Exhibit 4.3
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF.
(FACE OF NOTE)
DELL INC.
5.875% Note due 2019
CUSIP NO: 24702R AJ0
DELL INC., a corporation duly
organized and existing under the laws of the State of Delaware
(herein called the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $ on June 15, 2019
and to pay interest thereon from June 15, 2009 or from the
most recent Interest Payment Date to which interest has been paid
or duly provided for, semiannually on June 15 and
December 15 in each year, commencing December 15, 2009 at
the rate of 5.875% per annum, until the principal hereof is
paid or made available for payment, and (to the extent that the
payment of such interest shall be legally enforceable) at the rate
of 1.000% per annum on any overdue principal and premium and
on any overdue installment of interest. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, which shall be the June 1 or December 1
(whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is
registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
Payment of principal of (and
premium, if any) and any such interest on this Security will be
made at the office or agency of the Trustee maintained for that
purpose in 101 Barclay Street 7 East, New York, NY, 10014, in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. In
the event the Global Security representing the Securities becomes
exchangeable for definitive Securities pursuant to the terms of the
Indenture, at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.
So long as all of the Securities of
this series are represented by Global Securities, the principal of,
premium, if any, and interest, if any, on this Global Security
shall be paid in same day funds to the Depositary, or to such name
or entity as is requested by an authorized representative of the
Depositary. If at any time the Securities of this series are no
longer represented by the Global Securities and are issued in
definitive form (“Certificated Securities”), then the
principal of, premium, if any, and interest, if any, on each
Certificated Security at Maturity shall be paid in same day funds
to the Holder upon surrender of such Certificated Security at the
Corporate Trust Office of the Trustee, or at such other place or
places as may be designated in or pursuant to the Indenture,
provided that such Certificated Security is surrendered to the
Trustee, acting as Paying Agent, in time for the Paying Agent to
make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to Certificated
Securities other than at Maturity may, at the option of the
Company, be made by check mailed to the address of the Person
entitled thereto as it appears on the Security Register on the
relevant Regular or Special Record Date or by wire transfer in same
day funds to such account as may have been appropriately designated
to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.
Reference is hereby made to the
further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereof has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
Dated: ,
