Exhibit 10.20


 


SUBORDINATED PROMISSORY NOTE


 


	
  $23,000,000.00

  	
   

  	
   

  	
  Dated:  December 18, 2003

  
	
   

  	
   

  	
   

  	
  New York, New York

  



 


FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware
corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of
MADELEINE L.L.C., a New York limited liability company (the “Lender”),
the principal amount of TWENTY-THREE MILLION DOLLARS ($23,000,000.00), or, if
less, the aggregate unpaid principal amount of the term loan made by the Lender
to the Borrower under this Note (as defined below) (the “Loan”)
outstanding on the Final Maturity Date (as defined below).


 


All amounts due the Lender under this Subordinated Promissory Note
(this “Note”) are subordinated in right of payment to the obligations of
the Borrower under the Senior Indebtedness (as hereinafter defined), as further
described in the Agreement to Subordinate set forth in Section 3 hereof.


 


Section 1.                                            Payments;
Borrowing Request; Funding Fee; General. 
(a) The unpaid principal amount of the Loan shall bear interest from the
date the Loan is funded by the Lender until the date such principal amount
becomes due, at an interest rate per annum equal to eight percent (8.0%),
payable monthly in arrears on the last day of each month subject to
Section 3.2 hereof.  Any amount of principal
and (to the extent permitted by law) interest that is not paid when due
hereunder shall bear interest from such due date until such amount is paid in
full, payable on demand, at ten percent (10.0%).  All interest shall be computed on the basis
of a year of 360 days for the actual number of days (including the first day
but excluding the last day) elapsed. 
Notwithstanding any other provision of this Note, interest paid or
becoming due hereunder, or any document or instrument executed in connection herewith
or therewith, shall in no event exceed the maximum rate permitted by applicable
law.  Both principal and interest are
payable in lawful money of the United States of America in immediately
available funds at 299 Park Avenue, New York, New York 10171, Attention:  Mark A. Neporent, or such other office as the
Lender may designate.


 


(b)                                 The
principal amount of the Loan hereunder and all payments made to the Lender on
account of such principal shall be noted by the Lender on Schedule A
attached hereto; provided, however, that any error or omission by
the Lender in this regard shall not affect the obligation of the Borrower to
pay the full amount of the principal under this Note.


 


(c)                                  The
Borrower hereby provides notice to the Lender that the Loan shall be fully
drawn in the principal amount of $23,000,000.00 on the date hereof.


 


(d)                                 The
proceeds of the Loan made under this Note may be used to fund the Borrower’s
acquisition of EXE Technologies, Inc.


 


Section 2.                                            Definitions.


 
















 


 


As used in this Note, the following terms shall have the respective
meanings indicated below, such meanings to be applicable equally to the
singular, plural, masculine, feminine and neuter forms of such terms:


 


“Agreement to Subordinate” has the meaning set forth in
Section 3.1.


 


“Blockage Notice” has the meaning set forth in Section 3.2.


 


“Borrower” has the meaning set forth in the Preamble hereto.


 


“Event of Default” has the meaning set forth in Section 7.


 


“Final Maturity Date” has the meaning set forth in
Section 5(a).


 


“Indebtedness” has the meaning set forth in Section 7.


 


“Indemnity” has the meaning set forth in Section 8.5.


 


“Lender” has the meaning set forth in the Preamble hereto.


 


“Lender’s Costs” has the meaning set forth in Section 8.4.


 


“Loan” has the meaning set forth in the Preamble hereto.


 


“Note” has the meaning set forth in the Preamble hereto.


 


“Note Register” has the meaning set forth in Section 6.2.


 


“Person” means natural persons, corporations, limited liability
companies, limited partnerships, general partnerships, limited liability
partnerships, joint ventures, trusts, land trusts, business trusts, or other
organizations, irrespective of whether they are legal entities, and governments
and agencies and political subdivisions thereof.


 


“Preferred Stock” means that certain Series A Cumulative
Convertible Preferred Stock issued pursuant to the Stock Purchase Agreement.


 


“Proceeding” means any proceeding commenced by or against any
Person under any provision of the Bankruptcy Code, as amended, any successor
statute, and any equivalent foreign legislation, or under any other bankruptcy
or insolvency law, assignments for the benefit of creditors, formal or informal
moratoria, compositions, extensions generally with creditors, or proceedings
seeking reorganization, arrangement, or other similar relief.


 


“Senior Indebtedness” means all current and hereafter arising
obligations of the Borrower in favor of any lender under or in connection with
any loan agreement or any other loan document, provided that such obligations have
been identified and approved as “senior” by the unanimous vote of the Board of
Directors of the Borrower.  All such
obligations of the Borrower identified and approved as Senior Indebtedness on
the date hereof are set forth on Schedule B attached hereto.


 


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“Stock Purchase Agreement” means the Stock Purchase Agreement,
dated as of March 10, 2003, by and among the Borrower, Cerberus Capital
Management, L.P., a Delaware limited partnership, General Atlantic Partners 76,
L.P., a Delaware limited partnership, GAP Coinvestment Partners II, L.P., a
Delaware limited partnership, GapStar, LLC, a Delaware limited liability
company, and GAPCO GmbH & Co. KG, a German limited partnership, as such
agreement is in effect on the date hereof.


 


“Subordinated Indebtedness” means all indebtedness of the
Borrower now or hereafter evidenced by this Note and all accrued and unpaid
interest on this Note, all Lender’s Costs required to be paid by the Borrower
pursuant to Section 8.4 hereof and all payments required to be made by the
Borrower in connection with the Indemnity provided in Section 8.5 hereof.


 


Section 3.                                            Agreement
to Subordinate.


 


Section 3.1.  Agreement.  (a) 
The Borrower and the Lender hereby jointly and severally agree, for the
benefit of all senior lenders, to all of the provisions set forth in this
Section 3 (the “Agreement to Subordinate”) and the other provisions
of this Note relating to the Agreement to Subordinate.


 


(b)                                 The
Subordinated Indebtedness is and shall be subordinate, to the extent and in the
manner hereinafter set forth, in right of payment to the prior payment in full
of any Senior Indebtedness.  For the
purposes of this Agreement to Subordinate, the Senior Indebtedness shall not be
deemed to have been paid in full until all of the Senior Indebtedness has been
irrevocably paid in full in cash or has been provided for in a manner deemed
acceptable by the senior lenders in their sole discretion.


 


Section 3.2.                                   Restrictions on
Payment of the Subordinated Indebtedness. 
(a)  All Senior Indebtedness shall
first be paid in full before any payment shall be made to the Lender in respect
of the Subordinated Indebtedness; provided, however, that (i) the
Lender may receive, and the Borrower may pay, interest on the Subordinated
Indebtedness evidenced by this Note in the stated amounts and on the stated
dates of payment hereof and (ii) the Lender may receive and the Borrower may
repay the Subordinated Indebtedness on the Final Maturity Date or earlier,
pursuant to the terms hereof, unless (x) an event of default under any Senior
Indebtedness has occurred and is continuing and (y) the Borrower and the Lender
have received written notice of such occurrence (a “Blockage Notice”)
from one or more senior lenders holding Senior Indebtedness in the aggregate
principal amount of at least $1,000,000; provided, further, however,
that a Blockage Notice shall be deemed to have been terminated and the Borrower
may resume making payments on account of Subordinated Indebtedness pursuant to
the terms hereof if at the time of any such payment 180 days shall have elapsed
since the occurrence of such event of default, or on such earlier date, if any,
on which the Senior Indebtedness has been paid in full in cash (or, so long as
the same is accepted voluntarily by such senior lender, in other property or
securities) or such event of default under such Senior Indebtedness is cured or
is waived in writing by the applicable senior lender or such Blockage Notice
has been withdrawn or rescinded by the senior lender.  Not more than one Payment Blockage period may
be commenced with respect to the Subordinated Indebtedness during any period of
365 consecutive days.  Except as


 


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otherwise set forth in this Section 3.2(a) no cash payments shall
be made with respect to the Subordinated Indebtedness.


 


(b)                                 The
Lender agrees that it will not now or at any time in the future ask, demand,
sue for, take or receive, directly or indirectly, from the Borrower in cash or
other property, by set-off, by realizing upon collateral or in any other
manner, payment of, or security for, any or all of the Subordinated
Indebtedness unless and until all of the Senior Indebtedness shall have been
paid in full.  Subject to
Section 3.2(c) and Section 5(b), the Borrower will not make any
principal payment in respect of any of the Subordinated Indebtedness, or take
any other action, in contravention of the provisions of this Agreement to
Subordinate.


