Form of Notes



 Exhibit 4.2 
  

[FORM OF NOTES] 
 [FORM OF FACE OF
SECURITY] 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO i2 TECHNOLOGIES, INC. (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.1 
  
 THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN 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, REGISTRATION. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.2 NOTWITHSTANDING THE FOREGOING, THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A 


	1	This paragraph should be included only if the Security is a Global Security. 

  

	2	These paragraphs to be included only if the Security is a Restricted Security. 

  

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BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS SECURITY. 
  
 THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH i2 TECHNOLOGIES, INC. OR ANY AFFILIATE OF i2 TECHNOLOGIES, INC. WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO i2 TECHNOLOGIES, INC. OR ANY PARENT OR SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, 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 WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO i2 TECHNOLOGIES, INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.2 
  
 THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.2 
  

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 i2 TECHNOLOGIES, INC. 
  

			
	 CUSIP: 465754 AG4
	  	R-            

  
 5% SENIOR CONVERTIBLE
NOTES DUE 2015 
  
 i2 Technologies, Inc., a Delaware corporation
(the “Company”, which term shall include any successor corporation under the Indenture referred to on the reverse hereof), promises to pay to
                                        
        , or registered assigns, the principal sum of
                                        
     Dollars ($                    ) on November 15, 2015 or such greater or lesser amount as is indicated on
the Schedule of Exchanges of Securities on the other side of this Security.3 
  
 Interest Payment Dates: May 15 and November 15. 
  
 Regular Record Dates: May 1 and November 1. 
  
 This Security is convertible as specified on the other side of this Security.
Additional provisions of this Security are set forth on the other side of this Security. 
  
 [SIGNATURE PAGE FOLLOWS] 


	3	This phrase should be included only if the Security is a Global Security. 

  

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  

					
	 i2 TECHNOLOGIES, INC.

		
	 By:   
	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
		
	 By:   
	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  
 Dated: November     , 2005 
  
 Trustee’s Certificate of Authentication: This is one of the Securities referred to in the within-mentioned Indenture. 
  

			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee
		
	 By:   
	 	 
	 Authorized Signatory


  

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 [FORM OF REVERSE SIDE OF SECURITY] 
  
 i2 TECHNOLOGIES, INC. 
 5% SENIOR CONVERTIBLE NOTES DUE 2015 
  

	1.	INTEREST 

  
 i2 Technologies, Inc., a Delaware corporation (the “Company”, which term shall include any successor corporation under the Indenture hereinafter referred to), promises to pay interest on the principal
amount of this Security at the rate of 5.0% per annum. The Company shall pay interest semiannually in arrears on May 15 and November 15 of each year, commencing May 15, 2006. Interest on the Securities shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from November __, 2005; provided, however, that if there is not an existing default in the payment of interest and if this Security is authenticated between
a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360 day year, comprised of twelve 30 day months.
Any reference herein to interest accrued or payable as of any date shall include any Liquidated Damages accrued or payable on such date. 
  
 No sinking fund is provided for the Securities. 
  

	2.	METHOD OF PAYMENT 

  
 The Company shall pay interest on this Security (except defaulted interest) to the person who is the Holder of this Security at the close of business on
May 1 or November 1, as the case may be (each, a Regular Record Date), immediately preceding the related Interest Payment Date. The Holder must surrender this Security to a Paying Agent to collect payment of principal. The Company will pay
principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may, however, pay principal and interest in respect of any Certificated Security by check or wire
transfer payable in such money; provided, however, that a Holder with an aggregate principal amount in excess of $2,000,000 will be paid by wire transfer in immediately available funds at the election of such Holder if such Holder has
provided wire transfer instructions to the Company and the Trustee. The Company may mail an interest check to the Holder’s registered address. Notwithstanding the foregoing, so long as this Security is registered in the name of a Depositary or
its nominee, all payments hereon shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. 
  

	3.	PAYING AGENT, REGISTRAR AND CONVERSION AGENT 

  
 Initially, JPMorgan Chase Bank, National Association (the “Trustee”, which term shall include any successor trustee under the Indenture
hereinafter referred to), will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent without notice to the Holder. The Company or any of its Subsidiaries may, subject to certain
limitations set forth in the Indenture, act as Paying Agent or Registrar. 
  

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	4.	INDENTURE, LIMITATIONS 

  
 This Security is one of a duly authorized issue of Securities of the Company designated as its 5% Senior Convertible Notes due 2015 (the
“Securities”), issued under an Indenture dated as of November __, 2005 (together with any supplemental indentures thereto, the “Indenture”), between the Company and the Trustee. The terms of this Security include
those stated in the Indenture and those required by or made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect on the date of the Indenture. This Security is subject to all such terms, and the Holder of
this Security is referred to the Indenture and said Act for a statement of them. 
  
 The Securities are unsecured obligations of the Company limited to $75,000,000 in aggregate principal amount (subject to increase by up to an additional aggregate principal amount of $11,250,000 in the event the
Purchasers (as defined in Purchase Agreement dated November __, 2005 (the “Purchase Agreement”) between the Company and the Purchasers thereunder) exercise the right to purchase Additional Securities (as defined in the Purchase
Agreement) pursuant to the Purchase Agreement). Pursuant to the terms of the Indenture, the Company shall not, and the Company shall not permit any Subsidiary to, directly or indirectly, incur, guarantee or assume any Indebtedness (including
Acquired Indebtedness), other than, Permitted Indebtedness. 
  

	5.	OPTIONAL REDEMPTION 

  
 Prior to May 20, 2008, this Security shall not be redeemable. On or after May 20, 2008, the Company may, at its option, redeem this Security if
(i) on the date that the Company gives the Redemption Notice the Closing Sale Price of the Common Stock exceeds 175% of the Conversion Price for at least 20 Trading Days in any 30 consecutive Trading Day period, including the last day of the
period, ending on the Trading Day prior to the date the Company delivers the Redemption Notice, appropriately adjusted to take into account the occurrence, during such 30 Trading Day period, of any event described in Sections 4.6 and 4.11 of the
Indenture and (ii) on the date that the Company delivers such Redemption Notice through the Redemption Date, the Common Stock issuable upon conversion of the Securities is either (1) covered by a registration statement covering resales
thereof that is effective and available for use and is expected to remain effective and available for use for the 30 days following the date of such Redemption Notice or (2) eligible to be resold by non-affiliates pursuant to Rule 144(k) under
the Securities Act, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed, in each case for cash in whole, or from time to time in part (which must be equal to $1,000 or any integral multiple thereof), plus
accrued and unpaid interest (including any accrued and unpaid Liquidated Damages) to, but excluding, the Redemption Date; provided, that if the Redemption Date falls after a Regular Record Date and on or before an Interest Payment Date, then
the interest will be payable to the Holder in whose names this Security is registered at the close of business on such Regular Record Date. Securities or portions of this Security called for redemption may be converted by the Holder in accordance
with the provisions of Article 4 of the Indenture until 5:00 p.m., New York City time, on the second Trading Day prior to the Redemption Date. 
  

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	6.	NOTICE OF REDEMPTION 

  
 Notice of redemption, as set forth in Section 3.3 of the Indenture, will be mailed by first-class mail at least 30 days but not more than 60 days
before the Redemption Date to each Holder of Securities to be redeemed at its registered address. Securities in denominations larger than $1,000 may be redeemed in part, but only in whole multiples of $1,000. On and after the Redemption Date,
subject to the deposit with the Paying Agent of funds sufficient to pay the Redemption Price plus accrued interest to, but excluding, the Redemption Date, interest shall cease to accrue on Securities or portions of them called for redemption.

  

	7.	REPURCHASE OF SECURITIES AT OPTION OF HOLDER ON A SPECIFIED DATE; REPURCHASE OF SECURITIES AT OPTION OF HOLDER UPON REDEMPTION OF SERIES B PREFERRED STOCK; REPURCHASE OF SECURITIES
AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE 

  
 At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an
integral multiple of $1,000 in excess thereof) of the Securities held by such Holder on November 15, 2010, at a purchase price equal to 100% of the principal amount thereof together with interest and Liquidated Damages, if any, accrued and
unpaid to, but excluding, the Repurchase Date. The Holder shall have the right to withdraw any Repurchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to 5:00 p.m.,
New York City time, on the second Trading Day next preceding the Repurchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture. 
  
