Principal Property means the land, improvements, buildings and fixtures owned by us or a
Restricted Subsidiary located in the United States that constitutes our principal corporate office, any manufacturing plant, any manufacturing facility, any research and development facility and any service and support facility (in each case
including associated office facilities) and has a net book value in excess of 1% of our Consolidated Net Tangible Assets as of the determination date. Notwithstanding the foregoing, Principal Property does not include any property that our board of
directors has determined in good faith not to be of material importance to the business conducted by our subsidiaries and us, taken as a whole. As of the issue date, we have no Principal Property.
Rating Agency means (1) each of Fitch, Moodys and S&P; and (2) if any of Fitch, Moodys or S&P ceases to rate the
notes or fails to make a rating of the notes publicly available for reasons outside of our control, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, selected by us
as a replacement agency for Fitch, Moodys or S&P, or all of them, as the case may be.
Reference Treasury Dealer means each of
Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, and one additional dealer in U.S. Government securities selected by us (each a Primary Treasury Dealer) and their respective
successors which we specify from time to time; provided, however, that if any of them ceases to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by
VMware, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to VMware by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such redemption date.
Restricted Subsidiary means (1) any subsidiary of VMware that (a) is a wholly owned
subsidiary, (b) is a domestic subsidiary and (c) owns or is a lessee of any Principal Property and (2) any other subsidiary that the Board of Directors of VMware may designate as a Restricted Subsidiary.
S&P means S&P Global Ratings, and its successors.
Sale and Lease-Back Transaction means any arrangement with any person providing for the leasing by VMware or any Restricted Subsidiary of any
Principal Property which property has been or is to be sold or transferred by VMware or such Restricted Subsidiary to such person.
Secured
Debt means any debt for borrowed money secured by a Lien upon any Principal Property of VMware or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares or
indebtedness are now existing or owed or hereafter created or acquired).
Subsidiary means a corporation of which more than 50% of the
outstanding voting stock of such corporation is at the time owned, directly or indirectly, by VMware or by one or more other Subsidiaries, or by VMware and one or more other Subsidiaries, and the accounts of which are consolidated with those of
VMware in its most recent consolidated financial statements in accordance with generally accepted accounting principles. For the purposes of this definition, voting stock means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.
Treasury Rate
means, as of any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in, or available through, the most recently published statistical release
designated H.15 or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System (or companion online data resource published by the
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