1
EXHIBIT 99.5
FORM OF
6.55% SENIOR NOTES DUE 2008
OF
DELL COMPUTER CORPORATION
[FACE OF SECURITY]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
2
2
CUSIP NO. 247025 AD 1
No. T-_______ $_______________
6.55% Senior Notes Due 2008
Dell Computer Corporation, a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum of $_______________
on April 15, 2008.
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Additional provisions of this Security are set forth on the
other side of this Security.
Dated: April 27, 1998 DELL COMPUTER CORPORATION,
by
----------------------------------
Name: Alex C. Smith
Title: Vice President, Treasurer
by
----------------------------------
Name: Thomas H. Welch, Jr.
Title: Assistant Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee, certifies that this is
one of the Debt Securities,
designated 6.55% Senior
Notes Due 2008, referred to
in the Indenture.
by
----------------------------------
Authorized Signatory
[REVERSE SIDE OF SECURITY]
3
3
6.55% Senior Notes Due 2008
1. Interest
Dell Computer Corporation, a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above. The Company shall pay
interest semiannually on April 15 and October 15 of each year commencing on
October 15, 1998. Interest on the Securities shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
April 15, 1998. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.
2. Method of Payment
The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the April 1 or October 1 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in
immediately available (same day) funds in money of the United States of America
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may pay principal and interest by check or wire
transfer payable in immediately available (same day) funds in such money.
3. Paying Agent and Registrar
Initially, Chase Bank of Texas, National Association ("Trustee"), shall
act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any of
its domestically incorporated wholly owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar.
4. Indenture
The Company issued the Securities under an indenture dated as of April
27, 1998, between the Company and the Trustee, as supplemented by the officers'
certificate relating to the Securities dated as of April 27, 1998 (the
"Officers' Certificate" and, collectively with the aforementioned indenture,
the "Indenture"). The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the
date of the Indenture (the "Act"). Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Holders are referred to the
Indenture and the Act for a statement of those terms.
This Security is one of a duly authorized issue of general unsecured
obligations of the Company all issued or to be issued under the Indenture.
Debt Securities issued under the Indenture may be issued in one or more series,
which different series may be issued in various aggregate principal amounts,
may mature at different times, may bear interest at different rates, may have
4
4
different conversion prices (if any), may be subject to different redemption
provisions, may be subject to different sinking, purchase or analogous funds,
may be subject to different covenants, Events of Default and subordination
provisions and may otherwise vary as the Indenture provides. This Security is
one of a series designated as 6.55% Senior Notes Due 2008 (the "Securities")
issued under the Indenture, limited to $200,000,000 aggregate principal amount.
The Indenture imposes certain limitations (with significant exceptions) on the
Company and its Restricted Subsidiaries, including the incurrence of liens and
entering into Sale and Lease-Back Transactions.
5. Optional Redemption
The Securities are redeemable at any time, at the option of the Company,
in whole or from time to time in part, upon not less than 30 and not more than
60 days' notice as provided in the Indenture, on any date prior to their
maturity (the "Redemption Date") at a price equal to the greater of (a) 100% of
the principal amount of the Securities to be redeemed and (b) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to such Redemption Date) discounted to
such Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 12.5 basis points, plus
accrued and unpaid interest on the principal amount being redeemed to such
Redemption Date; provided, however, that installments of interest on the
Securities 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
Securities, 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
Securities, (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 Securities 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 Securities.
5
5
"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.
"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.
6. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities only in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.
7. Persons Deemed Owners
The registered Holder of this Security may be treated as the owner of it
for all purposes.
8. Unclaimed Money
If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.
9. Discharge and Defeasance
Subject to certain conditions, the Company at any time may terminate
some or all its obligations under the Securities and the Indenture if the
Company deposits with the Trustee cash or U.S. Government Obligations for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.
6
6
10. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the
Securities and (ii) any acceleration of principal and interest on the
Securities resulting from a default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal
amount outstanding of the Securities. Subject to certain exceptions set forth
in the Indenture, without the consent of any Holder, the Company and the
Trustee may amend the Indenture or the Securities to cure, among other things,
any ambiguity, omission, defect or inconsistency, or to evidence the succession
of another Person to the Company pursuant to Article Eight of the Indenture, or
to add guarantees with respect to the Securities or to secure the Securities,
or to add additional covenants or surrender rights and powers conferred on the
Company, or to permit the qualification of the Indenture under the Act, or to
make any change that does not adversely affect the rights of any Holder, or to
provide for the acceptance of a successor or separate Trustee.
11. Defaults and Remedies
Under the Indenture, Events of Default include (i) default for 30 days
in payment of interest on the Securities; (ii) default in payment of principal
or premium on the Securities at maturity, upon acceleration or otherwise; (iii)
failure by the Company to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice by Holders and lapse of time;
(iv) certain accelerations (including failure to pay within any grace period
after final maturity) of other Indebtedness of the Company if the amount
accelerated (or so unpaid) exceeds $50,000,000 and continues for 30 days after
the required notice to the Company; (v) certain events of bankruptcy or
insolvency with respect to the Company; and (vi) certain judgments or decrees
for the payment of money in excess of $50,000,000. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities may declare all the Securities to be due and
payable immediately.
Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in the interest of the Holders.
12. Trustee Dealings with the Company
Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.
7
7
13. No Recourse Against Others
An incorporator and any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or the Indenture or for
any claim based on or otherwise in respect of the Securities or the Indenture.
By accepting a Security, each Holder waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the
Securities.
14. Authentication
This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
15. Abbreviations
Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
16. Governing Law
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
LAW).
17. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
The Company shall furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture referred to herein. Requests may
be made to:
Corporate Secretary
Dell Computer Corporation
One Dell Way
Round Rock, Texas 78682-2244
8
8
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
----------------------------------------------------------------
(Print or type assignee's name, address and zip code)
----------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
- --------------------------------------------------------------------------------
Date: Your Signature:
----------------------- --------------------------------
- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.
Date: Your Signature:
----------------------- -------------------------------
(Sign exactly as your name
appears on the other side of
the Security)
Signature Guarantee:
-----------------------------------------------------------
(Signature must be guaranteed by a member firm of the New
York Stock Exchange or a commercial bank or trust company)