EX-99.(D)(3)(I) 6 d579379dex99d3i.htm EX-99.(D)(3)(I) EX-99.(d)(3)(i)

Exhibit (d)(3)(i)

Execution Copy

AMENDMENT NO 1

TO THE

ROLLOVER AND EQUITY FINANCING COMMITMENT LETTER

THIS AMENDMENT NO. 1 TO THE ROLLOVER AND EQUITY FINANCING COMMITMENT LETTER, dated as of August 2, 2013 (this “Amendment”), is entered into by and among Denali Holding Inc., a Delaware corporation (“Parent”), Michael S. Dell and the Susan Lieberman Dell Separate Property Trust (collectively, the “MD Investors”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings ascribed to them in the Rollover and Equity Financing Commitment Letter, dated as of February 5, 2013 by and between Parent and the MD Investors (the “Rollover and Equity Financing Commitment Letter”).

RECITALS

WHEREAS, the parties desire to amend the Rollover and Equity Financing Commitment Letter so as to modify the price at which the Rollover Shares will be valued in the merger;

WHEREAS, the board of directors of Parent has, on the terms and subject to the conditions set forth herein, approved and declared advisable the Merger Agreement as amended by this Amendment and the transactions contemplated herein;

WHEREAS, consistent with the terms of the Interim Investors Agreement, dated as of February 5, 2013 by and among the MD Investors, the Equity Investors (as defined therein), the MSDC Investor (as defined therein), and with respect to certain matters, the Michael S. Dell 2009 Gift Trust and the Susan L. Dell 2009 Gift Trust, Mr. Dell and the Equity Investors have given the necessary approvals to cause Parent to enter into this Amendment; and

WHEREAS, the parties have agreed to amend the Rollover and Equity Financing Commitment Letter as provided in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Parent Parties agree as follows:

1. Amendment of Section 1.

(i) The reference to “$13.36” in clause (ii) of the first sentence of Section 1 of the Rollover and Equity Financing Commitment Letter is hereby amended to be “$12.51”; and


(ii) The reference to “$13.65” in clause (iii) of the first sentence of Section 1 of the Rollover and Equity Financing Commitment Letter is hereby amended to be “$13.75”

2. Amendment of Section 2. The reference to “$13.65” in clause (ii) of the first sentence of Section 2 of the Rollover and Equity Financing Commitment Letter is hereby amended to be “$13.75”

3. No Further Amendment. Except as amended hereby, the Rollover and Equity Financing Commitment Letter shall remain in full force and effect.

 

2


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

 

MD INVESTOR:
By:    /s/ Michael S. Dell
  Name: Michael S. Dell

 

SUSAN LIEBERMAN DELL SEPARATE PROPERTY TRUST
By:    /s/ Susan L. Dell
 

Name: Susan L. Dell

Title:   Trustee

 

[Signature Page to Amended Rollover and Equity Financing Commitment Letter]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

 

PARENT:

 

DENALI HOLDING INC.

By:    /s/ Egon Durban
 

Name: Egon Durban

Title:   President

 

[Signature Page to Amended Rollover and Equity Financing Commitment Letter]