EX-4.2




 Exhibit 4.2 

Execution Version 

2041 NOTES SUPPLEMENTAL INDENTURE NO. 1 

This 2041 NOTES SUPPLEMENTAL INDENTURE NO. 1, dated as of December 13, 2021 (this “2041 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”). Capitalized terms used herein and
not otherwise defined have the meanings set forth in the Base Indenture referred to below. 
 RECITALS 

A. Section 9.01(16) of the Base Indenture, dated as of December 13, 2021, among the Issuers, the guarantors named therein (the
“Guarantors”) and the Trustee (the “Base Indenture” and, together with this 2041 Notes Supplemental Indenture, the “Indenture”) provides that, without the consent of Holders of any series of Notes,
the Issuers, the Guarantors and the Trustee 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 $1,000,000,000 aggregate principal amount of 3.375% Senior Notes due 2041 (the
“2041 Notes”), and in connection therewith, the Issuers have duly determined to make, execute and deliver to the Trustee this 2041 Notes Supplemental Indenture to set forth the terms and provisions of the 2041
Notes as required by the Base Indenture. This 2041 Notes Supplemental Indenture shall supplement the Base Indenture insofar as it will apply only to the 2041 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 2041 Notes: 
 Section 1. 2041
Notes. Pursuant to Section 2.01 of the Base Indenture, the terms and provisions of the 2041 Notes are as follows: 
 (a) The title
of the 2041 Notes shall be “3.375% Senior Notes due 2041.” 
 (b) The 2041 Notes shall be initially limited to $1,000,000,000
aggregate principal amount. The Issuers may, without the consent of the Holders of the 2041 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 2041 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 2041 Notes shall be issued to the public is 99.668%. 











 (d) The Stated Maturity for the 2041 Notes shall be on December 15, 2041. The 2041
Notes shall not require any principal or premium payments prior to the Stated Maturity. 
 (e) The rate at which the 2041 Notes shall bear
interest shall be 3.375% per annum, as set forth in Section 1 of the form of 2041 Note attached hereto as Exhibit A. Interest on the 2041 Notes shall accrue from the most recent date to which interest has been paid, or, if no interest has been
paid, from December 13, 2021; provided that the first Interest Payment Date shall be June 15, 2022. Each June 15 and December 15 in each year, commencing June 15, 2022, shall be an Interest Payment Date for the 2041
Notes. The June 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding an Interest Payment Date shall be the Record Date for the interest payable on such Interest Payment Date, even if such 2041 Notes
are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Base Indenture with respect to defaulted interest. If an Interest Payment Date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is a Business Day, and no interest on such payment will accrue in respect of the delay. The Issuers shall pay interest on overdue principal at a rate equal to the then applicable
interest rate on the 2041 Notes to the extent lawful, and the Issuers shall pay interest on overdue installments of interest at the same rate to the extent lawful. In addition, the Issuers shall pay Additional Interest, if any, payable pursuant to
the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the 2041 Notes shall be deemed to include any Additional Interest required to be paid pursuant to the
Registration Rights Agreement. 
 (f) Payments of principal of, premium and Additional Interest, if any, and interest on the 2041 Notes
represented by one or more Global Notes initially registered in the name of The Depository Trust Company (the “Depositary”) or its nominee with respect to the 2041 Notes shall be made by the Issuers through the Trustee in
immediately available funds to the Depositary or its nominee, as the case may be. 
 (g) The 2041 Notes shall be redeemable in accordance
with the terms and provisions set forth in Section 2 hereof and (to the extent they do not conflict with Section 2 hereof) the terms and provisions of Article 3 of the Base Indenture. 

(h) There shall be no mandatory sinking fund for the payments of the 2041 Notes. 

(i) The 2041 Notes shall be represented by one or more Global Notes deposited with the Depositary and registered in the name of the nominee of
the Depositary. The 2041 Notes, including the form of the certificate of authentication, shall be substantially in the form attached hereto as Exhibit A, the terms of which are incorporated by reference in this 2041 Notes Supplemental Indenture.

 (j) The Bank of New York Mellon Trust Company, N.A. shall be the Trustee for the 2041 Notes. 

(k) Article 10 of the Base Indenture shall apply to the 2041 Notes. 

(l) To the extent not set forth otherwise herein, the provisions of Article 2 of the Base Indenture are applicable. 

Section 2. Optional Redemption of the 2041 Notes. 

(a) Prior to June 15, 2041 (the “Par Call Date”), the 2041 Notes will be redeemable, at any time, in whole or from time
to time in part, at the Issuers’ option, at the Redemption Price equal to the greater of: 

  
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	 	(i)	 100% of the principal amount of the 2041 Notes to be redeemed; and 



 

	 	(ii)	 the sum of the present values of the remaining scheduled payments of principal and interest on the 2041 Notes
to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) that would be due if the 2041 Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points; 



plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest
on the 2041 Notes to be redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Record
Date. 
 (b) At any time and from time to time on or after the Par Call Date, the 2041 Notes will be redeemable, at any time, in whole or
from time to time in part, at the Issuers’ option, at a Redemption Price equal to 100% of the principal amount of the 2041 Notes being redeemed plus accrued and unpaid interest on such 2041 Notes, if any, to, but excluding, the Redemption Date.

 (c) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. 

Any redemption pursuant to this Section 2 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Base Indenture.

 Section 3. Definitions. 

(a) “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the 2041 Notes to be redeemed (assuming for this purpose, that the 2041 Notes to be redeemed mature on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2041 Notes. 
 (b)
“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.

 (c) “Quotation Agent” means each Reference Treasury Dealer appointed by the Issuers. 

(d) “Reference Treasury Dealer” means (i) Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (or their respective affiliates that are Primary Treasury Dealers); provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Issuers will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the
Issuers. 
 (e) “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

  
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 (f) “Treasury Rate” means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. 
 Section 4. Governing Law. THIS 2041 NOTES SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 5. Counterparts. The parties may sign any number of copies of this
2041 Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like
import in or relating to this 2041 Notes Supplemental Indenture or any document to be signed in connection with this 2041 Notes Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto
consent to conduct the transactions contemplated hereunder by electronic means. 
 Section 6. Trustee Not Responsible for Recitals
or Issuance of 2041 Notes. The recitals contained herein and in the 2041 Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this 2041 Notes Supplemental Indenture or of the 2041 Notes. The Trustee shall not be accountable for the use or application by the Issuers of 2041 Notes or the
proceeds thereof. 
 [Signature Page Follows] 

  
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 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/ Robert L. Potts

		 	Name: Robert L. Potts
		 	 Title: Senior Vice President and Assistant

          Secretary

	
	EMC CORPORATION
		
	By:	 	 /s/ Robert L. Potts

		 	Name: Robert L. Potts
		 	 Title: Senior Vice President and Assistant

          Secretary




  
 [Signature Page to
Supplemental Indenture (2041 Notes)] 













			
	DELL TECHNOLOGIES INC.
		
	By:	 	 /s/ Robert L. Potts

		 	Name: Robert L. Potts
		 	 Title: Senior Vice President, Corporate Securities and

          Finance Counsel and Assistant Secretary

	
	DENALI INTERMEDIATE INC.
		
	By:	 	 /s/ Robert L. Potts

		 	Name: Robert L. Potts
		 	 Title: Senior Vice President and Assistant

          Secretary

	
	DELL INC.
		
	By:	 	 /s/ Robert L. Potts

		 	Name: Robert L. Potts
		 	 Title: Senior Vice President and Assistant

          Secretary



  
 [Signature Page to
Supplemental Indenture (2041 Notes)] 












 
			
	 THE BANK OF NEW YORK MELLON
 TRUST
COMPANY, N.A.,
 as Trustee

		
	By:	 	 /s/ Mitchell L. Brumwell

		 	Name: Mitchell L. Brumwell
		 	Title: Vice President



  
 [Signature Page to
Supplemental Indenture (2041 Notes)] 












 EXHIBIT A 

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS ONE YEAR (IN THE CASE OF THE 144A NOTES) OR 40 DAYS (IN THE CASE OF THE REGULATION S NOTES) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES AND THE LAST DATE ON WHICH THE ISSUERS
OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE












 
SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, OTHER THAN THE EXEMPTION PROVIDED BY RULE 144, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. 
 BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER
HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) IT IS NOT ACQUIRING OR HOLDING THIS SECURITY (OR ANY INTEREST HEREIN) WITH THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR
PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) ENTITY
WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR REGULATION 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY
SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN CLAUSE (A) OR (B), OR (II)(A) THE ACQUISITION AND HOLDING OF THIS SECURITY (OR ANY INTEREST HEREIN) BY IT WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS, AND (B) NONE OF THE ISSUERS, THE GUARANTORS, THE INITIAL PURCHASERS NOR ANY OF THEIR RESPECTIVE AFFILIATES
IS ITS FIDUCIARY WITH RESPECT TO ITS DECISION TO INVEST IN AND HOLD THIS SECURITY AS CONTEMPLATED HEREBY. 

