-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RdFuMQ7nfHP0fH9zRn/zqutWTx9O7ZQQ8L4xnnC8DSYIXonpIRzwuIgLhNE8SfeP n3RMpJDWlcEA2NidtDELyQ== 0001104659-06-031620.txt : 20060505 0001104659-06-031620.hdr.sgml : 20060505 20060505164441 ACCESSION NUMBER: 0001104659-06-031620 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20060505 DATE AS OF CHANGE: 20060505 GROUP MEMBERS: ROMESH WADHWANI GROUP MEMBERS: SYMPHONY TECHNOLOGY II-A L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYMPHONY TECHNOLOGY II GP LLC CENTRAL INDEX KEY: 0001257053 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 4015 MIRANDA AVE STREET 2: 2ND FL CITY: PALO ALTO STATE: CA ZIP: 94304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lawson Software, Inc. CENTRAL INDEX KEY: 0001344632 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: MN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81780 FILM NUMBER: 06813631 BUSINESS ADDRESS: STREET 1: 380 ST PETER STREET CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 651-767-7000 MAIL ADDRESS: STREET 1: 380 ST PETER STREET CITY: ST PAUL STATE: MN ZIP: 55102 FORMER COMPANY: FORMER CONFORMED NAME: Lawson Holdings, Inc. DATE OF NAME CHANGE: 20051116 SC 13D 1 a06-11198_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

LAWSON SOFTWARE, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

52078P102

(CUSIP Number)

Symphony Technology II GP, LLC

4015 Miranda Avenue

Palo Alto, California 94304

Telephone: (650) 935-9500

with copies to:

Steve L. Camahort, Esq.

O’Melveny & Myers LLP

Embarcadero Center West

275 Battery Street, Suite 2600

San Francisco, CA 94111

Telephone: (415) 984-8700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 25, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 52078P102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Symphony Technology II GP, LLC 01-0586867

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 25,652,359 (1)

			9.	Sole Dispositive Power 0

CUSIP No. 52078P102

	10.	Shared Dispositive Power 25,652,359 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,652,359 (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14% (See Item 5)

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 52078P102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Symphony Technology II-A, L.P. 01-0586852

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO, WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 25,652,359 (1)

			9.	Sole Dispositive Power 0

CUSIP No. 52078P102

	10.	Shared Dispositive Power 25,652,359 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,652,359 (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14% (See Item 5)

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 52078P102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Romesh Wadhwani

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 25,652,359 (1)

			9.	Sole Dispositive Power 0

CUSIP No. 52078P102

	10.	Shared Dispositive Power 25,652,359 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,652,359 (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14% (See Item 5)

	14.	Type of Reporting Person (See Instructions) IN

(1)

The reported securities are owned directly by Symphony Technology Group II-A, L.P. (“Symphony”). Symphony Technology II GP, L.P. (“Symphony GP”) controls the voting and disposition of the reported securities through the account of Symphony, of which Symphony GP is the sole general partner. Dr. Romesh Wadhwani is the Managing Director of Symphony GP and either has sole authority and discretion to manage and conduct the affairs of Symphony GP or has veto power over the management and conduct of Symphony GP. By reason of these relationships, each of the reporting persons may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of the reported securities beneficially owned by such reporting person as indicated above. Symphony GP and Dr. Wadhwani disclaim beneficial ownership of the reported securities held by Symphony.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits and Schedule attached hereto is expressly incorporated herein by reference and the response to each item of this Schedule 13D is qualified in its entirety by the provisions of such Exhibits and Schedule

Item 1.	Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, $0.01 par value per share (“Common Stock”), of Lawson Software, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 380 St. Peter Street, St. Paul, Minnesota, 55102.

Item 2.	Identity and Background.

(a) This Statement is being filed jointly by the following (each a “Reporting Person” and collectively, the “Reporting Persons”): (1) Symphony Technology II GP, LLC, a Delaware limited liability company (“Symphony GP”), (2) Symphony Technology II-A, L.P., a Delaware limited partnership (“Symphony”) and (3) Dr. Romesh Wadhwani (“Dr. Wadhwani”). The agreement among the Reporting Persons relating to the joint filing of this statement is attached to this Statement as Exhibit 99.1. Attached as Schedule I hereto and incorporated herein by reference is a list containing the (a) name, (b) citizenship, (c) present principal occupation or employment and (d) the name, principal business address of any corporation or other organization in which such employment is conducted, of each managing member of Symphony GP (the “Managing Persons”). (b) The business address for each of the Reporting Persons is 4015 Miranda Avenue, Palo Alto, California 94304. (c) The principal business of Symphony is acting as a private investment fund engaged in purchasing, holding and selling investments for its own account. The principal business of Symphony GP is acting as the sole general partner of Symphony. Dr. Wadhwani is the Managing Director of Symphony GP. Dr. Wadhwani’s principal occupation is serving as the Managing Partner of Symphony Technology Group, LLC and Managing Director of Symphony GP. Dr. Wadhwani is also a director of the Company. (d) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the Managing Persons, has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the Managing Persons, has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Symphony GP and Symphony is organized under the laws of the State of Delaware. Dr. Wadhwani is a United States citizen.

Item 3.	Source Amount of Funds or Other Consideration

Symphony acquired 24,446,941 shares of Common Stock in connection with the offer (the “Offer”) by the Company to exchange (i) 0.5061 shares of Common Stock for each Series A share of Intentia (“Series A Shares”) outstanding, (ii) 0.4519 shares of Common Stock for each Series B share of Intentia (“Series B Shares”) outstanding and (iii) 0.2157 shares of Common Stock for each outstanding warrant to purchase Series B Shares (the “Series B Warrants” and, together with the Series A Shares and Series B Shares, the “Intentia Securities”). On April 25, 2006, the Company announced the completion of the Offer, pursuant to which Symphony received 24,446,941 shares of Common Stock in exchange for (i) 2,253,724 Series A Shares, (ii) 40,595,776 Series B Shares and (iii) 23,000,000 Series B Warrants.

