1
EXHIBIT 99.4
DELL COMPUTER CORPORATION
Officers' Certificate
This Officers' Certificate is being delivered in connection with the
issuance by Dell Computer Corporation (the "Company") of $300,000,000 aggregate
principal amount of 7.10% Senior Debentures Due 2028 (the "Senior Debentures")
which are represented by one or more Global Senior Notes (each a "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 Debentures shall be "7.10%
Senior Debentures Due 2028."
2. The Senior Debentures shall be limited to
$300,000,000 aggregate principal amount.
3. The date on which the principal and premium, if any,
on the Senior Debentures are payable is April 15,
2028.
4. The rate at which the Senior Debentures shall bear
interest shall be 7.10% 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 Debentures 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
Debentures represented by the Global Senior Notes
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 Debentures 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
2
(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 months) at the Treasury Rate plus 15
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 Debentures 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
Debentures, 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 Debentures, (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 Debentures 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 Debentures.
"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.
2
3
"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.
"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 Debentures shall be represented by two
Global Senior Notes 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 Debentures.
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 Debentures.
10. Article Thirteen of the Indenture shall apply to the
Senior Debentures.
11. As long as the Depositary or its nominee, or a
successor Depositary or its nominee, is the
registered owner of the Global Senior Notes, owners
of the beneficial interests in the Global Senior
Notes shall not be entitled to have the Senior
Debentures registered in their names and shall not
receive or be entitled to receive physical delivery
of Senior Debentures in definitive form.
12. Chase Bank of Texas, National Association, shall be
the Trustee and initial Paying Agent and Registrar
for the Senior Debentures under the Indenture.
13. The Senior Debentures shall not be subordinated. The
Senior Debentures shall be senior unsecured
obligations of the Company ranking pari passu with
other senior indebtedness of the Company.
3
4
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
---------------------------------------
By: Alex C. Smith
Vice President, Treasurer
/s/ Thomas H. Welch, Jr.
---------------------------------------
By: Thomas H. Welch, Jr.
Assistant Secretary
4