EX-4.1



 Exhibit 4.1 

Execution Version 
 FIRST
SUPPLEMENTAL INDENTURE 
 This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 6,
2016, by and among Diamond 1 Finance Corporation, a Delaware corporation (“Finco 1”), Diamond 2 Finance Corporation, a Delaware corporation (“Finco 2” and, together with Finco 1, the “Fincos”), and
The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and collateral agent (the “Notes Collateral Agent”). 

W I T N E S S E T H 
 WHEREAS,
the Fincos, the Trustee and the Notes Collateral Agent have heretofore executed and delivered an indenture, dated as of June 1, 2016 (the “Base Indenture”), as supplemented by the supplemental indenture for each series of
Initial Notes (as defined below) (together with the Base Indenture, the “Initial Indenture” and, together with this Supplemental Indenture, and as further amended and supplemented, the “Indenture”), providing for
the issuance of $3,750,000,000 aggregate principal amount of 3.480% First Lien Notes due 2019, $4,500,000,000 aggregate principal amount of 4.420% First Lien Notes due 2021, $3,750,000,000 aggregate principal amount of 5.450% First Lien Notes due
2023, $4,500,000,000 aggregate principal amount of 6.020% First Lien Notes due 2026, $1,500,000,000 aggregate principal amount of 8.100% First Lien Notes due 2036 and $2,000,000,000 aggregate principal amount of 8.350% First Lien Notes due 2046
(each, a “series of Initial Notes”); 
 WHEREAS, Section 9.01(9) of the Base Indenture provides that, without the
consent of Holders of any series of Notes, the Fincos, the Trustee and the Notes Collateral Agent may enter into a supplemental indenture to the Base Indenture to make any change that does not adversely affect the rights of any Holder of Notes of
such series; and 
 WHEREAS, pursuant to Section 9.01(9) of the Base Indenture, the Fincos, the Trustee and the Notes Collateral Agent
are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Base Indenture without the consent of any Holder of any series of Notes. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties mutually covenant and agree as follows: 
 (1) Capitalized Terms. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Initial Indenture. 
 (2) Amendments. Subject to and effective upon the execution and
delivery hereof by the parties hereto, the Indenture (including, for the avoidance of doubt, with respect to all Notes issued pursuant thereto, including the Initial Notes) hereby is amended as follows: 

(a) Amendment to Section 4.03(d)(2)(i). Clause (i) of Section 4.03(d)(2) of the Base Indenture hereby is
amended and restated in its entirety to read as follows: 
 “(i) as promptly as reasonably practicable after furnishing to the Trustee
the annual and quarterly financial statements required by Section 4.03(a), hold a conference call to discuss the results of operations for the relevant reporting period; provided, however, that such conference call may be
held earlier in the case that Dell, in its sole discretion, elects (but shall not be obligated) to furnish (and has furnished) to the Trustee and the other Persons specified in Section 4.03(c) and in the manner provided in
Section 4.03(c) for any relevant reporting 







 
period, in addition to, and not in lieu of, the annual or quarterly financial statements, as applicable, required by Section 4.03(a) with respect to such reporting period, annual or
quarterly summary financial information, as applicable, containing summary condensed consolidated annual or quarterly income statement and balance sheet, as applicable, without notes thereto, with respect to such reporting period (such summary
financial information, “Summary Financial Information”), so long as such annual or quarterly financial statements for such reporting period does not contain material information that would customarily be discussed on an earnings
conference call, other than (x) information that was already discussed on such conference call or (y) information contained in the Summary Financial Information for such reporting period (which conference call, for the avoidance of doubt,
may be held prior to such time that the annual or quarterly financial statements required by Section 4.03(a) for such reporting period are furnished to Holders); and” 

(3) Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Initial Indenture is
in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby. 
 (4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (5) Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 (6) Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 (7) Trustee Not
Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Fincos, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of
this Supplemental Indenture. 
 [Signature Pages Follow] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written: 
  

					
	DIAMOND 1 FINANCE CORPORATION
		
	By:	 	 /s/ Janet B. Wright

		 	Name:	 	Janet B. Wright
		 	Title:	 	Vice-President and Assistant Secretary
	
	DIAMOND 2 FINANCE CORPORATION
		
	By:	 	 /s/ Janet B. Wright

		 	Name:	 	Janet B. Wright
		 	Title:	 	Vice-President and Assistant Secretary



  
 [Signature page to
Supplemental Indenture (First Lien Notes)] 








 
					
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
	as Trustee and Notes Collateral Agent
		
	By:	 	 /s/ Teresa Petta

		 	Name:	 	Teresa Petta
		 	Title:	 	Vice President



  
 [Signature page to
Supplemental Indenture (First Lien Notes)]