As described more fully in Item 6 of this Statement, which is incorporated herein by reference, Symphony is party to the Put/Call Agreements, pursuant to which the Tennenbaum Funds have the right to require Symphony to purchase from the Tennenbaum Funds, and Symphony has the right to require the Tennenbaum Funds to sell to Symphony, up to an aggregate of 587,918 shares of Common Stock. The exercise price of the Put Option or Call Option includes accumulated interest to the date of such exercise and therefore is determined at the time of such exercise. Symphony expects that any funds used by Symphony to purchase shares of Common Stock upon the exercise of the Put Option or Call Option would be paid out of working capital. Symphony made no payment upon entering into the Put/Call Agreements. In January 2005, Symphony acquired 617,500 shares of Common Stock in a series of open market transactions at prevailing market rates. The aggregate purchase price for these shares of Common Stock was $4,034,965, and the funds used to make these purchases were paid out of working capital.

Item 4.	Purpose of Transaction

Pursuant to the terms of the Offer, Symphony acquired 24,446,941 of the shares of Common Stock reported on this Statement in exchange for the Intentia Securities. Symphony acquired the Intentia Securities for investment and in the ordinary course of business. Following the consummation of the Offer, Dr. Wadhwani was appointed as a director of the Company effective April 25, 2006. Symphony acquired 617,500 of the shares of Common Stock reported on this Statement for investment and in the ordinary course of business, and not for the purpose of acquiring control of the Company. Pursuant to the terms of the Put/Call Agreements, Symphony has the right to acquire 587,918 of the shares of Common Stock reported on this Statement. The Reporting Persons expect that any acquisition of shares of Common Stock by Symphony pursuant to the Put/Call Agreements will be for investment and in the ordinary course of business, and not for the purpose of acquiring control of the Company. The Reporting Persons may review Symphony’s investment in the Company on a continuing basis and any of the Reporting Persons may in the future engage in discussions with management, the board of directors, other stockholders and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Company. Although no Reporting Person has any specific plan or proposal to purchase or sell shares of Common Stock, depending on various factors including, without limitation, the results of any such discussions, the Company’s financial position and business strategy, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate including, without limitation, purchasing additional shares or selling some or all of their Shares or engaging in any hedging or similar transactions with respect to the Shares. Except as set forth above, the Reporting Persons and, to the knowledge of the Reporting Persons, the Managing Persons, have no present plans or intentions that would result in or relate to any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.	Interest in Securities of the Issuer

(a) The Reporting Persons may be deemed to beneficially own an aggregate of 25,652,359 shares of Common Stock (the “Shares”), consisting of 25,064,441 Shares held directly by Symphony and 587,918 Shares which Symphony has the right to acquire pursuant to the Put/Call Agreements. The Company has informed the Reporting Persons that there were 183,180,928 shares of Common Stock issued and outstanding as of April 25, 2006. The Shares that may be deemed to be beneficially owned by the Reporting Persons represent approximately 14% of the outstanding shares of Common Stock as of April 25, 2006. The foregoing percentage was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically excludes from such calculations all securities not outstanding which are subject to options, warrants, rights or conversion privileges and which are beneficially owned by any person other than the Reporting Persons.

By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own , the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of the group. (b) 25,681,941 shares of Common Stock are owned directly by Symphony. Symphony has the right to acquire an additional 587,918 shares of Common Stock pursuant to the Put/Call Agreements described more fully in Item 6, which is incorporated herein by reference. Symphony GP controls the voting and disposition of the Shares through the account of Symphony, of which Symphony GP is the sole general partner. Dr. Wadhwani is the Managing Director of Symphony GP and either has sole authority and discretion to manage and conduct the affairs of Symphony GP or has veto power over the management and conduct of Symphony GP. By reason of these relationships, each Reporting Person may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of the Shares beneficially owned by such Reporting Person as indicated above. Symphony GP and Dr. Wadhwani disclaim beneficial ownership of the Shares held directly by Symphony. The filing of this Statement shall not be construed as an admission that any of the Reporting Persons share beneficial ownership for purposes of Section 13(d) of the Exchange Act. (c) Except for the transactions described in Item 3 above related to the completion of the Offer, which is herein incorporated by reference, there have been no transactions in Common Stock by the Reporting Persons in the past sixty (60) days. (d) Not applicable. (e) Not applicable. Except as set forth above, to the knowledge of the Reporting Persons, none of the Managing Persons has beneficial ownership of any Shares.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Symphony is party to Put and Call Option Agreements, as amended (the “Put/Call Agreements”), entered into with Special Value Expansion Fund, LLC (“SVEF”) and Special Value Opportunities Fund, LLC (“SVOF” and, together with SVEF, the “Tennenbaum Funds”), funds managed by Tennenbaum Capital Partners, LLC, pursuant to which Symphony has the right to require the Tennenbaum Funds to sell to Symphony (the “Call Option”), and the Tennenbaum Funds have the right to require Symphony to purchase from the Tennenbaum Funds (the “Put Option”), up to an aggregate of 1,161,664 Series A Shares (345,049 of which are held by SVEF and 816,615 of which are held by SVOF) (the “Option Shares”). The Put/Call Agreements provide that, if the Tennenbaum Funds accept a public offer in exchange for the Option Shares, the Put/Call Agreements shall apply to the new shares of the acquiring company and the number of Option Shares shall be adjusted to equal the number of shares received by the Tennenbaum Funds as consideration for the Option Shares. In connection with the Offer, the Tennenbaum Funds received 587,918 shares of Common Stock in exchange for the 1,161,664 Series A Shares held by the Tennenbaum Funds based on an exchange rate of 0.5061 shares of Common Stock per Series A Share. The Put/Call Agreements set the original exercise price of the Call Option or Put Option at $2.92 per Option Share, plus applicable interest as set forth the Put/Call Agreements. The Put/Call Agreements provide that, following the exchange of the Option Shares in a public offer, the exercise price shall be adjusted to be equal to the original exercise price per Option Share, including applicable interest, multiplied by the number of Option Shares held by the Tennenbaum Funds prior to the share exchange, divided by the number of shares received by the Tennenbaum Funds as consideration for the share exchange. In connection with the Offer and pursuant to this adjustment mechanism, the exercise price of the Put Option and Call Option was approximately $6.49 per share as

of the completion of the Offer.

This description of the Put/Call Agreements does not purport to be complete and is qualified in its entirety by the text of the Put/Call Agreements and the amendments related thereto, copies of which are attached as Exhibits 99.2 through 99.7 and which are incorporated by reference herein.

Based on the foregoing and the transactions and relationships described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The filing of this statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.

The responses set forth in Item 3, 4 and 5 of this Statement are incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits.

Exhibit Number		Document
99.1		Joint Filing Agreement dated May 5, 2006, by and among Symphony Technology II GP, LLC, Symphony Technology II-A, L.P. and Dr. Romesh Wadhwani.
99.2		Put and Call Option Agreement, dated February 9, 2005, by and between Symphony Technology II-A, L.P. and Special Value Opportunities Fund, LLC
99.3		Put and Call Option Agreement, dated February 9, 2005, by and between Symphony Technology II-A, L.P. and Special Value Expansion Fund, LLC
99.4		Amendment No. 1 to Put and Call Option Agreement, dated July 25, 2005, by and between Symphony Technology II-A, L.P. and Special Value Opportunities Fund, LLC
99.5		Amendment No. 1 to Put and Call Option Agreement, dated July 25, 2005, by and between Symphony Technology II-A, L.P. and Special Value Expansion Fund, LLC
99.6		Amendment No. 2 to Put and Call Option Agreement, dated March 31, 2006, by and between Symphony Technology II-A, L.P. and Special Value Opportunities Fund, LLC
99.7		Amendment No. 2 to Put and Call Option Agreement, dated March 31, 2006, by and between Symphony Technology II-A, L.P. and Special Value Expansion Fund, LLC

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 5, 2006
	SYMPHONY TECHNOLOGY II GP, LLC

	By:	/s/ Romesh Wadhwani
	Name:		Romesh Wadhwani
	Title:		Managing Member

SYMPHONY TECHNOLOGY II-A, L.P. By Symphony Technology II GP, LLC, its general partner

By:	/s/ Romesh Wadhwani
Name:		Romesh Wadhwani
Title:		Managing Member

	ROMESH WADHWANI
	/s/ Romesh Wadhwani
	Name:	Romesh Wadhwani

SCHEDULE I

The names, business addresses, present principal occupations, and citizenship of the managing members of Symphony Technology II GP, LLC are set forth below. If no address is given, the managing member’s principal business address is 4015 Miranda Avenue, Palo Alto, California 94304. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Symphony Technology Group, LLC.

Name and Business Address	Principal Occupation	Citizenship
Herbert Hunt	Executive Vice President, Operations	United States
William Chisholm	Managing Director	United States
Douglas Smith	Managing Director	United States

INDEX TO EXHIBITS

Exhibit Number		Document
99.1		Joint Filing Agreement dated May 5, 2006, by and among Symphony Technology II GP, LLC, Symphony Technology II-A, L.P. and Dr. Romesh Wadhwani.
99.2		Put and Call Option Agreement, dated February 9, 2005, by and between Symphony Technology II-A, L.P. and Special Value Opportunities Fund, LLC
99.3		Put and Call Option Agreement, dated February 9, 2005, by and between Symphony Technology II-A, L.P. and Special Value Expansion Fund, LLC
99.4		Amendment No. 1 to Put and Call Option Agreement, dated July 25, 2005, by and between Symphony Technology II-A, L.P. and Special Value Opportunities Fund, LLC
99.5		Amendment No. 1 to Put and Call Option Agreement, dated July 25, 2005, by and between Symphony Technology II-A, L.P. and Special Value Expansion Fund, LLC
99.6		Amendment No. 2 to Put and Call Option Agreement, dated March 31, 2006, by and between Symphony Technology II-A, L.P. and Special Value Opportunities Fund, LLC
99.7		Amendment No. 2 to Put and Call Option Agreement, dated March 31, 2006, by and between Symphony Technology II-A, L.P. and Special Value Expansion Fund, LLC

EX-99.1 2 a06-11198_1ex99d1.htm EX-99

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, we, the signatories of the statement on Schedule 13D to which this joint filing agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

Dated: May 5, 2006
		SYMPHONY TECHNOLOGY II GP, LLC

	By:	/s/ Romesh Wadhwani
	Name:	Romesh Wadhwani
	Title:	Managing Member


		SYMPHONY TECHNOLOGY II-A, L.P.
		By Symphony Technology II GP, LLC, its general partner

	By:	/s/ Romesh Wadhwani
	Name:	Romesh Wadhwani
	Title:	Managing Member


		ROMESH WADHWANI

		/s/ Romesh Wadhwani
	Name:	Romesh Wadhwani

EX-99.2 3 a06-11198_1ex99d2.htm EX-99

Exhibit 99.2

PUT AND CALL OPTION AGREEMENT

This agreement (this “Agreement”) is made on 9 February 2005

BETWEEN:

(1) Symphony Technology II-A, L.P., a Delaware Limited Partnership with its office located at 4015 Miranda Avenue, 2^nd Floor, Palo Alto, CA 94304, USA (“Symphony”); and

(2) Special Value Opportunities Fund, LLC, a Delaware limited liability company, (“Tennenbaum”).

Symphony and Tennenbaum are collectively referred to as “Parties”, each being a “Party”.

WHEREAS:

(A) Each of Symphony and Tennenbaum owns shares in Intentia International AB (publ), Reg. No, 556387-8148, a company incorporated under the laws of Sweden, with its office located at Vendevägen 89, 182 15 Danderyd (the “Company”).

(B) Tennenbaum is considering entering into an agreement (the “Share Purchase Agreement”) with Björn Algkvist and Björn Algkvist Management AB, Reg. No. 556528-1770, a company wholly owned by Björn Algkvist (“BAMAB”) regarding the purchase of an additional 1,275,680 shares of class A in the Company.

(C) The Parties have agreed that 816,615 of the above mentioned shares of class A in the Company shall be subject to a put and call option (the “Option Shares”) as set forth in this Agreement.

IT IS AGREED as follows:

1 Call Option

1.1 Upon written demand from Symphony (“Call Notice”) Tennenbaum shall sell and Symphony shall purchase the number of Option Shares indicated in the Call Notice, provided that the sale of the Option Shares to Tennenbaum under Share Purchase Agreement has occurred (the “Call Option”).

1.2 The Call Option can be exercised for all or some of the Option Shares and at one or several occasions, provided, however, that all Call Options so exercised may not be for more than the initial aggregate number of Option Shares. Further, the Call Option can not be exercised more than four (4) times a year. If a public offer for the shares in the Company is announced, the restriction in the preceding sentence shall not apply to any exercise made after the announcement of the offer and during the rest of the year in question.

2 Put Option

2.1 Upon written demand from Tennenbaum (“Put Notice”) Symphony shall purchase and Tennenbaum shall sell the number of the Option Shares indicated in the Put Notice (the “Put Option”).

2.2 The Put Option can be exercised for all or some of the Option Shares and at one or several occasions, provided, however, that all Put Options so exercised may not be for more than the initial aggregate number of Option Shares. Further, the Put Option can not be exercised more than four (4) times a year. If a public offer for the shares in the Company is announced, the restriction in the preceding sentence shall not apply to any exercise made after the announcement of the offer and during the rest of the year in question.

2.3 Symphony shall in no event be obligated to acquire Option Shares under the Put Option to such an extent that Symphony, together with any persons or entities controlled by or under common control with Symphony, would reach the threshold for an obligation to make a mandatory tender offer for shares in the Company according to at each time applicable law, regulations, self-regulatory requirements or other applicable rules on the Swedish securities market.

3 Purchase Price

3.1 The purchase price to be paid by Symphony upon exercise of the Call Option or the Put Option (the “Purchase Price”) shall be SEK 20.3 per Option Share, adjusted upwards by application of an interest rate of 6.5 per cent (6.5%) per annum. The interest shall be calculated on the basis of the exact number of days during the period from and including the date of this Agreement up to and including the date of payment of the Purchase Price divided by 360 days.

3.2 The Purchase price may be subject to adjustment pursuant to section 8 below.

4 Call Notice

A Call Notice shall include information on the number of Option Shares that Symphony wishes to acquire and the account to which the Option Shares shall be transferred. Within three (3) Business Days of receipt of a Call Notice (for the purposes of this Agreement a “Business Day” shall mean any day on which banks are open for general banking business in Stockholm and New York) Tennenbaum shall provide to Symphony written information on the account to which the aggregate Purchase Price shall be paid.

5 Put Notice

5.1 A Put Notice shall include information on the number of Option Shares that Tennenbaum wishes to sell and on the account to which the aggregate Purchase Price shall be paid. Within three (3) Business Days of receipt of a Put Notice, Symphony shall provide to Tennenbaum written information on the account to which the Option Shares shall be transferred.

5.2 If, pursuant to section 2.3 above, Symphony is not obligated to purchase all the Option Shares indicated in a Put Notice, Symphony shall notify Tennenbaum in writing of the maximum number of Option Shares that Symphony is obligated to purchase within three (3) Business Days of receipt of the Put Notice (a “Limit Notice”). If Tennenbaum wishes to sell such number of Option Shares it shall notify Symphony thereof in writing within three (3) Business Days of receipt of the Limit Notice (a “Confirmation Notice”). In the event that the restriction set out in section 2.3 above has been applied at any time during the term of this Agreement, the restriction regarding the number of times that the Put Option may be exercised set out in the penultimate sentence of section 2.2 above shall not apply thereafter.

6 Closing

Closing shall occur on such time as may be agreed between the Parties but in no event later than fifteen (15) Business Days of receipt of the Call Notice or Put Notice, as the case may be by payment versus delivery, using the VPC system’s facilities for Real Time Gross Settlement no later than 12:00 noon Stockholm time on the closing date.

7 Representations and Warranties

Tennenbaum represents and warrants that it will, upon exercise of the Call Option or Put Option, as the case may be, deliver to Symphony good and marketable title to the Option Shares and that the Shares are free and clear of all liens, claims, options or other encumbrances and that no right of first refusal or similar third party rights exists with regard to such Option Shares.

8 Public Offers for Shares In the Company and Recalculation of Purchase Price

8.1 Tennenbaum is entitled to accept a public offer for the shares in the Company in exchange for payment with new shares in the acquiring company or other securities, (the “New Option Shares”). If Tennenbaum accepts such an offer, this Agreement shall apply mutatis mutandis to the New Option Shares and the number of Option Shares shall be adjusted to equal the aggregate number of the New Option Shares received by Tennenbaum as consideration for the Option Shares and the Purchase Price per New Option Share shall be recalculated in accordance with the following formula.

The recalculated Purchase Price per New Option Share		=		the Purchase Price for each Option Share immediately prior to the announcement of the public offer multiplied by the number of Option Shares held by Tennenbaum prior to accepting the offer
				the number of New Option Shares received by Tennenbaum as consideration for the Option Shares immediately after the offer

8.2 Tennenbaum is entitled to accept a public offer for the shares in the Company in exchange for payment with cash. If Tennenbaum accepts such an offer, Symphony shall be entitled to receive the cash consideration received by Tennenbaum in the offer and Tennenbaum shall be entitled to receive from Symphony the Purchase Price for each Option Share immediately prior to the announcement of the public offer multiplied by the number of Option Shares held by Tennenbaum prior to accepting the offer. These amounts shall be netted against each other and the net amount (the “Net Amount”) shall be paid to the Party entitled thereto as soon as possible after the settlement of the public offer. The Net Amount shall be adjusted for any tax effects (positive or negative) for Tennenbaum and/or Symphony as a result the transactions resulting from the acceptance the public offer. The Parties shall negotiate in good faith in order to reach an agreement on the amount of such adjustment.

8.3 Tennenbaum is entitled to accept a public offer for the shares in the Company in exchange for payment in the form of a combination of cash and securities, in which case sections 8.1 and 8.2 above shall apply mutatis mutandis.

8.4 The provisions of section 8.1 through 8.3 above shall apply mutatis mutandis in case of a legal merger in which the Company is not the surviving entity.

8.5 In the event of the occurrence of a corporate action of the Company that results in a change in the share capital or number of issued shares, or in the event of a dividend in kind from the Company, the number of Option Shares and/or the applicable Purchase Price shall be adjusted in order to compensate for any changes in the theoretical economic value of the Call Option and Stock Option following directly from such action.

9 Restriction on Transfers of Shares

Except as set out in section 8 above, Tennenbaum undertakes not to sell any of the Option Shares without the prior written consent of Symphony. For the avoidance of doubt, Tennenbaum is entitled to sell shares in the Company of Class A, however, not to the extent that its aggregate holding of shares in the Company of Class A falls below the number of Option Shares stated in the introductory paragraph (B). Further, Tennenbaum is entitled to sell all or a portion of the Option Shares on the day this Agreement ceases to apply in accordance with section 17.3 below.

10 Notices

10.1 All notices and other communications required or permitted under this Agreement must be in writing in the English language and shall be deemed to have been received by a Party when:

(i) delivered by post, unless actually received earlier, on the fifth (5) Business Day after posting;

(ii) delivered by hand, on the day of delivery;

(iii) delivered by fax, on the day of dispatch if supported by a written confirmation from the sender’s fax machine that the message has been properly transmitted.

10.2 All notices and communications required or permitted under this Agreement shall be addressed as set out below or to such other addresses as may be given by written notice in accordance with this section 10.

If to the Symphony:		Symphony Technology II-A, L.P
		C/o Symphony Technology Group
		Attn. William Chisholm
		4015 Miranda Avenue, 2^nd Floor
		Palo Alto, CA 94304
		Fax. no. +1 650-935-9501

If to the Tennenbaum:		Special Value Opportunities Fund, LLC
		C/o Tennenbaum Capital Partners, LLC
		Attn. Steven Chang
		2951 28^th Street, Suite 1000,
		Santa Monica, CA 90405
		Fax. no. +1 310-566-1035

11 Costs

Each of the Parties shall pay its own costs and expenses in connection with the preparation for and the completion of the transactions contemplated by, or otherwise incurred in the performance of such Party’s obligations or exercise of its rights under, this Agreement.

12 Interpretation

The headings in this Agreement are for ease of reference only and shall not affect the interpretation of any provision of this Agreement.

13 Assignment

This Agreement and the rights and obligations specified herein shall be binding upon and inure to the benefit of the Parties hereto and shall not be assignable or transferable by any of the Parties hereto without the prior written consent of the other Parties.

14 Confidentiality

Each Party undertakes not to use or disclose the existence of this Agreement or the agreements, covenants or obligations contained herein which is not in the public domain unless (i) required to do so by law or pursuant to any order of court or other competent authority or tribunal (ii) required to do so by any applicable stock exchange regulations or the regulations of any other recognised market place (iii) such disclosure has been consented to by the other Parties in writing (such consent not to be unreasonably withheld) or (iv) the information is disclosed to its professional advisers who are bound to such Party by a duty of confidence which applies to any information disclosed. If a Party becomes required, in circumstances contemplated by (i) or (ii) to disclose any information, the disclosing Party shall use its reasonable endeavours to consult with the other Parties prior to any such disclosure.

15 Amendments and Waivers

This Agreement may only be amended, changed or modified by an instrument in writing duly executed by the Parties. In no event shall any delay, failure or omission of a Party in enforcing, exercising or pursuing any right, claim or remedy under this Agreement be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived in writing.

16 Entire Agreement

Each of the Parties to this Agreement confirms that this Agreement represents the entire understanding and constitutes the whole agreement between the Parties relating to the

subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, agent, employee or representative of either of the Parties.

17 Term the Agreement etc

17.1 This Agreement enters into force as from the day written above and will remain valid up to an including 9 July 2005. The provisions regarding confidentiality in section 14 above shall, however, survive the termination of this Agreement.

17.2 The Parties shall, during the term of this Agreement, negotiate in good faith with a view to reaching an agreement on the ownership of the Option Shares. If no such agreement is reached prior to the expiry of this Agreement, the Parties shall have no claims or obligations in relation to each other with regard to the Option Shares.

17.3 Notwithstanding the provisions of this section 17, this Agreement shall apply to the settlement of such part of the Call Option or Put Option as may be encompassed by a Call Notice or Put Notice made prior to the expiry of the Agreement and the provisions of section 8 shall apply in respect of a public offer announced prior to the expiry of this Agreement.

18 Governing Law and Disputes

This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of California without respect to the conflict of laws provisions thereof.

This agreement has been issued in two (2) originals, one (1) for each party.

SYMPHONY TECHNOLOGY II-A, L.P.

By: Symphony Technology II GP, LLC

its General Partner

By:	/s/ Bill Chisholm
	Bill Chisholm


SPECIAL VALUE OPPORTUNITIES FUND, LLC


By:	/s/ Howard M. Levkowitz
Name: Howard M. Levkowitz
Its: Authorized Signatory

EX-99.3 4 a06-11198_1ex99d3.htm EX-99

Exhibit 99.3

PUT AND CALL OPTION AGREEMENT

This agreement (this “Agreement”) is made on 9 February 2005

BETWEEN:

(1) Symphony Technology II-A, L.P., a Delaware Limited Partnership with its office located at 4015 Miranda Avenue, 2^nd Floor, Palo Alto, CA 94304, USA (“Symphony”); and

(2) Special Value Expansion Fund, LLC, a Delaware limited liability company, (“Tennenbaum”).

Symphony and Tennenbaum are collectively referred to as “Parties”, each being a “Party”.

WHEREAS:

(A) Each of Symphony and Tennenbaum owns shares in Intentia International AB (publ), Reg. No. 556387-8148, a company incorporated under the laws of Sweden, with its office located at Vendevägen 89, 182 15 Danderyd (the “Company”).

(C) The Parties have agreed that 345,049 of the above mentioned shares of class A in the Company shall be subject to a put and call option (the “Option Shares”) as set forth in this Agreement.

IT IS AGREED as follows:

1 Call Option

1.1 Upon written demand from Symphony (“Call Notice”) Tennenbaum shall sell and Symphony shall purchase the number of Option Shares indicated in the Call Notice, provided that the sale of the Option Shares to Tennenbaum under Share Purchase Agreement has occurred (the “Call Option”).

2 Put Option

2.1 Upon written demand from Tennenbaum (“Put Notice”) Symphony shall purchase and Tennenbaum shall sell the number of the Option Shares indicated in the Put Notice (the “Put Option”).

3 Purchase Price

3.2 The Purchase price may be subject to adjustment pursuant to section 8 below.

4 Call Notice

5 Put Notice

6 Closing

7 Representations and Warranties

8 Public Offers for Shares in the Company and Recalculation of Purchase Price

The recalculated Purchase Price per New Option Share		=		the Purchase Price for each Option Share immediately prior to the announcement of the public offer multiplied by the number of Option Shares held by Tennenbaum prior to accepting the offer
				the number of New Option Shares received by Tennenbaum as consideration for the Option Shares immediately after the offer

8.4 The provisions of section 8.1 through 8.3 above shall apply mutatis mutandis in case of a legal merger in which the Company is not the surviving entity.

9 Restriction on Transfers of Shares

10 Notices

10.1 All notices and other communications required or permitted under this Agreement must be in writing in the English language and shall be deemed to have been received by a Party when:

(i) delivered by post, unless actually received earlier, on the fifth (5) Business Day after posting;

(ii) delivered by hand, on the day of delivery;

(iii) delivered by fax, on the day of dispatch if supported by a written confirmation from the sender’s fax machine that the message has been properly transmitted.

If to the Symphony:	Symphony Technology II-A, L.P
	C/o Symphony Technology Group
	Attn. William Chisholm
	4015 Miranda Avenue, 2^nd Floor
	Palo Alto, CA 94304
	Fax. no. +1 650-935-9501

If to the Tennenbaum:	Special Value Opportunities Fund, LLC
	C/o Tennenbaum Capital Partners, LLC
	Attn. Steven Chang
	2951 28^th Street, Suite 1000,
	Santa Monica, CA 90405
	Fax. no. +1 310-566-1035

11 Costs

12 Interpretation

The headings in this Agreement are for ease of reference only and shall not affect the interpretation of any provision of this Agreement.

13 Assignment

14 Confidentiality

Each Party undertakes not to use or disclose the existence of this Agreement or the agreements, covenants or obligations contained herein which is not in the public domain unless (i) required to do so by law or pursuant to any order of court or other competent authority or tribunal (ii) required to do so by any applicable stock exchange regulations or the regulations of any other recognized market place (iii) such disclosure has been consented to by the other Parties in writing (such consent not to be unreasonably withheld) or (iv) the information is disclosed to its professional advisers who are bound to such Party by a duty of confidence which applies to any information disclosed. If a Party becomes required, in circumstances contemplated by (i) or (ii) to disclose any information, the disclosing Party shall use its reasonable endeavours to consult with the other Parties prior to any such disclosure.

15 Amendments and Waivers

16 Entire Agreement

Each of the Parties to this Agreement confirms that this Agreement represents the entire understanding and constitutes the whole agreement between the Parties relating to the

17 Term the Agreement etc

18 Governing Law and Disputes

This agreement has been issued in two (2) originals, one (1) for each party.

SYMPHONY TECHNOLOGY II-A, L.P.

By: Symphony Technology II GP, LLC

its General Partner

By:		/s/ Bill Chisholm
		Bill Chisholm


SPECIAL VALUE EXPANSION FUND, LLC


By:	/s/ Howard M. Levkowitz
Name: Howard M. Levkowitz
Its: Authorized Signatory

EX-99.4 5 a06-11198_1ex99d4.htm EX-99

Exhibit 99.4

AMENDMENT NO. 1 TO

PUT AND CALL OPTION AGREEMENT

This amendment (this “Amendment”) is made on July, 25, 2005, to the Put and Call Option agreement dated as of February 9, 2005 (the “Option Agreement”) between:

(1) Symphony Technology II-A, L.P., a Delaware Limited Partnership with its office located at 4015 Miranda Avenue, 2^nd Floor, Palo Alto, CA 94304, USA (“Symphony”); and

(2) Special Value Opportunities Fund, LLC, a Delaware limited liability company, (“Tennenbaum”).

Symphony and Tennenbaum are collectively referred to as “Parties”, each being a “Party”.

WHEREAS

Tennenbaum and Symphony wish to amend the Option Agreement in certain respects.

IT IS AGREED as follows:

1. Amendments. Effective upon the execution and delivery of this Amendment by Tennenbaum and Symphony, the Option Agreement Shall be amended as follows:

1.1 Purchase Price. Section 3.1 of the Option Agreement is hereby amended in its entirety to read as follows:

“The purchase price (the “Purchase Price”) to be paid by Symphony upon exercise of the Call Option or the Put Option shall be SEK 20.3 per Option Share (the “Share Price”), plus interest as set forth in the following sentence. Interest on the Share Price shall accrue and be payable from February 9, 2005 through the date of payment of the Purchase Price at the Applicable Rate calculated as set forth below.

