Form of Note



 Exhibit 4.2 

FORM OF NOTE DUE              

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER 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. 
 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. 







 ORACLE CORPORATION 

              Note
due               
  

	 No. 
	 CUSIP No.: 



ISIN No.: 
 $

 ORACLE CORPORATION, a Delaware corporation (the “Issuer”), for value received promises to pay to
CEDE & CO. or registered assigns the principal sum of                      DOLLARS on
            ,             . 

Interest Payment Dates:             [,
            ,             ] and             
(each, an “Interest Payment Date”), commencing on             ,             . 

Interest Record Dates:              and
             (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, the Issuer has caused this Note to be signed manually or by facsimile by
its duly authorized officers. 
  

			
	 ORACLE CORPORATION

		
	 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:             ,
             
  

			
	 The Bank of New York Mellon Trust Company, N.A.,

as Trustee

		
	By:	 	  

		 	    Authorized Signatory









 (REVERSE OF NOTE) 

ORACLE CORPORATION 

              Note
due               

1.    Interest. 

Oracle Corporation (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             ,             , or the most recent
Interest Payment Date to which payment has been paid or provided
for[1; provided, that if an Interest Payment Date for this
Note falls a day that is not a business day the Interest Payment Date shall be postponed to the next succeeding business day, unless such next succeeding business day would be in the following month, in which case the Interest Payment Date shall be
the immediately preceding business day. Interest on this Note will be paid to but excluding the relevant Interest Payment Date. The Issuer will pay interest [semi-annually][quarterly] in arrears on each Interest Payment Date, commencing
            ,             ]. Interest will be computed on the basis of the actual number of days in an interest
period and a 360-day year consisting [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. 
 [The interest rate for each interest
period will be determined by the calculation agent. Initially, The Bank of New York Mellon Trust Company, 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 USD LIBOR as determined on the interest determination date plus             %. 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, USD LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three months, 
  

 

1
 Bracketed text to be included if and to extent applicable in context of floating or fixed rate notes. 







 
in amounts of at least $1,000,000, as such rate appears on “Reuters Page LIBOR01” 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 “Reuters Page LIBOR01” as of 11:00 a.m. (London time), or if the “Reuters Page LIBOR01” is not available on such date, the calculation agent will obtain such rate from
Bloomberg L.P.’s page “BBAM.” 
 If no offered rate appears on “Reuters Page LIBOR01” 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, USD 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, USD LIBOR will be the arithmetic average of the quotations provided.
Otherwise, the rate of USD LIBOR for the next interest period will be set equal to the rate of USD 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, The Bank of New York Mellon Trust Company, 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             Notes
due             (the “Notes”) issued under an indenture dated as of January 13, 2006 (the “Base Indenture”) by and among the Issuer (formerly
known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A. (the “Original 
  

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Trustee”), as amended by a supplemental indenture dated as of May 9, 2007 (together with the Base Indenture, the “Indenture”) by and among the Issuer, the
Original Trustee and the Trustee, and established pursuant to an [officers’ certificate] [supplemental indenture] dated             ,
            , issued pursuant to Sections 2.01 and 2.03 of the Indenture. This Note is a “Security” and the Notes are “Securities” under the Indenture.

 For purposes of this Note, 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 on which the
Indenture was 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.    Denominations;
Transfer; Exchange. 
 The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000
thereafter. 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. 

5.    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.

  

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 6.    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 [35] 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)                     ,
                     or
                     (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 Issuer will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary
Treasury Dealer selected by the Issuer. 
  

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 “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. 
 7.    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.

 8.    Authentication. 

 

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 This Note shall not be valid until the Trustee manually signs the certificate of
authentication on this Note. 
 9.    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). 

10.    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.

 11.    Governing Law. 

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

 

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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. 
  

					
		  		  	  

		  		  	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. 

 
  

 

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 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: 

 

									
	 Date of Exchange
	 	 Amount of decrease

in principal amount

of this Global Note
	 	 Amount of increase

in principal amount

of this Global Note
	  	Principal amount of
this Global
Note
following such
decrease
(or
increase)	  	Signature of
authorized officer
of
Trustee
		 		 		  		  	
		 		 		  		  	
		 		 		  		  	
		 		 		  		  	
		 		 		  		  	

  

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