EXHIBIT 1.1 ORACLE CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES)Underwriting Agreement • February 3rd, 1997 • Oracle Corp /De/ • Services-prepackaged software • New York
EXHIBIT 4.6 WARRANT AGREEMENT, dated as of May 19, 1997, between ORACLE CORPORATION, a Delaware corporation (the "Company"), and BANKBOSTON, N.A., a national banking association, as warrant agent (the "Warrant Agent"). WHEREAS, the Company proposes to...Warrant Agreement • August 13th, 1997 • Oracle Corp /De/ • Services-prepackaged software • California
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 29th, 1996 • Oracle Corp /De/ • Services-prepackaged software • Delaware
Exhibit 99.1 EMPLOYMENT AGREEMENT AGREEMENT made this 28th day of June, 1996 (the "Agreement") by and between Datalogix International Inc., a New York corporation, with offices at 100 Summit Lake Drive, Valhalla, New York 10595 (the "Company"), and...Employment Agreement • October 10th, 1996 • Oracle Corp /De/ • Services-prepackaged software • New York
Section 1.5 Certificate of Incorporation. The certificate of ---------------------------- incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance...Agreement and Plan of Merger • October 4th, 1996 • Oracle Corp /De/ • Services-prepackaged software • Delaware
Trust Indenture Indenture Act Section Section ------------------ ----------------- (S) 310(a)(1)...................................... 609 (a)(2)...................................... 609 (a)(3)...................................... Not Applicable...Oracle Corp /De/ • April 10th, 1997 • Services-prepackaged software • California
EXHIBIT 3 REGISTRATION RIGHTS AGREEMENT AGREEMENT, dated October 29, 1992, as amended and restated as of June 30, 1993 and as of September 6, 1994, among Datalogix International Inc., a New York corporation (the "Company"), and certain of the holders...Registration Rights Agreement • October 4th, 1996 • Oracle Corp /De/ • Services-prepackaged software • New York
RECITALSSupport Agreement • November 17th, 1998 • Oracle Corp /De/ • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER ----------------------------Agreement and Plan • November 17th, 1998 • Oracle Corp /De/ • Services-prepackaged software • Delaware
1. Representations and Warranties. (a) The Company hereby ------------------------------ represents and warrants to Goldman Sachs, as of the date hereof, as of each Pricing Date (as defined herein) and as of each Closing Date as follows:Warrant Purchase Agreement • August 13th, 1997 • Oracle Corp /De/ • Services-prepackaged software • California
AGREEMENT ---------Preferred Shares Rights Agreement • March 31st, 1998 • Oracle Corp /De/ • Services-prepackaged software • Delaware
Trust Indenture Indenture Act Section Section ------------------ ----------------- (S) 310(a)(1)...................................... 609 (a)(2)...................................... 609 (a)(3)...................................... Not Applicable...Oracle Corp /De/ • February 3rd, 1997 • Services-prepackaged software • California
Commercial Paper Dealer AgreementPaper Dealer Agreement • March 29th, 2005 • Oracle Corp /De/ • Services-prepackaged software • New York
This agreement (“Agreement”) sets forth the understandings between the Issuer and the Dealer in connection with the issuance and sale by the Issuer of its short-term promissory notes through the Dealer (the “Notes”).
Section 1. Purchase of Shares and Warrant. Concurrently with the ------------------------------ execution of this Agreement, the Company is selling and the Investor is purchasing: (a) the number of shares of the Company's Series F Convertible...Exhibit 2 • October 4th, 1996 • Oracle Corp /De/ • Services-prepackaged software • New York
INDEMNITY AGREEMENTIndemnity Agreement • September 17th, 2004 • Oracle Corp /De/ • Services-prepackaged software • Delaware
This Indemnity Agreement, effective as of , is made by and between Oracle Corporation, a Delaware corporation with executive offices located at 500 Oracle Parkway, Redwood Shores, California, 94065 (the “Company”), and , an [Title] of the Company residing at (the “Indemnitee”).
