Exhibit 10.19


 


SECOND AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE


 


	
  $69,190,349.38

  	
   

  	
   

  	
  Dated:  August 1, 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 SIXTY NINE
MILLION ONE HUNDRED NINETY THOUSAND THREE HUNDRED FORTY NINE AND 38/100 DOLLARS
($69,190,349.38), or, if less, the aggregate unpaid principal amount of all
advances made by the Lender to the Borrower under this Note (as defined below)
(collectively, the “Loans”) outstanding on the Final Maturity Date (as
defined below).


 


All
amounts due the Lender under this Second Amended and Restated 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.


 


This
Note amends and restates in its entirety the Amended and Restated Subordinated
Promissory Note, dated April 2, 2003 in the aggregate principal amount of
$59,190,349.38 (the “Amended and Restated Note”), made by the Borrower
to the order of the Lender, which Amended and Restated Note amended and
restated the Subordinated Promissory Note, dated December 19, 2002 in the
aggregate principal amount of $125,000,000.00 made by the Borrower to the order
of the Lender.  This Note shall not in
any way constitute (i) an extinguishment of the indebtedness of the Borrower
under the Amended and Restated Note, (ii) a release of the Borrower from such
obligations, or (iii) a novation of the Amended and Restated Note.


 


Section 1.                                            Payments; Borrowing Request; Funding Fee; General.  (a)
The unpaid principal amount of each Loan shall bear interest from the date such
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/Robert Gaffney, or such other office as the Lender may designate.


 


(b)                                 The principal amount of each Loan hereunder
and all payments made to the Lender on account of such principal shall be noted
by the Lender on the Schedule 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 shall give the Lender prior
telephonic notice (immediately confirmed in writing (a “Notice of Borrowing”)),
not later than 12:00 noon (New York City time) on the date which is three (3)
Business Days prior to the date of the proposed Loan (or such shorter period as
the Lender is willing to accommodate from time to time, but in no event later
than 12:00 noon (New York City time) on the borrowing date of the proposed
Loan).  Such Notice of Borrowing shall be
irrevocable and shall specify (i) the principal amount of the proposed Loan,
(ii) the use of the proceeds of such proposed Loan, and (iii) the proposed
borrowing date, which must be a Business Day. 
The Lender may act without liability upon the basis of written,
telecopied or telephonic notice believed by the Lender in good faith to be from
the Borrower.  The Borrower hereby waives
the right to dispute the Lender’s record of the terms of any such telephonic
Notice of Borrowing.  The Lender shall be
entitled to rely conclusively on any Authorized Person’s authority to request a
Loan on behalf of the Borrower until the Lender receives written notice to the
contrary.  The Lender shall have no duty
to verify the authenticity of the signature appearing on any written Notice of
Borrowing.


 


(d)                                 The proceeds of the Loans made under this
Note may be used (i) to make intercompany advances and distributions to the
subsidiaries of the Borrower and (ii) for other working capital and general
corporate purposes of the Borrower.


 


(e)                                  The Borrower shall pay to the Lender a
non-refundable funding fee (the “Funding Fee”) equal to one percent
(1.00%) of the principal amount of each Loan made hereunder, payable on the
date each Loan is borrowed.


 


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 3.1(b).


 


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


 


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


 


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


 


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


 


“Notice
of Borrowing” has the meaning set forth in Section 1(c).


 


“Person”
means natural persons, corporations, limited liability companies, limited
partnerships, general partnerships, limited liability partnerships, joint
ventures, trusts, land trusts,


 


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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 senior lenders under or in connection with any senior
loan agreement or any other senior loan document, provided that such
obligations are identified as “senior” by the Borrower.


 


“Stock
Purchase Agreement” means the Stock Purchase Agreement, dated as of
March 10, 2003, by and among SSA Global Technologies, Inc., a Delaware
corporation, 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


 


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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 pursuant to
Section 3.2(c) and Section 5(b) 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 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 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), Section 3.2(d) 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 withdrawn or rescinded by the applicable senior lender,
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


 


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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 Creditor may request (A) to collect the Subordinated
Indebtedness for the account of the Senior Creditors and to file appropriate
claims or proofs of claim with respect thereto, (B) to execute and deliver to
such Senior Creditor, such powers of attorney, assignments or other instruments
as such Senior Creditor 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.


 


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; (ii) notice of


 


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acceptance
and notice of the incurrence of any Senior Indebtedness by the Borrower; (iii)
notice of any actions taken by any senior lender or the Borrower or any other
Person under any agreement or instrument relating to any Senior Indebtedness;
(iv) all other notices, demands and protests, and all other formalities of
every kind in connection with the enforcement of the Senior Indebtedness or of
the obligations of the Lender and the Borrower hereunder, the omission of or
delay in which, but for the provisions of this Section 3.5, might
constitute grounds for relieving the Lender or the Borrower of its obligations
hereunder; and (v) 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
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, in the opinion of any senior lender, desirable, 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.


 


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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.


 


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.


 


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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 31, 2007 (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.


 


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


 


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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 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;


 


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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.


 


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,


 


10
















 


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, Attn: Mark A. Neporent, Esq.,
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 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
instrument 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.


 


[SIGNATURE PAGE TO FOLLOW]


 


11
















 


 


IN
WITNESS WHEREOF, the maker of this Note has executed this instrument as of 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:

  	
  Vice
  President and Chief Operating Officer

  



 
















 


SCHEDULE A


 


PRINCIPAL AND REPAYMENT OF PRINCIPAL


 




	
  Amount

  of Principal

  	
   

  	
  Principal

  Paid or Prepaid

  	
   

  	
  Principal

  Balance

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 
















 


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: