exv10w35



 




Exhibit 10.35



ORACLE CORPORATION

and

OZARK HOLDING INC.




Officers’ Certificate




     Pursuant to Section 2.01 and Section 2.03 of the Indenture dated as of January 13, 2006 (the
“Indenture”) by and among Oracle Corporation (the “Company”), Ozark Holding Inc. (the “Co-Issuer”)
and Citibank, N.A., as Trustee (the “Trustee”), the undersigned officers do hereby certify, in
connection with the issuance of (i) $1,500,000,000 aggregate principal amount of Floating Rate
Notes due 2009 (“Notes due 2009”), (ii) $2,250,000,000 aggregate principal amount of 5.00% Notes
due 2011 (“Notes due 2011”) and (iii) $2,000,000,000 aggregate principal amount of 5.25% Notes due
2016 (“Notes due 2016” and, together with the Notes due 2009 and the Notes due 2011, the “Notes”),
that the terms of the Notes are as follows:



     Capitalized terms used but not otherwise defined herein shall have the meanings specified in
the Indenture. For purposes of this Officers’ Certificate, the “Issuer” means, unless otherwise
explicitly provided herein, each of the Company and the Co-Issuer until the consummation of the
Discharge Event, from which time the “Issuer” shall mean solely the Remaining Obligor.



Notes due 2009




	 	 	 
	Title:

	 	Floating Rate Notes due 2009
	 
	 	 
	Issuer:

	 	The Notes due 2009 are issued by the Company and
the Co-Issuer.
	 
	 	 
	 

	 	Upon the consummation of a Discharge Event, either
the Company or the Co-Issuer will be discharged
from the obligation to pay the principal and
interest on the Notes due 2009 and from all other
obligations and covenants under the Indenture and
the Notes due 2009, and the Remaining Obligor
shall be the sole Issuer (and sole obligor) under
the Notes due 2009 and the Indenture.
	 
	 	 
	Aggregate Principal

Amount at Maturity:

	 	$1,500,000,000 
	 
	 	 
	Principal Payment Date:

	 	January 13, 2009
	 
	 	 
	Interest:

	 	Floating rate equal to three-month LIBOR plus 0.23%
	 
	 	 
	Date from which

Interest will Accrue:

	 	January 13, 2006






 









 






	 	 	 
	Interest Payment Dates:

	 	January 13, April 13, July 13 and October 13,
commencing on April 13, 2006
	 
	 	 
	Exchange Offer;
Registration Rights:

	 	The Issuer intends to register a series of notes
with the SEC (“exchange notes”) having
substantially identical terms as the Notes due
2009 as part of an offer to exchange generally
freely tradable exchange notes for the Notes due
2009. The Issuer is required to file a
registration statement for the exchange notes with
the SEC within 90 calendar days of the issue date
of Notes due 2009, use its commercially reasonable
efforts to cause that registration statement to be
declared effective within 180 calendar days after
the issuance of the notes and use its commercially
reasonable efforts to consummate the exchange
offer within 210 calendar days of the issue date
of the notes. Under certain circumstances the
Issuer may also be required to file and pursue
effectiveness of a shelf registration statement
with respect to the resale of the notes. If the
Issuer fails to perform its registration
obligations, holders of the Notes due 2009 will be
entitled to a special interest premium of 0.25%
per annum until the such obligations are
fulfilled. The foregoing description of the
exchange offer and registration rights is
qualified by reference to the Registration Rights
Agreement among the Issuer, Citigroup Global
Markets Inc., J.P. Morgan Securities Inc. and
Wachovia Securities LLC dated as of the date
hereof (the “Registration Rights Agreement”),
which agreement is incorporated by reference into
this Officers’ Certificate.
	 
	 	 
	Redemption:

	 	The Issuer may at its option redeem the Notes due
2009 in whole or in part, at any time on or after
January 16, 2007, on at least 30 days, but not
more than 60 days, prior notice mailed to the
registered address of each holder of the Notes due
2009, at the principal amount of the Notes due
2009 being redeemed, plus accrued interest
thereon.
	 
	 	 
	Conversion:

	 	None
	 
	 	 
	Sinking Fund:

	 	None
	 
	 	 
	Transfer Restrictions:

	 	The Notes due 2009 have not been registered under
the Securities Act and may not be offered or sold
except pursuant to an exemption from, or in a
transaction not subject to, the registration
requirements of the Securities Act. Until such
time as the exchange notes are issued or the Notes
due 2009






 









 






	 	 	 
	 

	 	are resold in a registered transaction
under the Securities Act, the provisions contained
in the Rule 144A/Regulation S Appendix attached
hereto (the “Appendix”), which is hereby
incorporated in and expressly made part of this
Officers’ Certificate, shall apply.
	 
	 	 
	Miscellaneous:

	 	The terms of the Notes due 2009 shall include such
other terms as are set forth in the form of Notes
due 2009 attached hereto as Exhibit A and in the
Indenture.






Notes due 2011




	 	 	 
	Title:

	 	5.00% Notes due 2011 
	 
	 	 
	Issuer:

	 	The Notes due 2011 are issued by the Company and
the Co-Issuer. Upon the consummation of a
Discharge Event, either the Company or the
Co-Issuer will be discharged from the obligation
to pay the principal and interest on the Notes due
2011 and from all other obligations and covenants
under the Indenture and the Notes due 2011, and
the Remaining Obligor shall be the sole Issuer
(and sole obligor) under the Notes due 2011 and
the Indenture.
	 
	 	 
	Aggregate Principal

Amount at Maturity:

	 	$2,250,000,000 
	 
	 	 
	Principal Payment Date:

	 	January 15, 2011
	 
	 	 
	Interest:

	 	5.00% per annum 
	 
	 	 
	Date from which

Interest will Accrue:

	 	January 13, 2006
	 
	 	 
	Interest Payment Dates:

	 	January 15 and July 15, commencing on July 15, 2006
	 
	 	 
	Exchange Offer;
Registration Rights:

	 	The Issuer intends to register a series of notes
with the SEC having substantially identical terms
as the Notes due 2011 as part of an offer to
exchange generally freely tradable exchange notes
for the Notes due 2011. The Issuer is required to
file a registration statement for the exchange
notes with the SEC within 90 calendar days of the
issue date of Notes due 2011, use its commercially
reasonable efforts to cause that registration
statement to be declared effective within 180
calendar days after the issuance of the notes and
use its commercially reasonable efforts to
consummate the exchange






 









 






	 	 	 
	 

	 	offer within 210 calendar
days of the issue date of the notes. Under certain
circumstances the Issuer may also be required to
file and pursue effectiveness of a shelf
registration statement with respect to the resale
of the notes. If the Issuer fails to perform its
registration obligations, holders of the Notes due
2011 will be entitled to a special interest
premium of 0.25% per annum until such obligations
are fulfilled. The foregoing description of the
exchange offer and registration rights is
qualified by reference to the Registration Rights
Agreement, which is incorporated by reference into
this Officers’ Certificate.
	 
	 	 
	Redemption:

	 	The Issuer may at its option redeem the Notes due
2011 in whole or in part, at any time or from time
to time prior to their maturity, on at least 30
days, but not more than 60 days, prior notice
mailed to the registered address of each holder of
the Notes due 2011, at a redemption price equal to
the greater of:
	 
	 	 
	 

	 	(i) 100% of the principal amount of the Notes due
2011 being redeemed; and
	 
	 	 
	 

	 	(ii) the sum of the present values of the
remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued as
of the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months)
of the Notes due 2011 being redeemed at, in each
case, the Treasury Rate (as defined in the Notes
due 2011) plus 15 basis points,
	 
	 	 
	 

	 	plus, in each case, accrued interest thereon to
the date of redemption.
	 
	 	 
	Conversion:

	 	None
	 
	 	 
	Sinking Fund:

	 	None
	 
	 	 
	Transfer Restrictions:

	 	The Notes due 2011 have not been registered under
the Securities Act and may not be offered or sold
except pursuant to an exemption from, or in a
transaction not subject to, the registration
requirements of the Securities Act. Until such
time as the exchange notes are issued or the Notes
due 2011 are resold in a registered transaction
under the Securities Act, the provisions contained
in the Appendix, which is hereby incorporated in
and expressly made part of this Officers’
Certificate, shall apply.






 









 






	 	 	 
	Miscellaneous:

	 	The terms of the Notes due 2011 shall include such
other terms as are set forth in the form of Notes
due 2011 attached hereto as Exhibit B and in the
Indenture.






Notes due 2016




	 	 	 
	Title:

	 	5.25% Notes due 2016 
	 
	 	 
	Issuer:

	 	The Notes due 2016 are issued by the Company and
the Co-Issuer. Upon the consummation of a
Discharge Event, either the Company or the
Co-Issuer will be discharged from the obligation
to pay the principal and interest on the Notes due
2016 and from all other obligations and covenants
under the Indenture and the Notes due 2016, and
the Remaining Obligor shall be the sole Issuer
(and sole obligor) under the Notes due 2016 and
the Indenture.
	 
	 	 
	Aggregate Principal

Amount at Maturity:

	 	$2,000,000,000 
	 
	 	 
	Principal Payment Date:

	 	January 15, 2016
	 
	 	 
	Interest:

	 	5.25% per annum 
	 
	 	 
	Date from which

Interest will Accrue:

	 	January 13, 2006
	 
	 	 
	Interest Payment Dates:

	 	January 15 and July 15, commencing on July 15, 2006
	 
	 	 
	Exchange Offer;
Registration Rights:

	 	The Issuer intends to register a series of notes
with the SEC having substantially identical terms
as the Notes due 2016 as part of an offer to
exchange generally freely tradable exchange notes
for the Notes due 2016. The Issuer is required to
file a registration statement for the exchange
notes with the SEC within 90 calendar days of the
issue date of Notes due 2016, use its commercially
reasonable efforts to cause that registration
statement to be declared effective within 180
calendar days after the issuance of the notes and
use its commercially reasonable efforts to
consummate the exchange offer within 210 calendar
days of the issue date of the notes. Under certain
circumstances the Issuer may also be required to
file and pursue effectiveness of a shelf
registration statement with respect to the resale
of the notes. If the Issuer fails to perform its
registration obligations, holders of the Notes due
2016 will be entitled to a special interest
premium






 









 





	 	 	 
	 

	 	of 0.25% per annum until the such
obligations are fulfilled. The foregoing
description of the exchange offer and registration
rights is qualified by reference to the
Registration Rights Agreement, which is
incorporated by reference into this Officers’
Certificate.
	 
	 	 
	Redemption:

	 	The Issuer may at its option redeem the Notes due
2016 in whole or in part, at any time or from time
to time prior to their maturity, on at least 30
days, but not more than 60 days, prior notice
mailed to the registered address of each holder of
the Notes due 2016, at a redemption price equal to
the greater of:
	 
	 	 
	 

	 	(i) 100% of the principal amount of the Notes due
2016 being redeemed; and
	 
	 	 
	 

	 	(ii) the sum of the present values of the
remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued as
of the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months)
of the Notes due 2016 being redeemed at, in each
case, the Treasury Rate (as defined in the Notes
due 2016) plus 20 basis points,
	 
	 	 
	 

	 	plus, in each case, accrued interest thereon to
the date of redemption.
	 
	 	 
	Conversion:

	 	None
	 
	 	 
	Sinking Fund:

	 	None
	 
	 	 
	Transfer Restrictions:

	 	The Notes due 2016 have not been registered under
the Securities Act and may not be offered or sold
except pursuant to an exemption from, or in a
transaction not subject to, the registration
requirements of the Securities Act. Until such
time as the exchange notes are issued or the Notes
due 2016 are resold in a registered transaction
under the Securities Act, the provisions contained
in the Appendix, which is hereby incorporated in
and expressly made part of this Officers’
Certificate, shall apply.
	 
	 	 
	Miscellaneous:

	 	The terms of the Notes due 2016 shall include such
other terms as are set forth in the form of Notes
due 2016 attached hereto as Exhibit C and in the
Indenture.






     Subject to the representations, warranties and covenants described in the Indenture, any
amendment or supplement thereto, the Issuer shall be entitled,



 









 







subject to authorization by the Board of Directors of the Issuer and an Officers’ Certificate,
to issue additional notes from time to time under each series of notes issued hereby. Any such
additional notes of a series shall have identical terms as the Notes due 2009, the Notes due 2011
or the Notes due 2016, as the case may be, issued on the issue date, other than with respect to the
date of issuance and the issue price (together the “Additional Notes”). Any Additional Notes will
be issued in accordance with Section 2.03 of the Indenture and provisions set forth in the
Appendix.



     The Trustee shall be the initial calculation agent, transfer agent, registrar and paying agent
with respect to the Notes.



     Each such officer has read and understands the provisions of the Indenture and the definitions
relating thereto. The statements made in this Officers’ Certificate and in the Appendix are based
upon the examination of the provisions of the Indenture and upon the relevant books and records of
the Issuer. In such officers’ opinion, they have made such examination or investigation as is
necessary to enable such officers to express an informed opinion as to whether or not the covenants
and conditions of such Indenture relating to the issuance and authentication of the Notes have been
complied with. In such officers’ opinion, such covenants and conditions have been complied with.



 









 





     IN WITNESS WHEREOF, the undersigned officers of the Company and the Co-Issuer have duly
executed this certificate as of January 13, 2006.



	 	 	 	 	 
	 	ORACLE CORPORATION

 	 
	 	By:  	/s/
Safra A. Catz	 
	 	 	Name:  	Safra A. Catz	 
	 	 	Title:  	President and Chief Financial Officer	 
	 
	 	 	 
	 	By:  	
/s/ Eric R. Ball	 
	 	 	Name:  	Eric R. Ball	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	OZARK HOLDING INC.

 	 
	 	By:  	/s/
Safra A. Catz	 
	 	 	Name:  	Safra A. Catz	 
	 	 	Title:  	President and Chief Financial Officer	 
	 
	 	 	 
	 	By:  	
/s/ Eric R. Ball	 
	 	 	Name:  	Eric R. Ball	 
	 	 	Title:  	Treasurer	 
	 




 










 






RULE 144A/REGULATION S

APPENDIX




PROVISIONS RELATING TO THE INITIAL NOTES,

AND EXCHANGE NOTES




1. Definitions




          Capitalized terms used but not otherwise defined in this Appendix shall have the meanings
assigned in the Officers’ Certificate of which this Appendix is expressly made part, or, if not
defined therein, in the Indenture. For the purposes of this Appendix the following terms shall
have the meanings indicated below:




          “Applicable Procedures” means, with respect to any transfer or transaction involving a
Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of
the Depositary, Euroclear and Clearstream, for such a Temporary Regulation S Global Security, in
each case to the extent applicable to such transaction and as in effect from time to time.




          “Clearstream” means Clearstream Banking, société anonyme or any successor securities clearing
agency.




          “Definitive Security” means a certificated Initial Note or Exchange Note bearing, if required,
the restricted securities legend set forth in Section 2.4(e).




          “Distribution Compliance Period”, with respect to any Securities, means the period of 40
consecutive days beginning on and including the later of (i) the day on which such Securities are
first offered to Persons other than distributors (as defined in Regulation S under the Securities
Act) in reliance on Regulation S and (ii) the Issue Date with respect to such Securities.




          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any
successor securities clearing agency.




          “Exchange Notes” means (a) the applicable series of the following: (1) the Floating Rate Notes
due 2009; (2) the 5.00% Notes due 2011 and (3) the 5.25% Notes due 2016, each as issued pursuant to
the Indenture in exchange for, and in aggregate principal amount equal to, the applicable series of
Notes and (b) any Additional Notes in compliance with one or more Registration Rights Agreements.




          “Initial Notes” means (a) the applicable series of the following: (1) $1,500,000,000
aggregate principal amount of Floating Rate Notes due 2009; (2) $2,250,000,000 aggregate principal
amount of 5.00% Notes due 2011; and (3) $2,000,000,000 aggregate principal amount of 5.25% Notes
due 2016 and (b) any




 









 







Additional Notes, if any, issued in a transaction exempt from the registration requirements of
the Securities Act.




          “Initial Purchasers” means (1) with respect to the Initial Notes issued on the Issue Date, the
several initial purchasers listed on Schedule 1 of the Purchase Agreement dated January 10, 2006,
for whom Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Wachovia Capital Markets,
LLC acted as representatives and (2) with respect to each issuance of Additional Notes, the Persons
purchasing such Additional Notes under the related Purchase Agreement.




          “Permanent Regulation S Global Security” has the meaning assigned to such term in Section 2.1.




          “Purchase Agreement” means (1) with respect to the Initial Notes issued on the Issue Date, the
Purchase Agreement dated January 10, 2006, among the Company, the Co-Issuer and the Initial
Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or
underwriting agreement among the Issuer and the Persons purchasing such Additional Notes.




          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.




          “Registered Exchange Offer” means the offer by the Issuer, pursuant to a Registration Rights
Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange
for the Initial Notes, a like aggregate principal amount of Exchange Notes registered under the
Securities Act.




          “Registration Rights Agreement” means (1) with respect to the Initial Notes issued on the
Issue Date, the Registration Rights Agreement dated January 13, 2006, among the Company, the
Co-Issuer and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes
issued in a transaction exempt from the registration requirements of the Securities Act, the
registration rights agreement, if any, among the Issuer and the Persons purchasing such Additional
Notes under the related Purchase Agreement.




          “Regulation S” has the meaning assigned to such term in Section 2.1.




          “Rule 144A” has the meaning assigned to such term in Section 2.1.




          “Rule 144A Global Security” has the meaning assigned to such term in Section 2.1.




          “Rule 144A Securities” means all Notes offered and sold to QIBs in reliance on Rule 144A.




          “Securities” means the Initial Notes and the Exchange Notes, treated as a single class.




          “Securities Act” means the Securities Act of 1933, as amended.




 









 





          “Securities Custodian” means the custodian with respect to a Global Security (as appointed by
the Depositary), or any successor Person thereto and shall initially be the Trustee.




          “Shelf Registration Statement” means the registration statement, if any, filed by the Issuer
in connection with the resale of Initial Notes pursuant to a Registration Rights Agreement.




          “Temporary Regulation S Global Security” has the meaning assigned to such term in Section 2.1.




          “Transfer Restricted Securities” means Securities that bear or are required to bear the legend
relating to restrictions on transfer relating to the Securities Act set forth in Section 2.4(e)
hereto.



2. The Securities.




          2.1. Form and Dating. (a) The Initial Notes will be offered and sold by the Issuer pursuant
to the Purchase Agreement. The Initial Notes will be resold initially only to (i) QIBs in reliance
on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as
defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”).
The Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance
on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially
resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent Global
Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”) and
Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of
one or more temporary global securities in definitive, fully registered form (collectively, the
“Temporary Regulation S Global Security”), in each case without interest coupons and with the
global securities legend and restricted securities legend set forth in Exhibit 1 hereto, which
shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the
Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. The
initial Depositary for the Global Securities shall be The Depository Trust Company, New York, New
York.




          Beneficial ownership interests in the Temporary Regulation S Global Security will not be
exchangeable for interests in the Rule 144A Global Security, a permanent global security (the
“Permanent Regulation S Global Security”), or any other Security without a legend containing
restrictions on transfer of such Security prior to the expiration of the Distribution Compliance
Period and then only upon certification in form reasonably satisfactory to the Trustee that
beneficial ownership interests in such Temporary Regulation S Global Security are owned either by
non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require
registration under the Securities Act.




 









 





          The Rule 144A Global Security, the Temporary Regulation S Global Security and the Permanent
Regulation S Global Security are collectively referred to herein as “Global Securities”. The
aggregate principal amount of the Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter
provided.




          So long as the Initial Notes are represented by one or more Global Securities, notwithstanding
anything to the contrary contained herein, the principal and interest payable on the Securities
will be paid to the Depositary, or its nominee, as the registered owner of the Securities by wire
transfer of immediately available funds consistent with the terms hereof.




          (b) This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of
the Depositary.




          The Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b),
authenticate and deliver initially one or more Global Securities that (a) shall be registered in
the name of the Depositary for such Global Security or Global Securities or the nominee of such
Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary’s instructions or held by the Trustee as custodian for the Depositary.




          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
the Indenture with respect to any Global Security held on their behalf by the Depositary or by the
Trustee as the custodian of the Depositary or under such Global Security, and the Issuer, the
Trustee and any agent of the Issuer or the Trustee shall be entitled to treat the Depositary as the
absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Agent Members, the operation of customary
practices of such Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.




          2.2. Certificated Securities. Except as provided in Section 2.1 or Section 2.4, owners of
beneficial interests in Global Securities shall not be entitled to receive physical delivery of
Definitive Securities.




          2.3. Authentication. The Trustee shall authenticate and deliver (a) Initial Notes in (i) an
aggregate principal amount of $1,500,000,000 Floating Rate Notes due 2009; (ii) an aggregate
principal amount of $2,250,000,000 5.00% Notes due 2011; and (iii) an aggregate principal amount of
$2,000,000,000 5.25% Notes due 2016; (b) any Additional Notes for an original issue in an aggregate
principal amount specified in an Issuer Order and (c) Exchange Securities for issue only in a
Registered Exchange Offer pursuant to a Registration Rights




 









 




Agreement, for a like principal amount of Initial Notes upon an Issuer Order. Such order
shall specify the amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated.




          2.4. Transfer and Exchange.




          (a) Transfer and Exchange of Definitive Securities. When Definitive Securities are presented
to the Registrar or a co-registrar with a request:





               (x) to register the transfer of such Definitive Securities; or




               (y) to exchange such Definitive Securities for an equal principal amount of
Definitive Securities of other authorized denominations,


the Registrar or co-registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however, that the Definitive
Securities surrendered for transfer or exchange:





               (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Issuer and the Registrar or co-registrar, duly executed by
the Holder thereof, together with signature guarantees, or its counsel duly authorized in
writing; and




               (ii) if such Definitive Securities are required to bear a restricted securities
legend, they are being transferred or exchanged pursuant to an effective registration
statement under the Securities Act, pursuant to Section 2.4 or pursuant to clause (A), (B)
or (C) below, and are accompanied by the following additional information and documents,
as applicable:




                    (A) if such Definitive Securities are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or




                    (B) if such Definitive Securities are being transferred to the Issuer or its
Subsidiary, a certification to that effect; or




                    (C) if such Definitive Securities are being transferred (x) pursuant to an
exemption from registration in accordance with Rule 144A, Regulation S or Rule
144 under the Securities Act; or (y) in reliance upon another exemption from the
requirements of the Securities Act: (i) a certification to that effect (in the
form set forth on the reverse of the Security) and (ii) if the Issuer so
requests, an opinion of counsel or other evidence reasonably satisfactory to it
as to the compliance with the restrictions set forth in the legend set forth in
Section 2.4(e)(i).