  
 A-2 












 CUSIP
[                ]1 

ISIN [                ]2 
 [[RULE 144A][REGULATION S] [GLOBAL] NOTE 

representing up to 

$[                ] 

3.375% Senior Notes due 2041 
  

					
	No.                 	  		  	$[                ]

 DELL INTERNATIONAL L.L.C. 

and 
 EMC CORPORATION 

promise to pay to CEDE & CO. or registered assigns, the principal sum set forth on the Schedule of Exchanges of Interests in the
Global Note attached hereto on December 15, 2041. 
 Interest Payment Dates: June 15 and December 15 

Record Dates: June 1 and December 1 

 

	1	 144A: 24703D BE0 



Reg S: U24724 AQ6 
  

	2 	 144A: US24703DBE04 



Reg S: USU24724AQ65 

  
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 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. 

Dated: December 13, 2021 
  

			
	DELL INTERNATIONAL L.L.C.
		
	By:	 	  

		 	Name:
		 	Title:
	
	EMC CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:



  
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 This is one of the Notes referred to in the within-mentioned Indenture: 

 

							
		 		 	 THE BANK OF NEW YORK MELLON
 TRUST
COMPANY, N.A.,
 as Trustee

				
	Dated: December 13, 2021	 		 		 	
				
		 		 	By:	 	  

		 		 		 	Authorized Signatory


  
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 3.375% Senior Notes due 2041 

Capitalized terms used herein shall have the meanings assigned to them in the Base Indenture referred to below unless otherwise indicated.

 1. INTEREST. Dell International L.L.C., a Delaware limited liability company (“Dell International”), and EMC Corporation,
a Massachusetts corporation (“EMC” and, together with Dell International, the “Issuers”), promise to pay interest on the principal amount of this 2041 Note at 3.375% per annum, from December 13, 2021 until
Maturity and shall pay Additional Interest, if any, payable pursuant to the Registration Rights Agreement. The Issuers shall pay interest and Additional Interest, if any, semi-annually in arrears on June 15 and December 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the 2041 Notes shall accrue from the most recent date to which interest has been paid or, if no interest has
been paid, from December 13, 2021; provided that the first Interest Payment Date shall be June 15, 2022. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the interest rate on the 2041 Notes to the extent lawful; the Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any, from time to time on demand at the interest rate on the 2041 Notes. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the 2041 Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. This 2041 Note
is one of the series designated on the face hereof (individually, a “2041 Note” and, collectively, the “2041 Notes”). 

2. METHOD OF PAYMENT. The Issuers will pay interest on the 2041 Notes and Additional Interest, if any, to the Persons who are registered
Holders of the 2041 Notes at the close of business (if applicable) on the June 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Base Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the
Holders of the 2041 Notes at their addresses set forth in the register of Holders, provided that all payments of principal of and interest and premium and Additional Interest, if any, with respect to the 2041 Notes represented by one or more
Global Notes will be made in accordance with DTC’s applicable procedures. Such payment shall be 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. 

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. Parent or any of its Subsidiaries may act in any such capacity. 

4. INDENTURE. The Issuers issued the 2041 Notes under the Base Indenture, dated as of December 13, 2021 (the “Base
Indenture”), among the Issuers, the Guarantors and the Trustee, as supplemented by the 2041 Notes Supplemental Indenture No. 1, dated as of December 13, 2021 (the “2041 Notes Supplemental Indenture
No. 1”, and, together with the Base Indenture, the “Indenture”), among the Issuers, the Guarantors and the Trustee. This 2041 Note is one of a duly authorized issue of notes of the Issuers designated as
their 3.375% Senior Notes due 2041. The Issuers shall be entitled to issue Additional Notes constituting Notes pursuant to Section 2.01 of the Base Indenture and Section 1(b) of the 2041 Notes Supplemental Indenture No. 1. The terms
of the 2041 Notes include those stated in the Indenture. The 2041 Notes are subject to all such terms, and Holders of the 2041 Notes are referred to the Indenture for a statement of such terms. To the extent any provision of this 2041 Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

  
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 5. REDEMPTION AND REPURCHASE. The 2041 Notes are subject to optional redemption, and may be
the subject of a Change of Control Offer or an Alternate Offer, as further described in the Indenture. The Issuers shall not be required to make any mandatory redemption or sinking fund payments with respect to the 2041 Notes. 

6. DENOMINATIONS, TRANSFER, EXCHANGE. The 2041 Notes are in registered form without coupons in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption or tendered (and
not withdrawn) for repurchase in connection with a Change of Control Offer, an Alternate Offer or other tender offer, in whole or in part, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 
 7. PERSONS DEEMED OWNERS. The
registered Holder of a Note may be treated as its owner for all purposes. 
 8. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the 2041
Notes or the related Note Guarantees may be amended or supplemented as provided in the Indenture. 
 9. DEFAULTS AND REMEDIES. The Events of
Default relating to the 2041 Notes are defined in Section 6.01 of the Base Indenture. Upon the occurrence of an Event of Default relating to the 2041 Notes, the rights and obligations of the Issuers, the Guarantors, the Trustee and the Holders
of the 2041 Notes shall be as set forth in the applicable provisions of the Indenture. 
 10. AUTHENTICATION. This 2041 Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual or electronic signature of the Trustee. 

11. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
the 2041 Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes representing Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of December 13, 2021, among the Issuers
and the representatives of the initial purchasers set forth therein (as supplemented, the “Registration Rights Agreement”), including the right to receive Additional Interest. 

12. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE 2041 NOTES AND THE NOTE
GUARANTEES. 
 13. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuers have caused CUSIP and ISIN numbers and/or similar numbers to be printed on the 2041 Notes and the Trustee may use CUSIP and ISIN numbers and/or similar numbers in notices of redemption as a convenience to Holders of the 2041
Notes. No representation is made as to the accuracy of such numbers either as printed on the 2041 Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

  
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 The Issuers will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address: 
 c/o Dell Inc. 

One Dell Way 
 Round Rock, Texas
78682 
 Fax No.: (512) 283-0544 

Attention: Robert Potts 
 Email:
Robert.Potts@dell.com 

  
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 ASSIGNMENT FORM 

To assign this 2041 Note, fill in the form below: 

(I) or (we) assign and transfer this 2041 Note to:          
                                         
                                         
                                         
           

                        
                            (Insert assignee’s legal name) 

 
  

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 

and irrevocably appoint                   
                                         
                                         
                                         
                                    

to transfer this 2041 Note on the books of the Issuers. The agent may substitute another to act for him.

 

							
	Date: _____________________	 		 		 	
		 	1.	 	Your Signature:	 	  

		 		 	 (Sign exactly as your name appears on

the face of this 2041 Note)

			
	 Signature Guarantee:* ________________________________
	 		 	

  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this 2041 Note purchased by the Issuers pursuant to Section 4.14 of the Indenture, check the appropriate box
below: 
 [    ]
Section 4.14                 
 If you want to elect to
have only part of this 2041 Note purchased by the Issuers pursuant to Section 4.14 of the Indenture, state the amount you elect to have purchased: 

$_______________                     
        
  

							
	Date: _____________________	 		 		 	
				
		 	2.	 	Your Signature:	 	  

		 		 	 (Sign exactly as your name appears on the

face of this 2041 Note)

				
		 	3.	 		 	
		 	Tax Identification No.:	 	  

	Signature Guarantee:*
                                         
                   	 		 	

  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $[__________]. The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of

Exchange
	  	 Amount of

decrease
 in Principal

Amount
	  	 Amount of increase

in Principal
 Amount of this

Global Note
	  	 Principal Amount
of

this Global Note
 following such

decrease or
increase
	  	 Signature of

authorized officer
 of Trustee
or
 Note Custodian



 

	*	 This schedule should be included only if the Note is issued in global form. 



  
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