Exhibit 4.1
SECOND SUPPLEMENTAL
INDENTURE
This SECOND SUPPLEMENTAL INDENTURE,
dated June 15, 2009 (this “ Supplemental
Indenture ”), is made and entered into between Dell Inc.,
a Delaware corporation (the “ Company ”), and
The Bank of New York Mellon Trust Company, N.A., a national banking
association organized under the laws of the United States of
America (the “ Trustee ”). Capitalized terms
used herein and not otherwise defined have the meanings set forth
in the Indenture referred to below.
RECITALS
A. ARTICLE NINE of the Indenture,
dated as of April 6, 2009, between the Company and the Trustee
(the “ Indenture ”) provides that, without the
consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee may enter into a supplemental indenture
to the Indenture to establish the form or terms of Securities of
any series.
B. The Company desires to issue
$400,000,000 aggregate principal amount of 3.375% Notes due 2012
(the “ 2012 Notes ”) and $600,000,000 aggregate
principal amount of 5.875% Notes due 2019 (the “ 2019
Notes ” and, together with the 2012 Notes, the “
Notes ”), and in connection therewith, the Company has
duly determined to make, execute and deliver to the Trustee this
Supplemental Indenture to set forth the terms and provisions of the
Notes as required by the Indenture.
NOW, THEREFORE, in consideration of
the mutual agreements and covenants set forth herein, the parties
hereto agree, subject to the terms and conditions hereinafter set
forth, as follows for the benefit of the Trustee and the Holders of
the Notes:
Section 1. Notes .
Pursuant to Section 301 of the Indenture, the terms and
provisions of the Notes are as follows:
(a) The title of the 2012 Notes
shall be “3.375% Notes due 2012,” and the title of the
2019 Notes shall be “5.875% Notes due 2019.”
(b) The 2012 Notes shall be
initially limited to $400,000,000 aggregate principal amount. The
Company may, without the consent of the Holders of the 2012 Notes,
increase such aggregate principal amounts in the future, on the
same terms and conditions, except for any differences in the issue
price and interest accrued prior to the issue date of the
additional 2012 Notes, and with the same CUSIP numbers as the 2012
Notes. The Company shall not issue any such additional 2012 Notes
unless the additional 2012 Notes are fungible with the 2012 Notes
for United States federal income tax purposes. The 2019 Notes shall
be initially limited to $600,000,000 aggregate principal amount.
The Company may, without the consent of the Holders of the 2019
Notes, increase such aggregate principal amounts in the future, on
the same terms and conditions, except for any differences in the
issue price and interest accrued prior to the issue date of the
additional 2019 Notes, and with the same CUSIP numbers as the 2019
Notes. The Company shall not issue any such additional 2019 Notes
unless the additional 2019 Notes are fungible with the 2019 Notes
for United States federal income tax purposes.
(c) The price at which the 2012
Notes shall be issued to the public is 99.932%, and the price at
which the 2019 Notes shall be issued to the public is
99.933%.
(d) The Stated Maturity for the 2012
Notes shall be on June 15, 2012, and the Stated Maturity for
the 2019 Notes shall be on June 15, 2019. The 2012 Notes shall
not require any principal or premium payments prior to maturity on
June 15, 2012, and the 2019 Notes shall not require any
principal or premium payments prior to maturity on June 15,
2019.
(e) The rate at which the 2012 Notes
shall bear interest shall be 3.375% per annum, and the rate at
which the 2019 Notes shall bear interest shall be 5.875% per
annum. Interest on the Notes shall accrue from the most recent date
to which interest has been paid, or, if no interest has been paid,
from June 15, 2009. Each June 15 or December 15 in
each year, commencing December 15, 2009, shall be an Interest
Payment Date for the Notes. The June 1 or December 1
(whether or not a Business Day), as the case may be, next preceding
an Interest Payment Date shall be the Regular Record Date for the
interest payable on such Interest Payment Date. The Company shall
pay interest on overdue principal and premium at the rate borne by
the Notes plus 1.000% per annum, and the Company shall pay
interest on overdue installments of interest at the same rate to
the extent lawful.
(f) Payments of principal of and
interest on the Notes represented by one or more Global Security
initially registered in the name of The Depository Trust Company
(the “ Depositary ”) or its nominee with respect
to the Notes shall be made by the Company through the Trustee in
immediately available funds to the Depositary or its nominee, as
the case may be.
(g) The Notes shall be redeemable at
any time in whole, or from time to time in part, at the
Company’s option in accordance with the terms and provisions
set forth in Section 2 hereof and (to the extent they
do not conflict with Section 2 hereof) the terms and
provisions of ARTICLE ELEVEN of the Indenture.
(h) There shall be no mandatory
sinking fund for the payments of the Notes.
(i) ARTICLE EIGHT of the Indenture
shall apply to the Notes.
(j) The Notes shall be represented
by one or more Global Securities deposited with the Depositary and
registered in the name of the nominee of the Depositary.
(k) The Bank of New York Mellon
Trust Company,