EXHIBIT 3 Voting and Proxy Agreement This Voting and Proxy Agreement dated November 8, 1999 is entered into between _________________ (the "Stockholder"), and Oracle Corporation, a Delaware corporation (the "Buyer"). In connection with the parties'...Voting and Proxy Agreement • November 18th, 1999 • Oracle Corp /De/ • Services-prepackaged software • Minnesota
AMENDMENT NUMBER ONE TO AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENTPreferred Shares Rights Agreement • March 22nd, 1999 • Oracle Corp /De/ • Services-prepackaged software
AGREEMENT ---------Rights Agent Agreement • December 30th, 1996 • Oracle Corp /De/ • Services-prepackaged software • Delaware
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August --------- 20, 1998, is entered into by and among Oracle Corporation, a Delaware corporation ("Parent"), AQX Acquisition Corporation, a...Exhibit 1 Agreement and Plan of Merger • August 31st, 1998 • Oracle Corp /De/ • Services-prepackaged software • Delaware
U.S. $5,000,000,000 364-DAY TERM LOAN AGREEMENT Dated as of January 5, 2006 Among ORACLE CORPORATION and OZARK HOLDING INC. THE LENDERS NAMED HEREIN as the Initial Lenders and WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent and CHASE...Day Term Loan Agreement • January 11th, 2006 • Oracle Corp /De/ • Services-prepackaged software • New York
Among Oracle Corporation, a Delaware corporation (“Oracle” or the “Borrower”, which term includes New Oracle, as herein defined, from and after the Mergers), and the banks, financial institutions, other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, Chase Lincoln First Commercial Corporation, as Syndication Agent, Citicorp North America, Inc. as Senior Managing Agent, Wachovia Bank, National Association, a national bank organized under the laws of the United States (“Wachovia”), as Administrative Agent (in such capacity, the “Agent”), and, Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc. as Joint Lead Arrangers and Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as Joint Bookrunners.
1. Representations and Warranties. (a) The Company hereby ------------------------------ represents and warrants to Morgan Stanley, as agent for MSIL, as of the date hereof, as of each Pricing Date (as defined herein) and as of each Closing Date as...Warrant Purchase Agreement • August 13th, 1997 • Oracle Corp /De/ • Services-prepackaged software • California
AGREEMENTAgreement • September 22nd, 2005 • Oracle Corp /De/ • Services-prepackaged software • Delaware
AGREEMENT dated as of September 12, 2005, between Oracle Corporation, a Delaware corporation (“Oracle”), Thomas Siebel (“Chairman Stockholder”) and the other Persons listed on signature pages hereof (Chairman Stockholder and each of the other persons, a “Stockholder” and, collectively, the “Stockholders”).
U.S. $1,500,000,000 364-DAY REVOLVING CREDIT AGREEMENT Dated as of December 24, 2003 Among ORACLE CORPORATION as the Borrower, THE LENDERS NAMED HEREIN as the Initial Lenders and ABN AMRO BANK N.V. as Syndication Agent CREDIT SUISSE FIRST BOSTON as...Day Revolving Credit Agreement • December 29th, 2003 • Oracle Corp /De/ • Services-prepackaged software • New York
Among Oracle Corporation, a Delaware corporation (the “Borrower”), and the banks, financial institutions, other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, ABN Amro Bank N.V., as Syndication Agent (in such capacity, the “Syndication Agent”) and Credit Suisse First Boston, a bank organized under the laws of Switzerland acting through its Cayman Islands branch (“CSFB”), as Sole Lead Arranger, Sole Bookrunner and as Administrative Agent (in such capacity, the “Agent”).
AGREEMENT AND PLAN OF MERGER dated as of December 12, 2004 among PEOPLESOFT, INC., ORACLE CORPORATION and PEPPER ACQUISITION CORP.Agreement and Plan of Merger • December 14th, 2004 • Oracle Corp /De/ • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER dated as of December 12, 2004, among PeopleSoft, Inc., a Delaware corporation (the “Company”), Oracle Corporation, a Delaware corporation (“Parent”), and Pepper Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”).
U.S. $3,000,000,000 364-DAY REVOLVING CREDIT AGREEMENT Dated as of March 18, 2005 Among ORACLE CORPORATION as the Borrower, THE LENDERS NAMED HEREIN as the Initial Lenders and WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent and CREDIT...Day Revolving Credit Agreement • March 22nd, 2005 • Oracle Corp /De/ • Services-prepackaged software • New York
Oracle Corporation, a Delaware corporation (the “Borrower”), and the banks, financial institutions, other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, Wachovia Bank, National Association (“Wachovia”) as Administrative Agent (in such capacity, the “Agent”), Credit Suisse First Boston, a bank organized under the laws of Switzerland acting through its New York branch (“CSFB”) and ABN AMRO Bank N.V., as Syndication Agents (in such capacity, the “Syndication Agents”) and Bank of America, N.A. and Deutsche Bank Securities, Inc., as documentation agents (in such capacity, the “Documentation Agents”) and Wachovia Capital Markets LLC and CSFB, as Joint Lead Arrangers and Joint Bookrunners, agree as follows:
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • March 29th, 2005 • Oracle Corp /De/ • Services-prepackaged software • New York
This Agreement, dated as of March 23, 2005, is by and between Oracle Corporation, a Delaware corporation (the “Issuer") and JPMorgan Chase Bank, National Association (“JPMorgan").
EXHIBIT 2 Plan of Merger This Plan of Merger (this "Plan of Merger") dated November __, 1999 is entered into by DM Acquisition Corp., a Minnesota corporation ("Buyer Subsidiary"), and Carleton Corporation, a Minnesota corporation (the "Company")....Plan of Merger • November 18th, 1999 • Oracle Corp /De/ • Services-prepackaged software
amongAgreement of Merger • November 18th, 1999 • Oracle Corp /De/ • Services-prepackaged software • Minnesota
GUARANTYGuaranty • May 26th, 2005 • Oracle Corp /De/ • Services-prepackaged software • New York
GUARANTY (this “Guaranty”) dated as of May 20, 2005 by ORACLE CORPORATION, a Delaware corporation (the “Guarantor”) for the benefit of the Bank referred to below.
Contact: Jennifer GlassOracle Corp /De/ • July 2nd, 2003 • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER dated as of September 12, 2005 among ORACLE CORPORATION, SIEBEL SYSTEMS, INC., OZARK HOLDING INC., OZARK MERGER SUB, and SIERRA MERGER SUBAgreement and Plan of Merger • September 15th, 2005 • Oracle Corp /De/ • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER dated as of September 12, 2005 (this “Agreement”) among Oracle Corporation, a Delaware corporation (“Oracle”), Siebel Systems, Inc., a Delaware corporation (“Siebel”), Ozark Holding Inc., a Delaware corporation and a wholly owned subsidiary of Oracle (“Parent”), Ozark Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Ozark Merger Sub”), and Sierra Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sierra Merger Sub” and, together with Ozark Merger Sub, the “Merger Subs”).
EXHIBIT 10.1 RESTATEMENT OF EMPLOYMENT AGREEMENT This Agreement is entered into as of August 31, 1996 between Oracle Corporation ("Employer") and David J. Roux ("Employee") to restate the existing terms of the employment relationship between Employer...Restatement of Employment Agreement • October 15th, 1996 • Oracle Corp /De/ • Services-prepackaged software
This Agreement is entered into as of August 31, 1996 between Oracle Corporation ("Employer") and David J. Roux ("Employee") to restate the existing terms of the employment relationship between Employer and Employee and eliminate provisions which have expired.
FIRST AMENDMENTFirst Amendment • January 11th, 2006 • Oracle Corp /De/ • Services-prepackaged software • New York
WHEREAS, as a condition of the extension of the Term Loan (as defined in the Guaranty), Oracle has executed the Guaranty, which guarantees all obligations of the Borrower to the Lender in respect of the Term Loan for the benefit of the Lender;
FACILITY AGREEMENT between ORACLE TECHNOLOGY COMPANY as Borrower and ABN AMRO BANK N.V. as Lender McCann FitzGerald Solicitors 2 Harbourmaster Place International Financial Services Centre Dublin 1 EDV\1007062.5Facility Agreement • May 26th, 2005 • Oracle Corp /De/ • Services-prepackaged software
ORACLE USA, INC. LETTERHEAD]Resignation Agreement • November 9th, 2005 • Oracle Corp /De/ • Services-prepackaged software
This Resignation Agreement (“Agreement”), upon your signature, will constitute the agreement between you and Oracle Corporation/Oracle USA, Inc (“Oracle”), regarding the terms of your resignation from employment with Oracle.
