EX-4.9



 Exhibit 4.9 

Execution Version 
 2024
NOTES SUPPLEMENTAL INDENTURE NO. 2 
 This 2024 NOTES SUPPLEMENTAL INDENTURE NO. 2, dated as of September 7, 2016 (this
“Effective Date Issuers Supplemental Indenture”), by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), New Dell International LLC, a Delaware limited liability company
(“New Dell International” which, upon the consummation of the Reorganization (as defined below), shall be renamed “Dell International L.L.C.”), EMC Corporation, a Massachusetts corporation (“EMC”), and The
Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). 
 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”), and the Trustee have heretofore executed and delivered an indenture, dated as of June 22,
2016 (the “Base Indenture”), as supplemented by the 2024 Notes Supplemental Indenture No. 1, dated as of June 22, 2016, among the Fincos and the Trustee, as further supplemented by the First Supplemental Indenture, dated
as of September 6, 2016, among the Fincos and the Trustee (together with the Base Indenture, the “Initial Indenture” and the Initial Indenture, together with this Effective Date Issuers Supplemental Indenture, and as further
amended and supplemented, the “Indenture”), providing for the issuance of $1,625,000,000 aggregate principal amount of 7.125% Senior Notes due 2024 (the “2024 Notes”); 

WHEREAS, the Initial Indenture permits the EMC Transactions (including, without limitation, the Mergers), provided that after the consummation
of the Mergers, Dell International and EMC shall execute and deliver to the Trustee a supplemental indenture pursuant to which Dell International shall unconditionally assume Finco 1’s Obligations under the Initial Indenture and the Initial
Notes, and EMC shall unconditionally assume Finco 2’s Obligations under the Initial Indenture and the Initial Notes; 
 WHEREAS,
following the consummation of the Mergers and on or about the Business Day following the Effective Date, Dell International will merge with and into New Dell International, with New Dell International surviving as a wholly owned subsidiary of Dell
Inc., a Delaware corporation (the “Reorganization”), whereupon the separate corporate existence of Dell International will cease; 

WHEREAS, the Initial Indenture permits the Reorganization provided that New Dell International expressly assumes all of the obligations of
Dell International under the Indenture and the Initial Notes; and 
 WHEREAS, pursuant to Section 9.01 of the Initial Indenture, Dell
International, New Dell International, EMC and the Trustee are authorized to execute and deliver this Effective Date Issuers 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, Dell International, New Dell International, EMC and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the 2024 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 Assume Obligations. Dell International hereby agrees to unconditionally
assume Finco 1’s Obligations under the Initial Indenture and the 2024 Notes on the terms and subject to the conditions set forth in the Initial Indenture and to be bound by all other applicable provisions of the Initial Indenture and to perform
all of the obligations and agreements of Finco 1 under the Initial Indenture, and EMC hereby agrees to unconditionally assume Finco 2’s Obligations under the Initial Indenture and the 2024 Notes on the terms and subject to the conditions set
forth in the Initial Indenture and to be bound by all other applicable provisions of the Initial Indenture and to perform all of the obligations and agreements of Finco 2 under the Initial Indenture. 

(3) New Dell International Agreement to Assume Obligations. Upon the consummation of the Reorganization, New Dell International agrees
to unconditionally assume Dell International’s Obligations under the Indenture and the Initial Notes on the terms and subject to the conditions set forth in the Indenture and to be bound by all other applicable provisions of the Indenture and
to perform all of the obligations and agreements of Dell International under the Indenture. 
 (4) Governing Law. THIS EFFECTIVE DATE
ISSUERS 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 Effective Date Issuers 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) 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 Issuers Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Dell International and EMC. 

(8) Effective Time of New Dell International Obligations. The provisions in this Effective Date Issuers Supplemental Indenture with
respect to New Dell International shall become effective only upon the consummation of the Reorganization. 
 [Signature Page Follows] 

  
 2 








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

					
	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



  
 [Signature page to
Issuer Supplemental Indenture No. 2 (2024 Senior Notes)] 








 
					
	 Upon and as a result of the consummation of the Reorganization, the undersigned confirms that it will assume all of the rights
and obligations of Dell International L.L.C. under this Supplemental Indenture (in furtherance of, and not in lieu of, any assumption or deemed assumption as a matter of law) and will assume the obligations of Dell International L.L.C. under the
Indenture and the Initial Notes.
  
 NEW DELL INTERNATIONAL LLC, which, upon the
consummation of the Reorganization shall be renamed “Dell International L.L.C.”

		
	By:	 	DELL INC., its Sole Member
		
	By:	 	 /s/ Janet B. Wright

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



  
 [Signature page to
Issuer Supplemental Indenture No. 2 (2024 Senior Notes)] 








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

		 	Name:	 	Teresa Petta
		 	Title:	 	Vice President



  
 [Signature page to
Issuer Supplemental Indenture No. 2 (2024 Senior Notes)]