2029 NOTES SUPPLEMENTAL INDENTURE NO. 1
This 2029 NOTES SUPPLEMENTAL INDENTURE NO. 1, dated as of March 20, 2019 (this 2029 Notes Supplemental Indenture), is made and entered into among Dell International L.L.C., a Delaware limited liability corporation (Dell International), EMC Corporation, a Massachusetts corporation (EMC and, together with Dell International, the Issuers), the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the Trustee) and as collateral agent (in such capacity, the Notes Collateral Agent). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Base Indenture referred to below.
A. Section 9.01(20) of the Base Indenture, dated as of March 20, 2019, among the Issuers, the guarantors named therein (the Guarantors), the Trustee and the Notes Collateral Agent (the Base Indenture and, together with this 2029 Notes Supplemental Indenture, the Indenture) provides that, without the consent of Holders of any series of Notes, the Issuers, the Guarantors, the Trustee and the Notes Collateral Agent may enter into a supplemental indenture to the Base Indenture to establish the form or terms of Initial Notes of any series pursuant to Section 2.01 of the Base Indenture.
B. The Issuers desire to issue $1,750,000,000 aggregate principal amount of 5.300% First Lien Notes due 2029 (the 2029 Notes), and in connection therewith, the Issuers have duly determined to make, execute and deliver to the Trustee this 2029 Notes Supplemental Indenture to set forth the terms and provisions of the 2029 Notes as required by the Base Indenture. This 2029 Notes Supplemental Indenture shall supplement the Base Indenture insofar as it will apply only to the 2029 Notes issued hereunder (and not to any other series of Notes).
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 2029 Notes:
Section 1. 2029 Notes. Pursuant to Section 2.01 of the Base Indenture, the terms and provisions of the 2029 Notes are as follows:
(a) The title of the 2029 Notes shall be 5.300% First Lien Notes due 2029.
(b) The 2029 Notes shall be initially limited to $1,750,000,000 aggregate principal amount. Subject to compliance with Section 4.12 of the Base Indenture, the Issuers may, without the consent of the Holders of the 2029 Notes, increase such aggregate principal amount in the future, on the same terms and conditions, except for any differences in the issue date, issue price and, if applicable, the first Interest Payment Date and the first date from which interest will accrue. The 2029 Notes issued originally hereunder and any additional Notes of such series subsequently issued, shall be treated as a single class for purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase; provided that if any such additional Notes are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such additional Notes of such series will have a separate CUSIP number and ISIN number from the Initial Notes of such series.
(c) The price at which the 2029 Notes shall be issued to the public is 99.313%.