EX-4.3



 Exhibit 4.3 

Execution Version 
 2019
NOTES SUPPLEMENTAL INDENTURE NO. 3 
 2021 NOTES SUPPLEMENTAL INDENTURE NO. 3 

2023 NOTES SUPPLEMENTAL INDENTURE NO. 3 

2026 NOTES SUPPLEMENTAL INDENTURE NO. 3 

2036 NOTES SUPPLEMENTAL INDENTURE NO. 3 

2046 NOTES SUPPLEMENTAL INDENTURE NO. 3 

This 2019 NOTES SUPPLEMENTAL INDENTURE NO. 3, 2021 NOTES SUPPLEMENTAL INDENTURE NO. 3, 2023 NOTES SUPPLEMENTAL INDENTURE NO. 3, 2026 NOTES
SUPPLEMENTAL INDENTURE NO. 3, 2036 NOTES SUPPLEMENTAL INDENTURE NO. 3 and 2046 NOTES SUPPLEMENTAL INDENTURE NO. 3 (this “Effective Date Guarantor Supplemental Indenture”), dated as of September 7, 2016, by and among Dell
International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusetts corporation (“EMC” and together with Dell International, the “Issuers”), Dell
Technologies Inc. (f/k/a Denali Holding Inc.), a Delaware corporation (“Dell Technologies”), Denali Intermediate Inc., a Delaware corporation (“Denali Intermediate”), Dell Inc., a Delaware corporation
(“Dell”), the other parties that are signatories hereto as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”) 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, each of 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”), 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 Supplemental Indenture No. 1 for each series of Initial Notes (as defined below) (collectively, the
“Initial Supplemental Indentures”) as further supplemented by the First Supplemental Indenture, dated as of September 6, 2016, among the Fincos, the Trustee and the Notes Collateral Agent (together with the Initial Supplemental
Indentures and the Base Indenture, the “Initial Indenture” and the Initial Indenture, together with the Effective Date Issuers Supplemental Indenture and this Effective Date Guarantor 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 (the “2019 Notes”), $4,500,000,000 aggregate principal amount of 4.420%
First Lien Notes due 2021 (the “2021 Notes”), $3,750,000,000 aggregate principal amount of 5.450% First Lien Notes due 2023 (the “2023 Notes”), $4,500,000,000 aggregate principal amount of 6.020% First Lien Notes
due 2026 (the “2026 Notes”), $1,500,000,000 aggregate principal amount of 8.100% First Lien Notes due 2036 (the “2036 Notes”) and $2,000,000,000 aggregate principal amount of 8.350% First Lien Notes due 2046 (the
“2046 Notes” and together with the 2019 Notes, 2021 Notes, 2023 Notes, 2026 Notes and 2036 Notes, the “Initial Notes” and each a “series of Initial Notes”); 

WHEREAS, the Initial Indenture permits the Transactions (including, without limitation, the Mergers), provided that after the consummation of
the Mergers, (x) Dell International and EMC shall execute and deliver to the Trustee a supplemental indenture pursuant to which Dell International expressly assumes all the obligations of Finco 1 and EMC expressly assumes all the obligations of
Finco 2 under the Initial Indenture and the Initial Notes and (y) Dell Technologies, Denali Intermediate, Dell and the Guaranteeing Subsidiaries (collectively, the “Effective Date Guarantors”) shall execute and








 
deliver to the Trustee a supplemental indenture pursuant to which each of the Effective Date Guarantors shall unconditionally guarantee, on a joint and several basis, all of the Issuers’
Obligations under the Initial Indenture and the Initial Notes; 
 WHEREAS, as of the date hereof, each of Dell International, EMC, the
Trustee and the Notes Collateral Agent have executed and delivered the Effective Date Issuers Supplemental Indenture pursuant to which Dell International assumes all the obligations of Finco 1 and EMC assumes all the obligations of Finco 2 under the
Initial Indenture and the Initial Notes; and 
 WHEREAS, pursuant to Section 9.01 of the Initial Indenture, each of the Issuers, the
Effective Date Guarantors, the Trustee and the Notes Collateral Agent are authorized to execute and deliver this Effective Date Guarantor Supplemental Indenture to amend or supplement the Initial 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, each of the Issuers, the Effective Date Guarantors, the Trustee and the Notes Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders of the Initial Notes as follows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Initial
Indenture. 
 (2) Agreement to Guarantee. Each Effective Date Guarantor hereby agrees to be a Guarantor under the Initial Indenture
and to be bound by the terms of the Initial Indenture applicable to a Guarantor, including Article 10 thereof. 
 (4) Execution and
Delivery. Each Effective Date Guarantor agrees that the Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. 

(5) Governing Law. THIS EFFECTIVE DATE GUARANTOR SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. 
 (6) Counterparts. The parties may sign any number of copies of this Effective Date Guarantor
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 (7) Effect of
Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 (8) The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Effective Date Guarantor Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are
made solely by Dell Technologies, Denali Intermediate, Dell and the Guaranteeing Subsidiaries. 
 [Signature Page Follows] 

  
 2 








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

			
	ISSUERS:
	
	DELL INTERNATIONAL L.L.C.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary
	
	EMC CORPORATION
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Senior Vice President and Assistant Secretary
	
	GUARANTORS:
	
	DELL TECHNOLOGIES INC.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary
	
	DENALI INTERMEDIATE INC.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary
	
	DELL INC.
		
