JOINDERAGREEMENT TO REGISTRATION RIGHTS AGREEMENT September 7, 2016
Exhibit 4.5
Execution Version
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
September 7, 2016
Reference is hereby made to the Registration Rights Agreement, dated as of June 1, 2016 (the Registration Rights Agreement), by and among DIAMOND 1 FINANCE CORPORATION, a Delaware corporation (Finco 1), DIAMOND 2 FINANCE CORPORATION, a Delaware corporation (together with Finco 1, the Fincos), and the Representatives on behalf of the several Initial Purchasers concerning registration rights relating to the Fincos (i) $3,750,000,000 aggregate principal amount of their 3.480% First Lien Notes due 2019 (the 2019 Notes), (ii) $4,500,000,000 aggregate principal amount of their 4.420% First Lien Notes due 2021 (the 2021 Notes), (iii) $3,750,000,000 aggregate principal amount of their 5.450% First Lien Notes due 2023 (the 2023 Notes), (iv) $4,500,000,000 aggregate principal amount of their 6.020% First Lien Notes due 2026 (the 2026 Notes), (v) $1,500,000,000 aggregate principal amount of their 8.100% First Lien Notes due 2036 (the 2036 Notes) and (vi) $2,000,000,000 aggregate principal amount of their 8.350% First Lien Notes due 2046 (the 2046 Notes and, together with the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026 Notes and the 2036 Notes, the Notes). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
1. Joinder of the Issuers. Each of Dell International L.L.C., a Delaware corporation (Dell International), and EMC Corporation, a Massachusetts corporation (EMC), hereby acknowledges that it has received a copy of the Registration Rights Agreement and absolutely, unconditionally and irrevocably acknowledges and agrees with the Initial Purchasers that by its execution and delivery hereof it shall (i) join and become a party to the Registration Rights Agreement and be deemed to be an Issuer under the Registration Rights Agreement; (ii) be bound by all covenants, agreements and acknowledgements applicable to such party as set forth in and in accordance with the terms of the Registration Rights Agreement; and (iii) perform all obligations and duties as required of it as an Issuer in accordance with the Registration Rights Agreement.
2. Joinder of the Guarantors. Each of the undersigned (other than Dell International and EMC) hereby acknowledges that it has received a copy of the Registration Rights Agreement and absolutely, unconditionally and irrevocably acknowledges and agrees with the Initial Purchasers that by its execution and delivery hereof it shall (i) join and become a party to the Registration Rights Agreement and be deemed to be a Guarantor under the Registration Rights Agreement; (ii) be bound by all covenants, agreements and acknowledgements applicable to such party as set forth in and in accordance with the terms of the Registration Rights Agreement; and (iii) perform all obligations and duties as required of it as a Guarantor in accordance with the Registration Rights Agreement.
3. Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT.
4. Counterparts. This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
5. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
6. Headings. The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.
DELL INTERNATIONAL L.L.C. | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Vice President and Assistant Secretary | |
EMC CORPORATION | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Senior Vice President and Assistant Secretary | |
DELL TECHNOLOGIES INC. | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Vice President and Assistant Secretary | |
DENALI INTERMEDIATE INC. | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Vice President and Assistant Secretary | |
DELL INC. | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Vice President and Assistant Secretary |
[Signature page to Joinder to Registration Rights Agreement]
AELITA SOFTWARE CORPORATION | ||
ASAP SOFTWARE EXPRESS, INC. | ||
AVENTAIL LLC | ||
BAKBONE SOFTWARE INC. | ||
CREDANT TECHNOLOGIES INTERNATIONAL, INC. | ||
CREDANT TECHNOLOGIES, INC. | ||
DELL AMERICA LATINA CORP. | ||
DELL COLOMBIA INC. | ||
DELL COMPUTER HOLDINGS L.P. | ||
DELL DFS CORPORATION | ||
DELL FEDERAL SYSTEMS CORPORATION | ||
DELL FEDERAL SYSTEMS GP L.L.C. | ||
DELL FEDERAL SYSTEMS L.P. | ||
DELL FEDERAL SYSTEMS LP L.L.C. | ||
DELL GLOBAL HOLDINGS L.L.C. | ||
DELL MARKETING CORPORATION | ||
DELL MARKETING GP L.L.C. | ||
DELL MARKETING L.P. | ||
DELL MARKETING LP L.L.C. | ||
DELL PRODUCTS CORPORATION | ||
DELL PRODUCTS GP L.L.C. | ||
DELL PRODUCTS L.P. | ||
DELL PRODUCTS LP L.L.C. | ||
DELL RECEIVABLES CORPORATION | ||
DELL RECEIVABLES GP L.L.C. | ||
DELL RECEIVABLES L.P. | ||
DELL RECEIVABLES LP L.L.C. | ||
DELL REVOLVER FUNDING L.L.C. | ||
DELL SOFTWARE INC. | ||
DELL SYSTEMS CORPORATION | ||
DELL USA CORPORATION | ||
DELL USA GP L.L.C. | ||
DELL USA L.P. | ||
DELL USA LP L.L.C. | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Vice President and Assistant Secretary |
[Signature page to Joinder to Registration Rights Agreement]
DELL WORLD TRADE CORPORATION | ||
DELL WORLD TRADE GP L.L.C. | ||
DELL WORLD TRADE L.P. | ||
DELL WORLD TRADE LP L.L.C. | ||
DENALI FINANCE CORP. | ||
ENSTRATIUS, INC. | ||
FORCE10 NETWORKS GLOBAL, INC. | ||
FORCE10 NETWORKS INTERNATIONAL, INC. | ||
FORCE10 NETWORKS, INC. | ||
LICENSE TECHNOLOGIES GROUP, INC. | ||
PRSM CORPORATION | ||
PSC GP CORPORATION | ||
PSC HEALTHCARE SOFTWARE, INC. | ||
PSC LP CORPORATION | ||
PSC MANAGEMENT LIMITED PARTNERSHIP | ||
QUEST HOLDING COMPANY, LLC | ||
QUEST SOFTWARE PUBLIC SECTOR, INC. | ||
SCRIPTLOGIC CORPORATION | ||
STATSOFT, INC. | ||
STATSOFT HOLDINGS, INC. | ||
WYSE TECHNOLOGY L.L.C. | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Vice President and Assistant Secretary |
[Signature page to Joinder to Registration Rights Agreement]
CONFIGURESOFT INTERNATIONAL HOLDINGS, INC. | ||
DATA GENERAL INTERNATIONAL, INC. | ||
EMC INVESTMENT CORPORATION | ||
EMC PUERTO RICO, INC. | ||
EVOLUTIONARY CORPORATION | ||
IOMEGA LATIN AMERICA, INC. | ||
MOZY, INC. | ||
WOODLAND STREET PARTNERS, INC. | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Senior Vice President and Assistant Secretary |
[Signature page to Joinder to Registration Rights Agreement]
DCC EXECUTIVE SECURITY INC. | ||
DELL PRODUCT AND PROCESS INNOVATION SERVICES CORP. | ||
DELL PROTECTIVE SERVICES INC. | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Vice President and Secretary |
[Signature page to Joinder to Registration Rights Agreement]
DELL REVOLVER COMPANY L.P. | ||||
By: | DELL REVOLVER GP L.L.C., its General Partner | |||
By: | /s/ Janet B. Wright | |||
Name: | Janet B. Wright | |||
Title: | Vice President and Assistant Secretary |
[Signature page to Joinder to Registration Rights Agreement]
DELL REVOLVER GP L.L.C. | ||
By: | /s/ Janet B. Wright | |
Name: | Janet B. Wright | |
Title: | Vice President and Assistant Secretary |
[Signature page to Joinder to Registration Rights Agreement]
900 WEST PARK DRIVE LLC | ||||
EMC CLOUD SERVICES LLC | ||||