 At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to repurchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities held by such Holder,
at a purchase price equal to 100% of the principal amount thereof together with interest and Liquidated Damages, if any, accrued and unpaid to, but excluding, the Preferred Redemption Repurchase Date; provided, however, that if less
than all of the outstanding shares of Series B Preferred Stock are redeemed by the Company, the Company shall not be obligated to redeem any portion of the Securities of any Holder in excess of the amount determined by multiplying the aggregate
principal amount of Securities then held by such Holder by a fraction of which the numerator shall be the number of shares of Series B Preferred Stock redeemed by the Company and of which the denominator shall be the total number of shares of Series
B Preferred Stock outstanding at the time of such redemption. The Holder shall have the right to withdraw any Preferred Redemption Repurchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess
thereof) at any time prior 5:00 p.m., New York City time, on the second Trading Day next preceding the Preferred Redemption Repurchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the
Indenture. 
  
 At the option of the Holder and subject to the
terms and conditions of the Indenture, the Company shall become obligated to repurchase all or any part specified by the Holder (so long as 

  

 A-7 








 
the principal amount of such part is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities held by such Holder, on the Fundamental
Change Repurchase date at a purchase price equal to 100% of the principal amount thereof together with interest and Liquidated Damages, if any, accrued and unpaid to, but excluding, the Fundamental Change Repurchase Date. The Holder shall have the
right to withdraw any Fundamental Change Repurchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at any time prior 5:00 p.m., New York City time, on the Trading Day next preceding the
Fundamental Change Repurchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture. 
  

	8.	CONVERSION 

  
 Subject to and upon compliance with the provisions of the Indenture, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000
in excess thereof) into cash and shares of Common Stock (if any) under the circumstances and during the periods set forth in Sections 4.1(b), 4.1(c) and 4.1(d) of the Indenture; provided, however, that, if such Security is submitted
for redemption or repurchase pursuant to Article 3 of the Indenture, such conversion right shall terminate at the close of business on the second Trading Day immediately preceding the Redemption Date, the Repurchase Date, the Preferred Redemption
Repurchase Date or the Fundamental Change Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or repurchase (unless the Company shall default in making the Redemption Price,
Repurchase Price, Preferred Redemption Repurchase Price or Fundamental Change Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is
redeemed or repurchased). 
  
 Until Stockholder Approval shall
have been obtained, the Company may not (and shall not) issue or deliver more than [41.96] shares of Common Stock (subject to appropriate adjustment for any stock splits, stock dividends and similar events pursuant to subsection (a) of
Section 4.6 of the Indenture) (the “Conversion Shares Cap”) for each $1,000 principal amount of Securities upon conversion thereof pursuant to Section 4.5 of the Indenture and/or as payment of a Make-Whole Premium with
respect to such $1,000 principal amount of Securities. To the extent the Company is precluded from issuing shares of Common Stock upon conversion of any Securities prior to obtaining Stockholder Approval due to the Conversion Shares Cap, then the
Daily Conversion Value for any Trading Day during the applicable Conversion Period after the Conversion Shares Cap has been reached shall be paid by the Company in Cash. 
  
 The initial Conversion Price is $15.4675 per share, and the initial Conversion Rate is 64.6517 shares of Common Stock, in
each case subject to adjustment under certain circumstances as provided in the Indenture. No fractional shares will be issued upon conversion; in lieu thereof, the Company shall deliver a number of shares of Common Stock equal to the aggregate of
the fractional shares otherwise deliverable for each of the twenty Trading Days during the Conversion Period following the Conversion Date (rounding down to the nearest whole number) and shall pay an amount in cash for the remainder based upon the
Volume Weighted Average Price of the Common Stock on the twentieth Trading Day of such Conversion Period. 
  

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 The right to convert any Security may be exercised, if such Security is represented by a Global Security,
by book-entry transfer to the Conversion Agent (which initially shall be the Trustee) through the facilities of the Depositary in accordance with the Applicable Procedures or, if such Security is represented by a Certificated Security, a Holder must
(a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if
required by a Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. 
  
 A Security in respect of which a Holder had delivered a Repurchase Notice,
Preferred Redemption Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, exercising the option of such Holder to require the Company to repurchase such Security may be converted only if the Repurchase Notice, Preferred
Redemption Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. 
  

	9.	DENOMINATIONS, TRANSFER, EXCHANGE 

  
 The Securities are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges that may be imposed in relation
thereto by law or permitted by the Indenture. 
  

