REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is dated as of March 20, 2019, among DELL INTERNATIONAL L.L.C., a Delaware limited liability company (Dell International), EMC CORPORATION, a Massachusetts corporation (EMC and, together with Dell International, the Issuers), the Guarantors (as defined below) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the representatives (the Representatives) of the several initial purchasers (the Initial Purchasers) named on Schedule I to the Purchase Agreement (as defined below).
This Agreement is entered into in connection with the Purchase Agreement, dated March 6, 2019 (the Purchase Agreement), by and among the Issuers, the guarantors party thereto (the Guarantors) and the Representatives on behalf of the several Initial Purchasers, which provides for, among other things, the sale by the Issuers to the Initial Purchasers of (i) $1,000,000,000 aggregate principal amount of their 4.000% First Lien Notes due 2024 (the 2024 Notes), (ii) $1,750,000,000 aggregate principal amount of their 4.900% First Lien Notes due 2026 (the 2026 Notes) and (iii) $1,750,000,000 aggregate principal amount of their 5.300% First Lien Notes due 2029 (the 2029 Notes and, together with the 2024 Notes and the 2026 Notes, the Notes and each a series of Notes). Pursuant to the Purchase Agreement and the Indenture (as defined below), the Guarantors have agreed to guarantee (collectively, the Guarantees) the Issuers obligations under the Notes and the Indenture. References to the Securities shall mean one or more Notes of the applicable series of Notes and the Guarantees thereof. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers and the Guarantors have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery by the Issuers and the Guarantors of this Agreement is a condition to the Initial Purchasers obligations under the Purchase Agreement.
The parties hereby agree as follows:
As used in this Agreement, the following terms shall have the following meanings:
Additional Interest: See Section 5(a) hereof.
Advice: See the last paragraph of Section 6 hereof.
Agreement: See the introductory paragraphs hereto.
Applicable Period: See Section 2(b) hereof.
Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.
Effectiveness Date: With respect to any Shelf Registration Statement, the 90th day after the Filing Date with respect thereto; provided, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.
Effectiveness Period: See Section 3(a) hereof.