EMC SOUTH STREET INVESTMENTS LLC | ||||
FLANDERS ROAD HOLDINGS LLC | ||||
IOMEGA LLC | ||||
IWAVE SOFTWARE, LLC | ||||
MAGINATICS LLC | ||||
NBT INVESTMENT PARTNERS LLC | ||||
NEWFOUND INVESTMENT PARTNERS LLC | ||||
SCALEIO LLC | ||||
By: | EMC CORPORATION, its Member | |||
By: | /s/ Janet B. Wright | |||
Name: | Janet B. Wright | |||
Title: | Senior Vice President and Assistant Secretary |
[Signature page to Joinder to Registration Rights Agreement]
SPANNING CLOUD APPS LLC | ||||
By: | MOZY, INC., its Member | |||
By: | /s/ Janet B. Wright | |||
Name: | Janet B. Wright | |||
Title: | Senior Vice President and Assistant Secretary |
[Signature page to Joinder to Registration Rights Agreement]
EMC IP HOLDING COMPANY LLC | ||||
By: | DENALI INTERMEDIATE INC., its Member | |||
By: | /s/ Janet B. Wright | |||
Name: | Janet B. Wright | |||
Title: | Vice President and Assistant Secretary |
[Signature page to Joinder to Registration Rights Agreement]
DELL FINANCIAL SERVICES L.L.C. | ||
By: | /s/ Tyler Johnson | |
Name: | Tyler Johnson | |
Title: | Vice President and Treasurer |
[Signature page to Joinder to Registration Rights Agreement]
DELL SERVICES FEDERAL GOVERNMENT, INC. | ||
DELL SYSTEMS COMMUNICATIONS SERVICES, INC. | ||
By: | /s/ George C. Newstrom | |
Name: | George C. Newstrom | |
Title: | President |
[Signature page to Joinder to Registration Rights Agreement]
TRANSACTION APPLICATIONS GROUP, INC. | ||
By: | /s/ Rohit Puri | |
Name: | Rohit Puri | |
Title: | President |
[Signature page to Joinder to Registration Rights Agreement]
The foregoing Joinder Agreement is hereby confirmed and accepted as of the date first above written. | ||||
J.P. MORGAN SECURITIES LLC | ||||
CREDIT SUISSE SECURITIES (USA) LLC | ||||
MERRILL LYNCH, PIERCE, FENNER & SMITH | ||||
INCORPORATED | ||||
BARCLAYS CAPITAL INC. | ||||
CITIGROUP GLOBAL MARKETS INC. | ||||
GOLDMAN, SACHS & CO. | ||||
DEUTSCHE BANK SECURITIES INC. | ||||
RBC CAPITAL MARKETS, LLC |
By | J.P. MORGAN SECURITIES LLC, | |||
as Authorized Representative | ||||
By: | /s/ Som Bhattacharyya | |||
Name: | Som Bhattacharyya | |||
Title: | Vice President | |||
By | CREDIT SUISSE SECURITIES (USA) LLC, | |||
as Authorized Representative | ||||
By: | /s/ Bob McMinn | |||
Name: | Bob McMinn | |||
Title: | Managing Director |
By | MERRILL LYNCH, PIERCE, FENNER & SMITH | |||
INCORPORATED, | ||||
as Authorized Representative |
By: | /s/ Keith Harman | |||
Name: | Keith Harman | |||
Title: | Managing Director | |||
By | BARCLAYS CAPITAL INC., | |||
as Authorized Representative | ||||
By: | /s/ E. Pete Contrucci III | |||
Name: | E. Pete Contrucci III | |||
Title: | Managing Director |
[Signature page to Joinder to Registration Rights Agreement]
By | CITIGROUP GLOBAL MARKETS INC., | |||
as Authorized Representative | ||||
By: | /s/ Brian D. Bednarski | |||
Name: | Brian D. Bednarski | |||
Title: | Managing Director | |||
By | GOLDMAN, SACHS & CO., | |||
as Authorized Representative | ||||
By: | /s/ Ariel Fox | |||
Name: | Ariel Fox | |||
Title: | Vice President | |||
By | DEUTSCHE BANK SECURITIES INC., | |||
as Authorized Representative | ||||
By: | /s/ John C. McCabe | |||
Name: | John C. McCabe | |||
Title: | Managing Director | |||
By: | /s/ John Han | |||
Name: | John Han | |||
Title: | Director | |||
By | RBC CAPITAL MARKETS, LLC, | |||
as Authorized Representative | ||||
By: | /s/ Scott G. Primrose | |||
Name: | Scott G. Primrose | |||
Title: | Authorized Signatory |
[Signature page to Joinder to Registration Rights Agreement]