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Exhibit 10.24    
  


 
 

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT    
  


        This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), made and entered into as of
November 26, 2002, is by and between Lawson Software, Inc., a Delaware corporation (the "Borrower"), and U.S. Bank National Association, a national banking association (the "Bank"). 


RECITALS  


        1.    The
Bank and the Borrower entered into an Amended and Restated Credit Agreement dated as of May 31, 2001, as amended by a First Amendment to Amended and Restated
Credit Agreement dated as of September 4, 2001 (as amended, the "Amended and Restated Credit Agreement"); and 


        2.    The
Borrower desires to amend certain provisions of the Amended and Restated Credit Agreement, and the Bank has agreed to make such amendments, subject to the terms and
conditions set forth in this Amendment. 


AGREEMENT  


        NOW, THEREFORE, for the good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby covenant and agree to be bound as follows: 


        Section 1.    Capitalized Terms.    Capitalized terms used herein and not
otherwise
defined herein shall have the meanings assigned to them in the Amended and Restated Credit Agreement, unless the context shall otherwise require. 



        Section 2.    Amendments.    The Amended and Restated Credit Agreement is hereby
amended as follows: 



        2.1    Definitions.    The definition of
"EBITDA" contained in Section 1.2 of the Amended and Restated Credit Agreement is amended to read in its entirety as follows: 



        "EBITDA": For any period of determination, the consolidated net income of the Borrower before deductions for income taxes, Interest
Expense, Non-cash Interest Expense, depreciation and amortization, the 1999 Option Payment, 2001 Redemption Charges, Stock Charges and the issuance of the HP Warrant and the HCA Warrant, and for the
twelve months ending February 28, 2003, May 31, 2003, August 31, 2003 and November 30, 2003, before reduction for the Restructuring Charge, all as determined in accordance
with GAAP. 




        Section 1.2
of the Amended and Restated Credit Agreement is further amended by adding the following definition of "Restructuring
Charge" thereto in correct alphabetical order: 



        "Restructuring Charge": That certain one time restructuring charge in the approximate amount of $5,600,000 taken in connection with a
reduction in force and closing a leased facility during the second fiscal quarter of the Borrower's fiscal year ending May 31, 2003. 




        2.2.    Loss Limitation.    Section 6.17 of the Amended and Restated Credit Agreement
is amended to read in its entirety as follows: 



        6.17    Loss Limitation.    The Borrower will not suffer (a) a net loss in each of any two consecutive fiscal
quarters beginning with the third fiscal quarter of the Borrower's fiscal year ending May 31, 2003 or (b) a net loss in any fiscal quarter in excess of $4,000,000, provided, however,
that for purposes of determining the Borrower's compliance with subsections (a) and (b) of this covenant for the second fiscal quarter of the Borrower's fiscal year ending May 31, 2003
and the twelve months ending February 28, 2003, May 31, 2003, August 31, 2003 and November 30, 2003, the Restructuring Charge shall be added back to net income. 







 





        Section 3.    Effectiveness of Amendments.    The amendments contained in this
Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following: 



        3.1    This Amendment duly executed by the Borrower. 


        3.2    A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and
performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that
there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Bank with a certificate of the Secretary of
the Borrower dated May 31, 2001 except for an amendment to the Certificate of Incorporation increasing the Borrower's authorized shares, and (ii) identifying each officer of the Borrower
authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to
specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 



        3.3    A reaffirmation of guaranty in form and substance reasonably satisfactory to the Bank, duly executed by
each Guarantor. 


        3.4    The Borrower shall have satisfied such other conditions as specified by the Bank, including payment of all
unpaid legal fees and expenses incurred by the Bank through the date of this Amendment in connection with the Amended and Restated Credit Agreement and the Amendment Documents. 




        Section 4.    Representations, Warranties, Authority, No Adverse Claim.    



        4.1    Reassertion of Representations and Warranties, No Default.    The Borrower hereby
represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Amended and Restated Credit Agreement are
true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Amended and Restated Credit Agreement, and
(b) there will exist no
Default or Event of Default under the Amended and Restated Credit Agreement as amended by this Amendment on such date which has not been waived by the Bank. 


        4.2    Authority, No Conflict, No Consent Required.    The Borrower represents and warrants
that the Borrower has the power and legal right and authority to enter into the Amendment Documents and has duly authorized as appropriate the execution and delivery of the Amendment Documents and
other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper corporate, and none of the Amendment Documents nor the agreements contained herein
or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower's Certificate of
Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any
of its property except, if any, in favor of the Bank. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but
not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered
by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower
has delivered certified copies of documents evidencing each such action to the Bank. 



