Attached files
file | filename |
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8-K - FORM 8-K - DELL INC | d81054e8vk.htm |
EX-5.1 - EX-5.1 - DELL INC | d81054exv5w1.htm |
EX-1.1 - EX-1.1 - DELL INC | d81054exv1w1.htm |
EX-4.4 - EX-4.4 - DELL INC | d81054exv4w4.htm |
EX-4.5 - EX-4.5 - DELL INC | d81054exv4w5.htm |
EX-4.1 - EX-4.1 - DELL INC | d81054exv4w1.htm |
EX-4.3 - EX-4.3 - DELL INC | d81054exv4w3.htm |
Exhibit 4.2
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 SUCCESSORS 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.
Floating Rate Note due 2014
No. | $ |
CUSIP NO: 24702RAR2
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 April 1, 2014 and to pay interest thereon from March 31, 2011 or
from the most recent Interest Payment Date to which interest has been paid or duly provided for,
quarterly on January 1, April 1, July 1 and October 1 in each year, commencing July 1, 2011 at a
floating rate of interest as described on the reverse of this Security, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the 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 Business Day
immediately 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 the 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, 10286, 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:
DELL INC. | DELL INC. | |||||||||
By:
|
By: | |||||||||
Name:
|
Brian T. Gladden | Name: | Gary E. Bischoping, Jr. | |||||||
Title:
|
Senior Vice President and | Title: | Vice President and Treasurer | |||||||
Chief Financial Officer | ||||||||||
Attest: |
||||||||||
Name:
|
Janet B. Wright | |||||||||
Title:
|
Assistant Secretary and | |||||||||
Vice President-Corporate, | ||||||||||
Securities & Finance Counsel |
This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
Dated: | ||||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
||||
By: |
||||
Authorized Signatory |
(REVERSE OF NOTE)
This Security is one of a duly authorized issue of securities of the Company (herein called
the Securities), issued and to be issued in one or more series under an Indenture, dated as of
April 6, 2009 (herein called the Base Indenture), between the Company and The Bank of New York
Mellon Trust Company, N.A., as Trustee (herein called the Trustee, which term includes any
successor trustee under the Indenture), as supplemented by the Fourth Supplemental Indenture dated
March 31, 2011 between the Company and the Trustee (the Supplemental Indenture and, together with
the Base Indenture, the Indenture), to which Indenture and all other indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in initial aggregate amount to
$300,000,000.
This Security shall bear interest for each interest period at a rate determined by the
calculation agent, which shall be The Bank of New York Mellon Trust Company, N.A. until such time,
if any, as the Company appoints a successor calculation agent (herein called the Calculation
Agent, which term includes any successor Calculation Agent under the Indenture). The interest
rate on the Securities for a particular Interest Period (as defined below) shall be a per annum
rate equal to three-month USD LIBOR (as defined below) as determined on the Interest Determination
Date plus 0.60% (the Interest Rate). The Interest Determination Date for an Interest Period
shall be the second London Business Day preceding the first day of such Interest Period. Promptly
upon determination, the Calculation Agent shall inform the Trustee and the Company of the Interest
Rate for the next Interest Period. Absent manifest error, the determination of the Interest Rate
by the Calculation Agent shall be binding and conclusive on the holders of this Security, the
Trustee and the Company. A London Business Day is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
Interest on the Securities shall be paid to but excluding the relevant Interest Payment Date.
Interest payments on the Securities shall be made quarterly in arrears on the Interest Payment
Date, beginning on July 1, 2011 to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Business Day immediately
preceding the Interest Payment Date. Interest on this Security shall accrue from and including
March 31, 2011, to but excluding, the first Interest Payment Date and then from and including the
immediately preceding Interest Payment Date to which interest has been paid or duly provided for
to, but excluding, the next Interest Payment Date or date of Maturity, as the case may be (each of
these periods is referred to as an Interest Period). The amount of accrued interest that the
Company shall pay for any Interest Period shall be calculated by the Calculation Agent by
multiplying the face amount of the Securities then outstanding by an Accrued Interest Factor.
The Accrued Interest Factor shall be computed by adding the Interest Factor calculated for each day
from March 31, 2011, or from the latest date interest was paid to the date for which accrued
interest is being calculated. The Interest Factor for each day shall be computed by dividing the
Interest Rate applicable to that date by 360. If an Interest Payment Date for the Securities falls
on a day that is not a Business Day, the Interest Payment Date shall be postponed to the next
succeeding Business Day unless such next succeeding Business Day would be in the following month,
in which case the Interest Payment Date shall be the immediately preceding Business Day.
On any Interest Determination Date, LIBOR shall be equal to the offered rate for deposits in
U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as such
rate appears on Reuters Page LIBOR01 at approximately 11:00 a.m., London time, on such Interest
Determination Date. If on an Interest Determination Date, such rate does not appear on
Reuters Page LIBOR01 at approximately 11:00 a.m., London time, or if Reuters Page LIBOR01 is
not available on such date, the Calculation Agent shall obtain such rate from Bloomberg L.P.s page
BBAM. If no offered rate appears on Reuters Page LIBOR01 or Bloomberg L.P.s page BBAM on an
Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent
(after consultation with the Company) shall select four major banks in the London interbank market
and shall request each of their principal London offices to provide a quotation of the rate at
which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to
prime banks in the London interbank market, on that date and at that time, that is representative
of single transactions at that time. If at least two quotations are provided, LIBOR shall be the
arithmetic average of the quotations provided. Otherwise, the Calculation Agent shall select three
major banks in New York City and shall request each of them to provide a quotation of the rate
offered by them at approximately 11:00 a.m., New York City time, on the Interest Determination Date
for loans in U.S. dollars to leading European banks having an index maturity of three months for
the applicable interest period in an amount of at least $1,000,000 that is representative of single
transactions at that time. If three quotations are provided, LIBOR shall be the arithmetic average
of the quotations provided. Otherwise, the rate of LIBOR for the next Interest Period shall be set
equal to the rate of LIBOR for the then current Interest Period.
Upon request from any holder of Securities, the Calculation Agent shall provide the Interest
Rate in effect for the Securities for the current Interest Period and, if it has been determined,
the Interest Rate to be in effect for the next Interest Period.
All percentages resulting from any calculation of the Interest Rate on the Securities shall be
rounded to the nearest one hundred-thousandth of a percentage point with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation on the Securities
shall be rounded to the nearest cent (with one-half cent being rounded upward). Each calculation
of the Interest Rate on the Securities by the Calculation Agent shall (in absence of manifest
error) be final and binding on the Holders and the Company.
The Interest Rate on the Securities shall in no event be higher than the maximum permitted
rate by New York law as the same may be modified by United States law of general application.
The Company shall not be entitled to redeem the Securities prior to Maturity.
If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
Each of the defeasance and covenant defeasance provisions of ARTICLE THIRTEEN of the Indenture
shall apply to this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in a form satisfactory to the Company and the
Security Registrar, duly executed by the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Security shall for all purposes be governed by and construed in accordance with the laws
of the State of New York.
The terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.