Exhibit 4.9
2021 NOTES SUPPLEMENTAL INDENTURE NO. 5
This 2021 NOTES SUPPLEMENTAL INDENTURE NO. 5 (this “Supplemental Indenture”), dated as of March 20, 2019, by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusetts corporation (together with Dell International, the “Issuers”), EMC International U.S. Holdings L.L.C., a Delaware limited liability company (“EMC International”), Data Domain LLC, a Delaware limited liability company (“Data Domain”), Isilon Systems LLC, a Delaware limited liability company (“Isilon Systems”), Likewise Software LLC, a Delaware limited liability company (“Likewise Software”), RSA Security LLC, a Delaware limited liability company (“RSA Security”), Dell DFS Group Holdings L.L.C., a Delaware limited liability company (“Dell DFS”), and Dell Global Holdings XV L.L.C., a Delaware limited liability company (“Dell Global”) (together with EMC International, Data Domain, Isilon Systems, Likewise Software, RSA Security and Dell DFS, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), 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, the Issuers and certain other guarantors are party to an indenture, dated as of June 22, 2016 (the “Base Indenture”), as supplemented by (i) the 2021 Notes Supplemental Indenture No. 1, dated as of June 22, 2016, (ii) the First Supplemental Indenture, dated as of September 6, 2016, (iii) the 2021 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, (iv) the 2021 Notes Supplemental Indenture No. 3, dated as of September 7, 2016 and (v) the 2021 Notes Supplemental Indenture No. 4, dated as of May 23, 2017 (the supplemental indentures referred to in clauses (i) through (v), together with the Base Indenture and this Supplemental Indenture, and as further amended and supplemented, the “Indenture”), providing for the issuance of $1,625,000,000 aggregate principal amount of 5.875% Senior Notes due 2021 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture to amend or supplement the 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 hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the 2021 Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
