CONFIDENTIALITY AGREEMENT August 29, 2007Confidentiality Agreement • December 4th, 2007 • Sap France S.A. • Services-prepackaged software • Delaware
Mr. Henning Kagerimann Chairman of the Executive Board, Chief Executive Officer SAP AG, Walldorf, Germany Dietmar-Hopp-Allee 16 Walldorf, 69190
TENDER OFFER AGREEMENTTender Offer Agreement • December 4th, 2007 • Sap France S.A. • Services-prepackaged software
NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein, the parties hereto agree as follows:
This AMENDMENT NO. 1 dated as of December 3, 2007 (this Amendment) is made and entered into by and among:Sap France S.A. • December 4th, 2007 • Services-prepackaged software
SAP AG as Borrower DEUTSCHE BANK AG as Original Mandated Lead Arranger DEUTSCHE BANK AG PARIS BRANCH as Offer Guarantor DEUTSCHE BANK LUXEMBOURG S.A. as Existing Lender and Agent and Certain Financial Institutions as Acceding Mandated Lead Arrangers...Agreement • December 4th, 2007 • Sap France S.A. • Services-prepackaged software
Save as otherwise defined herein, a term defined in the Facility Agreement has the same meaning in this Agreement. The principles of construction set out in the Facility Agreement will have effect as if set out in this Agreement.
ContractLiquidity Agreement • December 3rd, 2007 • Sap France S.A. • Services-prepackaged software
The following letter (including the attached liquidity agreement term sheet) is a translation of a French language original, a form of which was distributed to various French or former French resident employees of Business Objects by SAP France S.A. and Business Objects S.A. via e-mail on December 3, 2007. SAP France S.A. and Business Objects S.A. will be mailing personalized and signed copies of this letter and term sheet to all relevant employees on December, 4, 2007.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 4th, 2007 • Sap France S.A. • Services-prepackaged software
