ISSUING AND PAYING AGENCY AGREEMENT
This Agreement, dated as of June 1, 2006, is by and between Dell Inc. (the “Issuer” ) and JPMorgan Chase
Bank ( “JPMorgan” ).
1. APPOINTMENT AND ACCEPTANCE
The Issuer hereby appoints JPMorgan as its issuing and paying agent in connection with the issuance and
payment of certain short-term promissory notes of the Issuer (the “Notes” ), as further described herein, and
JPMorgan agrees to act as such agent upon the terms and conditions contained in this Agreement.
2. COMMERCIAL PAPER PROGRAMS
The Issuer may establish one or more commercial paper programs under this Agreement by delivering to
JPMorgan a completed program schedule (the “Program Schedule” ), with respect to each such program.
JPMorgan has given the Issuer a copy of the current form of Program Schedule and the Issuer shall complete and
return its first Program Schedule to JPMorgan prior to or simultaneously with the execution of this Agreement. In
the event that any of the information provided in, or attached to, a Program Schedule shall change, the Issuer shall
promptly inform JPMorgan of such change in writing.
All Notes issued by the Issuer under this Agreement shall be short-term promissory notes, exempt from the
registration requirements of the Securities Act of 1933, as amended, as indicated on the Program Schedules, and
from applicable state securities laws. The Notes may be placed by dealers (the “Dealers” ) pursuant to
Section 4 hereof. Notes shall be issued in either certificated or book-entry form.
4. AUTHORIZED REPRESENTATIVES
The Issuer shall deliver to JPMorgan a duly adopted corporate resolution from the Issuer’s Board of
Directors authorizing the issuance of Notes and a Secretary’s Certificate, with specimen signatures attached, of
those officers, employees and agents of the Issuer authorized to take certain actions with respect to the Notes as
provided in this Agreement (each such person is hereinafter referred to as an