 









 





          (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global
Security. A Definitive Security may not be exchanged for a beneficial interest in a Rule 144A
Global Security or a Permanent Regulation S Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed,
together with signature guarantees, or accompanied by appropriate instruments of transfer, in form
satisfactory to the Trustee, together with:





               (i) certification, in the form set forth on the reverse of the Security, that such
Definitive Security is either (A) being transferred to a QIB in accordance with Rule 144A
or (B) is being transferred after expiration of the Distribution Compliance Period by a
Person who initially purchased such Security in reliance on Regulation S to a buyer who
elects to hold its interest in such Security in the form of a beneficial interest in the
Permanent Regulation S Global Security; and




               (ii) written instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an adjustment on its books and records with respect to such Rule 144A
Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent
Regulation S Global Security (in the case of a transfer pursuant to clause (b)(i)(B)) to
reflect an increase in the aggregate principal amount of the Securities represented by the
Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, such
instructions to contain information regarding the Depositary account to be credited with
such increase,


then the Trustee shall cancel such Definitive Security and cause, or direct the Securities
Custodian to cause, in accordance with the standing instructions and procedures existing between
the Depositary and the Securities Custodian, the aggregate principal amount of Securities
represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as
applicable, to be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security or Permanent Regulation S
Global Security, as applicable, equal to the principal amount of the Definitive Security so
cancelled. If no Rule 144A Global Securities or Permanent Regulation S Global Securities, as
applicable, are then Outstanding, the Issuer shall issue and the Trustee shall authenticate, upon a
written order of the Issuer in the form of an Officers’ Certificate of the Company, a new Rule 144A
Global Security or Permanent Regulation S Global Security, as applicable, in the appropriate
principal amount.




          (c) Transfer and Exchange of Global Securities. (i) The transfer and exchange of Global
Securities or beneficial interests therein shall be effected through the Depositary, in accordance
with Section 2.08 and Section 2.13 of the Indenture (and including applicable restrictions on
transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of
a beneficial interest




 









 







in a Global Security shall deliver to the Registrar a written order given in accordance with
the Depositary’s procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in the Global Security. The Registrar shall,
in accordance with such instructions, instruct the Depositary to credit to the account of the
Person specified in such instructions a beneficial interest in the Global Security and to debit the
account of the Person making the transfer the beneficial interest in the Global Security being
transferred.





               (i) If the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar shall reflect
on its books and records the date and an increase in the principal amount of the Global
Security to which such interest is being transferred in an amount equal to the principal
amount of the interest to be so transferred, and the Registrar shall reflect on its books
and records the date and a corresponding decrease in the principal amount of the Global
Security from which such interest is being transferred.




               (ii) Notwithstanding any other provisions of this Appendix (other than the provisions
set forth in Section 2.13 of the Indenture), a Global Security may not be transferred as a
whole except by the Depositary for such series to a nominee of the Depositary for such
series or by a nominee of the Depositary for such series to the Depositary for such series
or another nominee of the Depositary for such series or by the Depositary for such series
or any such nominee to a successor Depositary for such series selected or approved by the
Issuer or a nominee of such successor Depositary for such series.




               (iii) In the event that a Global Security is exchanged for Definitive Securities
pursuant to Section 2.13 of the Indenture, prior to the consummation of a Registered
Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such
Securities, such Securities may be exchanged only in accordance with such procedures as
are substantially consistent with the provisions of this Section 2.4 (including the
certification requirements set forth on the reverse of the Initial Notes intended to
ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and
such other procedures as may from time to time be adopted by the Issuer.



          (d) Restrictions on Transfer of Temporary Regulation S Global Securities. During the
Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global
Securities may only be sold, pledged or transferred through Euroclear or Clearstream in accordance
with the Applicable Procedures and only (i) to the Issuer or one of its subsidiaries, (ii) so long
as such Security is eligible for resale pursuant to Rule 144A, to a Person whom the selling holder
reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom
notice is given that the resale, pledge or transfer is

 









 








being made in reliance on Rule 144A, (iii) in an offshore transaction in accordance with
Regulation S, (iv) pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if applicable) under the Securities Act or (v) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any applicable securities laws
of any state of the United States.




          (e) Legend.





               (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each
Security certificate evidencing the Global Securities (and all Securities issued in
exchange therefor or in substitution thereof) shall bear a legend in substantially the
following form:




THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND
BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG ORACLE CORPORATION, OZARK
HOLDING INC. AND THE INITIAL PURCHASERS, DATED JANUARY 13, 2006 (THE “REGISTRATION RIGHTS
AGREEMENT”). THE ISSUER WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A
HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO IT AT ITS PRINCIPAL PLACE OF BUSINESS.




THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER OR
ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO



 









 






RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN THE FORMS OF
EXHIBITS TO THE INDENTURE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.


Each Definitive Security will also bear the following additional legend:





IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.




               (ii) Upon any sale or transfer of a Transfer Restricted Security (including any
Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under
the Securities Act, the Registrar shall permit the transferee thereof to exchange such
Transfer Restricted Security for a certificated Security that does not bear the legend set
forth above and rescind any restriction on the transfer of such Transfer Restricted
Security, if the transferor thereof certifies in writing to the Registrar that such sale
or transfer was made in reliance on Rule 144 (such certification to be in the form set
forth on the reverse of the Security).




               (iii) After a transfer of any Initial Notes pursuant to and during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial Notes, all
requirements pertaining to legends relating to the restrictions on transfer relating to
the Securities Act on such Initial Note will cease to apply, the requirements requiring
any such Initial Note issued to certain Holders be issued in global form will cease to
apply, and a certificated Initial Note or an Initial Note in global form, in each case
without restrictive transfer legends, will be available to the transferee



 









 






of the Holder of such Initial Note upon exchange of such transferring Holder’s
certificated Initial Note or appropriate directions to transfer such Holder’s interest in
the Global Security, as applicable.




               (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial
Notes, all requirements pertaining to such Initial Notes that Initial Notes issued to
certain Holders be issued in global form will still apply with respect to Holders of such
Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated
or global form, in each case without the restrictive securities legend relating to the
restrictions on transfer relating to the Securities Act set forth in Exhibit 1 hereto will
be available to Holders that exchange such Notes in such Registered Exchange Offer.



          (f) Cancellation or Adjustment of Global Security. At such time as all beneficial interests
in a Global Security have either been exchanged for Definitive Securities, redeemed, purchased or
canceled, such Global Security shall be returned to the Depositary for cancellation or retained and
canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the
principal amount of Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.





(g) Obligations with Respect to Transfers and Exchanges of Securities.




               (i) To permit registrations of transfers and exchanges, the Issuer shall execute and
the Trustee shall authenticate Definitive Securities and Global Securities at the
Registrar’s or co-registrar’s request.




               (ii) No service charge shall be made for any registration of transfer or exchange,
but the Issuer or the Trustee may require payment of a sum sufficient to cover any
transfer tax, assessments, or similar governmental charge payable in connection therewith
(other than any such transfer taxes, assessments or similar governmental charge payable
upon exchange or transfer pursuant to Sections 2.08 and 2.09 of the Indenture).




               (iii) Neither the Issuer nor the Trustee shall be required to exchange or register a
transfer of (a) any Securities of any series for a period of 15 days preceding the first
mailing of notice of redemption of Securities of such series to be redeemed, or (b) any
Securities selected, called or being called for redemption except, in the case of any
Security where public notice has been given that such Security is to be redeemed in part,
the portion thereof not so to be redeemed.



 









 






               (iv) Prior to the due presentation for registration of transfer of any Security, the
Issuer, the Trustee, the paying agent, the Registrar or any co-registrar may deem and
treat the person in whose name a Security is registered as the absolute owner of such
Security for the purpose of receiving payment of principal of and interest on such
Security and for all other purposes whatsoever, whether or not such Security is overdue,
and none of the Issuer, the Trustee, the paying agent, the Registrar or any co-registrar
shall be affected by notice to the contrary.




               (v) All Securities issued upon any transfer or exchange pursuant to the terms of the
Officers’ Certificate to which the Appendix is attached and the Indenture shall evidence
the same debt and shall be entitled to the same benefits under the Indenture as the
Securities surrendered upon such transfer or exchange.




(h) No Obligation of the Trustee.




               (i) The Trustee shall have no responsibility or obligation to any beneficial owner of
a Global Security, a member of, or a participant in the Depositary or other Person with
respect to the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any beneficial ownership interest in the
Securities or with respect to the delivery to any participant, member, beneficial owner or
other Person (other than the Depositary) of any notice (including any notice of
redemption) or the payment of any amount, under or with respect to such Securities. All
notices and communications to be given to the Holders and all payments to be made to
Holders under the Securities shall be given or made only to or upon the order of the
registered Holders (which shall be the Depositary or its nominee in the case of a Global
Security). The rights of beneficial owners in any Global Security shall be exercised only
through the Depositary subject to the applicable rules and procedures of the Depositary.
The Trustee may rely and shall be fully protected in relying upon information furnished by
the Depositary with respect to its members, participants and any beneficial owners.




               (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as
to compliance with any restrictions on transfer imposed under this Officers’ Certificate
or the Indenture or under applicable law with respect to any transfer of any interest in
any Security (including any transfers between or among Depositary participants, members or
beneficial owners in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do
so if and when expressly required by, the terms of Officers’ Certificate or the Indenture,
and to examine the same to determine substantial compliance as to form with the express
requirements hereof.




 










 






EXHIBIT 1

to

APPENDIX




[Global Securities Legend]




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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 A BENEFICIAL INTEREST HEREIN.



     TRANSFERS OF THIS NOTE ARE 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 NOTE
ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.



     [[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE CLOSING OF THE OFFERING, AN OFFER
OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT)
MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE
OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]



[Restricted Securities Legend]




     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE
HEREOF, AGREES ON ITS OWN



 









 







BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT
IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE),
ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM IN THE FORMS OF EXHIBITS TO THE INDENTURE. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.



[Temporary Regulation S Global Security Legend]




     EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL
SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH
DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY
DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE
SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE
THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED
SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY



 









 







REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK
S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AND ONLY (I)
TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY
OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.



     BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR
INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A
TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S
GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS
CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.



     BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES
DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER
THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS
TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT
IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF
AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, THE INTEREST TRANSFERRED



 









 







WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK S.A./N.V. OR CLEARSTREAM BANKING,
SOCIÉTÉ ANONYME.



[Definitive Securities Legend]




     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



 









 





EXHIBIT A




[FORM OF NOTE DUE 2009]



ORACLE CORPORATION

OZARK HOLDING INC.

Floating Rate Note due 2009




			
	No.
	 	CUSIP No.:
	 
	 	ISIN No.:






     $



     ORACLE CORPORATION, a Delaware corporation (the “Company”, which term includes any successor
corporation), and OZARK HOLDING INC., a Delaware corporation (the “Co-Issuer”, which term includes
any successor corporation), for value received jointly and severally promise to pay to CEDE & CO.
or registered assigns, the principal sum of
                  DOLLARS on January 13, 2009.



     Interest Payment Dates: January 13, April 13, July 13 and October 13 (each, an “Interest
Payment Date”), commencing on April 13, 2006.



     Interest Record Dates: the Business Day preceding the Interest Payment Date (the “Interest
Record Date”).



     Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place.



 









 






     IN WITNESS WHEREOF, each of the Company and the Co-Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officer.



	 	 	 	 
	 

	 	ORACLE CORPORATION
	 
	 	 
	 

	 	By:
	 

	 	 	 
	 

	 	 	Name:
	 

	 	 	Title:
	 
	 	 
	 

	 	By:
	 

	 	 	 
	 

	 	 	Name:
	 

	 	 	Title:
	 
	 	 
	 

	 	OZARK HOLDING INC.
	 

	 	By:
	 

	 	 	 
	 

	 	 	Name:
	 

	 	 	Title:
	 
	 	 
	 

	 	By:
	 

	 	 	 
	 

	 	 	Name:
	 

	 	 	Title:






 









 






     This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.



Dated: January 13, 2006




	 	 	 	 	 
	 	CITIBANK, N.A.,


as Trustee

 	 
	 	By:  	_____________________________
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



(REVERSE OF NOTE)



ORACLE CORPORATION 

OZARK HOLDING INC.

Floating Rate Note due 2009





     1. Interest.



     The Issuer promises to pay interest on the principal amount of this Note at the rate per annum
described above. Cash interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from January 13, 2006. The Issuer will
pay interest quarterly in arrears on each Interest Payment Date, commencing April 13, 2006.
Interest will be computed on the basis of the actual number of days in an interest period and a
360-day year.



     The Issuer shall pay interest on overdue principal from time to time on demand at the rate
borne by the Notes and on overdue installments of interest (without regard to any applicable grace
periods) to the extent lawful.



     The interest rate for each interest period will be determined by the calculation agent.
Initially, Citibank, N.A. will act as calculation agent. The Issuer may change any calculation
agent without notice to the Holders. The interest rate for a particular interest period will be a
per annum rate equal to three-month LIBOR as determined on the interest determination date plus
0.23%. The interest determination date for an interest period will be the second London business
day preceding such interest period.



     A London business day is a day on which dealings in deposits in U.S. dollars are transacted in
the London interbank market.



     On any interest determination date, LIBOR will be equal to the offered rate for deposits in
U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as such
rate appears on “Telerate Page 3750” at approximately 11:00 a.m., London time, on such interest
determination date. If on an interest determination date, such rate does not appear on the
“Telerate Page 3750” as of 11:00 a.m. (London time), or if the “Telerate Page 3750” is not
available on such date, the Trustee will obtain such rate from Bloomberg L.P. page “BBAM.”



     If no offered rate appears on “Telerate Page 3750” or Bloomberg L.P. page “BBAM” on an
interest determination date at approximately 11:00 a.m., London time, then the calculation agent
(after consultation with the Issuer) will select four major banks in the London interbank market
and shall request each of



 









 







their principal London offices to provide a quotation of the rate at which three-month
deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the
London interbank market, on that date and at that time, that is representative of single
transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic
average of the quotations provided. Otherwise, the calculation agent will select three major banks
in New York City and shall request each of them to provide a quotation of the rate offered by them
at approximately 11:00 a.m., New York City time, on the interest determination date for loans in
U.S. dollars to leading European banks having an index maturity of three months for the applicable
interest period in an amount of at least $1,000,000 that is representative of single transactions
at that time. If three quotations are provided, LIBOR will be the arithmetic average of the
quotations provided. Otherwise, the rate of LIBOR for the next interest period will be set equal to
the rate of LIBOR for the then current interest period.



     Upon request from any Holder, the calculation agent will provide the interest rate in effect
on the Notes for the current interest period and, if it has been determined, the interest rate to
be in effect for the next interest period.



     Dollar amounts resulting from such calculation will be rounded to the nearest cent, with
one-half cent being rounded upward.



     2. Paying Agent.



     Initially, Citibank, N.A. (the “Trustee”) will act as paying agent. The Issuer may change any
paying agent without notice to the Holders.



     3. Indenture; Defined Terms.



     This Note is one of the Floating Rate Notes due 2009 (the “Notes”) issued under an Indenture,
dated as of January 13, 2006, among the Company, the Co-Issuer and the Trustee, and an Officers’
Certificate dated January 13, 2006, issued pursuant to Section 2.01 and Section 2.03 thereto
(together, the “Indenture”). This Note is a “Security” and the Notes are “Securities” under the
Indenture.



     For purposes of this Note, the “Issuer” means, unless otherwise explicitly provided in this
Note or the Indenture, each of the Company and the Co-Issuer until the consummation of the
Discharge Event, from which time the “Issuer” shall mean solely the Remaining Obligor. Unless
otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms
of the Notes 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) (the “TIA”), as in
effect on the date of the Indenture until such time as the Indenture is qualified under the TIA,
and thereafter as in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and
holders of Notes are



 









 







referred to the Indenture and the TIA for a statement of them. To the extent the terms of the
Indenture and this Note are inconsistent, the terms of the Indenture shall govern.



     4. Discharge of One of the Obligors on this Note; Remaining Obligor



     Upon the consummation of a Discharge Event, either the Company or the Co-Issuer will be
discharged from the obligation to pay the principal and interest on the Notes and from all other
obligations and covenants under the Indenture and the Notes, and the Remaining Obligor shall be the
sole Issuer (and sole obligor) under the Notes and the Indenture.



     5. Denominations; Transfer; Exchange.



     The Notes are in registered form, without coupons, in denominations of $1,000 and multiples of
$1,000. A Holder shall register the transfer or exchange of Notes in accordance with the
Indenture. The Issuer may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue,
authenticate, register the transfer of or exchange any Notes or portions thereof for a period of
fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the
transfer or exchange of any Note selected for redemption in whole or in part.



     6. Registration Rights



     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated January 13, 2006, between the Company, the Co-Issuer and the Initial Purchasers named therein
(the “Registration Rights Agreement”). The interest rate on this Note will increase by a rate of
0.25% per annum upon the occurrence of certain events specified in the Registration Rights
Agreement for the periods specified therein.



     7. Amendment; Supplement; Waiver.



     Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the
Notes may be amended or supplemented and any existing default or Event of Default or compliance
with certain provisions may be waived with the written consent of the Holders of at least a
majority in aggregate principal amount of all series of Outstanding Securities (including the
Notes) under the Indenture that are affected by such amendment, supplement or waiver (voting as a
single class). Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or
inconsistency or comply with any requirements of the Commission in connection with the
qualification of the



 









 







Indenture under the TIA, or make any other change that does not adversely affect the rights of
any Holder of a Note.



     8. Redemption.



     The Issuer may at its option redeem any of the Notes in whole or in part at any time on or
after January 16, 2007, at the principal amount of the Notes being redeemed, plus accrued interest.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. Unless the Issuer defaults in payment
of the redemption price, on and after the redemption date, interest will cease to accrue on the
Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed,
the Notes to be redeemed shall be selected by lot by the Depositary, in the case of Notes
represented by a Global Note, or by the Trustee by a method the Trustee deems to be fair and
appropriate, in the case of Notes that are not represented by a Global Note.



     9. Defaults and Remedies.



     If an Event of Default (other than certain bankruptcy Events of Default with respect to the
Issuer) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee
may and, at the direction of the Holders of at least 25% in principal amount of the outstanding
Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount
of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a
bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire
principal amount of the Outstanding Notes will automatically become due immediately and payable
without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes
may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably
requires. The Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain
continuing defaults or Events of Default if it determines that withholding notice is in their
interest.



     10. Authentication.



     This Note shall not be valid until the Trustee manually signs the certificate of
authentication on this Note.



 









 





     11. Abbreviations and Defined Terms.



     Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as:
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform
Gifts to Minors Act).



     12. CUSIP Numbers.



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on
the Notes and reliance may be placed only on the other identification numbers printed hereon.



     13. Governing Law.



     The laws of the State of New York shall govern the Indenture and this Note thereof.




 










 








ASSIGNMENT FORM




To assign this Note, fill in the form below:




I or we assign and transfer this Note 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 Note on the books of
the Issuer. The agent may substitute another to act for him.




 





Date:                                          Your Signature:                                                                                 




 






Sign exactly as your name appears on the other side of this Note.



In connection with any transfer of any of the Notes evidenced by this certificate occurring prior
to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later
of the date of original issuance of such Notes and the last date, if any, on which such Notes were
owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are
being transferred in accordance with its terms:




CHECK ONE BOX BELOW




	 	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	o
	 	to the Issuer; or
	 
	 

	 	 	(2	)	 	o
	 	pursuant to an effective registration statement under the
United States Securities Act of 1933; or
	 
	 

	 	 	(3	)	 	o
	 	inside the United States to a “qualified institutional buyer”
(as defined in Rule 144A under the United States Securities
Act of 1933) that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is
given that such transfer is being made in reliance on Rule
144A, in each case pursuant to and in compliance with Rule
144A under the United States Securities Act of 1933; or






 









 









	 	 	 	 	 	 	 	 	 
	 

	 	 	(4	)	 	o
	 	outside the United States in an offshore transaction within
the meaning of Regulation S under the United States
Securities Act in compliance with Rule 904 under the United
States Securities Act of 1933; or
	 
	 

	 	 	(5	)	 	o
	 	pursuant to the exemption from registration provided by Rule
144 under the United States Securities Act of 1933.







Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be
entitled to require, prior to registering any such transfer of the Notes, such legal
opinions, certifications and other information as the Issuer has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the United States Securities
Act of 1933, such as the exemption provided by Rule 144 under such Act.



	 	 	 	 
	 	 	 	 

	 	 	 	Signature
	Signature Guarantee:
	 
	 	 	 

	Signature must be guaranteed	Signature





     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.



 









 





TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the United
States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Issuer as the undersigned
has requested pursuant to Rule 144A or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.



	 	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Notice:
	 	To be executed by	 	 
	 

	 	 	 	 	 	 	 	an executive officer	 	 






 









 






SCHEDULE OF EXCHANGES OF NOTES



The following exchanges of a part of this Global Note for Physical Notes or a part of another
Global Note have been made:




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Principal amount of	 	 
	 

	 	 	 	 	 	this Global Note	 	 
	 

	 	Amount of decrease
	 	Amount of increase
	 	following such
	 	Signature of
	 

	 	in principal amount
	 	in principal amount
	 	decrease (or
	 	authorized officer of
	Date of Exchange

	 	of this Global Note
	 	of this Global Note
	 	increase)
	 	Trustee
	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT B




[FORM OF NOTE DUE 2011]




ORACLE CORPORATION

OZARK HOLDING INC.

5.00% Note due 2011




	 	 	 
	No.

	 	CUSIP No.:

ISIN No.:




$









     ORACLE CORPORATION, a Delaware corporation (the “Company”, which term includes any successor
corporation), and OZARK HOLDING INC., a Delaware corporation (the “Co-Issuer”, which term includes
any successor corporation), for value received jointly and severally promise to pay to CEDE & CO.
or registered assigns, the principal sum of                      DOLLARS on January 15, 2011.



     Interest Payment Dates: January 15 and July 15 (each, an “Interest Payment Date”), commencing
on July 15, 2006.



     Interest Record Dates: January 1 and July 1 (each, an “Interest Record Date”).



     Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place.



 









 





     IN WITNESS WHEREOF, each of the Company and the Co-Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officer.



	 	 	 	 	 	 	 
	 	 	ORACLE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	OZARK HOLDING INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 







     This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.



Dated: January 13, 2006




	 	 	 	 	 	 	 
	 
	CITIBANK, N.A.,
	 
	     as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 







 










 






(REVERSE OF NOTE)




ORACLE CORPORATION

OZARK HOLDING INC.

5.00% Note due 2011




     14. Interest.



     The Issuer promises to pay interest on the principal amount of this Note at the rate per annum
shown above. Cash interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from January 13, 2006. The Issuer will pay
interest semi-annually in arrears on each Interest Payment Date, commencing July 15, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months in a manner
consistent with Rule 11620(b) of the NASD Uniform Practice Code.



     The Issuer shall pay interest on overdue principal from time to time on demand at the rate
borne by the Notes and on overdue installments of interest (without regard to any applicable grace
periods) to the extent lawful.



     15. Paying Agent.



     Initially, Citibank, N.A. (the “Trustee”) will act as paying agent. The Issuer may change any
paying agent without notice to the Holders.



     16. Indenture; Defined Terms.



     This Note is one of the 5.00% Notes due 2011 (the “Notes”) issued under an Indenture, dated as
of January 13, 2006, among the Company, the Co-Issuer and the Trustee, and an Officers’ Certificate
dated January 13, 2006, issued pursuant to Section 2.01 and Section 2.03 thereto (together, the
“Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture.



     For purposes of this Note, the “Issuer” means, unless otherwise explicitly provided in this
Note or the Indenture, each of the Company and the Co-Issuer until the consummation of the
Discharge Event, from which time the “Issuer” shall mean solely the Remaining Obligor. Unless
otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms
of the Notes 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) (the “TIA”), as in
effect on the date of the Indenture until such time as the Indenture is qualified under the TIA,
and thereafter as in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and
holders of Notes are




 









 







referred to the Indenture and the TIA for a statement of them. To the extent
the
terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall
govern.




     17. Discharge of One of the Obligors on this Note; Remaining Obligor



     Upon the consummation of a Discharge Event, either the Company or the Co-Issuer will be
discharged from the obligation to pay the principal and interest on the Notes and from all other
obligations and covenants under the Indenture and the Notes, and the Remaining Obligor shall be the
sole Issuer (and sole obligor) under the Notes and the Indenture.



     18. Denominations; Transfer; Exchange.



     The Notes are in registered form, without coupons, in denominations of $1,000 and multiples of
$1,000. A Holder shall register the transfer or exchange of Notes in accordance with the
Indenture. The Issuer may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue,
authenticate, register the transfer of or exchange any Notes or portions thereof for a period of
fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the
transfer or exchange of any Note selected for redemption in whole or in part.



     19. Registration Rights



     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated January 13, 2006, between the Company, the Co-Issuer and the Initial Purchasers named therein
(the “Registration Rights Agreement”). The interest rate on this Note will increase by a rate of
0.25% per annum upon the occurrence of certain events specified in the Registration Rights
Agreement for the periods specified therein.



     20. Amendment; Supplement; Waiver.



     Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the
Notes may be amended or supplemented and any existing default or Event of Default or compliance
with certain provisions may be waived with the written consent of the Holders of at least a
majority in aggregate principal amount of all series of Outstanding Securities (including the
Notes) under the Indenture that are affected by such amendment, supplement or waiver (voting as a
single class). Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or
inconsistency or comply with any requirements of the Commission in connection with the
qualification of the




 









 







Indenture under the TIA, or make any other change that does not adversely
affect the rights of any Holder of a Note.




     21. Redemption.



     The Issuer may at its option redeem any of the Notes in whole or in part at any time, each at
a redemption price calculated by the Issuer equal to the greater of:



     (i) 100% of the principal amount of the Notes to be redeemed, and



     (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points,


plus in each case accrued interest thereon to the date of redemption.




     Notwithstanding the foregoing, installments of interest on Notes that are due and payable on
interest payment dates falling on or prior to a redemption date will be payable on the interest
payment date to the registered Holders as of the close of business on the relevant record date
according to the Notes and the Indenture.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes 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 Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if
only one Reference Treasury Dealer Quotation is received, such quotation.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.



     “Reference Treasury Dealer” means (i) Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. or Wachovia Capital Markets, LLC (or their respective affiliates that are Primary Treasury
Dealers) and their respective successors; provided, however, that if any of the foregoing shall
cease to be a




 









 







primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the obligor will substitute therefor another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Issuer.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Quotation Agent, 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 Quotation Agent by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming 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.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. Unless the Issuer defaults in payment
of the redemption price, on and after the redemption date, interest will cease to accrue on the
Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed,
the Notes to be redeemed shall be selected by lot by the Depositary, in the case of Notes
represented by a Global Note, or by the Trustee by a method the Trustee deems to be fair and
appropriate, in the case of Notes that are not represented by a Global Note.



     22. Defaults and Remedies.



     If an Event of Default (other than certain bankruptcy Events of Default with respect to the
Issuer) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee
may and, at the direction of the Holders of at least 25% in principal amount of the outstanding
Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount
of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a
bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire
principal amount of the Outstanding Notes will automatically become due immediately and payable
without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes
may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably
requires. The Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain




 









 







continuing defaults or Events of Default if it determines that withholding notice is in their
interest.




     23. Authentication.



     This Note shall not be valid until the Trustee manually signs the certificate of
authentication on this Note.



     24. Abbreviations and Defined Terms.



     Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as:
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform
Gifts to Minors Act).



     25. CUSIP Numbers.



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on
the Notes and reliance may be placed only on the other identification numbers printed hereon.



     26. Governing Law.



     The laws of the State of New York shall govern the Indenture and this Note thereof.



 









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note 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 Note on the books of
the Issuer. The agent may substitute another to act for him.




 





Date:                                          Your Signature:                                                                                 




 





Sign exactly as your name appears on the other side of this Note.



In connection with any transfer of any of the Notes evidenced by this certificate occurring prior
to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later
of the date of original issuance of such Notes and the last date, if any, on which such Notes were
owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are
being transferred in accordance with its terms:



CHECK ONE BOX BELOW




	 	 	 	 	 	 	 
	 

	 	(1) 
	 	o
	 	to the Issuer; or
	 
	 	 	 	 	 	 
	 

	 	(2) 
	 	o
	 	pursuant to an effective registration statement under the
United States Securities Act of 1933; or
	 
	 	 	 	 	 	 
	 

	 	(3) 
	 	o
	 	inside the United States to a “qualified institutional buyer”
(as defined in Rule 144A under the United States Securities
Act of 1933) that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is
given that such transfer is being made in reliance on Rule
144A, in each case pursuant to and in compliance with Rule
144A under the United States Securities Act of 1933; or







 









 








	 	 	 	 	 	 	 
	 

	 	(4) 
	 	o
	 	outside the United States in an offshore transaction within
the meaning of Regulation S under the United States
Securities Act in compliance with Rule 904 under the United
States Securities Act of 1933; or
	 
	 	 	 	 	 	 
	 

	 	(5) 
	 	o
	 	pursuant to the exemption from registration provided by Rule
144 under the United States Securities Act of 1933.
	 
	 	 	 	 	 	 
	 	 	Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be
entitled to require, prior to registering any such transfer of the Notes, such legal
opinions, certifications and other information as the Issuer has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the United States Securities
Act of 1933, such as the exemption provided by Rule 144 under such Act.






	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Signature
	 
	 	 	 	 
	Signature Guarantee:
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Signature must be guaranteed

	 	 	 	Signature






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.



 









 





TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the United
States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Issuer as the undersigned
has requested pursuant to Rule 144A or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.



	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Notice:
	 	To be executed by
	 

	 	 	 	 	 	 	 	an executive officer






 









 






SCHEDULE OF EXCHANGES OF NOTES



The following exchanges of a part of this Global Note for Physical Notes or a part of another
Global Note have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal amount of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	this Global Note	 	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of	 
	 	 	in principal amount	 	 	in principal amount	 	 	decrease (or	 	 	authorized officer of	 
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	Trustee	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 








EXHIBIT C




[FORM OF NOTE DUE 2016]




ORACLE CORPORATION

OZARK HOLDING INC.

5.25% Note due 2016




			
	No.
	 	CUSIP No.:
	 
	 	ISIN No.:
	 	 	 
	 
	 	$






     ORACLE CORPORATION, a Delaware corporation (the “Company”, which term includes any successor
corporation), and OZARK HOLDING INC., a Delaware corporation (the “Co-Issuer”, which term includes
any successor corporation), for value received jointly and severally promise to pay to CEDE & CO.
or registered assigns, the principal sum of
___  DOLLARS on January 15, 2016.



     Interest Payment Dates: January 15 and July 15 (each, an “Interest Payment Date”), commencing
on July 15, 2006.



     Interest Record Dates: January 1 and July 1 (each, an “Interest Record Date”).



     Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place.



 









 





     IN WITNESS WHEREOF, each of the Company and the Co-Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officer.



	 	 	 	 	 
	 	ORACLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	OZARK HOLDING INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 




     This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.


Dated: January 13, 2006




	 	 	 	 	 
	 	CITIBANK, N.A.,

   as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




 










 






(REVERSE OF NOTE)




ORACLE CORPORATION

OZARK HOLDING INC.

5.25% Note due 2016




     27. Interest.



     The Issuer promises to pay interest on the principal amount of this Note at the rate per annum
shown above. Cash interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from January 13, 2006. The Issuer will pay
interest semi-annually in arrears on each Interest Payment Date, commencing July 15, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months in a manner
consistent with Rule 11620(b) of the NASD Uniform Practice Code.



     The Issuer shall pay interest on overdue principal from time to time on demand at the rate
borne by the Notes and on overdue installments of interest (without regard to any applicable grace
periods) to the extent lawful.



     28. Paying Agent.



     Initially, Citibank, N.A. (the “Trustee”) will act as paying agent. The Issuer may change any
paying agent without notice to the Holders.



     29. Indenture; Defined Terms.



     This Note is one of the 5.25% Notes due 2016 (the “Notes”) issued under an Indenture, dated as
of January 13, 2006, among the Company, the Co-Issuer and the Trustee, and an Officers’ Certificate
dated January 13, 2006, issued pursuant to Section 2.01 and Section 2.03 thereto (together, the
“Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture.



     For purposes of this Note, the “Issuer” means, unless otherwise explicitly provided in this
Note or the Indenture, each of the Company and the Co-Issuer until the consummation of the
Discharge Event, from which time the “Issuer” shall mean solely the Remaining Obligor. Unless
otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms
of the Notes 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) (the “TIA”), as in
effect on the date of the Indenture until such time as the Indenture is qualified under the TIA,
and thereafter as in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and
holders of Notes are referred to



 









 




the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture
and this Note are inconsistent, the terms of the Indenture shall govern.




     30. Discharge of One of the Obligors on this Note; Remaining Obligor



     Upon the consummation of a Discharge Event, either the Company or the Co-Issuer will be
discharged from the obligation to pay the principal and interest on the Notes and from all other
obligations and covenants under the Indenture and the Notes, and the Remaining Obligor shall be the
sole Issuer (and sole obligor) under the Notes and the Indenture.



     31. Denominations; Transfer; Exchange.



     The Notes are in registered form, without coupons, in denominations of $1,000 and multiples of
$1,000. A Holder shall register the transfer or exchange of Notes in accordance with the
Indenture. The Issuer may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue,
authenticate, register the transfer of or exchange any Notes or portions thereof for a period of
fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the
transfer or exchange of any Note selected for redemption in whole or in part.



     32. Registration Rights



     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated January 13, 2006, between the Company, the Co-Issuer and the Initial Purchasers named therein
(the “Registration Rights Agreement”). The interest rate on this Note will increase by a rate of
0.25% per annum upon the occurrence of certain events specified in the Registration Rights
Agreement for the periods specified therein.



     33. Amendment; Supplement; Waiver.



     Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the
Notes may be amended or supplemented and any existing default or Event of Default or compliance
with certain provisions may be waived with the written consent of the Holders of at least a
majority in aggregate principal amount of all series of Outstanding Securities (including the
Notes) under the Indenture that are affected by such amendment, supplement or waiver (voting as a
single class). Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or
inconsistency or comply with any requirements of the Commission in connection with the
qualification of the Indenture under the TIA, or make any other change that does not adversely
affect the rights of any Holder of a Note.



     34. Redemption.



 









 





     The Issuer may at its option redeem any of the Notes in whole or in part at any time, each at
a redemption price calculated by the Issuer equal to the greater of:



     (i) 100% of the principal amount of the Notes, and



     (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis points,



plus in each case accrued interest thereon to the date of redemption.



     Notwithstanding the foregoing, installments of interest on Notes that are due and payable on
interest payment dates falling on or prior to a redemption date will be payable on the interest
payment date to the registered Holders as of the close of business on the relevant record date
according to the Notes and the Indenture.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes 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 Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if
only one Reference Treasury Dealer Quotation is received, such quotation.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.



     “Reference Treasury Dealer” means (i) Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. or Wachovia Capital Markets, LLC (or their respective affiliates that are Primary Treasury
Dealers) and their respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the obligor will substitute therefor another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Issuer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Quotation Agent, 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 Quotation Agent by



 









 




such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.




     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming 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.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. Unless the Issuer defaults in payment
of the redemption price, on and after the redemption date, interest will cease to accrue on the
Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed,
the Notes to be redeemed shall be selected by lot by the Depositary, in the case of Notes
represented by a Global Note, or by the Trustee by a method the Trustee deems to be fair and
appropriate, in the case of Notes that are not represented by a Global Note.



     35. Defaults and Remedies.



     If an Event of Default (other than certain bankruptcy Events of Default with respect to the
Issuer) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee
may and, at the direction of the Holders of at least 25% in principal amount of the outstanding
Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount
of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a
bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire
principal amount of the Outstanding Notes will automatically become due immediately and payable
without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes
may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably
requires. The Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain
continuing defaults or Events of Default if it determines that withholding notice is in their
interest.



     36. Authentication.



     This Note shall not be valid until the Trustee manually signs the certificate of
authentication on this Note.



     37. Abbreviations and Defined Terms.



     Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as:
TEN COM (= tenants in common), TEN ENT (= tenants by the



 









 




entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




     38. CUSIP Numbers.



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on
the Notes and reliance may be placed only on the other identification numbers printed hereon.



     39. Governing Law.



     The laws of the State of New York shall govern the Indenture and this Note thereof.



 









 





ASSIGNMENT FORM




To assign this Note, fill in the form below:




I or we assign and transfer this Note 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 Note on the books of
the Issuer. The agent may substitute another to act for him.




 





Date: ______________________ Your Signature: _________________________




 





Sign exactly as your name appears on the other side of this Note.



In connection with any transfer of any of the Notes evidenced by this certificate occurring prior
to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later
of the date of original issuance of such Notes and the last date, if any, on which such Notes were
owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are
being transferred in accordance with its terms:




CHECK ONE BOX BELOW




	 	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	o
	 	to the Issuer; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	o
	 	pursuant to an effective registration statement under the
United States Securities Act of 1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	o
	 	inside the United States to a “qualified institutional buyer”
(as defined in Rule 144A under the United States Securities
Act of 1933) that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is
given that such transfer is being made in reliance on Rule
144A, in each case pursuant to and in compliance with Rule
144A under the United States Securities Act of 1933; or






 









 






	 	 	 	 	 	 	 
	 

	 	(4) 
	 	o
	 	outside the United States in an offshore transaction within
the meaning of Regulation S under the United States
Securities Act in compliance with Rule 904 under the United
States Securities Act of 1933; or
	 
	 	 	 	 	 	 
	 

	 	(5) 
	 	o
	 	pursuant to the exemption from registration provided by Rule
144 under the United States Securities Act of 1933.
	 
	 	 	 	 	 	 
	 	 	Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be
entitled to require, prior to registering any such transfer of the Notes, such legal
opinions, certifications and other information as the Issuer has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the United States Securities
Act of 1933, such as the exemption provided by Rule 144 under such Act.






	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 

Signature
	 	 
	 
	 	 	 	 	 	 
	Signature Guarantee:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
 Signature
must be guaranteed

	 	 	 	 

Signature
	 	 






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.



 









 





TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.



     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the United
States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Issuer as the undersigned
has requested pursuant to Rule 144A or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.



	 	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Notice:
	 	To be executed by	 	 
	 

	 	 	 	 	 	 	 	an executive officer	 	 






 









 






SCHEDULE OF EXCHANGES OF NOTES



The following exchanges of a part of this Global Note for Physical Notes or a part of another
Global Note have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal amount of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	this Global Note	 	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of	 
	 	 	in principal amount	 	 	in principal amount	 	 	decrease (or	 	 	authorized officer of	 
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	Trustee