	By:	 	 /s/ Janet B. Wright

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



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








 
			
	AELITA SOFTWARE CORPORATION
	ASAP SOFTWARE EXPRESS, INC.
	AVENTAIL LLC
	BAKBONE SOFTWARE INC.
	 CREDANT TECHNOLOGIES INTERNATIONAL, INC.

	CREDANT TECHNOLOGIES, INC.
	DELL AMERICA LATINA CORP.
	DELL COLOMBIA INC.
	DELL COMPUTER HOLDINGS L.P.
	DELL DFS CORPORATION
	DELL FEDERAL SYSTEMS CORPORATION
	DELL FEDERAL SYSTEMS GP L.L.C.
	DELL FEDERAL SYSTEMS L.P.
	DELL FEDERAL SYSTEMS LP L.L.C.
	DELL GLOBAL HOLDINGS L.L.C.
	DELL MARKETING CORPORATION
	DELL MARKETING GP L.L.C.
	DELL MARKETING L.P.
	DELL MARKETING LP L.L.C.
	DELL PRODUCTS CORPORATION
	DELL PRODUCTS GP L.L.C.
	DELL PRODUCTS L.P.
	DELL PRODUCTS LP L.L.C.
	DELL RECEIVABLES CORPORATION
	DELL RECEIVABLES GP L.L.C.
	DELL RECEIVABLES L.P.
	DELL RECEIVABLES LP L.L.C.
	DELL REVOLVER FUNDING L.L.C.
	DELL SOFTWARE INC.
	DELL SYSTEMS CORPORATION
	DELL USA CORPORATION
	DELL USA GP L.L.C.
	DELL USA L.P.
	DELL USA LP L.L.C.
		
	By:	 	 /s/ Janet B. Wright

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



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








 
			
	DELL WORLD TRADE CORPORATION
	DELL WORLD TRADE GP L.L.C.
	DELL WORLD TRADE L.P.
	DELL WORLD TRADE LP L.L.C.
	DENALI FINANCE CORP.
	ENSTRATIUS, INC.
	FORCE10 NETWORKS GLOBAL, INC.
	FORCE10 NETWORKS INTERNATIONAL, INC.
	FORCE10 NETWORKS, INC.
	LICENSE TECHNOLOGIES GROUP, INC.
	PRSM CORPORATION
	PSC GP CORPORATION
	PSC HEALTHCARE SOFTWARE, INC.
	PSC LP CORPORATION
	PSC MANAGEMENT LIMITED PARTNERSHIP
	QUEST HOLDING COMPANY, LLC
	QUEST SOFTWARE PUBLIC SECTOR, INC.
	SCRIPTLOGIC CORPORATION
	STATSOFT, INC.
	STATSOFT HOLDINGS, INC.
	WYSE TECHNOLOGY L.L.C.
		
	By:	 	 /s/ Janet B. Wright

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



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








 
			
	 CONFIGURESOFT INTERNATIONAL HOLDINGS, INC.

	DATA GENERAL INTERNATIONAL, INC.
	EMC INVESTMENT CORPORATION
	EMC PUERTO RICO, INC.
	EVOLUTIONARY CORPORATION
	IOMEGA LATIN AMERICA, INC.
	MOZY, INC.
	WOODLAND STREET PARTNERS, INC.
		
	By:	 	 /s/ Janet B. Wright

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



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








 
			
	DCC EXECUTIVE SECURITY INC.
	 DELL PRODUCT AND PROCESS INNOVATION SERVICES CORP.

	DELL PROTECTIVE SERVICES INC.
		
	By:	 	 /s/ Janet B. Wright

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



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








 
					
	DELL REVOLVER COMPANY L.P.
		
	By:	 	DELL REVOLVER GP L.L.C., its General Partner
		
	By:	 	 /s/ Janet B. Wright

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



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








 
			
	DELL REVOLVER GP L.L.C.
		
	By:	 	 /s/ Janet B. Wright

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



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








 
					
	900 WEST PARK DRIVE LLC
	EMC CLOUD SERVICES LLC
	EMC SOUTH STREET INVESTMENTS LLC
	FLANDERS ROAD HOLDINGS LLC
	IOMEGA LLC
	IWAVE SOFTWARE, LLC
	MAGINATICS LLC
	NBT INVESTMENT PARTNERS LLC
	NEWFOUND INVESTMENT PARTNERS LLC
	SCALEIO LLC
		
	By:	 	EMC CORPORATION, its Member
		
	By:	 	 /s/ Janet B. Wright

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



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








 
					
	SPANNING CLOUD APPS LLC
		
	By:	 	MOZY, INC., its Member
		
	By:	 	 /s/ Janet B. Wright

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



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








 
					
	EMC IP HOLDING COMPANY LLC
		
	By:	 	DENALI INTERMEDIATE INC., its Member
		
	By:	 	 /s/ Janet B. Wright

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



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








 
			
	DELL FINANCIAL SERVICES L.L.C.
		
	By:	 	 /s/ Tyler Johnson

	Name:	 	Tyler Johnson
	Title:	 	Vice President and Treasurer



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








 
			
	 DELL SERVICES FEDERAL GOVERNMENT, INC.

	 DELL SYSTEMS COMMUNICATIONS SERVICES, INC.

		
	By:	 	 /s/ George C. Newstrom

	Name:	 	George C. Newstrom
	Title:	 	President



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








 
			
	TRANSACTION APPLICATIONS GROUP, INC.
		
	By:	 	 /s/ Rohit Puri

	Name:	 	Rohit Puri
	Title:	 	President



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