 


(c)                                  Notwithstanding
the foregoing, unless a Blockage Notice has been received by the Borrower and
the Lender and such notice has not been deemed terminated in accordance with
Section 3(a) above, upon the sale or issuance by the Borrower of any
shares of its Capital Stock (other than the Preferred Stock), the Borrower
shall prepay the outstanding amount of the Subordinated Indebtedness in an
amount equal to 100% of the net cash proceeds received by the Borrower in
connection therewith.


 


Section 3.3.                                   Provisions
Concerning Subordination During a Proceeding.  If any Proceeding shall have been commenced
and be continuing,


 


(a)                                  The
senior lenders shall first be entitled to receive payment in full of all Senior
Indebtedness before the Lender may receive any payment on account of this Note.


 


(b)                                 In
any such Proceeding,


 


(i)                                     each
senior lender, may, and is hereby irrevocably authorized and empowered (in its
own name or in the name of the Lender or otherwise), but shall have no
obligation, to (A) demand, sue for, collect and receive every payment or
distribution referred to in subsection (a) and give acquittance therefor
and (B) file claims and proofs of claim in respect of the Subordinated
Indebtedness and take such other action (including, without limitation, voting
the Subordinated Indebtedness or enforcing any security interest or other lien
securing payment of the Subordinated Indebtedness) as such senior lender may
deem necessary or advisable for the exercise or enforcement of any of the
rights or interests of the senior lenders;


 


(ii)                                  the
senior lenders may, and the Lender hereby irrevocably authorizes and empowers
(in the senior lenders’ own name or in the name of the Lender or otherwise)
them to, use cash collateral as the senior lenders may deem necessary or
advisable; and


 


(iii)                               the
Lender will duly and promptly take such action as each senior lender may
request (A) to collect the Subordinated Indebtedness for the account of the
senior lenders and to file appropriate claims or proofs of claim with respect
thereto, (B) to execute and deliver to such senior lender, such powers of
attorney, assignments or other instruments as such senior lender may request in
order to enable it to enforce any and all claims with respect to the
Subordinated Indebtedness, and (C) to collect and receive any and all payments
or distributions which may be payable or deliverable upon or with respect to
the Subordinated Indebtedness.


 


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Section 3.4.                                   Senior
Indebtedness Unconditional.


 


(a)                                  All
rights and interests of the holders of the Senior Indebtedness hereunder, and
all agreements and obligations of the Borrower hereunder, shall remain in full
force and effect irrespective of:  (i)
any lack of validity or enforceability of any agreement or instrument relating
to any Senior Indebtedness, (ii) any change in the time, manner or place of
payment of, or in any other term in respect of, all or any of the Senior
Indebtedness or the Subordinated Indebtedness, or any other amendment or waiver
of or any consent to departure from any agreement or instrument relating to any
Senior Indebtedness, (iii) any exchange or release of, or non-perfection of any
lien on or security interest in, any collateral, or any release or amendment or
waiver of or consent to departure from any guaranty, for all or any of the
Senior Indebtedness, or (iv) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, the Borrower in respect
of the Senior Indebtedness or the Borrower in respect of this Note.


 


(b)                                 Each
senior lender shall have the right, without the consent of or notice to the
Lender, to extend any additional credit to the Borrower (or to any of its
successors or assigns, including any trustee in bankruptcy or
debtor-in-possession).


 


(c)                                  This
Section 3.4 shall continue to be effective or shall be reinstated, as the
case may be, if at any time any payment of any of the Senior Indebtedness is
rescinded or must otherwise be returned by a holder of Senior Indebtedness upon
the commencement of a Proceeding or otherwise, all as though such payment had
not been made.


 


(d)                                 Each
senior lender is hereby authorized to demand specific performance of this
Agreement to Subordinate, and the Borrower and the Lender hereby irrevocably
waive any defense based on the adequacy of a remedy at law which might be
asserted as a bar to such remedy of specific performance.


 


Section 3.5.                                   Waivers.  Except as otherwise expressly provided
herein, each of the Lender and the Borrower hereby waives:  (i) promptness and diligence and (ii) any
requirement that any senior lender protect, secure, perfect or insure any
security interest or other lien or any property subject thereto or exhaust any
right to take any action against the Borrower or any other Person or any
collateral.


 


Section 3.6.                                   Subrogation.  No payment or distribution to any senior
lender pursuant to the provisions of this Agreement to Subordinate shall
entitle the Lender to exercise any rights of subrogation in respect thereof
until the Senior Indebtedness shall have been irrevocably paid in full.  After the Senior Indebtedness shall have been
irrevocably paid in full, the Lender shall be subrogated to the rights of any
senior lender to receive payments or distributions of assets of the Borrower
applicable to the Senior Indebtedness until all amounts owing in respect of the
Subordinated Indebtedness shall be paid in full, and for the purpose of such
subrogation, no such payments or distributions to any senior lender by or on
behalf of the Borrower or by or on behalf of the Lender by virtue of this
Agreement to Subordinate which otherwise would have been made to the Lender
shall, as among the Borrower, its creditors (other than the senior lenders) and
the Lender, be deemed to be payment by the Borrower to, or on account of, the Senior
Indebtedness, it being understood that the above provisions relating to


 


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subordination are solely for the purpose of defining the relative
rights of any senior lender, on the one hand, and the Lender, on the other
hand.


 


Section 3.7.                                   Further
Assurances.  (a)  The Lender and the Borrower will mark their
books of account in such a manner as shall be effective to give proper notice
of the effect of this Agreement to Subordinate. 
The Lender and the Borrower will, at their expense and at any time and
from time to time, promptly execute and deliver all further instruments and
other documents, and take all further action, that may be necessary or that any
senior lender may reasonably request, in order to protect any right or interest
granted or purported to be granted by this Agreement to Subordinate or to
enable any senior lender to exercise and enforce the rights and remedies
granted to the senior lenders hereunder.


 


(b)                                 All
payments or distributions upon or with respect to the Subordinated Indebtedness
which are received by the Lender contrary to the provisions of this Agreement
to Subordinate, including, without limitation, with respect to any Proceeding,
shall be received in trust for the benefit of the senior lenders , shall be
segregated from other funds and property held by the Lender and shall be
forthwith paid over to the senior lenders in the same form as so received (with
any necessary endorsement) to be applied (in the case of cash) to or held as
collateral (in the case of securities or other non-cash property) for the
payment or prepayment of the Senior Indebtedness until the Senior Indebtedness
shall have been paid in full.


 


Section 3.8.                                   Certain Negative
Covenants of the Lender for the Benefit of the Senior Lenders.  Prior to such time as the Subordinated
Indebtedness shall have been irrevocably paid in full, the Lender will not,
without the prior written consent of each of the senior lenders:


 


(a)                                  sell,
assign, pledge, encumber or otherwise dispose of any Subordinated Indebtedness
unless such sale, assignment, pledge, encumbrance or disposition is made
expressly subject to the Agreement to Subordinate set forth in this Note
pursuant to documentation satisfactory in form and substance to each of the
senior lenders in their sole discretion;


 


(c)                                  declare
any or all of the Subordinated Indebtedness due and payable or exercise any
right or remedy with respect to the Subordinated Indebtedness, except as
provided in Section 3.2 hereof;


 


(d)                                 agree
to subordinate all or any portion of the Subordinated Indebtedness to any other
Person other than the senior lenders; or


 


(e)                                  commence,
or join with any creditor, other than any senior lender, in commencing any
Proceeding.


 


Section 3.9.                                   Miscellaneous.  Except to the extent that payment on the
Subordinated Indebtedness is restricted hereunder, nothing contained herein
shall (i) impair, as between the Borrower and the Lender, the obligation of the
Borrower, which is absolute and unconditional, to pay the principal amount of
and interest on the Subordinated Indebtedness in accordance with the terms
hereof or (ii) affect the relative rights of the Lender and creditors of the
Borrower other than the holders of the Senior Indebtedness.


 


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Section 4.                                            Representations,
Warranties and Covenants.


 


Section 4.1.                                   Representations
and Warranties.


 


(a)                                  The
Borrower hereby represents and warrants to the Lender as follows:


 


(i)                                     The
Borrower is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.


 


(ii)                                  The
execution, delivery and performance of this Note (including the Agreement to
Subordinate or set forth in this Note) by the Borrower are within the
Borrower’s corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene the Borrower’s organizational documents
or any contractual restriction binding on or affecting the Borrower.


 


(iii)                               No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due
execution, delivery and performance by the Borrower of this Note.


 


(iv)                              This
Note (including the Agreement to Subordinate or set forth in this Note)
constitutes the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms.


 


Section 4.2.                                   Covenants.  So long as any principal of or interest on
this Note shall remain unpaid, the Borrower will:


 


(a)                                  comply
in all material respects with all applicable laws, ordinances, rules,
regulations and requirements of governmental authorities except where the
necessity of compliance therewith is contested in good faith by appropriate
proceedings;


 


(b)                                 do
or cause to be done, all things necessary to preserve and keep in full force
and effect its existence and good standing and any rights, privileges,
obligations, licenses and franchises material to the Borrower’s business; and


 


(c)                                  keep
proper books of record and accounts in which full, true and correct entries in
accordance with GAAP shall be made of all material financial matters and
transactions in relation to its business and activities.


 


Section 5.                                            Payments
and Prepayments.  (a)  Subject to the provisions contained herein, including,
without limitation, the Agreement to Subordinate set forth in Section 3
hereof, the outstanding principal of this Note shall be due and payable on
December 18, 2005 (the “Final Maturity Date”).


 


(b)                                 Subject
to Section 3.2(a), the Borrower may, at its option and upon not less than
two Business Days’ prior written notice to the Lender, prepay this Note, in
whole at any time or in part from time to time, without penalty or premium,
each such prepayment to be accompanied by the payment of accrued interest to
the date of each prepayment on the amount prepaid, provided that each partial
prepayment shall be in a principal amount equal to $500,000 or an integral
multiple thereof.  Any principal amount
of the Loan which is repaid or prepaid may not be reborrowed.


 


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Section 6.                                            Registration
and Transfer of the Note.


 


Section 6.1.                                   Transfer
Restrictions.  This Note may not be
sold, assigned, or in any manner transferred or disposed of, in whole or in
part, except in compliance with the terms and conditions hereof.


 


Section 6.2.                                   Note Register;
Ownership of Note.  This Note shall
be registered in a register (the “Note Register”) as it is issued and
transferred, which Note Register shall be maintained by the Borrower at its
principal office or, at the Borrower’s election and expense, by the Borrower’s
transfer agent.  Subject to
Section 6.3 hereof, the Borrower shall be entitled to treat the registered
holder of this Note on the Note Register as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Note on the part of any other Person, and shall not be
affected by any notice to the contrary, except that, if and when this Note is
properly assigned in blank, the Borrower may (but shall not be obligated to)
treat the bearer thereof as the owner of such Note for all purposes.  All of the rights provided to a holder under
this Note, if properly assigned, may be exercised by a new holder without a new
Note first having been issued.


 


Section 6.3.                                   Consent Required;
Transfer of Note.  This Note may not
be transferred, assigned or otherwise disposed of or subordinated to any Person
other than the senior lenders except with the written consent of each senior
lender, provided, that no written consent of the senior lenders shall be
required in connection with any assignment by the Lender to an Affiliate of the
Lender or a fund or account managed by any Affiliate of the Lender.  Subject to the foregoing and the other
restrictions on transfer contained herein, if applicable, this Note and all
rights hereunder are transferable in whole or in part, without charge to the
holder hereof, upon surrender of this Note with a properly executed Form of
Assignment attached hereto as Exhibit  A at the principal office
of the Borrower.


 


Section 6.4.                                   Replacement of
Note.  On receipt by the Borrower of
evidence reasonably satisfactory to the Borrower of the loss, theft,
destruction or mutilation of this Note and, in the case of any such loss, theft
or destruction of this Note, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Borrower or, in the case of any such
mutilation, on surrender of such Note to the Borrower at its principal office and
cancellation thereof, the Borrower at the expense of the Lender, shall execute
and deliver, in lieu thereof, a new Note of like tenor.


 


Section 7.                                            Events
of Default.  If any of the following
shall occur (each, an “Event of Default”): (a) the Borrower shall fail
to pay any principal of or interest on this Note when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise); or (b) any
representation or warranty made by the Borrower in this Note, or in any
document or certificate executed in connection with this Note, shall have been
incorrect in any material respect when made; or (c) the Borrower shall fail to
perform or observe any term, covenant or agreement contained in this Note to be
performed or observed by the Borrower and, except as set forth in clause (a)
above, such failure, if capable of being remedied, shall remain unremedied for
five days after written notice thereof shall have been given to the Borrower by
the Lender; or (d) the Borrower shall fail to pay any debt for borrowed money
or other similar obligation or liability in excess of $1,000,000 (“Indebtedness”)
(excluding indebtedness


 


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evidenced by this Note), or any interest or premium thereon, when due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) and such failure shall continue after the applicable grace period,
if any, specified in the agreement or instrument relating to such Indebtedness,
or any other default under any agreement or instrument relating to any such
Indebtedness, or any other event, shall occur and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if
the effect of such default or event is to cause or permit the liquidation of
any collateral securing such Indebtedness, or any such Indebtedness shall be
declared to be due and payable, or required to be prepaid (other than by a
regularly scheduled required prepayment), prior to the stated maturity thereof;
or (e) one or more judgments or decrees shall be entered against the Borrower
involving in the aggregate a liability (not paid or fully covered by insurance)
of $1,000,000 or more and the same shall not have been vacated, satisfied,
undischarged, stayed or bonded pending appeal within 10 days from the entry
thereof; or (f) the Borrower shall have commenced or consented to the
commencement of a Proceeding; or the Borrower shall take any action to
authorize or effect any of the actions set forth above in this clause (f); or
(g) any provision of this Note (other than those provisions setting forth the
obligations of the Lender under the Agreement to Subordinate) shall at any time
for any reason be declared to be null and void by a court of competent jurisdiction,
or the validity or enforceability thereof shall be contested by the Borrower,
or a proceeding shall be commenced by the Borrower seeking to establish the
invalidity or unenforceability thereof, or the Borrower shall deny that it has
any liability or obligation hereunder or thereunder;


 


then the Lender may (i) declare the outstanding principal amount of
this Note and all other amounts due hereunder to be immediately due and
payable, whereupon the outstanding principal amount of this Note and all such
other amounts shall become and shall be forthwith due and payable, without
diligence, presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived and all such amounts, if unpaid, shall bear
interest at the rate of interest set forth in Section 1 hereof, and (ii)
except as otherwise set forth herein, exercise any and all of its other rights
under applicable law or hereunder. 
Notwithstanding the foregoing, the Borrower shall make payments to the
Lender, and the Lender shall seek such payments, only in accordance with the
Agreement to Subordinate set forth in Section 3 hereof.


 


Section 8.                                            Miscellaneous.


 


Section 8.1.                                   Amendments.  No amendment of any provision of this Note
(including the Agreement to Subordinate set forth in this Note) shall be
effective unless it is in writing and signed by the Borrower and the Lender,
and no waiver of any provision of this Note, and no consent to any departure
therefrom, shall be effective unless it is in writing and signed by the Lender,
and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however,
that prior to its effectiveness, each such amendment, waiver and consent must
be approved in writing by each of the senior lenders (if any).


 


Section 8.2.                                   Exercise of
Remedies.  No failure on the part of
the Lender to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of
any other right.


 


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Section 8.3.                                   Unenforceability.  Any provision of this Note which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.


 


Section 8.4.                                   Fees and Expenses.  The Borrower hereby agrees to pay all costs
and expenses (including, without limitation, all fees, expenses and other
client charges of counsel to the Lender) incurred by the Lender in connection
with (i) the preparation, execution, delivery, administration and amendment of
this Note and any related documents, and (ii) the enforcement of the Lender’s
rights, and the collection of all amounts due, hereunder (collectively, the “Lender’s
Costs”).


 


Section 8.5.                                   Indemnification.  The Borrower agrees to indemnify and hold
harmless (the “Indemnity”) the Lender and each of its directors,
officers, members, employees, agents, affiliates and advisors from and against
any and all claims, damages, losses, liabilities and expenses (including, without
limitation, fees and other client charges of counsel) which may be incurred by
or asserted against the Lender or any such director, officer, employee, agent,
affiliate or advisor in connection with or arising out of any investigation,
litigation or proceeding related to or arising out of this Note or any other
related document or any transaction contemplated hereby or thereby (but in any
case excluding any such claims, damages, losses, liabilities or expenses
incurred solely by reason of the gross negligence or willful misconduct of the
Lender or the indemnitee).  The Indemnity
shall survive the payment in full of this Note.


 


Section 8.6.                                   Notices.  All notices and other communications provided
for hereunder shall be in writing and shall be mailed, telecopied or delivered,
if to the Lender, to it at its address at 299 Park Avenue, 23rd Floor, New
York, New York 10171, facsimile no.: (212) 891-1540; if to the Borrower,
to it at its address at 500 West Madison, 16th Floor, Chicago, Illinois 60661,
facsimile no.: (312) 474-7451; or as to any such entity at such other address
as shall be designated by such entity in a written notice to each such other
entity complying as to delivery with the terms of this paragraph.  All such demands, notices, and other communications
shall be effective (i) if mailed, five days after being deposited in the mails,
(ii) if telecopied, when received, and (iii) if delivered, upon delivery.


 


Section 8.7.                                   Jurisdiction.  THE
BORROWER AND THE LENDER HEREBY (A) IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE (INCLUDING THE
AGREEMENT TO SUBORDINATE SET FORTH IN THIS NOTE), (B) WAIVE ANY DEFENSE BASED ON
DOCTRINES OF VENUE OR FORUM NON CONVENIENS, OR SIMILAR RULES OR DOCTRINES, AND
(C) IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH AN ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT.


 


Section 8.8.                                   Jury Trial.  THE
BORROWER AND THE LENDER MUTUALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS


 


10
















 


NOTE (INCLUDING THE AGREEMENT TO SUBORDINATE
SET FORTH IN THIS NOTE).


 


Section 8.9.                                   Governing Law.  This Note and the Agreement to Subordinate
set forth in this Note shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New York applicable to
contracts made and to be performed therein without consideration as to
conflicts of law.


 


Section 8.10.                             Counterparts.  This Note may be executed in any number of
counterparts, each of which, when executed, shall be an original, but all of
which, when taken together, shall constitute one and the same instrument.  Delivery of an executed counterpart of this
Note by telecopier shall be equally as effective as delivery of an original
executed counterpart of this Note.  Any
party delivering an executed counterpart of this Note by telecopier also shall
deliver an original executed counterpart of this Note but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Note.


 


[SIGNATURE PAGE TO FOLLOW]


 


11
















 


IN WITNESS WHEREOF, the maker of this Note has executed this instrument
on the date first above written:


 


	
   

  	
  BORROWER (as Maker of the Note and as a party to the Agreement to
  Subordinate):

  
	
   

  	
   

  
	
   

  	
  SSA GLOBAL TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
  Stephen Earhart

  	
   

  
	
   

  	
  Name:

  	
  Stephen Earhart

  
	
   

  	
  Title:

  	
  EVP/CFO

  
	
   

  	
   

  
	
   

  	
  LENDER (acknowledging its acceptance of this Note and as a party to
  the Agreement to Subordinate):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MADELEINE L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
  Mark A. Neporent

  	
   

  
	
   

  	
  Name:

  	
  Mark A. Neporent

  
	
   

  	
  Title:

  	
  V.P.

  
							



 
















 


SCHEDULE A


 


PRINCIPAL AND REPAYMENT OF PRINCIPAL


 


	
  Amount

  of Principal

  	
   

  	
  Principal

  Paid or Prepaid

  	
   

  	
  Principal

  Balance

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


SCHEDULE B


 


SENIOR INDEBTEDNESS

(as of December   , 2003)


 


NONE


 
















 


EXHIBIT A


 


FORM OF ASSIGNMENT


 


[To be executed only upon assignment of the
Note]


 


For value received, the undersigned registered holder of the within Note
hereby sells, assigns and transfers unto
               
the right represented by such Note in accordance with Section 6 of such
Note, and authorizes SSA Global Technologies, Inc. to make such transfer on the
books of SSA Global Technologies, Inc. maintained for such purpose, with full
power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature must conform in all respects to the name of holder as
  specified on the face of the Note)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Assignor)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Street Address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City) (State) Zip Code)

  	
   

  
	
   

  	
   

  
	
  Signed in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: