exv4w3



 






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




          This REGISTRATION RIGHTS AGREEMENT dated January 13, 2006 (the “Agreement”) is entered into by
and among Oracle Corporation, a Delaware corporation (the “Company”), Ozark Holding Inc., a
Delaware corporation and wholly owned subsidiary of the Company (the “Co-Issuer”) and Citigroup
Global Markets Inc. (“Citigroup”), J.P. Morgan Securities Inc. (“JPMorgan”) and Wachovia Capital
Markets LLC (“Wachovia”) as representatives (the “Representatives”) of the several Initial
Purchasers listed in Schedule 1 to the Purchase Agreement dated January 10, 2006 (the “Purchase
Agreement”) (the “Initial Purchasers”).




          The Company, the Co-Issuer and the Initial Purchasers are parties to the Purchase Agreement
which provides for the sale by the Company and the Co-Issuer to the Initial Purchasers of
$1,500,000,000 aggregate principal amount of the their Floating Rate Notes due 2009 (the “2009
Notes”), $2,250,000,000 aggregate principal amount of the their 5.0% Notes due 2011 (the “2011
Notes”) and $2,000,000,000 aggregate principal amount of the their 5.25% Notes due 2016 (the “2016
Notes” and, together with the 2009 Notes and the 2011 Notes, the “Securities”).




          The Securities will initially be obligations of the Company and the Co-Issuer. In accordance
with the terms and conditions of the Securities and the Indenture, either the Company or the
Co-Issuer may be discharged from all obligations under the Securities under the Indenture and the
Securities. For purposes of this Agreement, “Issuer” shall mean the Company and the Co-Issuer
individually and “Issuers” shall mean the Company and the Co-Issuer collectively; provided however
that effective upon an Issuer’s discharge from all of its obligations under the Indenture and the
Securities, (i) the term “Issuer” and “Issuers” shall refer only to the Issuer which remains the
sole obligor on the Securities, and (ii) the discharge of an Issuer from the Indenture and the
Securities shall automatically discharge such Issuer from its obligations under this Agreement.




          As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers
have agreed to provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.




          In consideration of the foregoing, the parties hereto agree as follows:




          1.     Definitions. As used in this Agreement, the following terms shall have the
following meanings:




          “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.




 









 





          “Citigroup” shall have the meaning set forth in the preamble.




          “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.




          “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.




          “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.




          “Exchange Offer” shall mean the exchange offer by the Issuers of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof.




          “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.




          “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein, all exhibits
thereto and any document incorporated by reference therein.




          “Exchange Securities” shall mean notes issued by the Issuers under the Indenture containing
terms identical to the Securities (except that the Exchange Securities will not be subject to
restrictions on transfer or to any increase in annual interest rate for failure to comply with this
Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.




          “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and
5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.




          “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.




          “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.




          “Indenture” shall mean the Indenture relating to the Securities dated as of January 13, 2006
among the Issuers and Citibank N.A., as trustee, and as the same may be amended from time to time
in accordance with the terms thereof.




          “Initial Purchasers” shall have the meaning set forth in the preamble.




2









 





          “Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.




          “Issuer” or “Issuers” shall have the meaning set forth in the preamble.




          “JPMorgan” shall have the meaning set forth in the preamble.




          “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Issuers or any of their affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Issuers shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the
effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified percentage of Registrable
Securities has been obtained.




          “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.




          “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.




          “Prospectus” shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any document incorporated
by reference therein.




          “Purchase Agreement” shall have the meaning set forth in the preamble.




          “Registrable Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities (i) when a Registration Statement with respect to such Securities has
been declared effective under the Securities Act and such Securities have been exchanged or
disposed of pursuant to such Registration Statement, (ii) when such Securities are eligible to be
sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the
Securities Act or (iii) when such Securities cease to be outstanding.




          “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Issuers with this Agreement, including without




3









 




limitation: (i) all SEC or National Association of Securities Dealers, Inc. registration and
filing fees, (ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of counsel for any Holders
in connection with blue sky qualification of any Exchange Securities or Registrable Securities),
(iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus and any amendments or supplements
thereto, securities sales agreements or other similar agreements and any other documents relating
to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Indenture under applicable securities laws,
(vi) the reasonable fees and disbursements of the Trustee and its counsel, (vii) the reasonable
fees and disbursements of counsel for the Issuers and, in the case of a Shelf Registration
Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel
shall be selected by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the reasonable fees and disbursements of the independent public accountants
of the Issuers, including the expenses of any special audits or “comfort” letters required by or
incident to the performance of and compliance with this Agreement, but excluding fees and expenses
of counsel to the Holders and brokerage commissions and transfer taxes, if any, relating to the
sale or disposition of Registrable Securities by a Holder.




          “Registration Statement” shall mean any registration statement of the Issuers that covers any
of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement
and all amendments and supplements to any such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.




          “SEC” shall mean the United States Securities and Exchange Commission.




          “Securities” shall have the meaning set forth in the preamble.




          “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.




          “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.




          “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.




          “Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers that
covers all or a portion of the Registrable Securities (but no other securities unless approved by
the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on
an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and




4









 




supplements to such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and any document incorporated by
reference therein.




          “Special Interest Premium” shall have the meaning set forth in Section 2(d) hereof.




          “Staff” shall mean the staff of the SEC.




          “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.




          “Trustee” shall mean Citibank N.A., the trustee with respect to the Securities under the
Indenture.




          “Wachovia” shall have the meaning set forth in the preamble.




          2.     Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, each Issuer agrees to (i) file with the
SEC within 90 calendar days after the Closing Date an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities
and (ii) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement
to be declared effective under the Securities Act within 180 calendar days after the Closing Date.
Promptly after the Exchange Offer Registration Statement has been declared effective, the Issuers
shall commence the Exchange Offer and shall use their commercially reasonable efforts to cause the
Exchange Offer to be consummated within 210 calendar days of the Closing Date.




          The Issuers shall commence the Exchange Offer by mailing the related Prospectus, appropriate
letters of transmittal and other accompanying documents to each Holder stating, in addition to such
other disclosures as are required by applicable law, substantially the following:





	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;






	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 30 Business Days
from the date such notice is mailed) (the “Exchange Dates”);






	(iii)	 	that any Registrable Security not tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement;






	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to surrender such Registrable Security, together with the appropriate
letters of transmittal, to the institution and at the address





5









 






	 	 	 (located in the Borough of Manhattan, The City of New York) and in the manner specified in
the notice, prior to the close of business on the last Exchange Date; and






	(v)	 	that any Holder will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date, by sending to the institution and at the address (located
in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex,
facsimile transmission or letter setting forth the name of such Holder, the principal amount
of Registrable Securities delivered for exchange and a statement that such Holder is
withdrawing its election to have such Securities exchanged.





          As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Issuers that (i) it is not an affiliate of the Issuers or if it is such an affiliate, such
Holder will comply with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable, (ii) the Securities to be exchanged for Exchange Securities in the
Exchange Offer were acquired in the ordinary course of its business, and (iii) at the time of the
Exchange Offer, it has no arrangement with any person to participate in the distribution (within
the meaning of the Securities Act) of the Securities or the Exchange Securities. In addition, in
connection with any resale of Exchange Securities, any broker-dealer who acquired the Exchange
Securities for its own account as a result of market-making or other trading activities (a
“Participating Broker-Dealer”) must deliver a prospectus meeting the requirements of the Securities
Act. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus
delivery requirements with respect to the Exchange Securities, other than a resale of an unsold
allotment, from the original sale thereof, with the prospectus contained in the Exchange Offer
Registration Statement. The Issuers shall allow Participating Broker-Dealers and other persons, if
any, subject to similar prospectus delivery requirements to use the prospectus contained in the
Exchange Offer Registration Statement in connection with the resale of such Exchange Securities for
a period of 180 calendar days from the date the Exchange Offer Registration Statement is declared
effective and it will make such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities for a period of not
less than 90 calendar days after the consummation of the Exchange Offer.




          As soon as practicable after the last Exchange Date, the Issuers shall:





	(i)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and






	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Issuers and issue, and cause the Trustee
to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal
amount to the principal amount of the Registrable Securities surrendered by such Holder.





6









 





          The Issuers shall use their commercially reasonable efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not
violate any applicable law or applicable interpretations of the Staff.




          (b)     If: (i) because of any change in law or in currently prevailing interpretations of the
Staff, the Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated within 210 calendar days of the Closing Date, (iii) in the case of any Holder that
participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of
the exchange that may be sold without restriction under state and federal securities laws (other
than due solely to the status of such Holder as an affiliate of the Issuers within the meaning of
the Securities Act or as a broker-dealer), (iv) requested by any of the Initial Purchasers within
90 days after the consummation of the Exchange Offer with respect to Securities acquired by them
directly from the Issuers or Securities with transfer restrictions issued in exchange for
Securities and not eligible to be exchanged for Exchange Securities and held by them following the
consummation of the Exchange Offer or (v) the Issuers so elect, then in each case the Issuers will
(1) promptly deliver to the Holders written notice thereof and (2) at their sole expense, (a) use
their commercially reasonable efforts to file, as promptly as practicable (but in no event more
than 45 days after so required or requested pursuant to the Agreement), a Shelf Registration
Statement, (b) use their commercially reasonable efforts to cause the Shelf Registration Statement
to be declared effective under the Securities Act and (c) use their commercially reasonable efforts
to keep effective the Shelf Registration Statement until the earlier of two years (or, if Rule
144(k) is amended to provide a shorter restrictive period, such shorter period) after the Closing
Date or such time as all of the applicable Securities have been sold thereunder (the “Shelf
Effectiveness Period”). The Issuers will, if a Shelf Registration Statement is filed, provide to
each Holder copies of the prospectus that is a part of the Shelf Registration Statement, notify
each such Holder when the Shelf Registration Statement for the Securities has become effective and
take certain other actions as are required to permit unrestricted resales of the Securities. A
Holder that sells Securities pursuant to the Shelf Registration Statement will be required to be
named as a selling security holder in the related prospectus, to provide information related
thereto and to deliver such prospectus to purchasers, will be subject to certain of the civil
liability provisions under the Securities Act in connection with such sales and will be bound by
the provisions of the Agreement that are applicable to such a Holder (including certain
indemnification rights and obligations). The Issuers will not have any obligation to include in the
Shelf Registration Statement Holders who do not deliver such information to it.




          (c)     The Issuers shall pay all Registration Expenses in connection with any registration
pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all brokerage commissions
and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable
Securities pursuant to the Shelf Registration Statement.




7









 





          (d)     An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC.




          If: (i) the Exchange Offer Registration Statement is not filed with the SEC on or prior to
the 90th calendar day following the Closing Date, (ii) the Exchange Offer Registration Statement is
not declared effective on or prior to the 180th calendar day following the Closing Date, or (iii)
the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective
on or prior to the 210th calendar day following the Closing Date, the Special Interest Premium will
accrue in respect of the 2009 Notes, 2011 Notes or 2016 Notes, as the case may be, from and
including the next calendar day following each of (a) such 90-day period in the case of clause (i)
above, (b) such 180-day period in the case of clause (ii) above, and (c) such 210-day period in the
case of clause (iii) above, in each case at a rate equal to 0.25% per annum. If the Exchange Offer
Registration Statement is not declared effective on or prior to the 210th calendar day following
the Closing Date and the Issuers request Holders of the 2009 Notes, 2011 Notes or 2016 Notes, as
the case may be, to provide the information called for herein for inclusion in the Shelf
Registration Statement, the Securities owned by Holders who do not deliver such information to the
Issuers when required pursuant to the Agreement will not be entitled to any such increase in the
interest rate for any day after the 210th day following the Closing Date. Upon (1) the filing of an
Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (2)
the effectiveness of the Exchange Offer Registration Statement after the 180-day period described
in clause (ii) above, or (3) the consummation of the Exchange Offer or the effectiveness of a Shelf
Registration Statement, as the case may be, after the 210-day period described in clause (iii)
above, the interest rate on the Securities from the day of such filing, effectiveness or
consummation, as the case may be, will be reduced to the original interest rate for the relevant
series of Securities.




          If a Shelf Registration Statement is declared effective pursuant to the foregoing paragraphs,
and if the Issuers fail to keep such Shelf Registration Statement continuously (x) effective or (y)
useable for resales for the period required by the Agreement due to certain circumstances relating
to pending corporate developments, public filings with the SEC and similar events, or because the
prospectus contains an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary in order to make the statements therein not misleading,
and such failure continues for more than 60 days (whether or not consecutive) in any twelve-month
period (the 61st day being referred to as the “Default Day”), then from the Default Day until the
earlier of (i) the date that the Shelf Registration Statement is again deemed effective or is
usable, (ii) the date that is the second anniversary of the Closing Date (or, if Rule 144(k) is
amended to provide a shorter restrictive period, such shorter period), or (iii) the date as of
which all of the Securities are sold pursuant to the Shelf Registration Statement, a special
interest premium (the “Special Interest Premium”) in respect of the Securities will accrue at a
rate equal to 0.25% per annum.




          If the Issuers fail to keep the Shelf Registration Statement continuously effective or useable
for resales pursuant to the preceding paragraph, they will give the Holders




8









 




notice to suspend the sale of the Securities and will extend the relevant period referred to
above during which it is required to keep effective the Shelf Registration Statement (or the period
during which Participating Broker-Dealers are entitled to use the prospectus included in an
Exchange Offer Registration Statement in connection with the resale of Exchange Securities) by the
number of days during the period from and including the date of the giving of such notice to and
including the date when Holders will have received copies of the supplemented or amended prospectus
necessary to permit resales of the Securities or to and including the date on which the Issuers
have given notice that the sale of the Securities may be resumed, as the case may be.




          (e)     Without limiting the remedies available to the Initial Purchasers and the Holders, the
Issuers acknowledge that any failure by the Issuers to comply with its obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to specifically enforce the
Issuers’ obligations under Section 2(a) and Section 2(b) hereof.




          3.     Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Issuers shall as expeditiously as possible:




          (i)     within 90 days after the Closing Date, prepare and file with the SEC a Registration
Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the
Issuers, (y) shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof and (z) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial statements required
by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective for the applicable period in
accordance with Section 2 hereof;




          (ii)     prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;




          (iii)     in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
to counsel for the Initial Purchasers, to counsel for such Holders without charge, as many copies
of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto,
in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and
the Issuers consent to the use of such Prospectus and any amendment or supplement thereto in
accordance with applicable law




9









 




by each of the Holders of Registrable Securities in connection with the offering and sale of
the Registrable Securities covered by and in the manner described in such Prospectus or any
amendment or supplement thereto in accordance with applicable law;




          (iv)     use their commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such jurisdictions as any
Holder of Registrable Securities covered by a Registration Statement shall reasonably request in
writing by the time the applicable Registration Statement is declared effective by the SEC;
cooperate with such Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc.; and do any and all other acts and things that may be
reasonably necessary or advisable to enable each Holder to complete the disposition in each such
jurisdiction of the Registrable Securities owned by such Holder; provided that neither
Issuer shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in
securities in any such jurisdiction where it would not otherwise be required to so qualify, (2)
file any general consent to service of process in any such jurisdiction or (3) subject itself to
taxation in any such jurisdiction if it is not so subject;




          (v)     notify counsel for the Initial Purchasers and, in the case of a Shelf Registration and
also notify each Holder of Registrable Securities and counsel for such Holders promptly and, if
requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective and when any post-effective amendment thereto has been filed and
becomes effective, (2) of any request by the SEC or any state securities authority for amendments
and supplements to a Registration Statement and Prospectus or for additional information after the
Registration Statement has become effective, (3) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, (4) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities covered thereby, or if
the Issuers receive any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such
purpose, (5) of the happening of any event during the period a Shelf Registration Statement is
effective that makes any statement made in such Registration Statement or the related Prospectus
untrue in any material respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading and (6) of any
determination by the Issuers that a post-effective amendment to a Registration Statement would be
appropriate;




          (vi)     use their commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest possible moment and
provide immediate notice to each Holder of the withdrawal of any such order;




          (vii)     in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement




10









 




and any post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto, unless requested);




          (viii)     in the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be issued in such denominations and registered in such names (consistent
with the provisions of the Indenture) as such Holders may reasonably request at least one Business
Day prior to the closing of any sale of Registrable Securities;




          (ix)     in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(v)(5) hereof, use its commercially reasonable efforts to prepare and file with the SEC
a supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required document so
that, as thereafter delivered to purchasers of the Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; and the Issuers shall notify the Holders of Registrable Securities to suspend use of
the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders
hereby agree to suspend use of the Prospectus until the Issuers have amended or supplemented the
Prospectus to correct such misstatement or omission;




          (x)     obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the effective date of a Registration Statement;




          (xi)     cause the Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute,
and use its commercially reasonable efforts to cause the Trustee to execute, all documents as may
be required to effect such changes and all other forms and documents required to be filed with the
SEC to enable the Indenture to be so qualified in a timely manner;




          (xii)     in the case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Registrable Securities (an “Inspector”) and attorneys and accountants
designated by the Holders of Registrable Securities, at reasonable times and in a reasonable
manner, all pertinent financial and other records, documents and properties of the Issuers, and
cause the respective officers, directors and employees of the Issuers to supply all information
reasonably requested by any such Inspector, attorney or accountant in connection with a Shelf
Registration Statement; provided that if any such information is identified by the Issuers
as being confidential or proprietary, each Person receiving such information shall take such
actions as are reasonably necessary to protect




11









 




the confidentiality of such information to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector
or Holder);




          (xiii)     if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective amendment
such information with respect to such Holder as such Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such post-effective
amendment as soon as the Issuers have received notification of the matters to be so included in
such filing; and




          (b)     In the case of a Shelf Registration Statement, the Issuers may require each Holder of
Registrable Securities to furnish to the Issuers such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Issuers may from time to
time reasonably request in writing.




          (c)     In the case of a Shelf Registration Statement, each Holder of Registrable Securities
agrees that, upon receipt of any notice from the Issuers of the happening of any event of the kind
described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Shelf Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section
3(a)(ix) hereof and, if so directed by the Issuers, such Holder will deliver to the Issuers all
copies in its possession, other than permanent file copies then in such Holder’s possession, of the
Prospectus covering such Registrable Securities that is current at the time of receipt of such
notice.




          (d)     If the Issuers shall give any notice pursuant to Section 3(c) hereof to suspend the
disposition of Registrable Securities pursuant to a Shelf Registration Statement, the Issuers shall
extend the period during which such Shelf Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and including the date of
the giving of such notice to and including the date when the Holders of such Registrable Securities
shall have received copies of the supplemented or amended Prospectus necessary to resume such
dispositions.




          4.     Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such Participating Broker-Dealer
may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of such
Exchange Securities.




          The Issuers understand that it is the Staff’s position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing a statement to the
above effect and the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-




12









 




Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the
Securities Act in connection with resales of Exchange Securities for their own accounts, so long as
the Prospectus otherwise meets the requirements of the Securities Act.




          (b)     In light of the above, and notwithstanding the other provisions of this Agreement, the
Issuers agree to amend or supplement the Prospectus contained in the Exchange Offer Registration
Statement for a period of up to 180 days after the last Exchange Date (as such period may be
extended pursuant to Section 3(d) of this Agreement), if requested by the Initial Purchasers or by
one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff
recited in Section 4(a) above. The Issuers further agree that Participating Broker-Dealers shall
be authorized to deliver such Prospectus during such period in connection with the resales
contemplated by this Section 4.




          (c)     The Initial Purchasers shall have no liability to the Issuers or any Holder with respect
to any request that they may make pursuant to Section 4(b) above.




          5.     Indemnification and Contribution. (a) The Issuers agree to indemnify and hold
harmless each Initial Purchaser and each Holder, their respective affiliates, directors and
officers and each Person, if any, who controls any Initial Purchaser or any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation, reasonable legal
fees and other expenses incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), that arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement or
any Prospectus or any omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or information relating to any Holder furnished to the Issuers in writing
through the Representatives or any selling Holder expressly for use therein.




          (b)     Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers,
the Initial Purchasers and the other selling Holders, the directors of each Issuer, each officer of
an Issuer who signed the Registration Statement and each Person, if any, who controls an Issuer,
any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in
paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise
out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance




13









 




upon and in conformity with any information relating to such Holder furnished to the Issuers in
writing by such Holder expressly for use in any Registration Statement and any Prospectus.




          (c)     If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 5 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have to an Indemnified Person otherwise than
under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall
retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying
Person may designate in such proceeding and shall pay the fees and expenses of such counsel related
to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time
to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
shall have reasonably concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any
such proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial Purchaser shall be
designated in writing by the Representatives, (y) for any Holder, its directors and officers and
any control Persons of such Holder shall be designated in writing by the Majority Holders and (z)
in all other cases shall be designated in writing by the Issuers. The Indemnifying Person shall
not be liable for any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason
of such settlement or judgment. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnification could have been




14









 




sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of such proceeding
and (B) does not include any statement as to or any admission of fault, culpability or a failure to
act by or on behalf of any Indemnified Person.




          (d)     If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Issuers from the
offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from
receiving Securities or Exchange Securities registered under the Securities Act, on the other hand,
or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Issuers on the one hand and the Holders on the other in
connection with the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The relative fault of the
Issuers on the one hand and the Holders on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Issuers or by the
Holders and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.




          (e)     The Issuers and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in connection with any such
action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total price at which the
Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.




          (f)     The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.




15









 





          (g)     The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuers or the officers
or directors of or any Person controlling any Issuer, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.




          6.     General.




          (a)     No Inconsistent Agreements. The Issuers represent, warrant and agree that (i) the rights
granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of any other outstanding securities issued or guaranteed by the
Issuers under any other agreement and (ii) the Issuers have not entered into, or on or after the
date of this Agreement will not enter into, any agreement that is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.




          (b)     Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Issuers have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder. Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
each of the parties hereto.




          (c)     Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, facsimile, telecopier, or any
courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by
such Holder to the Issuers by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set
forth in the Purchase Agreement; (ii) if to the Issuers, initially at each Issuer’s address set
forth in the Purchase Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c); and (iii) to such other persons at their
respective addresses as provided in the Purchase Agreement and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section 6(c). All such notices
and communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when confirmation is received, if faxed; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.




16









 




Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee, at the address specified in the Indenture.




          (d)     Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Issuers with respect
to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations
of such Holder under this Agreement.




          (e)     Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Issuers, on the one hand, and the Initial Purchasers, on the
other hand, and shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of other Holders
hereunder.




          (f)     Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.




          (g)     Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.




          (h)     Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.




          (j)     Miscellaneous. This Agreement contains the entire agreement between the parties relating
to the subject matter hereof and supersedes all oral statements and prior writings with respect
thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated. The Issuers and
the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or
unenforceable




17









 




provisions with valid provisions the economic effect of which comes as close as possible to
that of the invalid, void or unenforceable provisions.




          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 
	 	ORACLE CORPORATION

 	 
	 	By:  	/s/
Eric R. Ball	 
	 	Name:  	Eric R. Ball	 
	 	Title:  	Treasurer	 
	 
	 	OZARK HOLDING INC.

 	 
	 	By:  	/s/
Eric R. Ball	 
	 	 	Name:  	Eric R. Ball	 
	 	 	Title:  	Treasurer	 
	 



Accepted: January 13, 2006




For themselves and on behalf of the several Initial
Purchasers listed in Schedule 1 to the Purchase
Agreement.




CITIGROUP GLOBAL MARKETS INC.




	 	 	 	 	 
	By:

	 	/s/ Gerard L. Eastman, Jr.	 	 
	 

	 	 	 	 
	 

	 	Name:  Gerard L. Eastman, Jr.
	 	 
	 

	 	Title:    Managing Director
	 	 






J.P. MORGAN SECURITIES INC.




	 	 	 	 	 
	By:

	 	/s/ Stephen L. Sheiner	 	 
	 

	 	 	 	 
	 

	 	Name:  Stephen L. Sheiner
	 	 
	 

	 	Title:    Vice
President
	 	 






WACHOVIA CAPITAL MARKETS, LLC




	 	 	 	 	 
	By:

	 	/s/ Steven J. Taylor	 	 
	 

	 	 	 	 
	 

	 	Name:  Steven J. Taylor
	 	 
	 

	 	Title:    Managing
Director
	 	 







18