Exhibit 10.75


 


SSA Global Technologies, Inc.


500 W. Madison, Suite 1600


Chicago, IL 60661


 


 


September 22, 2005


 


 


JPMorgan Chase Bank, N.A.,


as Administrative Agent and Collateral Agent


Loan and Agency Services Group


1111 Fannin, 10th Floor


Houston, Texas 77002-6025


Attention: Gloria Javier


 


Copy
to:


JPMorgan Chase Bank, N.A.


270 Park Avenue, New York,


New York 10017


Attention: David Mallett


 


SSA Global
Technologies, Inc. Post-Closing Letter


 


Ladies
and Gentlemen:


 


Reference
is made to (i) the Credit Agreement dated as of September 22, 2005
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among SSA Global Technologies, Inc., JPMorgan Chase Bank,
N.A., as administrative agent and collateral agent, and (ii) the Guarantee
and Collateral Agreement, dated as of September 22, 2005 (as amended,
supplemented or otherwise modified from time to time, the “Collateral
Agreement”), among SSA Global Technologies, Inc. (the “Borrower”),
each other Subsidiary of the Borrower identified therein and JPMorgan Chase
Bank, N.A., as collateral agent. All other capitalized terms used in this
Post-Closing Letter and not otherwise defined herein have the meanings assigned
to them in the Credit Agreement and the Collateral Agreement, as the case may
be.


 


We
hereby agree, with respect to each matter set forth in Schedule A attached
hereto, to ensure that each such matter shall have been accomplished within the
number of days after the Effective Date set forth in Schedule A for such
matter, subject to extension by, and in the sole discretion of, the Agent. We
hereby further agree that this Post-Closing Letter shall be deemed to
constitute a “Loan Document” for all purposes of each Credit Agreement and the
other Loan Documents.


 





















 


This
Post-Closing Letter shall be construed in accordance with and governed by the
laws of the State of New York. This Post-Closing Letter may be executed in two
or more counterparts each of which shall constitute an original but all of which
when taken together shall constitute but one contract. Delivery of an executed counterpart
of a signature page to this Post-Closing Letter by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof. This
Post-Closing Letter may not be amended or modified except in writing signed by
all the parties hereto.


 


 


	
   

  	
  SSA GLOBAL
  TECHNOLOGIES, INC.,

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Kirk J.
  Isaacson

  	
   

  
	
   

  	
  Name:

  	
  Kirk J.
  Isaacson

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President &

  General Counsel

  	
   

  
					



 


 


Accepted
as of the date

first written above by:


 


JPMORGAN CHASE BANK,


N.A., as Administrative Agent
and Collateral Agent,


 


 


	
   

  	
  By

  	
  /s/ David M. Mallett

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David M. Mallett

  
	
   

  	
   

  	
    Title:

  	
  Vice
  President

  
					



 


2





















 


Schedule A


Required Matters


 


	
   

  	
  Required Matter

  	
   

  	
  Number of days

  after Effective Date

  
	
  1.

  	
  Filings necessary to
  update record ownership of all material Intellectual Property of any Grantor
  that is registered in the United States in the name of a Person other than
  such Grantor to reflect ownership thereof in the name of such Grantor shall
  be made and the Collateral and Guarantee Requirement shall be satisfied with
  respect to all such Intellectual Property.

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Satisfaction of Collateral
  and Guarantee Requirement with respect to all Intellectual Property referred
  to in Item 1, above.

  	
   

  	
  105

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Filings necessary to
  update record ownership of all material Intellectual Property of the Borrower
  or any Subsidiary that is registered in a foreign jurisdiction in the name of
  a Person other than the Borrower or such Subsidiary to reflect ownership
  thereof in the name of the Borrower or such Subsidiary shall be made; provided,
  however, that if any of the foregoing cannot reasonably be accomplished
  within the specified time period, the Collateral Agent will consider in good
  faith a request from the Borrower to extend such time period.

  	
   

  	
  120

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Satisfaction of Collateral
  and Guarantee Requirement with respect to all Intellectual Property referred
  to in Item 3, above.

  	
   

  	
  150

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  All material Intellectual
  Property of Baan International B.V. shall be transferred to Baan Global B.V.
  and all filings necessary to update record ownership of all material
  registered Intellectual Property of any such Subsidiary to reflect ownership
  thereof by Baan Global B.V. shall be made; provided, however,
  that if any of the foregoing cannot reasonably be accomplished within the
  specified time period, the Collateral Agent will consider in good faith a
  request from the Borrower to extend such time period.

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Perfection of the
  Collateral Agent’s interests in all material Intellectual Property of a Loan
  Party located or registered in The Netherlands and/or the United Kingdom,
  including, if necessary or advisable (based on the advice of local legal
  counsel), the entering into of Foreign Intellectual Property Agreements; provided,
  however, that if any of the foregoing cannot reasonably be
  accomplished within the specified time period, the Collateral Agent will
  consider in good faith a request from the Borrower to extend such time
  period.

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Satisfaction of paragraph (b) of
  the definition of Collateral and Guarantee Requirement, including, for the
  avoidance of doubt, the following legal opinions in form and substance
  reasonably 

  	
   

  	
  90

  



 


3





















 


	
   

  	
  satisfactory to the
  Collateral Agent:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •      Opinions of Baker & McKenzie LLP with respect to each such Foreign
  Pledge Agreement.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •      Opinion of Walkers with respect to the pledge by SSA Caribbean of the
  stock of Baan Global B.V., in accordance with the terms of the Credit
  Agreement.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  The Borrower will use its
  best efforts to terminate each Lien on the bank accounts set forth on Schedule 6.02
  to the Credit Agreement and to file terminations for the UCC-1 financing statements
  set forth on Schedule 6.02 to the Credit Agreement, in each case unless otherwise
  agreed between the Administrative Agent and the Borrower.

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Delivery of all stock
  certificates and undated stock powers of Foreign Subsidiaries to the extent
  (x) required under the Loan Documents and (y) not delivered on or prior to
  the Effective Date.

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Receipt by the Borrower of
  a legal opinion of Schulte Roth & Zabel LLP in form and substance
  reasonably satisfactory to the Collateral Agent in respect of each Deposit
  Account Control Agreement entered into pursuant to the Guarantee and
  Collateral Agreement with respect to deposit accounts existing on the
  Effective Date.

  	
   

  	
  60

  



 


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