Exhibit 10.64


 


SENIOR
UNSECURED PROMISSORY NOTE


 


	
  $125,089,347.28

  	
   

  	
  Dated:
  June 1, 2005

  
	
   

  	
   

  	
  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 ONE HUNDRED TWENTY-FIVE MILLION EIGHTY-NINE THOUSAND
THREE HUNDRED FORTY-SEVEN AND 28/100 DOLLARS ($125,089,347.28) (the “Loan”)
on the Final Maturity Date (as defined below).


 


Section 1.               Payments; Borrowing Request; 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 a
fluctuating interest rate per annum equal to the sum of the LIBOR Rate plus
2.75%, payable quarterly in arrears on the last day of March, June, September and
December in each year, commencing on September 1, 2005.  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.


 


To the extent permitted by law, upon the occurrence
and during the continuance of an Event of Default, the principal of, and all
accrued and unpaid interest on, the Loan, fees, or any other obligations of the
Borrower under this Note, shall bear interest, from the date such Event of
Default occurred until the date such Event of Default is cured or waived in
writing in accordance herewith, at a rate per annum equal at all times to the
Post-Default Rate.


 


(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 proceeds of the Loan made under this Note
shall be used to refinance the Indebtedness outstanding under the Prior Notes
(as hereinafter defined).  As used
herein, “Prior Notes” means (A) the Second Amended and Restated
Subordinated Promissory Note, dated August 1, 2003 made by the Borrower to
the order of the Lender in the principal amount of $59,190,349.38, of which
$69,190,349.38 is outstanding on the date hereof, (B) the Subordinated
Promissory Note, dated December 18, 2003 made by the Borrower to the order
of the Lender in the principal amount of $23,000,000.00, of which 23,000,000.00
is outstanding on the date hereof, and (C) the Second Amended and Restated
Promissory Note, dated February 26, 2004 made by the Borrower to the order
of the Lender in the principal amount of $97,557,880.00, of which
$99,828,163.51 is outstanding on the date hereof.


 





















 


 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:


 


“Authorized Person” means, with respect to
any Person, the chief executive officer, chief financial officer, president,
executive vice president, or vice president of such Person or such other Person
designed in writing pursuant to Section 8.6 hereof.


 


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


 


“Business Day” means any day other than a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required to close; provided that with respect to the borrowing,
payment or continuation of, or determination of interest rate for, the Loan,
the term “Business Day” shall also mean any Business Day which dealings in
Dollars may be carried on in the interbank eurodollar markets in New York City
and London.


 


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


 


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


 


“GA Notes” means each of the Senior Unsecured
Promissory Notes, each dated the date hereof and payable by SSA Global
Technologies, Inc. to (i) General Atlantic Partners 77, L.P. in the
original principal amount of $6,830,495.47; (ii) GAPCO GmbH & Co.
KG in the original principal amount of $33,611.25; (iii) GAP Coinvestments
III, LLC in the original principal amount of $391,696.18; (iv) GAP
Coinvestments IV, LLC in the original principal amount of $99,276.10; (v) General
Atlantic Partners 76, L.P. in the original principal amount of $17,705,698.60; (vi) GAP
Coinvestment Partners II, L.P. in the original principal amount of
$1,036,299.23; and (vii) GapStar, LLC in the original principal amount of
$574,843.30.


 


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


 


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


 


“Interest Period”
means, with respect to the Loan, the period commencing on the borrowing date or
the date of any continuation of the Loan, as the case may be, and ending three
months thereafter, provided that (i) each Interest Period shall
begin on the first day of a month and end on the last day of a month, provided
that the initial Interest Period shall commence on the date hereof and end on
the last day of the third month immediately succeeding the date hereof, (ii) any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day, unless such Business Day
falls in another calendar month, in which case such Interest Period shall end
on the next preceding Business Day, (iii) no Interest Period for shall not
end after the Final Maturity Date, and (iv) no more than one (1) Interest
Period for the Borrower may exist at any one time.


 


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


 


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


 


“LIBOR” means, with
respect to the Interest Period, the rate per annum determined by the LIBOR
Reference Bank in New York, New York on the basis of the rates at which Dollar
deposits are offered to major banks in the London interbank market on or about
2:00 p.m. (New York City time) 2 Business Days prior to the commencement
of the applicable Interest Period, for a term and in amounts comparable to the
Interest Period and amount of the Loan requested by the Borrower in accordance
with this Note, or, if the foregoing rate is unavailable, the rate per annum
determined by the Lender in accordance with its customary procedures, and
utilizing such electronic or other quotation sources as it considers
appropriate, in each case rounded upwards to, if necessary to the next 1/16%,
which determination shall be conclusive in the absence of manifest error.


 


“LIBOR Rate” means,
with respect to the Interest Period for the Loan, the rate per annum determined
by the Lender (rounded upwards if necessary, to the next 1/16%) by dividing (a) LIBOR
for the Interest Period by (b) 100% minus the Reserve Percentage.  The LIBOR Rate shall be adjusted on and as of
the effective day of any change in the Reserve Percentage applicable to the
holder of this Note.


 


“LIBOR Reference Bank” means JPMorgan Chase
Bank in New York, New York, its successors or any other commercial bank designated
by the Lender to the Borrower from time to time.


 


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


 


“Note” means this Senior Unsecured Promissory
Note.


 


“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.


 


“Post-Default Rate” means a rate of interest
per annum equal to the rate of interest otherwise in effect from time to time
pursuant to the terms of this Note plus 2%.


 


“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.


 


“Reserve Percentage” means, on any day, the
maximum percentage prescribed by the Board of Governors of the Federal Reserve
System (or any successor governmental authority) for determining the reserve
requirements (including any basic, supplemental, marginal, or emergency
reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as “eurocurrency liabilities”).


 


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Section 3.               [Intentionally Omitted].


 


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 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 constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms.


 


(v)           The Borrower’s obligations under this Note
will rank senior in right of payment to all other Indebtedness incurred by the
Borrower, except that the obligations under this Note will pari passu
with any Indebtedness incurred by the Borrower that is designated by the
Borrower, at the time of such incurrence, as senior indebtedness.


 


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, the outstanding principal of this Note and interest thereon shall be
due and payable on June 1, 2008 (the “Final Maturity Date”).  


 


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All payments of such principal and interest thereon
under this Note shall be made pro rata with payments of principal and interest
thereon under the GA Notes.


 


(b)           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 this Note 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 any of the GA Notes, then the Borrower
shall simultaneously make a pro rata prepayment of principal and 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.            Transfer of Note.  This
Note may be transferred, assigned or otherwise disposed of or subordinated to
any Person without the consent of the Borrower. 
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 $5,000,000 (“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 $5,000,000 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 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.


 


Section 8.               Miscellaneous.


 


Section 8.1.            Amendments.  No amendment of any provision
of 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 


 


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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 GA Notes, 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 GA Notes.


 


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 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, 22nd 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.


 


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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, (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.


 


Section 8.9.            Governing Law.  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]


 


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


 


 


	
   

  	
  SSA
  GLOBAL TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kirk J. Isaacson

  	
   

  
	
   

  	
  Name:

  	
  Kirk J. Isaacson

  
	
   

  	
  Title:

  	
  Executive Vice President &

  
	
   

  	
   

  	
  General Counsel

  



 





















 


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: