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EXHIBIT 99.3
DELL COMPUTER CORPORATION
Officers' Certificate
This Officers' Certificate is being delivered in connection with the
issuance by Dell Computer Corporation (the "Company") of $200,000,000 aggregate
principal amount of 6.55% Senior Notes Due 2008 (the "Senior Notes"), which are
represented by one or more Global Senior Notes (the "Global Senior Note"), and
pursuant to resolutions adopted by the Board of Directors of the Company and
the Pricing Committee dated March 5, 1998, and April 22, 1998, respectively,
and to Section 301 of the Indenture (the "Indenture") dated as of April 27,
1998, between the Company and Chase Bank of Texas, National Association, as
trustee (the "Trustee"). Capitalized terms used and not otherwise defined
herein have the meanings specified in the Indenture.
Pursuant to Section 301 of the Indenture, the undersigned hereby
certify as follows:
1. The title of the Senior Notes shall be "6.55% Senior
Notes Due 2008."
2. The Senior Notes shall be limited to $200,000,000
aggregate principal amount.
3. The date on which the principal and premium, if any,
on the Senior Notes are payable is April 15, 2008.
4. The rate at which the Senior Notes shall bear
interest shall be 6.55% per year; the date from which
such interest shall accrue shall be April 15, 1998;
the interest payment dates on which such interest
shall be payable shall be April 15 and October 15,
beginning October 15, 1998; and the regular record
dates for the determination of the holders of the
Senior Notes to whom such interest is payable shall
be the immediately preceding April 1 (for April 15
payment dates) and the immediately preceding October
1 (for October 15 payment dates).
5. Payments of principal of and interest on the Senior
Notes represented by the Global Senior Note initially
registered in the name of The Depository Trust
Company (the "Depositary") or its nominee shall be
made by the Company through the Trustee in
immediately available funds to the Depositary or its
nominee, as the case may be.
6. The Senior Notes are subject to redemption upon
receipt of notice by first-class mail at least 30
days and not more than 60 days prior to the
Redemption Date, at the option of the Company at any
time, as a whole or in part, at a Redemption Price
equal to the greater of (i) 100% of their principal
amount or (ii) the sum of the present values of the
remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to
the Redemption Date) discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day
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months) at the Treasury Rate plus 12.5 basis points,
plus in either case accrued and unpaid interest on
the principal amount being redeemed to the Redemption
Date; provided, however, that installments of
interest on Senior Notes that are due and payable on
an Interest Payment Date falling on or prior to the
relevant Redemption Date shall be payable to the
holders of such Senior Notes, or one or more
Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Date
according to their terms and the provisions of the
Indenture.
"Treasury Rate" means, with respect to any Redemption Date for the
Senior Notes, (a) the yield, under the heading that represents the average for
the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication that is
published weekly by the Board of Governors of the Federal Reserve System and
that establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
is within three months before or after the Maturity Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding to the nearest
month) or (b) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be
calculated on the third Business Day preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable
to the remaining term of the Senior Notes to be redeemed 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 the Senior Notes.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (a) the average of four Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated and Goldman, Sachs & Co. and their respective successors;
provided, however, that if either of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company will substitute therefor another Primary Treasury Dealer.
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"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, 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 Trustee by such Redemption Treasury Dealer at 5:00 p.m., New
York City time, on the third Business Day preceding such Redemption Date.
7. The Senior Notes shall be represented by a Global
Senior Note deposited with the Depositary and
registered in the name of the nominee of the
Depositary.
8. There shall be no mandatory sinking fund for the
payments of the Senior Notes.
9. The Company shall be subject to all the covenants set
forth in Articles Eight and Ten of the Indenture with
respect to the Senior Notes.
10. Article Thirteen of the Indenture shall apply to the
Senior Notes.
11. As long as the Depositary or its nominee, or a
successor Depositary or its nominee, is the
registered owner of the Global Senior Note, owners of
the beneficial interests in the Global Senior Note
shall not be entitled to have the Senior Notes
registered in their names and shall not receive or be
entitled to receive physical delivery of Senior Notes
in definitive form.
12. Chase Bank of Texas, National Association, shall be
the Trustee and initial Paying Agent and Registrar
for the Senior Notes under the Indenture.
13. The Senior Notes shall not be subordinated. The
Senior Notes shall be senior unsecured obligations of
the Company ranking pari passu with other senior
indebtedness of the Company.
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In witness whereof, we have hereunto signed out names and affixed the
seal of the Company.
Dated: April 27, 1998
DELL COMPUTER CORPORATION
/s/ Alex C. Smith
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By: Alex C. Smith
Vice President, Treasurer
/s/ Thomas H. Welch, Jr.
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By: Thomas H. Welch, Jr.
Assistant Secretary
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