Exhibit 10.22


 


SUBORDINATED PROMISSORY NOTE


 


	
  $391,696.18

  	
   

  	
  Dated:
  January 20, 2004

  
	
   

  	
   

  	
  New York,
  New York

  



 


FOR VALUE
RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”),
HEREBY PROMISES TO PAY to the order of GAP COINVESTMENTS III, LLC a Delaware
limited liability company, (the “Lender”), the principal amount of THREE
HUNDRED NINETY-ONE THOUSAND SIX HUNDRED NINETY-SIX AND 18/100 DOLLARS
($391,696.18), 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 3 Pickwick Plaza, Greenwich, Connecticut 06830,
Attention: Matthew Nimetz, 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 $391,696.18 on the date hereof.


 


(d)                                 The
proceeds of the Loan made under this Note may be used to provide working
capital to the Borrower.


 


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.


 


“Cerberus
Note” means the Subordinated Promissory Note, dated December 18, 2003,
in the aggregate principal amount of $23,000,000, made by the Borrower in favor
of Madeleine, L.L.C., as the same may be amended from time to time.


 


“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


 


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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.


 


“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


 


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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 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


 


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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.


 


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


 


5
















 


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 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


 


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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.


 


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 January 20, 2006 (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


 


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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.


 


(c)                                  Notwithstanding
anything to the contrary set forth in this Note, if at any time the Borrower
shall make a prepayment of principal and interest thereon under the Cerberus
Note, then the Borrower shall simultaneously make a pro rata prepayment of
principal and the interest thereon under this Note.


 


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.


 


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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 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,


 


9
















 


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).  Notwithstanding anything to the
contrary set forth in this Note, the Borrower shall not agree to make any
amendment to, waive any provision of or consent to any departure from (each, a
“Note Amendment”) the Cerberus Note, unless the Borrower shall also agree to
make the same Note Amendment to this Note; provided, however,
that notwithstanding the foregoing, nothing in this sentence shall be deemed to
require the Lender to agree to any such Note Amendment; and provided further,
if Lender shall not agree to such Note Amendment, Borrower shall not effect
such Note Amendment under the Cerberus Note.


 


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.


 


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 3 Pickwick Plaza, Greenwich,
Connecticut 06830, facsimile no.: (203) 618-9207; 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


 


10
















 


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 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
  P. Earhart

  	
   

  
	
   

  	
  Name:

  	
  Stephen P.
  Earhart

  	
   

  
	
   

  	
  Title:

  	
  EVP/CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER
  (acknowledging its acceptance

  of this Note and as a party to the Agreement

  to Subordinate):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GAP
  COINVESTMENTS III, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Nimetz

  	
   

  
	
   

  	
  Name:

  	
  Matthew
  Nimetz

  	
   

  
	
   

  	
  Title:

  	
  A Managing
  Member

  	
   

  
						



 
















 


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 January 20, 2004)


 


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: