exv10w35



 





EXHIBIT 10.35




CREDIT FACILITY


THE UNDERSIGNED:



SOCIETE GENERALE, a societe anonyme with a share capital of 547,086,336.25
euros, having its registered office at 29 Boulevard Haussmann, 75009 Paris,
with
sole identification number 552 120 222 R.C.S. PARIS, represented by Mr. Barger,
in his capacity of Assistant Manager,




(hereinafter the “Bank”)



AND:



The Company BUSINESS OBJECT SA, a corporation with a share capital of
6,425,459.70 euros, having its registered office at 157-159 rue Anatole France,
92300 Levallois-Perret, with sole identification number 379 821 994 RCS
Nanterre, represented by Mr. Bernard Liautaud, acting as president and chief
executive officer of Business Objects,




(hereinafter the “Client”)



HEREBY AGREE AS FOLLOWS:



ARTICLE 1 — AMOUNT, DURATION AND PURPOSE OF THE CREDIT



The Bank hereby grants to the Client a credit, which can be used in EUR, USD or
CAD in a maximum amount of 60,000,000 (EUR) (sixty million euros) as of the
date
of signature of this Agreement and until 25 november 2004, the date by which
this credit shall be fully repaid in capital and interest (the “credit
repayment
date”).



The Client declares that it intends to apply all amounts raised by it hereunder
in or towards the satisfaction of its general corporate financing requirements.



ARTICLE 2 — DRAWINGS



2.1 — DEFINITION OF THE AVAILABLE AMOUNT



The “Available Amount” shall mean, on a given date, the maximum amount of the
credit as defined in Article 1, reduced by the aggregate of all outstanding
Drawings as of the said date. For the purpose of determining the available
Amount, the aggregate amount of all Drawings made in USD (respectively in CAD)
then outstanding shall be converted in EUR by using the exchange rate USD/EUR
(respectively CAD/EUR) as published by the Banque de France at or about 4:30
p.m
(Paris Time) on the Banking Day preceding the Day when such determination is to
be made.





 









 







The term “Drawings” shall mean drawings made by the Client in accordance with
the provisions of this Agreement.



2.2 — CONDITIONS PRECEDENT TO EACH DRAWING



The Bank’s obligation to make any Drawing available to the Client is also
subject to the following conditions being fulfilled:




     • the amount of the Drawing shall be within the limit of the Available
Amount, and its maturity date shall not be later than the credit repayment
date;



     • there has not occurred any event constituting, or which might
constitute an acceleration event.


2.3 — DRAWING NOTICE



Each Drawing shall be made on a date corresponding to a Banking Day, and notice
thereof shall reach the Bank by 10 a.m. (Paris time) at the latest two Banking
Days before the date of making funds available, by receipt of a Drawing notice,
in the form of Appendix 1, sent if need be, by fax or by mail (which shall
constitute evidence of instructions received). Applications for renewal of
Drawings shall be made with the same notice period.



“Banking Day” shall mean a day (other than a saturday or sunday) on which the
TARGET system operates, and on which banks are open simultaneously in the
euro-zone, in London and in New-York.



The Drawing notice, duly signed by the Client’s authorized representatives,
irrevocably commits the Client, which is required to make the Drawing on the
date stipulated in the said Drawing notice.



2.4 — DURATION AND AMOUNT OF EACH DRAWING



This credit may be drawn through Drawings in EM USD or CAD with a duration of
ten days to twelve months, any other duration being excluded.



Each Drawing in EUR shall be in an amount equal to at least 1,000,000 EUR (one
million euro) or a whole number multiple of 1,000,000 EUR (one million euro).
Each Drawing in USD shall be at least in an amount rounded up or down to the
nearest whole number of the countervalue in USD of 1,000,000 EUR (one million
euro) or more by tranches of 1,000,000 EUR (one million euro). Each Drawing in
CAD shall be at least in an amount rounded up or down to the nearest whole
number of the countervalue in CAD of 1,000,000 EUR (one million euro) or more
by
tranches of 1,000,000 EUR (one million euro).



Each Drawing shall be repaid on the last Banking Day of the Drawing period,
except in case of renewal(s), in which case repayment shall occur on the last
day of the last renewal period. All the Drawings must be repaid by the credit
repayment date.





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ARTICLE 3 — FEES — INTEREST — PAYMENTS



3.1 — COMMITMENT FEE



A commitment fee of 0.125 % per annum, calculated on the Available Amount on
the
basis of a 360-day year, shall be paid by the Client to the Bank every quarter
on the first Banking Day of the quarter, and for the first time on 25 november
2003.



3.2 — INTEREST ON THE DRAWINGS



3.2.1 — Drawings in EUR



The interest rate applicable to this credit for Drawings made in EUR is the
EURIBOR corresponding to the Drawing period or to the Drawing renewal period,
as
it is published on the TELERATE screen two Banking Days before funds are made
available, or before the Drawing renewal, plus a margin of 0.50% per annum. For
Drawings the duration of which is less than one month, the one month EURIBOR
shall be retained.



The interest shall be calculated on the basis of the exact number of days of
the
Drawing period, with a divisor of 360.



Interest shall be paid on the last Banking Day of the Drawing period. In case
of
a Drawing renewal, the interest accrued during the renewal period shall be paid
on the last Banking Day of the period of the said renewal. In case of a Drawing
of more than six months, the interest corresponding to a six-month period shall
be paid at the end of the said period, the balance being paid on the last
Banking Day of the Drawing period.



3.2.2 — Definition of EURIBOR



EURIBOR means a rate per annum determined by the Bank and notified to the
client. This rate will be applied to an outstanding amount in EUR for a
particular period. It will be determined as follows:



EURIBOR will be the Screen Rate for deposits in EUR for that period. This rate
will be determined at or about 11.00 a.m (Brussels time) on the rate fixing
date
relating to the first day of the period.



“Screen Rate” means the rate shown on Telerate Page 248, or if not available,
Reuters Page EURIBOR 01.



3.2.3 — Drawings in USD or CAD



The interest rate applicable to this credit for Drawings made in USD or CAD is
the LIBOR corresponding to the Drawing period or to the Drawing renewal period,
as it is published two Banking Days before funds are made available, or before
the Drawing renewal, plus a margin of 0.5 % per annum. For Drawings the
duration
of which is less than one month LIBOR shall be retained.





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The interest shall be calculated on the basis of the exact number of days of
the
Drawing period, with a divisor of 360.



Interest shall be paid on the last Banking Day of the Drawing period. In case
of
a drawing renewal, the interest accrued during the renewal period shall be paid
on the last banking Day of the period of the said renewal. In case of a Drawing
of more than six months, the interest corresponding to a six month period shall
be paid at the end of the said period, the balance being paid on the last
Banking Day of the Drawing period.



3.2.4 — Definition of LIBOR



LIBOR means the London Interbank Offered Rate for the USD, and for a period
equivalent to the Drawing period or the renewal period in question, as
published
by the British Bankers Association on the TELERATE screen (now on p.3750 LIBO)
at or about 11.00 a.m (London time).



3.3 — INTEREST ON LATE PAYMENTS



3.3.1 — Amounts in EUR



All amounts in EUR due under this Agreement shall bear interest from the date
of
their maturity (whether accelerated or not), until their actual payment,
without
any prior demand, at the one-day EONIA as published daily, increased by 2% and
calculated on a daily basis. EONIA means the EURO Over Night Index Average.
This
rate is calculated by the European Central Bank and published by the European
Banking Federation on page 247 of the TELERATE screen.



The interest shall be capitalized if it remains due for a full year.



3.3.2 — Amounts in USD or CAD



All amounts in USD or CAD due under this Agreement shall bear interest from the
date of their maturity (whether accelerated or not), until their actual
payment,
without any priour demand, at the six-month LIBOR as published daily, increased
by 2% and calculated on a daily basis.



The interest shall be capitalized if it remains due for a full year.



3.3 Continuity clause



Where a variable rate contained in this Agreement has been altered, either in
its definition or application, or where such rate has been abolished and
replaced by another similar rate, or where a modification is made in the body
publishing such rate or in the method of publication, the modified or
substitued
rate shall automatically apply.





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3.4 — PLACE OF PAYMENT AND CURRENCY



3.4.1



All Payments to the Bank under this Agreement shall be made in euro to the
Societe Generale branch in “La Defense Entreprises” 3.4.2 Drawings in EUR: The
client irrevocably authorises the Bank to debit from its account held by said
branch (number 30003 04250 1520186782 21) all amounts necessary for the payment
of all sums due in EUR under this Agreement.



3.4.3



Drawings in USD : The client irrevocably authorises the Bank to debit from its
account held by said branch (number 30003 04250 3020186782 62) all amounts
necessary for the payment of all sums due in USD under this Agreement.



3.4.4



Drawings in CAD : The client irrevocably authorises the Bank to debit from its
account held by said branch (number.............................) all amounts
necessary for the payment of all sums due in CAD under this Agreement.



3.5 — EFFECTIVE GLOBAL RATE



On the assumption that the credit is fully drawn in EUR until the credit
repayment date through 3 month renewable Drawings, under the financial
conditions set forth in this Agreement and on the assumption that the rate of
the 3 month EURIBOR last published on the date of signature of this Agreement
is
2.16% per annum, the Bank informs the Client, as an illustration, that the
period rate for a 3-month period is, on this assumption, 0.7081%. Thus the
effective global rate (taux effectif global), which is the annual rate
proportional to the period rate, is 2.83% per annum.



On the assumption that the credit is fully drawn in USD until the credit
repayment date through 3 month renewable Drawings, under the financial
conditions set forth in this Agreement and on the assumption that the rate of
the 3 month LIBOR last published on the date of signature of this Agreement is
1.17% per annum, the Bank informs the Client, as an illustration, that the
period rate for a 3-month period is, on this assumption, 0.4564%. Thus the
effective global rate (taux effectif global), which is the annual rate
proportional to the period rate, is 1.83% per annum.



On the assumption that the credit is fully drawn in CAD until the credit
repayment date through 3 month renewable Drawings, under the financial
conditions set forth in this Agreement and on the assumption that the rate of
the 3 month LIBOR last published on the date of signature of this Agreement is
2.79% per annum, the Bank informs the Client, as an illustration, that the
period rate for a 3-month period is, on this assumption, 08682%. Thus the





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effective global rate (taux effectif global), which is the annual rate
proportional to the period rate, is 3.47% per annum.



Only the drawdown of the credit can permit the calculation of the effective
overall rate applicable to each drawing.



ARTICLE 4 — PREPAYMENT



The Client shall not be entitled to prepay one or several outstanding Drawings
without the Bank’s prior approval or as otherwise stipulated in this Agreement.



ARTICLE 5 — CHANGES IN CIRCUMSTANCES




	 	 	 
	5.1

	 	If, following a new legislative or regulatory provision or the
interpretation thereof by a competent authority, whether the said
provision or authority be French, European or foreign, it should become
illegal or impossible for the Bank to maintain its participation in
this credit, it shall be automatically terminated and the Client shall
prepay all amounts due in capital, interest and fees, increased by all
expenses and charges, if any, incurred by the Bank as a result of the
said prepayment.
	 
	 	 
	5.2

	 	If, following a new legislative or regulatory provision or the
interpretation thereof by a competent authority, whether the said
provision or authority be French, European or foreign, the conditions
of the Bank’s participation in this credit should be impaired, the Bank
shall inform the Client in writing, indicating the estimated amount of
the increased cost of its participation or of the reduction of its
remuneration in connection with this Agreement, as well as the required
compensation, together with supporting evidence thereof.






The Client and the Bank, at the latter’s initiative, shall then consult each
other within the shortest time and shall negotiate, for a maximum period of
[30]
calendar days as from the date of the said notice, with a view to reaching a
solution to deal with the situation.



In case of disagreement at the end of the consultation period, the Client
shall,
within a maximum period of [30] Banking Days following the last day of the said
period of [30] days, decide:




	 	 	 
	-

	 	to ask the Bank to maintain this credit, in which case it shall
undertake to bear all additional cost incurred by the Bank, as from the
date on which the said cost is being incurred, or
	 
	 	 
	-

	 	to terminate this credit by prepaying all amounts due in capital,
interest and fees, increased by all expenses and charges, if any,
incurred by the Bank as a result of the said prepayment (including,
upon presentation of supporting evidence thereof, the replacement cost,
if any, of the funds on the prepayment date).








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ARTICLE 6 — REPRESENTATIONS AND UNDERTAKINGS



6.1 — REPRESENTATIONS



The Client represents that:




	 	 	 
	6.1.1

	 	since the closeout date of the last financial year, there has not
occurred any event that could have a material adverse effect on the
Client’s business, assets or economic, financial or legal situation
that has not been disclosed to the Bank;
	 
	 	 
	6.1.2

	 	the financial documents remitted to the Bank in connection with this
operation are accurate, have been prepared pursuant to generally
accepted accounting principles, and offer a true and fair view of the
Client’s results for each financial year ;
	 
	 	 
	6.1.3

	 	the signature and performance of this Agreement have been duly
authorized by the Client’s corporate authorities and do not require any
authorization from any competent authority that has not been obtained
	 
	 	 
	6.1.4

	 	the signature and performance of this Agreement by the Client do not
violate its constitutive documents nor any undertaking which is binding
upon it and do not violate any applicable law or regulation;
	 
	 	 
	6.1.5

	 	this Agreement is, and shall remain, a valid undertaking binding on it
in accordance with its terms.







6.2 — UNDERTAKINGS


So long as this Agreement shall remain in force, the Client shall :




	 	 	 
	6.2.1

	 	inform the Bank within two weeks of any event likely to have a
material
adverse effect on the value of its assets or on its ability to repay
this credit or of any event likely to substantially increase its
general indebtedness;
	 
	 	 
	6.2.2

	 	promptly supply the Bank, at its demand, with any document or
information concerning its economic, accounting and financial situation
that the Bank may reasonably request ;
	 
	 	 
	6.2.3

	 	supply the Bank, as soon as they are drawn up and within a maximum
period of six months following the end of each financial year, with its
annual balance sheets, income statements and all related documents
required by law, together with the auditors’ reports.
	 
	 	 
	6.2.4

	 	not grant any mortgage, lien, pledge, security interest or other rights
whatsoever in respect of all or part of its existing or future assets or
revenues, as security for any existing or future debt for money borrowed with a
term that is less than or identical to the term of this Agreement [or as
security for any existing or future undertaking to any person whatsoever as








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	 	guarantor or surety] , without granting the Bank the right to participate
equally and ratably in such security or granting the Bank security that the
Bank
deems to be equivalent thereto.






ARTICLE 7 — VOLUNTARY CANCELLATION BY THE CLIENT



The Client may, without penalty or extra cost, by giving not less than one
Banking Day prior written notice to the Bank, ask for the reduction of the
credit by a minimum amount of 5,000,000 EUR (five million euro) or a multiple
of
5,000,000 EUR (five million euro) provided that the amount of the reduction
does
not exceed the Available Amount.



Any reduction shall be definitive so that the amount of the credit shall be
reduced by an amount equivalent to the amount of such reduction.



ARTICLE 8 — EVENTS OF DEFAULT




	 	 	 
	8.1

	 	If one of the following events should occur
	 
	 	 
	8.1.1

	 	failure by the Client to pay on due date any amount payable under this
Agreement;
	 
	 	 
	8.1.2 

	 	failure by the Client to perform any of its obligations or
undertakings
under this Agreement;
	 
	 	 
	8.1.3

	 	any representation or statement made by the Client in connection with
this Agreement was inaccurate on the date of signature or ceases to be
accurate;
	 
	 	 
	8.1.4

	 	the Client ceases to carry on its business or becomes subject to
bankruptcy proceedings or judicial winding up or materially misbehaves
or its situation becomes irremediably compromised;
	 
	 	 
	8.1.5

	 	Client’s merger, splitting up, voluntary winding up or dissolution.
	 
	 	 
	8.1.6

	 	occurrence of any event that might have a material adverse effect on
the Client’s business, assets or economic and financial situation.
	 
	 	 
	

	 	The Bank shall be entitled (a) to demand immediate repayment of all
amounts due hereunder, by sending to the Client a notice by fax
confirmed by same day registered mail with acknowledgement of receipt
to that effect and/or (b) refuse to make available any further Drawing
requested by the Client upon receipt by the Client of the said fax. The
bank accept an extension of 10 days for 8.1.1, and 30 days for 8.1.2
and 8.1.6.
	 
	 	 
	8.2

	 	The said notice shall mention the Bank’s intention to apply the
provisions of said Article 8. The Bank shall not be required to perform
any other formality nor apply to a court for an acceleration order.
Payment or regularizations that shall occur after the said notice shall
not prevent the said acceleration.








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ARTICLE 9 — TAXES AND EXPENSES




	 	 	 
	9.1

	 	All payments to be made by the Client under of this Agreement shall be
made free and clear of any taxes, withholdings or deductions of any
nature whatsoever, whether existing or future.
	 
	 	 
	9.2

	 	All expenses incurred by the Bank in connection with the performance
of
this Agreement, including in case of default, shall be borne by the
Client. All expenses and legal fees incurred by the Bank to collect any
amounts due to it shall be borne by the Client as well.






ARTICLE 10 — NOTICES



Any communication between the parties hereto in connection with this Agreement
shall be made by telex or mail, and confirmed by fax to the following
addresses:




	 	 	 	 	 	 	 
	-	 	for the Client:	 	Mr. Bernard LIAUTAUD or Mr. Jim TOLONEN

157-159 rue Anatole France, 92300 LEVALLOIS-PERRET
	

	 	 	 	Telephone:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Fax:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Mail:	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	-	 	for the Bank::	 	Societe Generale

La Defense Entreprises, 5 place de la pyramide

92088 Paris la Defense Cedex

Mr. Frederic SIBILLE or Mr. Jean-Philippe GAGET

Telephone: 01 46 96 57 15

Fax: 01 46 96 58 78

Mail: frederic.sibille@asocgen.com






or such other address as the addressee party may later indicate in writing.



ARTICLE 11 — GOVERNING LAW AND CHOICE OF JURISDICTION



This Agreement shall be governed by the laws of France. All disputes arising
out
or in connection with its validity, interpretation or performance shall be
submitted to the courts in Paris with jurisdiction, provided however that the
Bank, and the Bank alone, in whose favour such attribution has been granted,
shall have the option of bringing such proceedings before any other courts with
jurisdiction.



ARTICLE 12 — ENTRY INTO FORCE



This Agreement shall enter into force on the day of its signature.





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ARTICLE 13 — ACT RELATIVE TO DATA PROCESSING AND LIBERTIES (ARTICLES 27 AND 31)
AND PROFESSIONAL SECRECY



The nominal data collected under this document are mandatory in order to
process
this transaction. They -as well as those subsequently collected- are intended
for Societed Generale which, except if refused by the client for legitimate
reasons, is expressly authorised to store them in electronic data bases, to use
them and to communicate them for the same purposes to legal entities of its
group, to its brokers and insurers and to third parties or subcontractors for
administratives purposes.



The client can refuse, at no cost for it, that the date concerning itself are
used for canvassing purposes. Access, rectification and refusal rights can be
exercised at the branch having collected the information.





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Made in Paris la Defense, on 25 Nov. 03




in 3 copies




	 	 	 
	GERARD BARGER	 	 
	ADJOINT DU DIRECTEUR DE L’AGENCE	 	 
	 	 	 
	SOCIETE GENERALE	 	 
	AGENCE DEFENSE ENTERPRISES
	 	BUSINESS OBJECTS
	TOUR __________
	 	157-159 rue Anatole France
	5, PLACE DE LA PYRAMIDE
	 	92309 Levallois-Perret Cedex
	92088 PARIS DE DEFENSE CEDES
	 	Tel :33(01) 41 25 21 27 / Fax : 33(01) 41 25 31 00
	S.A. au capital de 3 970 394 9 furos
	 	R.C. Nanterre 3 379 21 994







	 	 	 
	/s/ Gerard Barger

 

	 	/s/ Bernard Liautaud

 
	For SOCIETE GENERALE

	 	For BUSINESS OBJECT SA








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Appendix 1




FORM OF DRAWING NOTICE TO BE ISSUED BY THE CLIENT




	 	 	 	 	 
	 	 	Societe Generale

La Defense Entreprises

5, place de la pyramide

92088 Paris la Defense Cedex
	

	 	 	 	 
	

	 	Attention:
	 	Mr. SIBILLE
	

	 	or
	 	Mr. GAGET
	

	 	 	 	 
	

	 	Date:	 	 
	

	 	 	 	
 






Gentlemen :



We refer to the credit agreement dated                     entered into
between BUSINESS OBJECT SA and Societe Generale for an amount of EUR
                    (hereinafter the “Credit Agreement”).



We hereby give you notice that pursuant to Article                     of the Credit
Agreement we request you to make available on our account n degrees
                    a drawing in an amount of
EUR/USD/CAD2                   
for a period of                    



We confirm that, at the date hereof:




	 	 	 
	-

	 	the representations set out in Article 6.1 are still true and accurate and
	 
	 	 
	-

	 	no event has occured constituting or which might constitute an
acceleration
event pursuant to Article 8 of the Credit Agreement.







	 	 	 	 	 
	

	 	For:
	 	BUSINESS OBJECT SA
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title.	 	 
	

	 	 	 	
 






(2) Select as appropriate