal labor costs and amortization of deferred financing fees or costs), (iv) other non-cash charges and/or losses (other than any accrual in respect of bonuses) ( provided , in each case, that if any non-cash charges and/or losses represent an accrual or reserve for potential cash items in any future period (A) the Company may elect not to add back such non-cash charges in the current period and (B) to the extent the Company elects to add back such non-cash charges in the current period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), (v) the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned subsidiary deducted (and not added back in such period to Consolidated Net Income) excluding cash distributions in respect thereof, (vi) earnouts paid in connection with venture investments, 11 (vii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in the calculation of Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (c) below for any previous period and not added back, (viii) the amount of any fees and expenses (including any Transaction Costs, transaction or retention bonus or similar payment, any earnout, contingent consideration, obligation or purchase price adjustment) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460), (ix) to the extent the Company elects to add back such charges or write-offs or write-downs in the current period, any impairment charge or asset write-off or write-down (including related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities), (x) any non-cash expense or costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive-based compensation awards or arrangements, and including, to the extent the Company elects to add back such expense or costs in the current period, payroll taxes in connection with such compensation awards or arrangements, (xi) the amount of any extraordinary, non-recurring or unusual losses (less all fees and expenses relating thereto) or expenses (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost saving initiatives and any accruals or reserves in respect of any extraordinary, non-recurring or unusual items), severance, integration and facilities’ opening costs and other business optimization expenses (including related to new product introductions and other strategic or cost saving initiatives), restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions prior to or after the Closing Date and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, transition costs and costs related to closure/consolidation of facilities, and (xii) any loss on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business); plus (b) without duplication and to the extent not included in arriving at such Consolidated Net Income, the amount of “run rate” cost savings, operating expense reductions and synergies related any Specified Transaction, any restructuring, cost saving initiative or other initiative projected by the Company in good faith to be realized as a result of actions that have been taken or initiated or are expected to be taken (in the good faith determination of the Company), including any cost savings, expenses and charges (including restructuring and integration charges) in 12 connection with, or incurred by or on behalf of, any joint venture of Parent, Holdings, the Company or any of the Subsidiaries (whether accounted for on the financial statements of any such joint venture or Parent) within 24 months after such Specified Transaction, restructuring, cost saving initiative or other initiative (including actions initiated prior to the consummation thereof) (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions; provided that (A) such cost savings are reasonably quantifiable and factually supportable, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges relating to such cost savings, operating expense reductions or synergies that are included in clause (a) above (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken), and (C) the share of any such cost savings, expenses and charges with respect to a joint venture that are to be allocated to Parent, Holdings, the Company or any of the Subsidiaries in any period shall not exceed the total amount thereof for any such joint venture multiplied by the percentage of income of such venture expected to be included in Consolidated EBITDA for such period, in each case, at any date of determination, for the most recently completed of four consecutive fiscal quarters ending on or prior to such date for which financial statements have been (or were required to have been) delivered pursuant to Section 6.01(a) or Section 6.01(b) (without giving effect to any adjustments pursuant to this clause (b) ); less (c) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period: (i) non-cash income or non-cash gains ( provided that, if any non-cash income or non-cash gain represents an accrual or deferred income in respect of potential cash items in any future period, the Company may determine not to deduct the relevant non-cash gain or income in the then-current period), (ii) the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-wholly-owned subsidiary added (and not deducted in such period from Consolidated Net Income), and (iii) any gain on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business), in each case, as determined on a consolidated basis for Parent, Holdings, the Company and the Subsidiaries in accordance with GAAP; provided that: (I) there shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by Parent, Holdings, the Company, any Borrower or any Subsidiary during such period, whether such acquisition occurred before or after the Closing Date to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Date, and not subsequently so disposed of, an “ Acquired Entity or Business ”) based on the Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical pro forma basis; provided that the Company may elect in its sole discretion not to make such adjustment with respect to any such acquisition having consideration in an amount less than $500,000,000, and 13 (II) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Parent, Holdings, the Company, any Borrower or any Subsidiary during such period (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “ Sold Entity or Business ”) based on the Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical pro forma basis; provided that the Company may elect in its sole discretion not to make such adjustment with respect to any such sale, transfer or other disposition having consideration in an amount less than $500,000,000 (or any such closure or classification with respect to properties, businesses or assets with a fair market value, as determined in good faith by the Company, of less than $500,000,000). “ Consolidated Interest Charges ” means, for any period, for Parent, Holdings, the Company and its Subsidiaries on a consolidated basis, the sum of (a) all cash interest expense of Parent, Holdings, the Company and the Subsidiaries with respect to all outstanding Indebtedness thereof described in clause (a) of the definition of Indebtedness or attributable to Financing Lease Obligations (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under hedging agreements), net of cash interest income ( provided that, for the avoidance of doubt, interest income will not include any amounts earned by DFS or other Subsidiaries through the financing of DFS Financing Assets) of Parent, Holdings, the Company and the Subsidiaries, in each case determined in accordance with GAAP, plus (b) non-cash interest expense resulting solely from “paid in kind” interest on Indebtedness described in clause (a) of the definition thereof and the amortization of original issue discount from the issuance of Indebtedness of Parent, Holdings, the Company and the Subsidiaries at less than par, but excluding, for the avoidance of doubt, (i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than specifically referred to in clause (b) above (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, discounts, yield and other fees and charges (including any interest expense) incurred in connection with any receivables or similar financing (including in respect of any DFS-related financing), (v) all non-recurring cash interest expense or “additional interest” for failure to timely comply with registration rights obligations, (vi) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect to any investment, all as calculated on a consolidated basis in accordance with GAAP, (vii) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including, without limitation, any Indebtedness issued, prepaid, redeemed or otherwise retired in connection with the Transactions, (viii) penalties and interest relating to taxes, (ix) accretion or accrual of discounted liabilities not constituting Indebtedness, (x) any interest expense attributable to a direct or indirect parent entity resulting from push down accounting and (xi) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting. “ Consolidated Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period. 14 “ Consolidated Net Income ” means, for any period, the net income (loss) of Parent, Holdings, the Company and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from Consolidated Net Income for any period the effects from applying acquisition method accounting, including applying acquisition method accounting to inventory, property and equipment, loans and leases, software and other intangible assets and deferred revenue (including deferred costs related thereto and deferred rent) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Parent, Holdings, the Company and the Subsidiaries), as a result of any acquisition consummated prior to, or after, the Closing Date or the amortization or write-off of any amounts thereof. “ Consolidated Net Tangible Assets ” means, at any time, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities, except for (i) notes and loans payable, (ii) current maturities of long-term debt and (iii) current maturities of Financing Lease Obligations (such current liabilities referred to in this clause (a), less the items set forth in sub-clauses (i) through (iii), the “ Adjusted Current Liabilities ”), and (b) to the extent included in such aggregate amount of assets, all intangible assets, goodwill, trade names, trademarks, patents, organization and development expenses, unamortized debt discount and expenses and deferred charges (other than capitalized unamortized product development costs, such as, without limitation, capitalized hardware and software development costs) (such items referred to in this clause (b), the “ Intangible Assets ”), all as set forth on the most recent consolidated balance sheet of Parent and its subsidiaries as of the end of the most recently ended fiscal quarter prior to the applicable date of determination for which financial statements are available; provided that, for purposes of testing the covenants under this Agreement in connection with any transaction, (i) the assets and Intangible Assets of Parent and its subsidiaries shall be adjusted to reflect any acquisitions and dispositions of assets or Intangible Assets, as the case may be, that have occurred during the period from the date of the applicable balance sheet through the applicable date of determination, including the transaction being tested under this Agreement and (ii) the Adjusted Current Liabilities of Parent and its subsidiaries shall be adjusted to reflect any increase or decrease in Adjusted Current Liabilities as a result of such transaction being tested under this Agreement or any acquisitions or dispositions of assets that have occurred during the period from the date of the applicable balance sheet through the applicable date of determination. “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. “ Corresponding Tenor ” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. “ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. “ Daily Simple SOFR ” means, for any day, SOFR for such day; provided that, if Daily Simple SOFR as so determined would be less than 0.00% per annum, such rate shall be deemed to be equal to 0.00% per annum for the purposes of this Agreement. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrowers. 15 “ Debt Rating ” means, as of any date of determination, the rating as determined by S&P, Moody’s or Fitch, as applicable, of the non-credit-enhanced, senior unsecured long-term debt issued (or co-issued) by Dell International, or, if no such rating exists for such Rating Agency on such date of determination, the corporate rating of Parent. “ Debtor Relief Laws ” means the Bankruptcy Code or any similar federal, foreign or state law for the relief of debtors. “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Loans that are Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to Loans that are Term SOFR Loans, the Default Rate shall be an interest rate equal to the interest rate (including the Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate applicable to Loans that are Term SOFR Loans plus 2% per annum. “ Defaulting Lender ” means, subject to Section 2.15(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s good faith 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, or (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent or any L/C Issuer, as applicable, in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of (A) a proceeding under any Debtor Relief Law or (B) a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent in consultation with the Company that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company, the L/C Issuers and each other Lender promptly following such determination. 16 “ Dell International ” has the meaning assigned to it in the recitals hereto. “ Designated Jurisdiction ” means, at any time, a country or territory which is itself the subject or target of any comprehensive Sanctions (which as of the Closing Date are the so - called Donetsk People’s Republic, the so - called Luhansk People’s Republic, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran and North Korea). “ DFS ” means Dell Financial Services L.L.C., a Delaware limited liability company. “ DFS Financing Assets ” means loans, installment sale contracts, receivables arising under revolving credit accounts, software licenses, maintenance services agreements, service contracts, leases (including all equipment and software subject to leases) or subleases (including any related account receivable or note receivable) entered into with or purchased by Parent, Holdings, the Company or any Subsidiary to finance the acquisition or use of products or services and other assets customarily included in connection with a financing thereof (including any assets resulting from a financing provided by DFS or the Global Financial Services division of EMC), together with all proceeds thereof. “ Disposed EBITDA ” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to Parent, Holdings, the Company, the Borrowers and the Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business. “ disposition ” or “ dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction or by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. “ Disqualified Lender ” has the meaning specified in Section 10.06(b)(vi) . “ Dollar ” and “ $ ” mean lawful money of the United States. “ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the applicable L/C Issuer at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. “ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia. “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent. 17 “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “ Electronic Signature ” means an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iv) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iv) ). “ EMC ” has the meaning assigned to it in the recitals hereto. “ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person (other than, prior to the date of conversion, Indebtedness that is convertible into Equity Interests) or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder. “ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, that is treated as a single employer with the Company under Sections 414(m) and (o) of the Code. “ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent, within the meaning of Title IV of ERISA; (d) the filing of a notice of intent to terminate any Pension Plan or the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430 or 432 of the Code or Sections 303 or 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate. 18 “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. “ Euro ” and “ ” mean the single currency of the Participating Member States. “ Event of Default ” has the meaning specified in Section 8.01 . “ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended from time to time (with respect to the definition of “Change of Control” only, as in effect on January 1, 2018). “ Excluded Debt ” shall mean (a) Indebtedness owing to the Company or any Subsidiary of the Company, (b) Indebtedness under the Facility, (c) Indebtedness (including Financing Lease Obligations) incurred to finance the purchase, lease, construction, installation, replacement, repair or improvement of property (real or personal), equipment or any other asset, whether through the direct purchase of assets or the capital stock of any Person owning such assets, so long as such indebtedness exists at the date of such purchase, lease or improvement or is created within 12 months thereafter; provided that Liens securing indebtedness permitted to be incurred pursuant to this clause (c) extend only to the assets purchased with the proceeds of such indebtedness, accessions to such assets and the proceeds and products thereof, any lease of such assets (including accessions thereto) and the proceeds and products thereof and customary security deposits in respect thereof; provided , however , that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender, (d) any reasonable purchase facilities, factoring transaction, securitization, receivables financing transaction or similar financing, (e) DFS-related financings, (f) Indebtedness that is assumed by the Company or any Subsidiary of any Person that becomes a Subsidiary (or any Person not previously a Subsidiary that is merged or consolidated with or into the Company or a Subsidiary) after the Closing Date in connection with an acquisition of assets by the Company or any Subsidiary (so long as such Indebtedness is not incurred in contemplation thereof) and (g) Indebtedness assumed or otherwise incurred by a Foreign Subsidiary in connection with an Accretive Acquisition; provided that the aggregate outstanding principal amount of Indebtedness excluded pursuant to clauses (f) and (g) above at any time shall not exceed the Maximum Secured Debt Limit. “ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any L/C Issuer or any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of an L/C Issuer or a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan, Letter of Credit Commitment or Commitment pursuant to a law in effect on the date on which (i) such L/C Issuer or Lender acquires such interest in the Letter of Credit Commitment or Commitment, as applicable (or, to the extent such L/C Issuer or Lender, as applicable, did not issue a Letter of Credit or fund an applicable Loan pursuant to a prior Letter of Credit Commitment or Commitment, as applicable, on the date on which such L/C Issuer or Lender, as applicable, acquires its interest in such Letter of Credit or Loan, as applicable), other than pursuant to an assignment request by the Company under Section 3.06(b) or (ii) such L/C Issuer or Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a) or (c) , amounts with respect to such Taxes were payable either to such L/C Issuer’s or Lender’s assignor immediately before such L/C Issuer or Lender, as applicable, acquired the applicable interest in such Letter of Credit, Loan or Commitment or to 19 such L/C Issuer or Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any Taxes imposed under FATCA. For purposes of clause (b)(i) of this definition, a participation acquired pursuant to Section 2.13 shall be treated as having been acquired on the earliest date(s) on which the applicable L/C Issuer or Lender acquired the applicable interests in the Letter of Credit Commitments, Commitments or Loans to which such participation relates. “ Existing Letter of Credit ” means each letter of credit set forth on Schedule 2.03 . “ Existing Notes ” means, collectively, the Borrowers’ 4.900% Senior Notes due 2026, 6.100% Senior Notes due 2027, 4.750% Senior Notes due 2028, 5.250% Senior Notes due 2028, 4.150% Senior Notes due 2029, 5.300% Senior Notes due 2029, 4.350% Senior Notes due 2030, 5.000% Senior Notes due 2030, 6.200% Senior Notes due 2030, 4.500% Senior Notes due 2031, 4.750% Senior Notes due 2032, 5.300% Senior Notes due 2032, 5.750% Senior Notes due 2033, 5.400% Senior Notes due 2034, 4.850% Senior Notes due 2035, 5.500% Senior Notes due 2035, 5.100% Senior Notes due 2036, 8.100% Senior Notes due 2036, 3.375% Senior Notes due 2041, 8.350% Senior Notes due 2046, and 3.450% Senior Notes due 2051. “ Facility ” means the Commitments, the Loans and the L/C Obligations. “ Fair Market Value ” means with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset. Except as otherwise expressly set forth herein, such value shall be determined in good faith by the Company. “ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board. “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, as of the date of this Agreement (or any amended or successor version described above), and any fiscal or regulatory legislation, rules or other official guidance adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities implementing the foregoing. “ Federal Funds Rate ” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “ Financial Officer ” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer, director of treasury, controller or other similar officer of such Person or, in the absence of the foregoing, a director, manager or similar officer of such Person. “ Financing Lease Obligation ” means an obligation that is required to be accounted for as a financing or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP. At the time any determination thereof is to be made, the amount of the liability in respect of a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in accordance with GAAP. 20 “ Fitch ” means Fitch Ratings, a business segment of Fitch Group, Inc. and its successors. “ Foreign Lender ” means a Lender that is not a U.S. Person. “ Foreign Subsidiary ” means any Subsidiary other than a Domestic Subsidiary. “ FRB ” means the Board of Governors of the Federal Reserve System of the United States. “ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all outstanding L/C Obligations relating to such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. “ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board. “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “ guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer of the Company. The term “guarantee” as a verb has a corresponding meaning. 21 “ Guarantee ” has the meaning specified in Section 11.02 . “ Guarantee Trigger Condition ” means, on any date of determination, either: (a) (i) the Rated Entity has a Debt Rating from any two Rating Agencies reflecting ratings at or below the ratings corresponding to pricing level 4 in the pricing grid set forth in the definition of Applicable Rate and (ii) the aggregate outstanding principal amount of Indebtedness described under clause (a) of the definition thereof incurred or guaranteed by Subsidiaries that are not Guarantors (excluding any Excluded Debt), exceeds the greater of (A) $3,300,000,000 and (B) 15% of Consolidated Net Tangible Assets as of the last day of the most recently ended Test Period; or (b) (i) the aggregate outstanding principal amount of the Existing Notes is greater than $5,000,000,000 and (ii) such Existing Notes are guaranteed by any Subsidiary that is not a Guarantor. For purposes of clause (a) above, (x) in the event that a Debt Rating is provided by only one Rating Agency, the condition in clause (i) shall be deemed satisfied if the Rated Entity has a Debt Rating from such Rating Agency reflecting ratings at or below the ratings corresponding to pricing level 4 in the pricing grid set forth in the definition of Applicable Rate and (y) in the event that no Debt Ratings are available, the condition in clause (i) shall be deemed satisfied. “ Guaranteed Obligations ” has the meaning specified in Section 11.02 . “ Guarantors ” means (a) as of the Closing Date, the Closing Date Guarantors and (b) any Subsidiary that becomes a Guarantor pursuant to Section 11.01 ; provided that, upon the release or discharge of any Subsidiary from its Guarantee in accordance with the terms of this Agreement, such Person shall cease to be a Guarantor. “ Honor Date ” has the meaning specified in Section 2.03(c)(i) . “ Increase Effective Date ” has the meaning specified in Section 2.17(d) . “ Incremental Arranger ” has the meaning specified in Section 2.17(b) . “ Incremental Facility Amendment ” has the meaning specified in Section 2.17(f) . “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money, including Indebtedness for borrowed money evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Swap Contract; 22 (d) all obligations of such Person to pay the deferred purchase price of property or services (excluding (i) trade accounts payable in the ordinary course of business, (ii) monetary obligations arising under supply or consignment agreements, in each case of clause (i) and this clause (ii) , not overdue by more than 90 days or are being contested in good faith by appropriate proceedings and for which reasonable reserves are being maintained and (iii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid after being due and payable for a period of 120 days); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Financing Lease Obligations and Synthetic Lease Obligations; and (g) all guarantees of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Financing Lease Obligation or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith. For all purposes hereof, the Indebtedness of the Company and the Subsidiaries shall exclude intercompany liabilities arising from their cash management, tax, and accounting operations and intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business. Notwithstanding the foregoing, the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller and (iii) Indebtedness of any direct or indirect parent of Parent appearing on the balance sheet of Parent solely by reason of push down accounting under GAAP. “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes. “ Indemnitees ” has the meaning specified in Section 10.04(b) . “ Information ” has the meaning specified in Section 10.07 . “ Intangible Assets ” has the meaning given such term in the definition of “Consolidated Net Tangible Assets.” “ Interest Payment Date ” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan, the last day of each March, June, September and December and the Maturity Date and (c) as to any RFR Loan, the fifth (5 th ) Business Day of each calendar month for the preceding calendar month and the Maturity Date. 23 “ Interest Period ” means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as selected by a Borrower in its Loan Notice (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment); provided that: (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii) any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; (iii) no tenor that has been removed from this definition pursuant to Section 3.03(e) shall be available for specification in any Loan Notice; and (iv) no Interest Period shall extend beyond the Maturity Date then in effect. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. “ Investors ” means each of (a) (i) Michael S. Dell and his Affiliates, related estate planning and charitable trusts and vehicles and his family members, and also upon Michael S. Dell’s death, (ii) any Person who was an Affiliate of Michael S. Dell that upon his death directly or indirectly owns Equity Interests in any Parent Entity of Dell, Dell or any Subsidiary and (iii) Michael S. Dell’s heirs, executors and/or administrators, (b) MSDC Management L.P., its Affiliates and any funds, partnerships or other co-investment vehicles managed, advised or controlled by the foregoing or their respective Affiliates and (c) Silver Lake Group, L.L.C., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P., Silver Lake Partners V DE (AIV), L.P., SL SPV-2, L.P., Silver Lake Technology Investors V, L.P. and their Affiliates and any funds, partnerships or other co-investment vehicles managed, advised or controlled by the foregoing or their respective Affiliates, excluding, in each case, Parent and its subsidiaries and any portfolio companies of any of the foregoing. “ IRS ” means the United States Internal Revenue Service. “ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit). “ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable L/C Issuer and a Borrower (or any Subsidiary) or in favor of the applicable L/C Issuer and relating to such Letter of Credit. “ Judgment Currency ” has the meaning specified in Section 10.19 . 24 “ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars. “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed or refinanced as a Borrowing, in each case, on the date required pursuant to Section 2.03(c) . All L/C Borrowings shall be denominated in Dollars. “ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. “ L/C Issuers ” means (a) each Lender identified on Schedule 1.01(a) , (b) solely with respect to any Existing Letter of Credit, the Lender that issued such Existing Letter of Credit and (c) each Lender that shall have become an L/C Issuer hereunder as provided in Section 2.03(l) (other than any Person that shall have ceased to be an L/C Issuer as provided in Section 2.03(m) ), each in its capacity as an issuer of Letters of Credit hereunder; provided that each L/C Issuer may perform its obligations hereunder through one or more of its Affiliates. “ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP or the exclusion of Article 36 of the UCP, as applicable, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. “ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. “ Lender-Related Person ” means the Administrative Agent, any Arranger, any Syndication Agent, any Co-Documentation Agent, any L/C Issuer and any Lender, and any Related Party of any of the foregoing Persons. “ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall become a party hereto pursuant to an Assignment and Assumption that holds a Commitment or a Loan and any other Person that shall have become a party hereto pursuant to an Incremental Facility Amendment in accordance with Section 2.17 , in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes each L/C Issuer. “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify a Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office. 25 “ Letter of Credit ” means (i) any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and (ii) each Existing Letter of Credit. Letters of Credit may be issued, at the option of a Borrower, in Dollars or in an Alternative Currency. “ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer. “ Letter of Credit Commitment ” means, as to any L/C Issuer, the obligation of such L/C Issuer to issue Letters of Credit for the account of a Borrower or one or more of its Subsidiaries from time to time in an aggregate amount not to exceed the amount set forth opposite such L/C Issuer’s name on Schedule 1.01(a) , or, for any L/C Issuer becoming an L/C Issuer after the Closing Date, such amount as is separately agreed to in a written agreement between a Borrower and such L/C Issuer (which such agreement shall be promptly delivered to the Administrative Agent following execution). “ Letter of Credit Expiration Date ” means the day that is five days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). “ Letter of Credit Fee ” has the meaning specified in Section 2.03(h) . “ Letter of Credit Sublimit ” means an amount equal to the greater of (a) $500,000,000 and (b) the aggregate Commitments of all L/C Issuers. The Letter of Credit Sublimit is part of, and not in addition to, the Commitments. “ Liabilities ” means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Company and the Subsidiaries taken as a whole, as of the Closing Date after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied. “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). “ Loan ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement. “ Loan Documents ” means this Agreement, each Note and each Issuer Document. “ Loan Modification Agreement ” means a Loan Modification Agreement, in form reasonably satisfactory to the Administrative Agent, among the Borrowers, the Administrative Agent and one or more Accepting Lenders, effecting one or more Permitted Amendments and such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.16 . “ Loan Modification Offer ” has the meaning specified in Section 2.16(a) . “ Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans pursuant to Section 2.02(a) , which shall be substantially in the form approved by the Administrative Agent and separately provided to the Borrowers (including any form on an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower; provided that, if such Loan Notice is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. 26 “ Loan Parties ” means Parent, Holdings, the Company, the Borrowers and the Guarantors. “ Master Agreement ” has the meaning specified in the definition of “Swap Contract.” “ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the financial condition of the Company and the Subsidiaries, taken as a whole or (b) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. “ Material Subsidiary ” means any Subsidiary (or group of Subsidiaries as to which a specified condition applies) that would be a “significant subsidiary” under Rule 1-02(w) of Regulation S-X. “ Maturity Date ” means the later of (a) (i) June 10, 2031 and (b) if the maturity of the Facility is extended pursuant to Section 2.16 , such extended maturity date with respect to the applicable Accepting Lenders as determined pursuant to such Section; provided that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. “ Maximum Rate ” has the meaning specified in Section 10.09 . “ Maximum Secured Debt Limit ” means, as of any date of computation thereof, an amount equal to the greater of (a) $3,300,000,000 and (b) 15% of Consolidated Net Tangible Assets as of the last day of the most recently completed four consecutive fiscal quarters of Parent prior to such date of computation for which financial statements have been delivered pursuant to Section 6.01 . “ Minimum Collateral Amount ” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 101%, or, in the case of Letters of Credit denominated in an Alternative Currency, 103%, of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i) , (a)(ii) or (a)(iii) , an amount equal to 101%, or, in the case of Letters of Credit denominated in an Alternative Currency, 103%, of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount reasonably determined by the Administrative Agent and the L/C Issuers in their sole discretion (which amount may be 0%). “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto. “ Multiemployer Plan ” means any “multiemployer plan,” as defined in Section 3(37) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. “ Non-Accepting Lender ” has the meaning specified in Section 2.16(c) . “ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders. “ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time. 27 “ Non-Extension Notice Date ” has the meaning specified in Section 2.03(b)(iii) . “ Nonrecourse Obligation ” means indebtedness or other Obligations substantially related to (a) the acquisition of assets not previously owned by the Company or any of its Subsidiaries or (b) the financing of a project involving the development or expansion of properties of the Company or any of its Subsidiaries, as to which the obligee with respect to such indebtedness or Obligation has no recourse to the Company or any of its Subsidiaries or any assets of the Company or any of its Subsidiaries other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof). “ Note ” means a promissory note made by the Borrowers in favor of a Lender evidencing Loans made by such Lender to the Borrowers, substantially in the form of Exhibit C . “ Notice of Loan Prepayment ” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit F or such other form as may be approved by the Administrative Agent in its reasonable discretion (including any form on an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer. “ NYFRB ” means the Federal Reserve Bank of New York. “ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. “ NYFRB’s Website ” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source. “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. “ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury. “ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate of formation or organization, limited liability company agreement or operating agreement or other applicable governing agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, exempted limited partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction). 28 “ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document). “ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06(b) ). “ Outstanding Amount ” means (a) with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date, and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by a Borrower of Unreimbursed Amounts. “ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate. “ Overnight Rate ” means, for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation. “ Parent ” means Dell Technologies Inc., a Delaware corporation (or, upon and following the Redomestication, a Texas corporation), together with its successors by merger or consolidation. “ Parent Entity ” means any Person that, with respect to another Person, owns more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of such other Person having a majority of the aggregate votes on the Board of Directors of such other Person. “ Participant ” has the meaning specified in Section 10.06(d) . “ Participant Register ” has the meaning specified in Section 10.06(d) . “ Participating Member State ” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. “ PATRIOT Act ” has the meaning specified in Section 10.18 . 29 “ Payment ” has the meaning specified in Section 9.10 . “ Payment Notice ” has the meaning specified in Section 9.10 . “ PBGC ” means the Pension Benefit Guaranty Corporation. “ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Section 412 and 430 of the Code and Sections 302 and 303 of ERISA. “ Pension Plan ” means any employee pension benefit plan (within the meaning of Section 3(2) of ERISA), other than a Multiemployer Plan, that is maintained or is contributed to by the Company or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. “ Permitted Amendment ” means an amendment to this Agreement and, if applicable, the other Loan Documents effected in connection with a Loan Modification Offer pursuant to Section 2.16 , applicable to all, or any portion of, the Loans and/or Commitments of the Facility of the Accepting Lenders providing for (a) an extension of a maturity date with respect to the Loans and/or Commitments of the Accepting Lenders, (b) a change in the Applicable Rate with respect to the Loans and/or Commitments of the Accepting Lenders and/or (c) a change in the fees payable to, or the inclusion of new fees to be payable to, the Accepting Lenders, (d) any change to the call protection with respect to the Loans and/or Commitments of the Accepting Lenders, and/or (e) additional covenants or other provisions applicable only to periods after the Maturity Date at the time of such Loan Modification Offer or also added for the benefit of any Loans and/or Commitments of the Facility remaining outstanding after the issuance or incurrence of such Loans and/or Commitments (it being understood that no consent shall be required by the Administrative Agent or any of the Lenders to provide for such additional covenants or other provisions). “ Permitted Holder ” means (a) each of the Investors and members of management of Parent and its subsidiaries who are holders of Equity Interests of Parent on the Closing Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the foregoing or any Permitted Holder specified in the last sentence of this definition are members and any member of such group; provided that, in the case of such group and any member of such group and without giving effect to the existence of such group or any other group, such Investors, members of management and Person or group specified in the last sentence of this definition, collectively, own, directly or indirectly, more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of Parent having a majority of the aggregate votes on the Board of Directors of Parent held by such group, (b) any Permitted Parent and (c) any Permitted Plan. “ Permitted Parent ” means any Parent Entity that at the time it became a Parent Entity of Parent was a Permitted Holder pursuant to clause (a) of the definition thereof and was not formed in connection with, or in contemplation of, a transaction that would otherwise constitute a Change of Control. “ Permitted Plan ” means any employee benefits plan of Parent or its Affiliates and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan. “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 30 “ Plan ” means any employee benefit plan, within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained by the Company or, solely with respect to any such plan that is subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate or to which the Company or, solely with respect to any such plan that is subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate is required to contribute on behalf of any of their respective employees. “ Present Fair Saleable Value ” means the amount that could be obtained by an independent willing seller from an i…

Document text

EX-10.1 · d98058dex101.htm

EX-10.1
 2
 d98058dex101.htm
 EX-10.1

 Exhibit 10.1

 Execution Copy

 CREDIT AGREEMENT

 D ATED AS OF J UNE 10, 2026,

 AMONG

 D ELL T ECHNOLOGIES I NC .,

 AS P ARENT ,

 D ENALI I NTERMEDIATE I NC .,

 AS H OLDINGS ,

 D ELL I NC .,

 AS THE C OMPANY ,

 D ELL I NTERNATIONAL L.L.C.,

 AS A BORROWER ,

 EMC C ORPORATION ,

 AS A B ORROWER ,

 JPM ORGAN C HASE B ANK , N.A.,

 AS A DMINISTRATIVE A GENT ,

 AND

 T HE O THER L ENDERS AND L/C I SSUERS P ARTY
H ERETO ,

 JPM ORGAN C HASE B ANK , N.A., B ANK OF A MERICA , N.A.,
B ARCLAYS B ANK PLC, C ITIBANK , N.A.
 G OLDMAN S ACHS
B ANK USA, W ELLS F ARGO S ECURITIES , LLC AND HSBC B ANK USA, N.A.,

 AS J OINT L EAD A RRANGERS AND J OINT
B OOKRUNNERS ,
 B ANK OF A MERICA , N.A., B ARCLAYS
B ANK PLC, C ITIBANK , N.A., G OLDMAN S ACHS B ANK USA,

 W ELLS F ARGO B ANK , N.A. AND HSBC B ANK USA, N.A.,

 AS SYNDICATION AGENTS ,

 BNP P ARIBAS S ECURITIES C ORP ., D EUTSCHE B ANK
S ECURITIES INC., M IZUHO B ANK , L TD .,
 M ORGAN
S TANLEY S ENIOR F UNDING , I NC ., MUFG B ANK , L TD ., PNC B ANK , N ATIONAL

 A SSOCIATION , RBC C APITAL M ARKETS , S OCI&Eacute;T&Eacute;
G &Eacute;N&Eacute;RALE , TD S ECURITIES (USA) LLC, T HE
 B ANK OF
N OVA S COTIA AND UBS AG, S TAMFORD B RANCH ,
 AS
D OCUMENTATION A GENTS

 CONTENTS

 Page

 CREDIT AGREEMENT

 1

 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

 1

 1.01

 Defined Terms

 1

 1.02

 Other Interpretive Provisions

 38

 1.03

 Accounting Terms

 38

 1.04

 Rounding

 39

 1.05

 Exchange Rates; Currency Equivalents

 39

 1.06

 Additional Alternative Currencies

 39

 1.07

 Change of Currency

 40

 1.08

 Times of Day; Fiscal Year

 40

 1.09

 Letter of Credit Amounts

 41

 1.10

 Timing of Payment or Performance

 41

 1.11

 Interest Rates; Benchmark Notification

 41

 1.12

 Division

 41

 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

 41

 2.01

 Loans

 41

 2.02

 Borrowings, Conversions and Continuations of Loans

 42

 2.03

 Letters of Credit

 43

 2.04

 [Reserved]

 53

 2.05

 Prepayments

 53

 2.06

 Termination or Reduction of Commitments

 54

 2.07

 Repayment of Loans

 55

 2.08

 Interest

 55

 2.09

 Fees

 55

 2.10

 Computation of Interest and Fees

 56

 2.11

 Evidence of Debt

 56

 2.12

 Payments Generally; Administrative Agent’s Clawback

 56

 2.13

 Sharing of Payments by Lenders

 58

 2.14

 Cash Collateral

 59

 2.15

 Defaulting Lenders

 60

 2.16

 Loan Modification Offers

 62

 2.17

 Increase in Commitments

 63

 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

 65

 3.01

 Taxes

 65

 3.02

 Illegality

 69

 3.03

 Inability to Determine Rates

 70

 3.04

 Increased Costs

 72

 3.05

 Compensation for Losses

 73

 3.06

 Mitigation Obligations; Replacement of Lenders

 74

 3.07

 Survival

 75

 ARTICLE IV. CONDITIONS PRECEDENT

 75

 4.01

 Conditions to Closing Date

 75

 4.02

 [Reserved]

 76

 4.03

 Conditions to all Credit Extensions on and after the Closing Date

 76

 i

 ARTICLE V. REPRESENTATIONS AND WARRANTIES

 77

 5.01

 Existence, Qualification and Power

 77

 5.02

 Authorization; No Contravention

 77

 5.03

 Governmental Authorization; Other Consents

 77

 5.04

 Binding Effect

 78

 5.05

 Financial Statements; No Material Adverse Effect

 78

 5.06

 Litigation

 78

 5.07

 Taxes

 78

 5.08

 ERISA Compliance

 79

 5.09

 Margin Regulations; Investment Company Act

 79

 5.10

 Compliance with Laws

 79

 5.11

 Sanctions; Anti-Corruption Laws

 79

 5.12

 Disclosure

 80

 5.13

 Solvency

 80

 ARTICLE VI. AFFIRMATIVE COVENANTS

 80

 6.01

 Financial Statements

 80

 6.02

 Certificates; Other Information

 81

 6.03

 Notices

 82

 6.04

 Payment of Taxes

 83

 6.05

 Preservation of Existence, Etc.

 83

 6.06

 Compliance with Laws

 83

 6.07

 Books and Records

 83

 6.08

 Use of Proceeds

 83

 6.09

 Inspection Rights

 83

 ARTICLE VII. NEGATIVE COVENANTS

 84

 7.01

 Liens

 84

 7.02

 Fundamental Changes

 85

 7.03

 Consolidated Interest Coverage Ratio

 85

 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

 85

 8.01

 Events of Default

 85

 8.02

 Remedies Upon Event of Default

 88

 8.03

 Application of Funds

 88

 ARTICLE IX. ADMINISTRATIVE AGENT

 89

 9.01

 Appointment and Authority

 89

 9.02

 Rights as a Lender

 89

 9.03

 Exculpatory Provisions

 89

 9.04

 Reliance by Administrative Agent

 90

 9.05

 Delegation of Duties

 91

 9.06

 Resignation of Administrative Agent

 91

 9.07

 Non-Reliance on Administrative Agent, Arrangers, Bookrunners, and Other Lenders

 92

 9.08

 No Other Duties, Etc.

 93

 9.09

 Administrative Agent May File Proofs of Claim

 93

 9.10

 Erroneous Payments

 94

 ii

 9.11

 Withholding Taxes

 95

 9.12

 Lender Acknowledgments

 95

 9.13

 Posting of Communications

 95

 9.14

 Borrower Communications

 97

 ARTICLE X. MISCELLANEOUS

 98

 10.01

 Amendments, Etc.

 98

 10.02

 Notices; Effectiveness; Electronic Communication

 99

 10.03

 No Waiver; Cumulative Remedies; Enforcement

 101

 10.04

 Expenses; Limitation of Liability; Indemnity

 101

 10.05

 Payments Set Aside

 104

 10.06

 Successors and Assigns

 104

 10.07

 Treatment of Certain Information; Confidentiality

 109

 10.08

 Right of Setoff

 110

 10.09

 Interest Rate Limitation

 110

 10.10

 Counterparts; Integration; Effectiveness

 111

 10.11

 Survival of Representations and Warranties

 111

 10.12

 Severability

 111

 10.13

 Replacement of Lenders

 111

 10.14

 Governing Law; Jurisdiction; Etc.

 112

 10.15

 Waiver of Jury Trial

 113

 10.16

 No Advisory or Fiduciary Responsibility

 113

 10.17

 Electronic Execution of Assignments and Certain Other Documents

 114

 10.18

 USA PATRIOT Act

 114

 10.19

 Judgment Currency

 115

 10.20

 ENTIRE AGREEMENT

 115

 10.21

 Lender ERISA Representation

 115

 10.22

 Acknowledgement and Consent to Bail-In of Affected Financial Institutions

 116

 10.23

 Acknowledgement Regarding Any Supported QFCs

 117

 ARTICLE XI. GUARANTEE

 118

 11.01

 Guarantors

 118

 11.02

 Guarantee

 118

 11.03

 Guaranty Absolute

 119

 11.04

 Waivers

 119

 11.05

 Continuing Guaranty

 120

 11.06

 Release of Guarantors

 120

 iii

 SCHEDULES

 1.01(a)

 Letter of Credit Commitments

 2.01

 Commitments

 2.03

 Existing Letters of Credit

 7.01

 Existing Liens

 10.02

 Administrative Agent’s Office; Certain Addresses for Notices

 EXHIBITS

 A

 [Reserved]

 B

 Form of Solvency Certificate

 C

 Form of Note

 D

 Form of Assignment and Assumption

 E-1

 Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

 E-2

 Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

 E-3

 Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

 E-4

 Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

 F

 Form of Notice of Loan Prepayment

 iv

 CREDIT AGREEMENT

 This CREDIT AGREEMENT (this “ Agreement ”) is entered into as of June 10, 2026, 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 L/C Issuer from time to time party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

 WHEREAS, the Borrowers have requested (a) the Lenders to provide Loans, subject to the Commitments, which shall be in an aggregate
principal amount of $6,000,000,000, to the Borrowers at any time during the Availability Period and (b) the L/C Issuers to issue Letters of Credit at any time during the Availability Period, in an aggregate amount at any time outstanding not in
excess of $500,000,000.
 NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:
 ARTICLE I.

 DEFINITIONS AND ACCOUNTING TERMS

 1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

 “ Accepting Lenders ” has the meaning specified in Section 2.16(a) .

 “ Accretive Acquisition ” means any transaction or series of related transactions, consummated on or after the Closing Date,
by which the Company or any Subsidiary thereof (a) acquires all or substantially all of the assets of any Person or any going business, division thereof or line of business, whether through purchase of assets, merger or otherwise, or
(b) acquires Equity Interests of any Person having at least a majority of combined voting power of the then outstanding Equity Interests of such Person; provided that the Consolidated EBITDA of Parent, Holdings, the Company and its
Subsidiaries for the relevant period prior to the closing of such Accretive Acquisition, after giving effect to such Accretive Acquisition on a pro forma basis, is greater than the Consolidated EBITDA of Parent, Holdings, the Company and its
Subsidiaries for such period without giving effect to such Accretive Acquisition on a pro forma basis, as determined in good faith by the Company.

 “ Acquired EBITDA ” means, with respect to any Acquired Entity or Business for any period, as the amount for such period of
Consolidated EBITDA of such Acquired Entity or Business (determined as if references to Parent, Holdings, the Company, the Borrowers and the Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such
Acquired Entity or Business and its Subsidiaries which will become Subsidiaries of the Company), all as determined on a consolidated basis for such Acquired Entity or Business.

 “ Acquired Entity or Business ” has the meaning given such term in the definition of “Consolidated EBITDA.”

 “ Adjusted Current Liabilities ” has the meaning given such term in the definition of “Consolidated Net Tangible
Assets.”
 “ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under
any of the Loan Documents, or any successor administrative agent.

 “ Administrative Agent’s Office ” means the Administrative
Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify to the Company and the Lenders.

 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent to the
Borrowers or any Lender, as the context requires.
 “ Affected Financial Institution ” means (a) any EEA Financial
Institution or (b) any UK Financial Institution.
 “ Affiliate ” means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

 “ Aggregate Commitments ” means the Commitments of all the Lenders.

 “ Agreement ” has the meaning specified in the introductory paragraph hereto.

 “ Agreement Currency ” has the meaning specified in Section 10.19 .

 “ Alternative Currency ” means, with respect to each L/C Issuer, (i) each currency (other than Dollars) specified on
 Schedule 1.01(a) opposite the name of such L/C Issuer and (ii) each currency (other than Dollars and currencies set forth in the preceding clause (i)) that is approved by such L/C Issuer in accordance with
 Section 1.06 ; provided that from and after the date that is ten (10) Business Days after the Borrowers shall have received written notice from an L/C Issuer or the Administrative Agent that any such currency
(other than Dollars) is not a lawful currency that is readily available and freely transferable and convertible into Dollars in the London interbank market, no L/C Issuer shall make any L/C Credit Extension in respect of a Letter of Credit
denominated or to be denominated in such currency (unless such currency subsequently becomes an Alternative Currency in accordance with Section 1.06 ).

 “ Anti-Corruption Laws ” has the meaning specified in Section 5.11(b) .

 “ Applicable Percentage ” means, with respect to any Lender at any time, the percentage (carried out to the tenth decimal
place) of the Facility represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.15 . If the commitment of each Lender to make Loans and the obligation of the L/C Issuers to
make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of
such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender with respect to the Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

 2

 “ Applicable Rate ” means, from time to time, the following percentages per
annum, based upon the Debt Ratings as set forth below:

 Pricing Level

 Debt Ratings
S&P/Moody’s/Fitch

 Term SOFR or Daily
Simple SOFR

 Base
 Rate

 Unused Line
Fee

 1

 ≥ BBB+/Baa1/BBB+

 0.825%

 0.000%

 0.065%

 2

 BBB/Baa2/BBB

 0.950%

 0.000%

 0.09%

 3

 BBB-/Baa3/BBB-

 1.100%

 0.100%

 0.115%

 4

 BB+/Ba1/BB+

 1.200%

 0.200%

 0.165%

 5

 ≤ BB/Ba2/BB

 1.450%

 0.450%

 0.240%

 For purposes of the foregoing, (a) in the event that Debt Ratings are provided by each of Moody’s,
Fitch and S&P, and such Debt Ratings fall within different pricing levels (i) if any two Debt Ratings are at the same pricing level, the Applicable Rate shall be based upon such pricing level and (ii) if no two Debt Ratings are at the
same pricing level, the Applicable Rate shall be based upon the pricing level which is in the middle of the distribution of the three Debt Ratings, (b) in the event that Debt Ratings are provided by any two of Moody’s, Fitch and S&P,
(i) if such Debt Ratings fall within the same pricing level, the Applicable Rate shall be based upon such pricing level, and (ii) if such Debt Ratings fall within different pricing levels, the Applicable Rate shall be based on the higher
of the two levels (with pricing level 1 being the highest and pricing level 5 being the lowest) unless one of the two Debt Ratings is two or more pricing levels lower than the other, in which case the Applicable Rate shall be determined by reference
to the pricing level immediately below the pricing level of the higher of the two Debt Ratings, (c) in the event that a Debt Rating is provided only by one of Moody’s, Fitch and S&P, the Applicable Rate shall be based on such pricing
level and (d) in the event that no Debt Ratings are available, the pricing level shall be level 5.
 If the Debt Ratings established
or deemed to have been established by Moody’s, Fitch and S&P shall be changed (other than as a result of a change in the rating system of Moody’s, Fitch or S&P), such change shall be effective as of the third Business Day
following the date on which it is first announced by the applicable Rating Agency, irrespective of when notice of such change shall have been furnished by the Company or any Borrower to the Administrative Agent and the Lenders. Each change in the
Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.

 In no event shall the Applicable Rate be less than 0.00%.

 3

 “ Applicable Time ” means, with respect to any L/C Credit Extensions and
payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as determined by the applicable L/C Issuer to be necessary for timely settlement on the relevant date in accordance with normal banking
procedures in the place of payment. In advance of the initial issuance of a Letter of Credit in any Alternative Currency, the applicable L/C Issuer shall provide the Company and the Lenders with written notice of the Applicable Time for any L/C
Credit Extensions and payments in such Alternative Currency; provided , such L/C Issuer may, upon written notice to the Company and the Lenders delivered at least one Business Day in advance of the effectiveness of any update, update the
Applicable Time for L/C Credit Extensions and payments in such Alternative Currency. In the event no such notice is delivered by the applicable L/C Issuer, the Applicable Time with respect to such L/C Credit Extensions or the applicable payments
shall be the time specified herein for L/C Credit Extensions and payments in Dollars.
 “ Approved Borrower Portal ” has
the meaning specified in Section 9.14(a) .
 “ Approved Electronic Platform ” has the meaning
specified in Section 9.13 .
 “ Approved Fund ” means any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity that administers or manages a Lender (or any Affiliate of such entity).

 “ Arrangers ” means JPMorgan Chase Bank, N.A., and each other institution listed as a joint lead arranger on the cover
hereto, each in their capacity as joint lead arrangers and joint bookrunners.
 “ Assignment and Assumption ” means an
assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form
of Exhibit D or any other form (including electronic documentation generated by the use of an electronic platform) approved by the Administrative Agent.

 “ Attributable Indebtedness ” means, on any date, (a) in respect of any Financing Lease Obligation of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under
the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Financing Lease Obligation.

 “ Audited Financial Statements ” means audited consolidated balance sheets of Parent and its consolidated subsidiaries as of
the end of, and related statements of income and cash flows of Parent and its consolidated subsidiaries for, the three most recently completed fiscal years ended at least 90 days prior to the Closing Date; provided that the filing with the
SEC of Exchange Act reports or filings containing such financial statements by Parent with respect to the relevant period shall satisfy the foregoing requirements. The Arrangers hereby acknowledge receipt of the audited financial statements required
pursuant to this definition for the fiscal years ended February 2, 2024, January 31, 2025 and January 30, 2026.

 “ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(b)(iii) .

 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable,
(a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest
calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such
date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.03(e) .

 4

 “ Availability Period ” means the period from and including the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of termination in whole of the Commitments pursuant to Section 2.06 , and (c) the date of termination in whole of the commitments of all Lenders to
make Loans and of the obligation of all L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02 .

 “ Bail-In Action ” means, as to any Affected Financial Institution, the exercise of
any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of such Affected Financial Institution.

 “ Bail-In Legislation ” means (a) with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

 “ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in
effect, or any successor statute.
 “ Base Rate ” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1 ⁄ 2 of 1% and (c) Term SOFR for a one month Interest Period
as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that, for the
purpose of this definition, Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term
SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate,
the NYFRB Rate or Term SOFR, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 (for the avoidance of doubt, only until the Benchmark Replacement has been determined
pursuant to Section 3.03 ), then the Base Rate shall be the greater of the rates specified in clauses (a) and (b) above and shall be determined without reference to the rate specified in clause (c) above. For the
avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

 “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

 “ Benchmark ” means, initially, with respect to any (a) RFR Loan, the Daily Simple SOFR or (b) Term SOFR Loan, the
Term SOFR Rate; provided that, if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR, as applicable, or the then-current Benchmark, then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior Benchmark rate pursuant to Section 3.03 .

 “ Benchmark Replacement ” means, for any Available Tenor, the first alternative set forth in the order below that can be
determined by the Administrative Agent for the applicable Benchmark Replacement Date:
 (a) Daily Simple SOFR; or

 5

 (b) the sum of: (i) the alternate benchmark rate that has been selected
by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the
mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities
denominated in Dollars at such time and (ii) the related Benchmark Replacement Adjustment;
 provided that the Benchmark
Replacement as determined pursuant to clause (a) or (b) above shall not be less than 0.00% per annum.
 “ Benchmark
Replacement Adjustment ” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark
Replacement, the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected by the Administrative Agent and the Company for the applicable
Corresponding Tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

 “ Benchmark Replacement Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use,
administration, adoption or implementation of any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of
“Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition, timing and frequency of determining rates and making
payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational
matters) that the Administrative Agent, in consultation with the Company, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner
substantially consistent with market practice (or, if the Administrative Agent reasonably decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no
market practice for the administration of any such Benchmark exists, in such other manner of administration as the Administrative Agent, in consultation with the Company, decides is reasonably necessary in connection with the administration of this
Agreement and the other Loan Documents).
 “ Benchmark Replacement Date ” means, with respect to any Benchmark, the
earliest to occur of the following events with respect to such then-current Benchmark:
 (a) in the case of clause
(a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

 6

 (b) in the case of clause (c) of the definition of “Benchmark
Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been, or if such Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof) have been,
determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such
 non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or component thereof) or, if such Benchmark is
a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
 For the avoidance
of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to
the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or
events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

 “ Benchmark Transition Event ” means, with respect to the then-current Benchmark, the occurrence of one or more of the
following events with respect to such Benchmark:
 (a) a public statement or publication of information by or on behalf of
the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently
or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available
Tenor of such Benchmark (or such component thereof);
 (b) a public statement or publication of information by the
regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the
administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the
administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a
term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such
Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

 (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or
the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a
specified future date will no longer be, representative.
 For the avoidance of doubt, a “Benchmark Transition Event” will be
deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the
calculation thereof).

 7

 “ Benchmark Unavailability Period ” means, with respect to any then-current
Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clause (a) or (b) of such definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark
for all purposes hereunder and under any Loan Document in accordance with Section 3.03 and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and
under any Loan Document in accordance with Section 3.03 .
 “ Beneficial Ownership
Certification ” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

 “ Board of Directors ” means:

 (a) with respect to a corporation or exempted company, the board of directors of the corporation or exempted company or any committee thereof
duly authorized to act on behalf of such board;
 (b) with respect to a partnership, the board of directors of the general partner of the
partnership;
 (c) with respect to a limited liability company, the manager, managing member or members or any controlling committee of
managing members thereof; and
 (d) with respect to any other Person, the board or committee of such Person serving a similar function.

 “ Bookrunner ” means JPMorgan Chase Bank, N.A., and each other institution listed as a joint bookrunner on the cover
hereto, each in their capacity as joint bookrunner.
 “ Borrower ” has the meaning specified in the introductory paragraph
hereto.
 “ Borrower Communications ” means, collectively, any Loan Notice, notice of prepayment, notice requesting the
issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein
which is distributed by a Borrower to the Administrative Agent through an Approved Borrower Portal.
 “ Borrowing ” means
a borrowing consisting of simultaneous Loans of the same Type under the Facility made, converted or continued on the same date and, in the case of Term Benchmark Loans, having the same Interest Period.

 “ Business Day ” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City;
 provided that, in addition to the foregoing, a Business Day shall be any such day that is only a U.S. Government Securities Business Day (a) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or
payments of any such RFR Loan, or any other dealings of such RFR Loan and (b) in relation to Loans referencing the Term SOFR and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Term
SOFR or any other dealings of such Loans referencing the Term SOFR.

 8

 “ Capitalized Software Expenditures ” means, for any period, the aggregate
of all expenditures (whether paid in cash or accrued as liabilities) by Parent, Holdings, the Company and the Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in
conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of Parent.

 “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or
more of the L/C Issuers or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the applicable L/C Issuer
shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer. “ Cash Collateral ” shall
have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

 “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption of
or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making
or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) 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,” to the extent
enacted, adopted or issued after the date of this Agreement, but only to the extent such rules, regulations, or published interpretations or directives are applied to the Company and the Subsidiaries by the Administrative Agent or any Lender in
substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities, including, without limitation, for purposes of Section 3.04 .

 “ Change of Control ” means the occurrence of any of the following:

 (a) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Parent and its
subsidiaries, taken as a whole, to any Person other than any Permitted Holders;
 (b) Parent becomes aware of (by way of a report or any
other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including
any group acting for the purpose of acquiring, holding or disposing of Equity Interests of Parent (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single
transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of Parent having a majority of the aggregate votes on the Board of Directors of Parent, unless the Permitted Holders otherwise have the
right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate or appoint directors of Parent having a majority of the aggregate votes on the Board of Directors of Parent; or

 (c) either of the Borrowers shall cease to be a direct or indirect subsidiary of Parent.

 9

 Notwithstanding the preceding or any provision of
 Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock (x) subject to a stock or asset purchase agreement, merger agreement, option
agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement or
(y) as a result of veto or approval rights in any joint venture agreement, shareholder agreement or other similar agreement, (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of Parent owned,
directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred and
(iii) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s Parent Entity (or related contractual rights) unless
it owns more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of such Parent Entity having a majority of the aggregate votes on the Board of Directors of such Parent Entity.

 “ Change of Control Triggering Event ” means the occurrence of both a (a) Change of Control and (b) Rating Decline;
 provided that clause (b) hereof shall be applicable only if Michael S. Dell is a member of either the Board of Directors or senior management of the surviving Person after giving effect to any such Change of Control.

 “ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied
(or waived in accordance with Section 10.01 ).
 “ Closing Date Guarantors ” means, as of the
Closing Date, Parent, Holdings and the Company; provided that upon the release or discharge of any Closing Date Guarantor from its Guarantee in accordance with the terms of this Agreement, such Person shall cease to be a Closing Date
Guarantor.
 “ Closing Date Refinancing ” means, collectively, (a) the repayment, repurchase or other discharge of
the principal, interest, fees and other amounts, other than contingent obligations not due and payable, outstanding, and termination of all outstanding commitments, under that certain Credit Agreement, dated as of November 1, 2021 (as amended,
supplemented or otherwise modified prior to the date hereof), among Holdings, the Company, the Borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and each of the issuing banks and other financial institutions from time to time party
thereto and the termination and/or release of any guarantees in connection therewith.
 “ CME Term SOFR Administrator ”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

 “ Co-Documentation Agents ” means each institution listed as a documentation agent on
the cover hereto, each in their capacity as documentation agents.
 “ Code ” means the United States Internal Revenue Code
of 1986, as amended.
 “ Commitment ” means, as to each Lender, its obligation to (a) make Loans to the Borrowers
pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on
 Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. On the Closing Date, the aggregate
amount of Commitments is $6,000,000,000.
 “ Commitment Increases ” has the meaning specified in
 Section 2.17(a) .

 10

 “ Communication ” has the meaning specified in
 Section 9.13 .
 “ Company ” means Dell Inc., a Delaware corporation.

 “ Competitor ” has the meaning specified in Section 10.06(b)(vi) .

 “ Consolidated EBITDA ” means, for any period, the Consolidated Net Income for such period, plus :

 (a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income,
the sum of the following amounts for such period:
 (i) total net interest and other expense net of income, in each case as
reported in Parent’s financial statements in accordance with GAAP and, if elected by the Company in its discretion and to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative
instruments entered into for the purpose of hedging interest rate risk, net of interest income (provided that, for the avoidance of doubt, interest income will not include any amounts earned by DFS or other Subsidiaries through the financing of DFS
Financing Assets) and gains on such hedging obligations or such derivative instruments, and bank and letter of credit fees and costs of surety bonds in connection with financing activities,

 (ii) income tax provision as reported in Parent’s financial statements in accordance with GAAP and, if elected by the
Company in its discretion, to the extent not included in the foregoing, any other provision for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added and similar taxes based
on income, profits, revenue or capital and foreign withholding taxes paid or accrued during such period (including in respect of repatriated funds) including penalties and interest related to such taxes or arising from any tax examinations,

 (iii) depreciation and amortization (including amortization of Capitalized Software Expenditures, internal labor costs and
amortization of deferred financing fees or costs),
 (iv) other non-cash charges
and/or losses (other than any accrual in respect of bonuses) ( provided , in each case, that if any non-cash charges and/or losses represent an accrual or reserve for potential cash items in any future
period (A) the Company may elect not to add back such non-cash charges in the current period and (B) to the extent the Company elects to add back such non-cash
charges in the current period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period),

 (v) the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned subsidiary deducted (and not added back in such period to Consolidated Net Income) excluding cash
distributions in respect thereof,
 (vi) earnouts paid in connection with venture investments,

 11

 (vii) cash receipts (or any netting arrangements resulting in reduced cash
expenditures) not included in the calculation of Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to
paragraph (c) below for any previous period and not added back,
 (viii) the amount of any fees and expenses (including
any Transaction Costs, transaction or retention bonus or similar payment, any earnout, contingent consideration, obligation or purchase price adjustment) incurred during such period, or any amortization thereof for such period, in connection with
any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated
prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case
whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards
Codification 460),
 (ix) to the extent the Company elects to add back such charges or write-offs or write-downs in the
current period, any impairment charge or asset write-off or write-down (including related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities),

 (x) any non-cash expense or costs that result from the issuance of stock-based awards,
partnership interest-based awards and similar incentive-based compensation awards or arrangements, and including, to the extent the Company elects to add back such expense or costs in the current period, payroll taxes in connection with such
compensation awards or arrangements,
 (xi) the amount of any extraordinary,
 non-recurring or unusual losses (less all fees and expenses relating thereto) or expenses (including any unusual or non-recurring operating expenses directly
attributable to the implementation of cost saving initiatives and any accruals or reserves in respect of any extraordinary, non-recurring or unusual items), severance, integration and facilities’ opening
costs and other business optimization expenses (including related to new product introductions and other strategic or cost saving initiatives), restructuring charges, accruals or reserves (including restructuring and integration costs related to
acquisitions prior to or after the Closing Date and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, transition costs and costs related to closure/consolidation of
facilities, and
 (xii) any loss on asset sales, disposals or abandonments (other than asset sales, disposals or
abandonments in the ordinary course of business);
 plus

 (b) without duplication and to the extent not included in arriving at such Consolidated Net Income, the amount of “run
rate” cost savings, operating expense reductions and synergies related any Specified Transaction, any restructuring, cost saving initiative or other initiative projected by the Company in good faith to be realized as a result of actions that
have been taken or initiated or are expected to be taken (in the good faith determination of the Company), including any cost savings, expenses and charges (including restructuring and integration charges) in

 12

connection with, or incurred by or on behalf of, any joint venture of Parent, Holdings, the Company or any of the Subsidiaries (whether accounted for on the financial statements of any such joint
venture or Parent) within 24 months after such Specified Transaction, restructuring, cost saving initiative or other initiative (including actions initiated prior to the consummation thereof) (which cost savings shall be added to Consolidated EBITDA
until fully realized and calculated on a pro forma basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions; provided that (A) such cost
savings are reasonably quantifiable and factually supportable, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges
relating to such cost savings, operating expense reductions or synergies that are included in clause (a) above (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with
any action taken), and (C) the share of any such cost savings, expenses and charges with respect to a joint venture that are to be allocated to Parent, Holdings, the Company or any of the Subsidiaries in any period shall not exceed the total
amount thereof for any such joint venture multiplied by the percentage of income of such venture expected to be included in Consolidated EBITDA for such period, in each case, at any date of determination, for the most recently completed of four
consecutive fiscal quarters ending on or prior to such date for which financial statements have been (or were required to have been) delivered pursuant to Section 6.01(a) or Section 6.01(b)
(without giving effect to any adjustments pursuant to this clause (b) );
 less

 (c) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following
amounts for such period:
 (i) non-cash income or
 non-cash gains ( provided that, if any non-cash income or non-cash gain represents an accrual or deferred income in respect
of potential cash items in any future period, the Company may determine not to deduct the relevant non-cash gain or income in the then-current period),

 (ii) the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-wholly-owned subsidiary added (and not deducted in such period from Consolidated Net Income), and

 (iii) any gain on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary
course of business),
 in each case, as determined on a consolidated basis for Parent, Holdings, the Company and the Subsidiaries in
accordance with GAAP; provided that:
 (I) there shall be included in determining Consolidated EBITDA for any period, without
duplication, the Acquired EBITDA of any Person, property, business or asset acquired by Parent, Holdings, the Company, any Borrower or any Subsidiary during such period, whether such acquisition occurred before or after the Closing Date to the
extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired,
including pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Date, and not subsequently so disposed of, an “ Acquired Entity or Business ”) based on the Acquired EBITDA of such Acquired Entity
or Business for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical pro forma basis; provided that the Company may elect in its sole discretion not to make such adjustment
with respect to any such acquisition having consideration in an amount less than $500,000,000, and

 13

 (II) there shall be excluded in determining Consolidated EBITDA for any period the Disposed
EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Parent, Holdings, the Company, any Borrower or any Subsidiary during such period (but if such operations
are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) (each such Person, property, business or asset so sold,
transferred or otherwise disposed of, closed or classified, a “ Sold Entity or Business ”) based on the Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale,
transfer, disposition, closure, classification or conversion) determined on a historical pro forma basis; provided that the Company may elect in its sole discretion not to make such adjustment with respect to any such sale, transfer or other
disposition having consideration in an amount less than $500,000,000 (or any such closure or classification with respect to properties, businesses or assets with a fair market value, as determined in good faith by the Company, of less than
$500,000,000).
 “ Consolidated Interest Charges ” means, for any period, for Parent, Holdings, the Company and its
Subsidiaries on a consolidated basis, the sum of (a) all cash interest expense of Parent, Holdings, the Company and the Subsidiaries with respect to all outstanding Indebtedness thereof described in clause (a) of the definition of
Indebtedness or attributable to Financing Lease Obligations (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under hedging agreements), net
of cash interest income ( provided that, for the avoidance of doubt, interest income will not include any amounts earned by DFS or other Subsidiaries through the financing of DFS Financing Assets) of Parent, Holdings, the Company and the
Subsidiaries, in each case determined in accordance with GAAP, plus (b) non-cash interest expense resulting solely from “paid in kind” interest on Indebtedness described in clause
(a) of the definition thereof and the amortization of original issue discount from the issuance of Indebtedness of Parent, Holdings, the Company and the Subsidiaries at less than par, but excluding, for the avoidance of doubt,
(i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than specifically referred to in clause
(b) above (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, discounts,
yield and other fees and charges (including any interest expense) incurred in connection with any receivables or similar financing (including in respect of any DFS-related financing), (v) all non-recurring cash interest expense or “additional interest” for failure to timely comply with registration rights obligations, (vi) any interest expense attributable to the exercise of appraisal
rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect to any investment, all as calculated on a consolidated basis in accordance with GAAP, (vii) any payments with respect to make-whole
premiums or other breakage costs of any Indebtedness, including, without limitation, any Indebtedness issued, prepaid, redeemed or otherwise retired in connection with the Transactions, (viii) penalties and interest relating to taxes,
(ix) accretion or accrual of discounted liabilities not constituting Indebtedness, (x) any interest expense attributable to a direct or indirect parent entity resulting from push down accounting and (xi) any expense resulting from the
discounting of Indebtedness in connection with the application of recapitalization or purchase accounting.
 “ Consolidated
Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.

 14

 “ Consolidated Net Income ” means, for any period, the net income (loss) of
Parent, Holdings, the Company and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from Consolidated Net Income for any period the effects from applying
acquisition method accounting, including applying acquisition method accounting to inventory, property and equipment, loans and leases, software and other intangible assets and deferred revenue (including deferred costs related thereto and deferred
rent) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Parent, Holdings, the Company and the Subsidiaries), as a result of any acquisition consummated prior to, or
after, the Closing Date or the amortization or write-off of any amounts thereof.

 “ Consolidated Net Tangible Assets ” means, at any time, the aggregate amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (a) all current liabilities, except for (i) notes and loans payable, (ii) current maturities of long-term debt and (iii) current maturities of Financing Lease Obligations (such
current liabilities referred to in this clause (a), less the items set forth in sub-clauses (i) through (iii), the “ Adjusted Current Liabilities ”), and (b) to the extent included
in such aggregate amount of assets, all intangible assets, goodwill, trade names, trademarks, patents, organization and development expenses, unamortized debt discount and expenses and deferred charges (other than capitalized unamortized product
development costs, such as, without limitation, capitalized hardware and software development costs) (such items referred to in this clause (b), the “ Intangible Assets ”), all as set forth on the most recent consolidated balance
sheet of Parent and its subsidiaries as of the end of the most recently ended fiscal quarter prior to the applicable date of determination for which financial statements are available; provided that, for purposes of testing the covenants under this
Agreement in connection with any transaction, (i) the assets and Intangible Assets of Parent and its subsidiaries shall be adjusted to reflect any acquisitions and dispositions of assets or Intangible Assets, as the case may be, that have
occurred during the period from the date of the applicable balance sheet through the applicable date of determination, including the transaction being tested under this Agreement and (ii) the Adjusted Current Liabilities of Parent and its
subsidiaries shall be adjusted to reflect any increase or decrease in Adjusted Current Liabilities as a result of such transaction being tested under this Agreement or any acquisitions or dispositions of assets that have occurred during the period
from the date of the applicable balance sheet through the applicable date of determination.
 “ Contractual Obligation ”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

 “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

 “ Corresponding Tenor ” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an
interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

 “ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

 “ Daily Simple SOFR ” means, for any day, SOFR for such day; provided that, if Daily Simple SOFR as so determined
would be less than 0.00% per annum, such rate shall be deemed to be equal to 0.00% per annum for the purposes of this Agreement. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such
change in SOFR without notice to the Borrowers.

 15

 “ Debt Rating ” means, as of any date of determination, the rating as
determined by S&P, Moody’s or Fitch, as applicable, of the non-credit-enhanced, senior unsecured long-term debt issued (or co-issued) by Dell International,
or, if no such rating exists for such Rating Agency on such date of determination, the corporate rating of Parent.
 “ Debtor
Relief Laws ” means the Bankruptcy Code or any similar federal, foreign or state law for the relief of debtors.

 “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.
 “ Default Rate ” means (a) when used with respect to
Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Loans that are Base Rate Loans plus (iii) 2% per annum; provided ,
 however , that with respect to Loans that are Term SOFR Loans, the Default Rate shall be an interest rate equal to the interest rate (including the Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Rate applicable to Loans that are Term SOFR Loans plus 2% per annum.

 “ Defaulting Lender ” means, subject to Section 2.15(b) , any Lender that (a) has failed to
(i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of
such Lender’s good faith 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, or
(ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due,
(b) has notified the Company, the Administrative Agent or any L/C Issuer, as applicable, in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or
public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together
with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in
writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of (A) a proceeding under any Debtor Relief Law or (B) a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
Any determination by the Administrative Agent in consultation with the Company that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be
conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b) ) as of the date established therefor by the Administrative Agent in a written notice of
such determination, which shall be delivered by the Administrative Agent to the Company, the L/C Issuers and each other Lender promptly following such determination.

 16

 “ Dell International ” has the meaning assigned to it in the recitals
hereto.
 “ Designated Jurisdiction ” means, at any time, a country or territory which is itself the subject or target of
any comprehensive Sanctions (which as of the Closing Date are the so - called Donetsk People’s Republic, the so - called Luhansk People’s Republic, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran and North Korea).

 “ DFS ” means Dell Financial Services L.L.C., a Delaware limited liability company.

 “ DFS Financing Assets ” means loans, installment sale contracts, receivables arising under revolving credit accounts,
software licenses, maintenance services agreements, service contracts, leases (including all equipment and software subject to leases) or subleases (including any related account receivable or note receivable) entered into with or purchased by
Parent, Holdings, the Company or any Subsidiary to finance the acquisition or use of products or services and other assets customarily included in connection with a financing thereof (including any assets resulting from a financing provided by DFS
or the Global Financial Services division of EMC), together with all proceeds thereof.
 “ Disposed EBITDA ” means, with
respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to Parent, Holdings, the Company, the Borrowers and the Subsidiaries in the
definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries), all as determined on a consolidated basis for such Sold Entity
or Business.
 “ disposition ” or “ dispose ” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction or by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law) of any property by any Person, including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

 “ Disqualified Lender ” has the meaning specified in Section 10.06(b)(vi) .

 “ Dollar ” and “ $ ” mean lawful money of the United States.

 “ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the applicable L/C Issuer at such time on the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of Dollars with such Alternative Currency.
 “ Domestic Subsidiary ” means any
Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.
 “ EEA Financial
Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which
is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or
 (b) of this definition and is subject to consolidated supervision with its parent.

 17

 “ EEA Member Country ” means any of the member states of the European
Union, Iceland, Liechtenstein, and Norway.
 “ EEA Resolution Authority ” means any public administrative authority or any
Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 “ Electronic Signature ” means an electronic sound, symbol or process attached to, or associated with, a contract or other
record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
 “ Eligible
Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iv) and (v) (subject to such consents, if any, as may be required under
 Section 10.06(b)(iv) ).
 “ EMC ” has the meaning assigned to it in the recitals hereto.

 “ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person (other than, prior to the date of conversion, Indebtedness that is convertible into Equity Interests) or warrants, rights or options for the purchase
or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of determination.
 “ ERISA ” means
the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

 “ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Company within
the meaning of Section 4001(a)(14) of ERISA or Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, that is treated as a single employer with the Company
under Sections 414(m) and (o) of the Code.
 “ ERISA Event ” means (a) a Reportable Event with respect to a
Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is insolvent, within the meaning of Title IV of ERISA; (d) the filing of a notice of intent to terminate any Pension Plan or the treatment of a Pension Plan or Multiemployer Plan amendment as a termination
under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within
the meaning of Sections 430 or 432 of the Code or Sections 303 or 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the
Company or any ERISA Affiliate.

 18

 “ EU Bail-In Legislation Schedule ”
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

 “ Euro ” and “  ” mean the single currency of the Participating Member States.

 “ Event of Default ” has the meaning specified in Section 8.01 .

 “ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended from time to time (with respect to the
definition of “Change of Control” only, as in effect on January 1, 2018).
 “ Excluded Debt ” shall mean
(a) Indebtedness owing to the Company or any Subsidiary of the Company, (b) Indebtedness under the Facility, (c) Indebtedness (including Financing Lease Obligations) incurred to finance the purchase, lease, construction, installation,
replacement, repair or improvement of property (real or personal), equipment or any other asset, whether through the direct purchase of assets or the capital stock of any Person owning such assets, so long as such indebtedness exists at the date of
such purchase, lease or improvement or is created within 12 months thereafter; provided that Liens securing indebtedness permitted to be incurred pursuant to this clause (c) extend only to the assets purchased with the proceeds of such
indebtedness, accessions to such assets and the proceeds and products thereof, any lease of such assets (including accessions thereto) and the proceeds and products thereof and customary security deposits in respect thereof; provided ,
 however , that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender, (d) any reasonable purchase facilities, factoring transaction, securitization,
receivables financing transaction or similar financing, (e) DFS-related financings, (f) Indebtedness that is assumed by the Company or any Subsidiary of any Person that becomes a Subsidiary (or any
Person not previously a Subsidiary that is merged or consolidated with or into the Company or a Subsidiary) after the Closing Date in connection with an acquisition of assets by the Company or any Subsidiary (so long as such Indebtedness is not
incurred in contemplation thereof) and (g) Indebtedness assumed or otherwise incurred by a Foreign Subsidiary in connection with an Accretive Acquisition; provided that the aggregate outstanding principal amount of Indebtedness excluded
pursuant to clauses (f) and (g) above at any time shall not exceed the Maximum Secured Debt Limit.
 “ Excluded
Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any L/C Issuer or any Lender, its Lending Office located in, the
jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of an L/C Issuer or a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of
such Recipient with respect to an applicable interest in a Loan, Letter of Credit Commitment or Commitment pursuant to a law in effect on the date on which (i) such L/C Issuer or Lender acquires such interest in the Letter of Credit Commitment
or Commitment, as applicable (or, to the extent such L/C Issuer or Lender, as applicable, did not issue a Letter of Credit or fund an applicable Loan pursuant to a prior Letter of Credit Commitment or Commitment, as applicable, on the date on which
such L/C Issuer or Lender, as applicable, acquires its interest in such Letter of Credit or Loan, as applicable), other than pursuant to an assignment request by the Company under Section 3.06(b) or (ii) such L/C
Issuer or Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a) or (c) , amounts with respect to such Taxes were payable either to such L/C Issuer’s or
Lender’s assignor immediately before such L/C Issuer or Lender, as applicable, acquired the applicable interest in such Letter of Credit, Loan or Commitment or to

 19

such L/C Issuer or Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e)
and (d) any Taxes imposed under FATCA. For purposes of clause (b)(i) of this definition, a participation acquired pursuant to Section 2.13 shall be treated as having been acquired on the earliest date(s) on
which the applicable L/C Issuer or Lender acquired the applicable interests in the Letter of Credit Commitments, Commitments or Loans to which such participation relates.

 “ Existing Letter of Credit ” means each letter of credit set forth on Schedule 2.03 .

 “ Existing Notes ” means, collectively, the Borrowers’ 4.900% Senior Notes due 2026, 6.100% Senior Notes due 2027,
4.750% Senior Notes due 2028, 5.250% Senior Notes due 2028, 4.150% Senior Notes due 2029, 5.300% Senior Notes due 2029, 4.350% Senior Notes due 2030, 5.000% Senior Notes due 2030, 6.200% Senior Notes due 2030, 4.500% Senior Notes due 2031, 4.750%
Senior Notes due 2032, 5.300% Senior Notes due 2032, 5.750% Senior Notes due 2033, 5.400% Senior Notes due 2034, 4.850% Senior Notes due 2035, 5.500% Senior Notes due 2035, 5.100% Senior Notes due 2036, 8.100% Senior Notes due 2036, 3.375% Senior
Notes due 2041, 8.350% Senior Notes due 2046, and 3.450% Senior Notes due 2051.
 “ Facility ” means the Commitments, the
Loans and the L/C Obligations.
 “ Fair Market Value ” means with respect to any asset or group of assets on any date of
determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a
reasonable period of time having regard to the nature and characteristics of such asset. Except as otherwise expressly set forth herein, such value shall be determined in good faith by the Company.

 “ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

 “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, as of
the date of this Agreement (or any amended or successor version described above), and any fiscal or regulatory legislation, rules or other official guidance adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental
Authorities implementing the foregoing.
 “ Federal Funds Rate ” means, for any day, the rate per annum calculated by the
Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and
published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero
for purposes of this Agreement.
 “ Financial Officer ” means, with respect to any Person, the chief financial officer,
principal accounting officer, treasurer, director of treasury, controller or other similar officer of such Person or, in the absence of the foregoing, a director, manager or similar officer of such Person.

 “ Financing Lease Obligation ” means an obligation that is required to be accounted for as a financing or capital lease (and,
for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP. At the time any determination thereof is to be made, the amount of the
liability in respect of a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in accordance with GAAP.

 20

 “ Fitch ” means Fitch Ratings, a business segment of Fitch Group, Inc. and
its successors.
 “ Foreign Lender ” means a Lender that is not a U.S. Person.

 “ Foreign Subsidiary ” means any Subsidiary other than a Domestic Subsidiary.

 “ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

 “ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting
Lender’s Applicable Percentage of the Outstanding Amount of all outstanding L/C Obligations relating to such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to
other Lenders or Cash Collateralized in accordance with the terms hereof.
 “ Fund ” means any Person (other than a
natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

 “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board.

 “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank).

 “ guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct
or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term guarantee shall not
include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted
under this Agreement (other than such obligations with respect to Indebtedness). The amount of any guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect
of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer of the Company. The term “guarantee” as a verb has a
corresponding meaning.

 21

 “ Guarantee ” has the meaning specified in
 Section 11.02 .
 “ Guarantee Trigger Condition ” means, on any date of determination, either:

 (a) (i) the Rated Entity has a Debt Rating from any two Rating Agencies reflecting ratings at or below the ratings
corresponding to pricing level 4 in the pricing grid set forth in the definition of Applicable Rate and (ii) the aggregate outstanding principal amount of Indebtedness described under clause (a) of the definition thereof incurred or
guaranteed by Subsidiaries that are not Guarantors (excluding any Excluded Debt), exceeds the greater of (A) $3,300,000,000 and (B) 15% of Consolidated Net Tangible Assets as of the last day of the most recently ended Test Period; or

 (b) (i) the aggregate outstanding principal amount of the Existing Notes is greater than $5,000,000,000 and (ii) such
Existing Notes are guaranteed by any Subsidiary that is not a Guarantor.
 For purposes of clause (a) above, (x) in the event that a
Debt Rating is provided by only one Rating Agency, the condition in clause (i) shall be deemed satisfied if the Rated Entity has a Debt Rating from such Rating Agency reflecting ratings at or below the ratings corresponding to pricing level 4
in the pricing grid set forth in the definition of Applicable Rate and (y) in the event that no Debt Ratings are available, the condition in clause (i) shall be deemed satisfied.

 “ Guaranteed Obligations ” has the meaning specified in Section 11.02 .

 “ Guarantors ” means (a) as of the Closing Date, the Closing Date Guarantors and (b) any Subsidiary that becomes a
Guarantor pursuant to Section 11.01 ; provided that, upon the release or discharge of any Subsidiary from its Guarantee in accordance with the terms of this Agreement, such Person shall cease to be a Guarantor.

 “ Honor Date ” has the meaning specified in Section 2.03(c)(i) .

 “ Increase Effective Date ” has the meaning specified in Section 2.17(d) .

 “ Incremental Arranger ” has the meaning specified in Section 2.17(b) .

 “ Incremental Facility Amendment ” has the meaning specified in Section 2.17(f) .

 “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP:
 (a) all obligations of such Person for borrowed money,
including Indebtedness for borrowed money evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

 (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
 (c) net obligations of such Person
under any Swap Contract;

 22

 (d) all obligations of such Person to pay the deferred purchase price of
property or services (excluding (i) trade accounts payable in the ordinary course of business, (ii) monetary obligations arising under supply or consignment agreements, in each case of clause (i) and this clause (ii) ,
not overdue by more than 90 days or are being contested in good faith by appropriate proceedings and for which reasonable reserves are being maintained and (iii) any earn-out obligation until such
obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid after being due and payable for a period of 120 days);

 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

 (f) Financing Lease Obligations and Synthetic Lease Obligations; and

 (g) all guarantees of such Person in respect of any of the foregoing.

 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The
amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Financing Lease Obligation or Synthetic Lease Obligation as of any date shall be deemed to
be the amount of Attributable Indebtedness in respect thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be
equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith. For all purposes hereof, the Indebtedness of the
Company and the Subsidiaries shall exclude intercompany liabilities arising from their cash management, tax, and accounting operations and intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover
or extensions of terms) and made in the ordinary course of business. Notwithstanding the foregoing, the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a
portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller and (iii) Indebtedness of any direct or indirect parent of Parent appearing on the balance sheet of Parent solely by reason of push
down accounting under GAAP.
 “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with
respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.

 “ Indemnitees ” has the meaning specified in Section 10.04(b) .

 “ Information ” has the meaning specified in Section 10.07 .

 “ Intangible Assets ” has the meaning given such term in the definition of “Consolidated Net Tangible Assets.”

 “ Interest Payment Date ” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to
such Loan and the Maturity Date; provided , however , that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be
Interest Payment Dates; (b) as to any Base Rate Loan, the last day of each March, June, September and December and the Maturity Date and (c) as to any RFR Loan, the fifth (5 th ) Business
Day of each calendar month for the preceding calendar month and the Maturity Date.

 23

 “ Interest Period ” means as to each Term SOFR Loan, the period commencing
on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as selected by a Borrower in its Loan
Notice (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment); provided that:

 (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless, in the case of a Term SOFR Loan, such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

 (ii) any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

 (iii) no tenor that has been removed from this definition pursuant to Section 3.03(e) shall be
available for specification in any Loan Notice; and
 (iv) no Interest Period shall extend beyond the Maturity Date then in
effect.
 For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, thereafter shall be
the effective date of the most recent conversion or continuation of such Borrowing.
 “ Investors ” means each of
(a) (i) Michael S. Dell and his Affiliates, related estate planning and charitable trusts and vehicles and his family members, and also upon Michael S. Dell’s death, (ii) any Person who was an Affiliate of Michael S. Dell that upon
his death directly or indirectly owns Equity Interests in any Parent Entity of Dell, Dell or any Subsidiary and (iii) Michael S. Dell’s heirs, executors and/or administrators, (b) MSDC Management L.P., its Affiliates and any funds,
partnerships or other co-investment vehicles managed, advised or controlled by the foregoing or their respective Affiliates and (c) Silver Lake Group, L.L.C., Silver Lake Partners IV, L.P., Silver Lake
Technology Investors IV, L.P., SLP Denali Co-Invest, L.P., Silver Lake Partners V DE (AIV), L.P., SL SPV-2, L.P., Silver Lake Technology Investors V, L.P. and their
Affiliates and any funds, partnerships or other co-investment vehicles managed, advised or controlled by the foregoing or their respective Affiliates, excluding, in each case, Parent and its subsidiaries and
any portfolio companies of any of the foregoing.
 “ IRS ” means the United States Internal Revenue Service.

 “ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the
Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

 “ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the applicable L/C Issuer and a Borrower (or any Subsidiary) or in favor of the applicable L/C Issuer and relating to such Letter of Credit.

 “ Judgment Currency ” has the meaning specified in Section 10.19 .

 24

 “ L/C Advance ” means, with respect to each Lender, such Lender’s
funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars.

 “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been
reimbursed or refinanced as a Borrowing, in each case, on the date required pursuant to Section 2.03(c) . All L/C Borrowings shall be denominated in Dollars.

 “ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof.
 “ L/C Issuers ” means (a) each Lender identified on Schedule
1.01(a) , (b) solely with respect to any Existing Letter of Credit, the Lender that issued such Existing Letter of Credit and (c) each Lender that shall have become an L/C Issuer hereunder as provided in
 Section 2.03(l) (other than any Person that shall have ceased to be an L/C Issuer as provided in Section 2.03(m) ), each in its capacity as an issuer of Letters of Credit hereunder; provided
that each L/C Issuer may perform its obligations hereunder through one or more of its Affiliates.
 “ L/C Obligations ”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09 . For all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP or the exclusion of Article 36 of the UCP, as applicable, such Letter of Credit shall be deemed to be
“outstanding” in the amount so remaining available to be drawn.
 “ Laws ” means, collectively, all
international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law.
 “ Lender-Related Person ” means the Administrative
Agent, any Arranger, any Syndication Agent, any Co-Documentation Agent, any L/C Issuer and any Lender, and any Related Party of any of the foregoing Persons.

 “ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall become a party hereto pursuant
to an Assignment and Assumption that holds a Commitment or a Loan and any other Person that shall have become a party hereto pursuant to an Incremental Facility Amendment in accordance with Section 2.17 , in each case other
than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes each L/C Issuer.

 “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify a Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or
such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

 25

 “ Letter of Credit ” means (i) any standby letter of credit issued
hereunder providing for the payment of cash upon the honoring of a presentation thereunder and (ii) each Existing Letter of Credit. Letters of Credit may be issued, at the option of a Borrower, in Dollars or in an Alternative Currency.

 “ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in
the form from time to time in use by the applicable L/C Issuer.
 “ Letter of Credit Commitment ” means, as to any L/C
Issuer, the obligation of such L/C Issuer to issue Letters of Credit for the account of a Borrower or one or more of its Subsidiaries from time to time in an aggregate amount not to exceed the amount set forth opposite such L/C Issuer’s name
on Schedule 1.01(a) , or, for any L/C Issuer becoming an L/C Issuer after the Closing Date, such amount as is separately agreed to in a written agreement between a Borrower and such L/C Issuer (which such agreement shall be promptly delivered
to the Administrative Agent following execution).
 “ Letter of Credit Expiration Date ” means the day that is five days
prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).
 “ Letter of
Credit Fee ” has the meaning specified in Section 2.03(h) .
 “ Letter of Credit
Sublimit ” means an amount equal to the greater of (a) $500,000,000 and (b) the aggregate Commitments of all L/C Issuers. The Letter of Credit Sublimit is part of, and not in addition to, the Commitments.

 “ Liabilities ” means the recorded liabilities (including contingent liabilities that would be recorded in accordance with
GAAP) of the Company and the Subsidiaries taken as a whole, as of the Closing Date after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

 “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of
way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

 “ Loan ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

 “ Loan Documents ” means this Agreement, each Note and each Issuer Document.

 “ Loan Modification Agreement ” means a Loan Modification Agreement, in form reasonably satisfactory to the Administrative
Agent, among the Borrowers, the Administrative Agent and one or more Accepting Lenders, effecting one or more Permitted Amendments and such other amendments hereto and to the other Loan Documents as are contemplated by
 Section 2.16 .
 “ Loan Modification Offer ” has the meaning specified in
 Section 2.16(a) .
 “ Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion
of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans pursuant to Section 2.02(a) , which shall be substantially in the form approved by the Administrative Agent and separately provided to the
Borrowers (including any form on an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower; provided that,
if such Loan Notice is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent.

 26

 “ Loan Parties ” means Parent, Holdings, the Company, the Borrowers and the
Guarantors.
 “ Master Agreement ” has the meaning specified in the definition of “Swap Contract.”

 “ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the financial
condition of the Company and the Subsidiaries, taken as a whole or (b) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

 “ Material Subsidiary ” means any Subsidiary (or group of Subsidiaries as to which a specified condition applies) that would
be a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.

 “ Maturity Date ” means the later of (a) (i) June 10, 2031 and (b) if the maturity of the Facility is extended
pursuant to Section 2.16 , such extended maturity date with respect to the applicable Accepting Lenders as determined pursuant to such Section; provided that if such date is not a Business Day, the Maturity Date shall
be the next preceding Business Day.
 “ Maximum Rate ” has the meaning specified in
 Section 10.09 .
 “ Maximum Secured Debt Limit ” means, as of any date of computation thereof, an
amount equal to the greater of (a) $3,300,000,000 and (b) 15% of Consolidated Net Tangible Assets as of the last day of the most recently completed four consecutive fiscal quarters of Parent prior to such date of computation for which financial
statements have been delivered pursuant to Section 6.01 .
 “ Minimum Collateral Amount ” means,
at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 101%, or, in the case of Letters
of Credit denominated in an Alternative Currency, 103%, of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account
balances provided in accordance with the provisions of Section 2.14(a)(i) , (a)(ii) or (a)(iii) , an amount equal to 101%, or, in the case of Letters of Credit denominated in an Alternative Currency, 103%, of
the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount reasonably determined by the Administrative Agent and the L/C Issuers in their sole discretion (which amount may be 0%).

 “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

 “ Multiemployer Plan ” means any “multiemployer plan,” as defined in Section 3(37) of ERISA, to which the
Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

 “ Non-Accepting Lender ” has the meaning specified in
 Section 2.16(c) .
 “ Non-Consenting Lender ” means any
Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the
Required Lenders.
 “ Non-Defaulting Lender ” means, at any time, each Lender that
is not a Defaulting Lender at such time.

 27

 “ Non-Extension Notice Date ” has
the meaning specified in Section 2.03(b)(iii) .
 “ Nonrecourse Obligation ” means indebtedness
or other Obligations substantially related to (a) the acquisition of assets not previously owned by the Company or any of its Subsidiaries or (b) the financing of a project involving the development or expansion of properties of the
Company or any of its Subsidiaries, as to which the obligee with respect to such indebtedness or Obligation has no recourse to the Company or any of its Subsidiaries or any assets of the Company or any of its Subsidiaries other than the assets which
were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

 “ Note ” means a promissory note made by the Borrowers in favor of a Lender evidencing Loans made by such Lender to the
Borrowers, substantially in the form of Exhibit C .
 “ Notice of Loan Prepayment ” means a notice of prepayment
with respect to a Loan, which shall be substantially in the form of Exhibit F or such other form as may be approved by the Administrative Agent in its reasonable discretion (including any form on an Approved Borrower Portal, if arrangements
for doing so have been approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

 “ NYFRB ” means the Federal Reserve Bank of New York.

 “ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the
Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term
“NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the
aforesaid rates as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.

 “ NYFRB’s Website ” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

 “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising
under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including
interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.
 “ OFAC ” means the Office of Foreign Assets Control of the United States
Department of the Treasury.
 “ Organization Documents ” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate of
formation or organization, limited liability company agreement or operating agreement or other applicable governing agreement (or equivalent or comparable constitutive documents with respect to any non-U.S.
jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, exempted limited partnership, joint venture or other applicable agreement of formation or organization and any
agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate
or articles of formation or organization of such entity (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction).

 28

 “ Other Connection Taxes ” means, with respect to any Recipient, Taxes
imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).

 “ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06(b) ).

 “ Outstanding Amount ” means (a) with respect to Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date, and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by a Borrower of
Unreimbursed Amounts.
 “ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal
funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and
published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.
 “ Overnight Rate ” means,
for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation.

 “ Parent ” means Dell Technologies Inc., a Delaware corporation (or, upon and following the Redomestication, a Texas
corporation), together with its successors by merger or consolidation.
 “ Parent Entity ” means any Person that, with
respect to another Person, owns more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of such other Person having a majority of the aggregate votes on the Board of Directors of such other Person.

 “ Participant ” has the meaning specified in Section 10.06(d) .

 “ Participant Register ” has the meaning specified in Section 10.06(d) .

 “ Participating Member State ” means any member state of the European Union that has the Euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union.
 “ PATRIOT Act ” has the
meaning specified in Section 10.18 .

 29

 “ Payment ” has the meaning specified in
 Section 9.10 .
 “ Payment Notice ” has the meaning specified in
 Section 9.10 .
 “ PBGC ” means the Pension Benefit Guaranty Corporation.

 “ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in Section 412 and 430 of the Code and Sections 302 and 303 of ERISA.

 “ Pension Plan ” means any employee pension benefit plan (within the meaning of Section 3(2) of ERISA), other than a
Multiemployer Plan, that is maintained or is contributed to by the Company or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

 “ Permitted Amendment ” means an amendment to this Agreement and, if applicable, the other Loan Documents effected in
connection with a Loan Modification Offer pursuant to Section 2.16 , applicable to all, or any portion of, the Loans and/or Commitments of the Facility of the Accepting Lenders providing for (a) an extension of a
maturity date with respect to the Loans and/or Commitments of the Accepting Lenders, (b) a change in the Applicable Rate with respect to the Loans and/or Commitments of the Accepting Lenders and/or (c) a change in the fees payable to, or
the inclusion of new fees to be payable to, the Accepting Lenders, (d) any change to the call protection with respect to the Loans and/or Commitments of the Accepting Lenders, and/or (e) additional covenants or other provisions applicable
only to periods after the Maturity Date at the time of such Loan Modification Offer or also added for the benefit of any Loans and/or Commitments of the Facility remaining outstanding after the issuance or incurrence of such Loans and/or Commitments
(it being understood that no consent shall be required by the Administrative Agent or any of the Lenders to provide for such additional covenants or other provisions).

 “ Permitted Holder ” means (a) each of the Investors and members of management of Parent and its subsidiaries who are
holders of Equity Interests of Parent on the Closing Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the foregoing or any Permitted Holder specified in the last sentence
of this definition are members and any member of such group; provided that, in the case of such group and any member of such group and without giving effect to the existence of such group or any other group, such Investors, members of
management and Person or group specified in the last sentence of this definition, collectively, own, directly or indirectly, more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of Parent having
a majority of the aggregate votes on the Board of Directors of Parent held by such group, (b) any Permitted Parent and (c) any Permitted Plan.

 “ Permitted Parent ” means any Parent Entity that at the time it became a Parent Entity of Parent was a Permitted Holder
pursuant to clause (a) of the definition thereof and was not formed in connection with, or in contemplation of, a transaction that would otherwise constitute a Change of Control.

 “ Permitted Plan ” means any employee benefits plan of Parent or its Affiliates and any Person acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan.
 “ Person ” means any natural person, corporation,
limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

 30

 “ Plan ” means any employee benefit plan, within the meaning of
Section 3(3) of ERISA (including a Pension Plan), maintained by the Company or, solely with respect to any such plan that is subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate or to
which the Company or, solely with respect to any such plan that is subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate is required to contribute on behalf of any of their respective
employees.
 “ Present Fair Saleable Value ” means the amount that could be obtained by an independent willing seller from
an i…

Open on SEC

All SEC filings Company profile Signals