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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
effective as of the 2nd day of June, 2000, among Invensys Holdings B.V. i.o., a
corporation organized under the laws of The Netherlands ("Invensys Holdings
B.V."), Invensys B.V. i.o., a corporation organized under the laws of The
Netherlands ("Invensys B.V.", collectively with Invensys Holdings B.V
("Assignors")), and Invensys Holdings Limited, a company organized under the
laws of England and Wales ("Assignee").
WHEREAS, Invensys plc, a public limited company organized
under the laws of England and Wales ("Parent") has entered into an Offer
Agreement (the "Offer Agreement") dated as of May 31, 2000 between Parent, on
behalf of itself and Assignors, and Baan Company N.V., a corporation organized
under the laws of The Netherlands ("Baan"); and
WHEREAS, Parent has determined to assign, on behalf of
Assignors, their rights and obligations under the Offer Agreement to Assignee;
NOW, THEREFORE, in consideration of the foregoing recitals and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignors and Assignee agree as follows:
1. Assignors hereby transfer and assign to Assignee all of
Assignors' rights, of whatever kind or nature, whether contingent or absolute,
under the Offer Agreement.
2. Assignee hereby accepts the transfer and assignment of all
of Assignors' rights under the Offer Agreement and assumes and agrees to perform
all obligations of Assignors under the Offer Agreement.
3. Assignors acknowledge and agree that Assignee will have the
right to assign further the rights assigned hereunder to any direct or indirect
wholly owned subsidiary of Parent; provided that no such assignment shall
relieve Assignee of its obligations under this Agreement, including, without
limitation, its obligation to perform all obligations of Assignors in connection
with such rights.
4. This Agreement may be executed in counterparts and shall be
effective when each party has executed and delivered a counterpart. All such
counterparts together shall constitute one and the same letter agreement. No
term or provision of this Agreement may be waived, modified or amended unless
both
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parties have executed a written instrument evidencing the same.
5. This Agreement shall be governed by and construed in
accordance with the laws of New York (without giving effect to the principles of
conflicts of law).
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IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers
to execute this Agreement on the date first above written.
Assignors:
INVENSYS HOLDINGS B.V. I.O.
By: INVENSYS PLC, its intended owner
By: /s/ James C. Bays
________________________
Name: James C. Bays
Title: Attorney-in-Fact
INVENSYS B.V. I.O.
By: INVENSYS PLC, its intended owner
By: /s/ James C. Bays
________________________
Name: James C. Bays
Title: Attorney-in-Fact
Assignee:
INVENSYS HOLDINGS LIMITED
By: /s/ James C. Bays
________________________
Name: James C. Bays
Title: Director