	10.	PERSONS DEEMED OWNERS 

  
 The Holder of a Security may be treated as the owner of it for all purposes. 
  

	11.	UNCLAIMED MONEY 

  
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company at
its written request, subject to applicable unclaimed property law. After that, Holders entitled to money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. 
  

	12.	AMENDMENT, SUPPLEMENT AND WAIVER 

  
 Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding, and an existing default or Event of Default and its consequence or compliance with any provision of the Indenture or the Securities may be waived in a particular instance with the
consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding. Without the consent of or notice to any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities to, among
other things, cure any ambiguity, defect or inconsistency or make any other change that does not adversely affect the rights of any Holder. 
  

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	13.	SUCCESSOR ENTITY 

  
 When a successor corporation assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation (except in certain circumstances specified in the Indenture) shall be released from those obligations. 
  

	14.	DEFAULTS AND REMEDIES 

  
 The Holder of this Security is entitled to certain remedies upon the occurrence of an Event of Default as set out in Article 8 of the Indenture.

  

	15.	TRUSTEE DEALINGS WITH THE COMPANY 

  
 JPMorgan Chase Bank, National Association, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits
from and perform services for the Company or an Affiliate of the Company, and may otherwise deal with the Company or an Affiliate of the Company, as if it were not the Trustee. 
  

	16.	NO RECOURSE AGAINST OTHERS 

  
 A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or the Indenture nor for any claim based on, in respect of or by reason of such obligations or their creation. The Holder of this Security by accepting this Security waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security. 
  

	17.	AUTHENTICATION 

  
 This Security shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other side of this
Security. 
  

	18.	ABBREVIATIONS AND DEFINITIONS 

  
 Customary abbreviations may be used in the name of the Holder 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 UGMA (= Uniform Gifts to Minors Act). 
  
 All terms defined in the Indenture and used in this Security but not specifically defined herein are defined in the Indenture and are used herein as so
defined. 
  

	19.	INDENTURE TO CONTROL; GOVERNING LAW 

  
 In the case of any conflict between the provisions of this Security and the Indenture, the provisions of the Indenture shall control. This Security shall
be governed by, and construed in accordance with, the laws of the State of New York. 
  

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 The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture.
Requests may be made to: i2 Technologies, Inc., 11701 Luna Road, Dallas, Texas 75234; Attention: General Counsel. 
  

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 ASSIGNMENT FORM 
  
 To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security to 
  
 ___________________________________________________________________________________________________________ 
 (Insert assignee’s soc. sec. or tax I.D. no.) 
  
 ___________________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
 (Print or type
assignee’s name, address and zip code) 
  
 and irrevocably appoint 
  
 ___________________________________________________________________________________________________________ 
  
 agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. 
  

									
	 	 	 	 	 Your Signature:

				
	 Date:
	 	 	 	 	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears on the other side of this Security)

  
 *Signature guaranteed by: 

 

			
		
	By:	 	 

  

	*	The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion
Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee 

  

 A-12 








 CONVERSION NOTICE 
  
 To convert this Security into Cash and Common Stock (if any) of the Company, check the box:  ̈ 
  
 To convert only part of this Security, state the principal amount to be converted (must be $1,000 or an integral multiple of $1,000):
$                        . 
  

If you want the stock certificate made out in another person’s name, fill in the form below: 
  
 ___________________________________________________________________________________________________________ 
 (Insert assignee’s
soc. sec. or tax I.D. no.) 
  
 ___________________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
 (Print or type
assignee’s name, address and zip code) 
  

									
	 	 	 	 	 Your Signature:

				
	 Date:
	 	 	 	 	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears on the other side of this Security)

  
 *Signature guaranteed by: 
  

			
		
	By:	 	 

  

	*	The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion
Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. 

  

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 REPURCHASE NOTICE 

	To:	i2 Technologies, Inc. 

  
 The undersigned registered owner of this Security hereby requests and instructs i2 Technologies, Inc. (the “Company”) to repurchase the
entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Repurchase Price, together with
accrued interest to, but excluding, such date, to the registered Holder hereof. 
  

					
	 Dated:                        
	 	 	 	 
			
	  	 	 	 	  
	 	 	 	 	 Signature(s)

			
	 	 	 	 	Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of
1934.
			
	  	 	 	 	  
	 	 	 	 	 Signature Guaranty


  
 Principal amount to be redeemed

 (in an integral multiple of $1,000, if less than all): 

 NOTICE: The signature to the foregoing Notice must correspond to the Name as written upon the face of this Security in every particular, without alteration or any change
whatsoever. 
  

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 PREFERRED REDEMPTION REPURCHASE NOTICE 
  

	To:	i2 Technologies, Inc. 

  
 The undersigned registered owner of this Security hereby requests and instructs i2 Technologies, Inc. (the “Company”) to repurchase the
entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Preferred Redemption Repurchase
Price, together with accrued interest to, but excluding, such date, to the registered Holder hereof. Notwithstanding the foregoing, the undersigned acknowledges and agrees that under the terms of the Indenture the Company shall not be obligated to
redeem any portion of this Security in excess of the amount determined by multiplying the aggregate principal amount of this Security by a fraction of which the numerator shall be the number of shares of Series B Preferred Stock redeemed by the
Company and of which the denominator shall be the total number of shares of Series B Preferred Stock outstanding at the time of such redemption. 
  

					
	 Dated:                        
	 	 	 	 
			
	  	 	 	 	  
	 	 	 	 	 Signature(s)

			
	 	 	 	 	Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of
1934.
			
	  	 	 	 	  
	 	 	 	 	 Signature Guaranty


  
 Principal amount to be redeemed

 (in an integral multiple of $1,000, if less than all): 

 NOTICE: The signature to the foregoing Notice must correspond to the Name as written upon the face of this Security in every particular, without alteration or any change
whatsoever. 
  

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 OPTION TO ELECT REPURCHASE 
 UPON A FUNDAMENTAL CHANGE 
  

	To:	i2 Technologies, Inc. 

  
 The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from i2 Technologies, Inc. (the
“Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an
integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Fundamental Change Repurchase Price, together with accrued interest to, but excluding, such date, to the registered Holder
hereof. 
  

					
	 Dated:                        
	 	 	 	 
			
	  	 	 	 	  
	 	 	 	 	 Signature(s)

			
	 	 	 	 	Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act
of 1934.
			
	  	 	 	 	  
	 	 	 	 	 Signature Guaranty


  
 Principal amount to be redeemed

 (in an integral multiple of $1,000, if less than all): 

 NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any
change whatsoever. 
  

 A-16 








 SCHEDULE OF EXCHANGES OF SECURITIES3 
  
 The following exchanges, redemptions, repurchases or conversions of a part of this global Security have been made: 
  

							
	 Principal Amount
of this Global Note
Following Such
 Decrease Date
 of Exchange (or Increase)

	 	Authorized
Signatory of
Securities
Custodian

	 	Amount of Decrease
in
Principal Amount
of this Global Note

	 	Amount of
Increase in
Principal Amount
of this Global Note



  

 A-17 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION 
 OF TRANSFER OF RESTRICTED SECURITIES3 
  

	Re:	5% Senior Convertible Notes due 2015 (the “Securities”) of i2 Technologies, Inc. 

  
 This certificate relates to $             principal
amount of Securities owned in (check applicable box)  ̈ book-entry or  ̈ definitive form by                      (the “Transferor”). 
  
 The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Securities. 
  
 In connection with
such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.12 of the Indenture dated as of November
    , 2005 between i2 Technologies, Inc. and JPMorgan Chase Bank, National Association, as trustee (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because
(check applicable box): 
  

	 	 ̈	Such Security is being transferred pursuant to an effective registration statement under the Securities Act. 

  

	 	 ̈	Such Security is being acquired for the Transferor’s own account, without transfer. 

  

	 	 ̈	Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. 

  

	 	 ̈	Such Security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any
successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given
that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. 

  

	 	 ̈	Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or
any successor thereto) (“Rule 144”) under the Securities Act. 

  

	 	 ̈	Such Security is being transferred to a non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act (or any successor
thereto). 

  

	 	 ̈	Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to
above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. 

  

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 The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form
of beneficial interests in a global Security which is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to (i) Rule 144A under the Securities Act
and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A) or (ii) Regulation S under the Securities Act. 
  

									
					
	 Date:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 (Insert Name of Transferor)


  

 A-19