Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, Denali Intermediate Inc. ("Denali Intermediate"), Dell Inc. ("Dell"), Dell International L.L.C. ("Dell International") and EMC Corporation ("EMC," and together with Denali Intermediate, Dell and Dell International, the "Credit Parties"), each a direct or indirect wholly-owned subsidiary of Dell Technologies Inc. ("Dell Technologies"), are party to a credit agreement (as amended, supplemented and otherwise modified from time to time, the "Senior Secured Credit Agreement") dated as of September 7, 2016 with Credit Suisse AG, Cayman Islands Branch, as term loan B administrative agent and as collateral agent, JPMorgan Chase Bank, N.A., as term loan A / revolver administrative agent and swingline lender, and certain other financial institutions as agents, issuing banks and/or lenders, pursuant to which Dell International and EMC are the borrowers.

On February 18, 2021, the Credit Parties entered into an eighth refinancing amendment to the Senior Secured Credit Agreement (the "Eighth Refinancing Amendment") to refinance the existing term B loans (the "Original Term B Loans") with a new term loan B facility consisting of an aggregate principal amount of $3,143.125 million refinancing term B-2 loans (the "Refinancing Term B-2 Loans") maturing on September 19, 2025 (the "Term B Maturity Date").

Amortization payments on the Refinancing Term B-2 Loans are equal to 0.25% of the aggregate principal amount of Refinancing Term B-2 Loans outstanding on the effective date of the Eighth Refinancing Amendment, payable at the end of each fiscal quarter, commencing with the fiscal quarter ending April 30, 2021. The Refinancing Term B-2 Loans will bear interest at LIBOR plus an applicable margin of 1.75% or a base rate plus an applicable margin of 0.75%.

Any prepayment of the Refinancing Term B-2 Loans in connection with a repricing transaction occurring on a date that is prior to the date that is six months after the effective date of the Eighth Refinancing Amendment will be subject to a prepayment premium equal to 1.00% of the principal amount of any such term loans being prepaid.

Except as described in the foregoing, the Refinancing Term B-2 Loans have substantially the same terms as the Original Term B Loans under the sixth refinancing amendment to the Senior Secured Credit Agreement, which is described in Item 1.01 of the Current Report on Form 8-K filed by Dell Technologies on September 23, 2019 and was filed as Exhibit 10.1 thereto. The Senior Secured Credit Agreement contains customary events of default (including an event of default upon a change of control).

Proceeds from the Refinancing Term B-2 Loans, together with other funds available to the borrowers, will be used to repay in full the Original Term B Loans and all accrued and unpaid fees in respect thereof. Certain of the lenders, agents, issuing banks and/or their affiliates have provided Dell Technologies and its affiliates with financial advisory, commercial banking and investment banking services.

The foregoing description of the Eighth Refinancing Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Eighth Refinancing Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The Senior Secured Credit Agreement is described in Item 1.01 of the Current Report on Form 8-K filed by Dell Technologies on September 9, 2016 and was filed as Exhibit 10.1 thereto. The first refinancing and incremental facility amendment to the Senior Secured Credit Agreement is described in Item 1.01 of the Current Report on Form 8-K filed by Dell Technologies on March 8, 2017 and was filed as Exhibit 10.1 thereto. The second refinancing amendment and the third refinancing amendment to the Senior Secured Credit Agreement are described in Item 1.01 of the Current Report on Form 8-K filed by Dell Technologies on October 24, 2017 and were filed as Exhibit 10.1 and Exhibit 10.2 thereto, respectively. The fourth amendment to the Senior Secured Credit Agreement is described in Item 1.01 of the Current Report on Form 8-K filed by Dell Technologies on December 21, 2018 and was filed as Exhibit 10.1 thereto. The fifth amendment to the Senior Secured Credit Agreement is described in Item 1.01 of the Current Report on Form 8-K filed by Dell Technologies on March 14, 2019 and was filed as Exhibit 10.1 thereto. The sixth refinancing amendment to the Senior Secured Credit Agreement is described in Item 1.01 of the Current Report on Form 8-K filed by Dell Technologies on September 23, 2019 and was filed as Exhibit 10.1 thereto.





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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit
  No.                                Exhibit Description

10.1          Eighth Refinancing Amendment, dated as of February 18, 2021, among
            Denali Intermediate Inc., Dell Inc., Dell International L.L.C., EMC
            Corporation, Credit Suisse AG, Cayman Islands Branch, as Term Loan B
            Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A.,
            as Term Loan A/Revolver Administrative Agent, and the lenders party
            thereto.

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.




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