0001193125-09-073812 Sample Contracts

Dell Inc.
Underwriting Agreement • April 6th, 2009 • Dell Inc • Electronic computers • New York

Introductory. Dell Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 5.625% Notes due 2014 (the “Notes”). Banc of America Securities LLC, Morgan Stanley & Co. Incorporated and UBS Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • April 6th, 2009 • Dell Inc • Electronic computers • New York

This FIRST SUPPLEMENTAL INDENTURE, dated April 6, 2009 (this “Supplemental Indenture”), is made and entered into between Dell Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Indenture referred to below.

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