exv10w51w1



 








EXHIBIT 10.51.1




FIRST AMENDMENT

TO

PLEDGE AND SECURITY AGREEMENT




     This First Amendment to Pledge and Security Agreement is entered into as
of July 28, 2004 (the “Amendment”), by and between COMERICA BANK (“Bank”) and
BUSINESS OBJECTS AMERICAS (“Pledgor”).



RECITALS




     Pledgor and Bank are parties to that certain Pledge and Security Agreement
dated as of April 28, 2004, as amended (the “Agreement”). The parties desire to
amend the Agreement in accordance with the terms of this Amendment.



     NOW, THEREFORE, the parties agree as follows:



     1. All references to “BO SOFTWARE LTD.” in the Agreement shall mean
and refer to “BUSINESS OBJECTS SOFTWARE LIMITED”.



     2. Section 1(a) of the Agreement is hereby amended in its entirety
to read as follows:




     (a) Pledgor shall maintain money market account # at Bank with a balance
equal to or greater than 10% of the aggregate amount of all foreign exchange
transactions (“FX Transactions”) entered into by Pledgor with Bank (including
any FX Transactions requested by Pledgor but not yet executed by Bank) at all
times (the “Required Balance”). Such money market account and all amounts
held therein, together with all proceeds thereof, interest paid thereon, and
substitutions therefor, and all accounts, securities, instruments, securities
entitlements and financial assets arising out of any of the foregoing, are
the “Collateral”. Pledgor hereby pledges to Bank and grants to Bank a
security interest in the Collateral as security for the prompt performance of
all of Pledgor’s and BO Ireland’s obligations with respect to, or arising out
of, the FX Agreements (collectively, the “Obligations”). Pledgor shall enter
into such control or other agreements as Bank requests in order to perfect or
ensure the priority
of Bank’s security interest in the Collateral.



     3. Unless otherwise defined, all initially capitalized terms in this
Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all respects. Except
as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right,
power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof. Pledgor ratifies and reaffirms the continuing effectiveness of all
instruments, documents and agreements entered into in connection with the
Agreement, if any.



     4. Pledgor represents and warrants that the representations and
warranties contained in the Agreement are true and correct as of the date of
this Amendment, and that no Event of Default has occurred and is continuing.



     5. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one instrument.



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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.




	 	 	 	 	 
	 	 	BUSINESS OBJECTS AMERICAS
	 
	 	 	 	 
	

	 	By:
	 	/s/ James R. Tolonen
	

	 	 	 	

	

	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 
	 	 	COMERICA BANK
	 ’
	 	 	 	 
	

	 	By:
	 	/s/ JP Michael
	

	 	 	 	

	

	 	Title:
	 	SVP & Managing Director