Ichan's effort to compose a superior competing bid had previously been rebuffed by the committee. He asked for a face-to-face meeting with the board to discuss the offer.
A Dell spokesman was not immediately available for comment.
Icahn was expected to have the financing ready by Monday, ahead of an ISS meeting that could take place as early as this week. ISS is a shareholder advisory group that is expected to publish its view on Dell's bid. A July 18 shareholder vote on Dell's take private plan will follow.
The $5.2 billion financing includes a $2.2 billion, six-year term loan B-1 and a $3 billion, 3.5-year term loan B-2, sources told Thomson Reuters.
Pricing on the TLB-1 is set at LIB 400 with a 1 percent Libor floor; pricing on the TLB-2 is set at LIB 350 with a 75 basis-point Libor floor. Both tranches are offered at a discount of 99.5 cents on the dollar and will carry 101 soft call protection for one year.
The pricing, original issue discount and fee structure, as well as low leverage of 1.7 times, made the loan package attractive to investors, said sources evaluating the transaction.
As an unusual perk, lenders will share in the profits if a different but higher bid prevails. Joint lead arrangers will earn 7.5 percent of the difference between the winning bid and Dell's current $13.65 per share offer times the roughly 227 million shares that Icahn and Southeastern jointly own.
The loan also pays a 1.5 percent underwriting fee and a 2 percent arrangement fee. The six-year tranche will have standard 1 percent amortization, while the shorter-dated tranche amortizes at 10 percent per year.
Icahn's proposed tender offer will be financed with $7.5 billion of cash on the balance sheet, the $5.2 billion credit facility and $2.9 billion from the sale of receivables.
If his proposal prevails, the loans would launch to a broader range of institutional investors before Sept. 30, or the three-month commitment period of the $5.2 billion loans, according to sources.