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        4.3    No Adverse Claim.    The Borrower warrants, acknowledges and agrees that no events have
been taken place and no circumstances exist at the date hereof which would give the Borrower a basis to assert a defense, offset or counterclaim to any claim of the Bank with respect to the Borrower's
obligations under the Amended and Restated Credit Agreement as amended by this Amendment. 




        Section 5.    Affirmation of Amended and Restated Credit Agreement, Further
References.    The Bank and the Borrower each acknowledge and affirm that the Amended and Restated Credit Agreement, as hereby amended, is hereby ratified and
confirmed in all respects and all terms, conditions and provisions of the Amended and Restated Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full force and
effect. All references in any document or instrument to the Amended and Restated Credit Agreement are hereby amended and shall refer to the Amended and Restated Credit Agreement as amended by this
Amendment. 


        Section 6.    Merger and Integration, Superseding Effect.    This Amendment,
from and
after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on the same
subjects by and between the parties hereto with the effect that this Amendment, shall control with respect to the specific subjects hereof and thereof. 



        Section 7.    Severability.    Whenever possible, each provision of this
Amendment and
the other Amendment Documents and any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in such manner as to be effective,
valid and enforceable under the applicable law of any jurisdiction, but, if any provision of this Amendment, the other Amendment Documents or any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto shall be held to be prohibited, invalid or unenforceable under the applicable law, such provision shall be ineffective in such jurisdiction
only to the extent of such prohibition, invalidity or unenforceability, without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of this Amendment,
the other Amendment Documents or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto in such jurisdiction, or affecting the effectiveness,
validity or enforceability of such provision in any other jurisdiction. 


        Section 8.    Successors.    The Amendment Documents shall be binding upon the
Borrower
and the Bank and their respective successors and assigns, and shall inure to the benefit of the Borrower and the Bank and the successors and assigns of the Bank. 



        Section 9.    Legal Expenses.    The Borrower agrees to reimburse the Bank, upon
execution of this Amendment, for all reasonable out-of-pocket expenses (including attorney fees and legal expenses of Dorsey & Whitney LLP, counsel for the Bank) incurred in connection with the
Amended and Restated Credit Agreement, including in connection with the negotiation, preparation and execution of the Amendment Documents and all other documents negotiated, prepared and executed in
connection with the Amendment Documents, and in enforcing the obligations of the Borrower under the Amendment Documents, and to pay and save the Bank harmless from all liability for, any stamp or
other taxes which may be payable with respect to the execution or delivery of the Amendment Documents, which obligations of the Borrower shall survive any termination of the Amended and Restated
Credit Agreement. 


        Section 10.    Headings.    The headings of various sections of this Amendment
have
been inserted for reference only and shall not be deemed to be a part of this Amendment. 


        Section 11.    Counterparts.    The Amendment Documents may be executed in
several
counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded as one and the same document, and
either party 


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to the Amendment Documents may execute any such agreement by executing a counterpart of such agreement. 


        Section 12.    Governing Law.    THE AMENDMENT DOCUMENTS
SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING
COMPANIES AND THEIR AFFILIATES.  


         Section 13.    Waiver.    Pursuant to the provisions of Section 6.17 of
the Amended and Restated Credit
Agreement the Borrower agreed that it would not suffer a net loss in excess of the amount set forth in such Section 6.17 for any fiscal quarter or in consecutive fiscal quarters. The Borrower
has informed the Bank that it will suffer a net loss for the period ending November 30, 2002 in violation of the terms of Section 6.17 (the "Existing Default"). The Bank hereby waives
the Existing Default for the period ending November 30, 2002. This waiver is limited to the express terms hereof and shall not extend to any other Default, Event of Default or period. This
waiver is not, and shall not be deemed, a course of dealing or performance upon which the Borrower may rely with respect to any other Default, Event of Default or request for a waiver and the Borrower
expressly waives any such claim. 


(Remainder
of page intentionally left blank) 


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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written. 



	BORROWER:	 	 	 
	 	 	LAWSON SOFTWARE, INC.
	

 	
 	

By:	

/s/  ROBERT G. BARBIERI      

	 	 	Title:	CFO

	

BANK:	
 	

 	

 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/  ROBERT A. ROSATI      

	 	 	Title:	Vice President





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Exhibit 10.24


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT