Exhibit
10.2


 





 


	
   

  	
   

  	
   

  	
   

  	
  September 24, 2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Lehman Brothers. Inc. acting as Agent

  	
   

  	
  Via Messenger, Fax and Email

  
	
   

  	
   

  	
  Lehman Brothers OTC
  Derivatives Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  Transaction Management

  	
   

  	
   

  
	
   

  	
   

  	
  745 Seventh Avenue, 28th
  Floor

  	
   

  	
   

  
	
   

  	
   

  	
  New York, New York  10019

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:  Documentation Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cc:

  	
   

  	
  Debbie Dymersky

  	
   

  	
   

  
	
   

  	
   

  	
  Martin Winter

  	
   

  	
   

  
	
   

  	
   

  	
  Conrad Bahlke

  	
   

  	
   

  
	
   

  	
   

  	
  Stephen Roti

  	
   

  	
   

  
	
   

  	
   

  	
  Marcus Weickel

  	
   

  	
   

  
	
   

  	
   

  	
  Andrew Yare

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Re:  Confirmation dated July 15, 2008,
  between Lehman Brothers OTC Derivatives Inc. and Lawson Software, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice
  of Early Termination Date

  



 


Ladies
and Gentlemen:


 


We
refer to the Confirmation dated July 15, 2008 (the “Confirmation”),
entered into between Lehman Brothers OTC Derivatives Inc. (“Party A”) and
Lawson Software, Inc. (“Party  B”). Capitalized terms used
herein but not defined herein have the meaning assigned in the Confirmation.


 


We
hereby notify you of an Event of Default pursuant to Section 5(a)(iii)(1) of
the Agreement, due to Party A’s failure to Transfer the Delivery Amount by September 24,
2008, as identified in our notice dated September 19, 2008.


 


As
a result of such Event of Default, pursuant to Section 6(a) of the
Agreement, Party B as the non-defaulting party hereby designates September 24,
2008 as the “Early Termination Date” in respect of the Transaction.


 


Pursuant
to the Credit Support Annex, Party B will withdraw all cash and financial
assets in the Securities Account on September 25, 2008.  As soon as reasonably practicable,
Party B will provide Party A with a statement of the calculation of
Party B’s loss under the Agreement made pursuant to Section 6(e) of
the Agreement.


 


Nothing
contained in this letter shall be deemed to waive, release or impair any right
or remedy which the undersigned may have pursuant to the above referenced
agreements or which are otherwise available at law or equity, all of which are
expressly retained by the undersigned.


 


 


Sincerely,


 


Lawson Software, Inc.


 


 


	
  By

  	
  /s/ Heidi A. Weiler

  	
   

  
	
   

  	
  Heidi A. Weiler

  	
   

  
	
   

  	
  V.P. Global
  Tax & Treasury

  	
   

  



 

















 


September 25,
2008


 


	
  To:

  	
   

  	
  Debbie Dymersky

  	
   

  	
  Via Fax and Email

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Lawson
  Software, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  Wire Transfer
  Instructions

  	
   

  	
   

  



 


Ladies
and Gentlemen:


 


Lawson
hereby approves and instructs you to immediately transfer the $9,075,264.51
in the Lawson Software, Inc. account 938-90306-11-200 pursuant to the wire
instructions below:


 


Transfer from:


Lawson Software


Accnt #: 938-90306-11-200


 


Transfer to:


Lawson Software Americas, Inc.


Accnt #: 30630855


Citibank N A


ABA #: 021000089


 


 


Sincerely,


 


Lawson Software, Inc.


 


 


	
  By

  	
  /s/ Bruce B. McPheeters

  	
   

  
	
   

  	
  Bruce B. McPheeters

  	
   

  
	
   

  	
  Senior Vice President
  and Secretary

  	
   

  



 

















 


	
  To:

  	
   

  	
  Debbie Dymersky -
  (646-758-3693)

  	
   

  	
   

  
	
   

  	
   

  	
  Martin Winter -
  (212-759-5532)

  	
   

  	
   

  
	
   

  	
   

  	
  Conrad Bahlke -
  212-310-8007

  	
   

  	
   

  
	
   

  	
   

  	
  Stephen Roti -
  (917-522-0561)

  	
   

  	
   

  
	
   

  	
   

  	
  Marcus Weickel -
  (646-834-2928)

  	
   

  	
   

  
	
   

  	
   

  	
  Andrew Yare -
  (646-885-9546)

  	
   

  	
   

  



 


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