Applicable Rate means, during the period from and including February 9, 2005 to and including July 9, 2005, an interest rate of 6.5 per cent (6.5%) per annum and, for any period thereafter, an interest rate of 12 per cent (12%) per annum.

The interest for each period shall be calculated on the basis of the exact number of days during such period from and including the first day of such period up to and including the last day of such period or the date of payment of the Purchase Price, as the case may be divided by 360 days.”

1.2 Public Offer in Exchange for New Shares. The Purchase Price formula set forth in Section 8.1 of the Option Agreement is hereby amended in its entirely to read as follows:

“The recalculated Purchase Price per New Option Share	=	the Share Price for each Option Share that would have been payable if no public offer had occurred, calculated to and including the actual date of payment of the Purchase Price multiplied by the number of Option Shares held by Tennenbaum immediately prior to the share exchange.
“The recalculated Purchase Price per New Option Share		the number of New Option Shares received by Tennenbaum as consideration for the Option Shares immediately after the offer”

1.3 Public Offer in Exchange for Cash. Section 8.2 of the Option Agreement is hereby amended in its entirely to read as follows:

“Tennenbaum is entitled to accept a public offer for the shares in the Company in exchange for payment with cash. If Tennenbaum accepts such an offer. Symphony shall be entitled to receive the cash consideration received by Tennenbaum in the offer and Tennenbaum shall be entitled to receive from Symphony the Share Price for each Option Share that would have been payable if no public offer had occurred, calculated to and including the actual date of settlement of the Net Amount (as defined below) multiplied by the number of Option Shares held by Tennenbaum immediately prior to the cash exchange. These amounts shall be netted against each other and the net amount (the “Net Amount”) shall be paid to the Party entitled thereto as soon as possible after the settlement of the public offer. The Net Amount shall be adjusted for any tax effects (positive or negative) for Tennenbaum and/or Symphony as a result the transactions resulting from the acceptance of the public offer. The Parties shall negotiate in good faith in order to reach an agreement on the amount of such adjustment.”

1.4 Term of the Agreement. Section 17.1 of the Option Agreement is hereby amended in its entirety to read as follows:

“This Agreement enters into force as from February 9, 2005 and will remain valid up to and including March 31, 2006. The provisions regarding confidentiality in section 14 above shall, however, survive the termination of this Agreement”.

2. Miscellaneous.

2.1 Option Agreement in Full Force and Effect. Except as specifically amended hereby, all of the terms and conditions of the Option Agreement shall remain in full force and effect.

2.2 Counterparts. This amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

2.3 Governing Law. This Amendment and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of California without respect to the conflict of laws provisions thereof.

[signatures on next page]

IN WITNESS WHEREOF, each of the Parties has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

SYMPHONY TECHNOLOGY II-A,
L.P.

By: Symphony Technology II GP, LLC

its General Partner

By:		/s/ Bill Chisholm


SPECIAL VALUE OPPORTUNITIES
FUND, LLC


By:	/s/ Howard M. Levkowitz
	Name: Howard M. Levkowitz
	Its: Authorized Signatory

EX-99.5 6 a06-11198_1ex99d5.htm EX-99

Exhibit 99.5

AMENDMENT NO. 1 TO
PUT AND CALL OPTION AGREEMENT

This amendment (this “Amendment”) is made on July 25, 2005, to the Put and Call Option Agreement dated as of February 9, 2005 (the “Option Agreement”) between:

(1) Symphony Technology II-A, L.P., a Delaware Limited Partnership with its office located at 4015 Miranda Avenue, 2^nd floor, Palo Alto, CA 94304, USA (“Symphony”) and

(2) Special Value Expansion Fund, LLC, a Delaware limited liability company, (“Tennenbaum”)

Symphony and Tennenbaum are collectively referred to as “Parties”, each being a “Party”.

WHEREAS:

Tennenbaum and Symphony wish to amend the Option Agreement in certain respects.

IT IS AGREED as follows:

1. Amendments. Effective upon the execution and delivery of this amendment by Tennenbaum and Symphony, the Option Agreement shall be amended as follows:

1.1 Purchase Price. Section 3.1 of the Option Agreement is hereby amended in its entirely to read as follows:

“The purchase price (the “Purchase Price”) to be paid by Symphony upon exercise of the Call Option or the put option shall be SEK 20.3 per Option Share (the “Share Price”), plus interest as set forth in the following sentence. Interest on the share Price shall accrue and be payable from February 9, 2005 through the date of payment of the Purchase Price at the Applicable Rate calculated as set forth below.

Applicable Rate means, during the period from and including February 9, 2005 to and including July 9, 2005, an interest rate of 6.5 per cent (6.5%) per annum and for any period thereafter, an interest rate of 12 per cent (12%) per annum.

The interest for each period shall be calculated on the basis of the exact number of days during such period from and including the first day of such period up to and including the last day of such period or the date of payment of the purchase Price, as the case may be divided by 360 days.”

1.2 Public Offer in Exchange for New Shares. The Purchase Price formula set forth in Section 8.1 of the Option Agreement is hereby amended in its entirely to read as follows:

“The recalculated Purchase Price per New Option Share	=	the Share Price for each Option Share that would have been payable if no public offer had occurred, calculated to and including the actual date of payment of the Purchase Price multiplied by the number of Option Shares held by Tennenbaum immediately prior to the share exchange.
“The recalculated Purchase Price per New Option Share		the number of New Option Shares received by Tennenbaum as consideration for the Option Shares immediately after the offer”

1.3 Public Offer in Exchange for Cash. Section 8.2 of the Option Agreement is hereby amended in its entirely to read as follows:

“Tennenbaum is entitled to accept a public offer for the shares in the Company in exchange for payment with cash. If Tennenbaum accepts such an offer Symphony shall be entitled to receive the cash consideration received by Tennenbaum in the offer and Tennenbaum shall be entitled to receive from Symphony the Share Price for each Option Share that would have been payable if no public offer had occurred, calculated to and including the actual date of settlement of the Net Amount (as defined below) multiplied by the number of Option Shares held by Tennenbaum immediately prior to the cash exchange. These amounts shall be netted against each other and the net amount (the “Net Amount”) shall be paid to the Party entitled thereto as soon as possible after the settlement of the public offer. The Net Amount shall be adjusted for any tax effects (positive or negative) for Tennenbaum and/or Symphony as a result the transactions resulting from the acceptance of the public offer. The Parties shall negotiate in good faith in order to reach an agreement on the amount of such adjustment.”

