FIFTH AMENDMENT dated as of March 13, 2019 (this Amendment), to the Credit Agreement (as defined below) among Denali Intermediate Inc., as Holdings (Holdings), Dell Inc., as the Company (the Company), Dell International L.L.C. as a Borrower (Dell International), EMC Corporation as a Borrower (EMC and, together with Dell International, the Borrowers), the Lenders party hereto, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent (the Term Loan B Administrative Agent) and JPMorgan Chase Bank, N.A., as Term Loan A/Revolver Administrative Agent (the Term Loan A/Revolver Administrative Agent and, together with the Term Loan B Administrative Agent, the Administrative Agents).
A. Holdings, the Company, the Borrowers, the Lenders party thereto from time to time and the Administrative Agents, are party to that certain Credit Agreement dated as of September 7, 2016 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the Credit Agreement and the Credit Agreement as amended by this Amendment, the Amended Credit Agreement).
B. The Credit Agreement permits the Borrowers to (i) obtain Credit Agreement Refinancing Indebtedness from any Lender or Additional Lender in respect of all or any portion of the Term Loans outstanding under the Credit Agreement in the form of Other Term Loans and Other Term Commitments pursuant to a Refinancing Amendment among the Company, the Borrowers, Holdings, each Administrative Agent and each Lender and/or Additional Lender that agrees to provide all or any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto and (ii) obtain Incremental Facilities from any Lender or Additional Lender pursuant to an Incremental Facility Amendment among the Company, the Borrowers, each Lender and/or Additional Lender agreeing to provide such Incremental Facilities and the applicable Administrative Agent.
C. On the Fifth Amendment Effective Date (as defined below), the Borrowers intend to (i) incur new term loans pursuant to Sections 2.21 and 9.02 of the Credit Agreement in an aggregate principal amount of up to $4,116,250,000.00 plus any Additional Amount (as defined below) (any such resulting term loans, the Refinancing Term A-6 Loans), (ii) use the proceeds of the Refinancing Term A-6 Loans to refinance up to $4,116,250,000.00 of the Term A-2 Loans outstanding immediately prior to the Fifth Amendment Effective Date, together with accrued interest thereon and fees and expenses incurred in connection with the foregoing (the amount of such interest, fees and expenses, the Additional Amount), in accordance with Sections 2.11, 2.18(c) and 2.21 of the Credit Agreement, (iii) immediately following the incurrence of Refinancing Term A-6 Loans described in clause (i), and the use of the proceeds thereof described in clause (ii), incur additional term loans pursuant to Sections 2.20 and 9.02 of the Credit Agreement in an aggregate principal amount of up to $794,681,705.24 (any such resulting term loans, the Additional Term A-6 Loans), which shall, together with the Refinancing Term A-6 Loans, form a single Class of Term Loans under the Credit Agreement (collectively, the Term A-6 Loans) and (iv) use the proceeds of the Additional Term A-6 Loans on and after the Fifth Amendment Effective Date for general corporate purposes, including the repayment of indebtedness. Each Lender holding Term A-2 Loans immediately prior to the Fifth Amendment Effective Date is referred to herein as an Existing Term A-2 Lender.