Exhibit 10.10
PROMISSORY
NOTE
|
|
|
|
|
$800,000,000
|
|
April 16, 2007
|
FOR VALUE RECEIVED, VMware, Inc., a
Delaware corporation (the “ Maker ”), hereby
promises to pay to the order of EMC Corporation, a Massachusetts
corporation (the “ Payee ”), its successors and
assigns, on or before the Maturity Date (as hereinafter defined),
the principal sum of Eight Hundred Million Dollars ($800,000,000),
together with interest from the date hereof on the unpaid principal
balance hereof from time to time outstanding, pursuant to the terms
and conditions contained herein.
Interest shall accrue on the
outstanding principal balance of this Promissory Note (the “
Note ”) during each fiscal quarter of the Payee (each,
a “ Fiscal Quarter ”) at a variable rate per
annum equal to the sum of the LIBOR Rate (as hereinafter defined),
plus 0.55%. As used herein, “ LIBOR Rate ” means
the applicable British Bankers’ Association LIBOR rate for
deposits in U.S. dollars as reported by any generally recognized
financial information service for an interest period of 90 days, as
of 11:00 a.m. (London time) two business days prior to the first
day of each Fiscal Quarter; provided , however , that
if no such British Bankers’ Association LIBOR rate is
available, the applicable LIBOR Rate shall instead be the rate
determined by the Maker to be the rate at which Citibank, N.A., or
any other major bank having principal offices located in New York,
New York, offers to place deposits in U.S. dollars with first class
banks in the interbank market at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Fiscal
Quarter. As of the date hereof, the LIBOR Rate is 5.36%.
Interest shall be payable quarterly
in arrears commencing on June 30, 2007 and continuing on the
last business day of each Fiscal Quarter thereafter, except that
the entire unpaid balance of accrued interest, if not sooner paid,
shall be due and payable in full on or before the Maturity Date.
Interest hereunder shall be computed on the basis of a 360-day year
for the act