1.4 Term of the Agreement. Section 17.1 of the Option Agreement is hereby amended in its entirety to read as follows:

2. Miscellaneous.

2.1 Option Agreement in Full Force and Effect. Except as specifically amended hereby, all of the terms and conditions of the Option Agreement shall remain in full force and effect.

2.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different Parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

[Signatures on next page]

IN WITNESS WHEREOF, each of the parties has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

SYMPHONY TECHNOLOGY II-A, L.P.
By: Symphony Technology II GP, LLC
its General Partner

By:	/s/ Bill Chisholm


SPECIAL VALUE EXPANSION FUND, LLC


By :	/s/ Howard M. Levkowitz
	Name: Howard M. Levkowitz
	Its: Authorized Signatory

EX-99.6 7 a06-11198_1ex99d6.htm EX-99

Exhibit 99.6

AMENDMENT NO. 2 TO
PUT AND CALL OPTION AGREEMENT

This amendment (this “Amendment”) is made on March 31, 2006, to the Put and Call Option Agreement dated as of February 9, 2005 as amended by that certain Amendment No. 1 to Put and Call Option Agreement, dated as of July 25, 2005 (as amended from time to time, the “Option Agreement”) between:

(1) Symphony Technology II-A, L.P., a Delaware Limited Partnership with its office located at 4015 Miranda Avenue, 2^nd Floor, Palo Alto, CA 94304, USA (“Symphony”); and

(2) Special Value Opportunities Fund, LLC, a Delaware limited liability company, (“Tennenbaum”).

Symphony and Tennenbaum are collectively referred to as “Parties”, each being a “Party”.

WHEREAS:

Tennenbaum and Symphony wish to amend the Option Agreement in certain respects.

IT IS AGREED as follows:

1. Amendments. Effective upon the execution and delivery of this Amendment by Tennenbaum and Symphony, the Option Agreement shall be amended as follows:

1.1 Purchase Price. Section 3.1 of the Option Agreement is hereby amended in its entirety to read as follows:

“The purchase price (the “Purchase Price”) to be paid by Symphony upon exercise of the Call Option or the Put Option shall be US$2.865 per Option Share, plus interest as set forth in the following sentence (the “Share Price”). Interest on the Share Price shall accrue and be payable from February 9, 2005 through the date of payment of the Purchase Price at the Applicable Rate calculated as set forth below.

Applicable Rate means (a) during the period from and including February 9, 2005 to and including July 9, 2005, an interest rate of 6.5 per cent (6.5%) per annum, (b) during the period from and including July 10, 2005 to and including March 31, 2006, an interest rate of 12 per cent (12%) per annum and (c) for any period thereafter, an interest rate of 15 per cent (15%) per annum.

1.2 Term of the Agreement. Section 17.3 of the Option Agreement is hereby amended in its entirety to read as follows:

“This Agreement enters into force as from February 9, 2005 and will remain valid up to and including July 31, 2006. The provisions regarding confidentiality in section 14 above shall, however, survive the termination of this Agreement.”

2. Miscellaneous.

2.1 Option Agreement in Full Force and Effect. Except as specifically amended hereby, all of the terms and conditions of the Option Agreement shall remain in full force and effect.

2.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different Parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

2.3 Governing Law. This Amendment and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of California without respect to the conflict of laws provisions thereof.

[signatures on next page]

IN WITNESS WHEREOF, each of the Parties has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

SYMPHONY TECHNOLOGY II-A, L.P. By: Symphony Technology II GP, LLC its General Partner

By:		/s/ William Chisholm
		Managing Member

SPECIAL VALUE OPPORTUNITIES FUND, LLC

By:		/s/ Howard Levkowitz
		Name: Howard Levkowitz
		Its: Authorized Signatory

EX-99.7 8 a06-11198_1ex99d7.htm EX-99

Exhibit 99.7

AMENDMENT NO. 2 TO
PUT AND CALL OPTION AGREEMENT

(1) Symphony Technology II-A, L.P., a Delaware Limited Partnership with its office located at 4015 Miranda Avenue, 2^nd Floor, Palo Alto, CA 94304, USA (“Symphony”); and

(2) Special Value Expansion Fund, LLC, a Delaware limited liability company, (“Tennenbaum”).

Symphony and Tennenbaum are collectively referred to as “Parties”, each being a “Party”.

WHEREAS:

Tennenbaum and Symphony wish to amend the Option Agreement in certain respects.

IT IS AGREED as follows:

1. Amendments. Effective upon the execution and delivery of this Amendment by Tennenbaum and Symphony, the Option Agreement shall be amended as follows:

1.1 Purchase Price. Section 3.1 of the Option Agreement is hereby amended in its entirety to read as follows:

1.2 Term of the Agreement. Section 17.3 of the Option Agreement is hereby amended in its entirety to read as follows:

2. Miscellaneous.

2.1 Option Agreement in Full Force and Effect. Except as specifically amended hereby, all of the terms and conditions of the Option Agreement shall remain in full force and effect.

[signatures on next page]

IN WITNESS WHEREOF, each of the Parties has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

SYMPHONY TECHNOLOGY II-A, L.P. By: Symphony Technology II GP, LLC its General Partner


By:	/s/ William Chisholm
	Managing Member

SPECIAL VALUE EXPANSION FUND, LLC


By:	/s/ Howard Levkowitz
	Name: Howard Levkowitz
	Its: Authorized Signatory

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. )*

Under the Securities Exchange Act of 1934
(Amendment No. )*