EIGHTH REFINANCING AMENDMENT dated as of February 18, 2021 (this Amendment), to the Credit Agreement (as defined below) among Denali Intermediate Inc., as Holdings (Holdings), Dell Inc., as the Company (the Company), Dell International L.L.C. as a Borrower (Dell International), EMC Corporation as a Borrower (EMC and, together with Dell International, the Borrowers), the Lenders party hereto, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent (the Term Loan B Administrative Agent) and JPMorgan Chase Bank, N.A., as Term Loan A/Revolver Administrative Agent (the Term Loan A/Revolver Administrative Agent and, together with the Term Loan B Administrative Agent, the Administrative Agents).
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 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.
C. On the Eighth Amendment Effective Date (as defined below), the Borrowers intend to (i) incur additional Term B Loans pursuant to Sections 2.21 and 9.02 of the Credit Agreement in an aggregate principal amount of $3,143,125,000.00 (the Refinancing Term B-2 Loans) and (ii) use the proceeds of the Refinancing Term B-2 Loans, together with other funds available to the Borrowers, to repay all Term B Loans outstanding immediately prior to the Eighth Amendment Effective Date (the Original Term B Loans) and accrued interest thereon and to pay fees and expenses incurred in connection with the foregoing, in accordance with Sections 2.11, 2.18(c) and 2.21 of the Credit Agreement (collectively, the Refinancing Transactions).
D. Subject to the terms and conditions set forth herein, the Person party hereto who has delivered a signature page as a Refinancing Term B-2 Lender (the Refinancing Term B-2 Lender) has agreed to provide a commitment (the Refinancing Term B Commitment) in an amount equal to $3,143,125,000.00. Any Lender holding Original Term B Loans immediately prior to the effectiveness of this Amendment is referred to herein as an Existing Term B Lender.
E. Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Deutsche Bank Securities Inc., RBC Capital Markets, and Morgan Stanley Senior Funding, Inc. are the joint lead arrangers and joint bookrunners for this Amendment and the Refinancing Term B-2 Loans (the Eighth Refinancing Amendment Arrangers).