Exhibit 10.69


 


SENIOR UNSECURED PROMISSORY NOTE


 


	
  $391,696.18

  	
   

  	
  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 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) (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 3 Pickwick Plaza, Greenwich, Connecticut 06830,
Attention: Matthew Nimetz, 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 Note (as hereinafter defined).  As used herein, “Prior Note” means the
Subordinated Promissory Note, dated January 20, 2004 made by the Borrower
to the order of the Lender in the principal amount of $391,696.18, of which
$391,696.18 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).


 


“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.


 


“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


 


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(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.


 


“Madeleine
Note” means the Senior Unsecured Promissory Note, dated the date hereof and
payable by SSA Global Technologies, Inc. to Madeleine L.L.C. in the
original principal amount of $125,089,347.28.


 


“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”).


 


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.


 


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(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”).  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 Madeleine Note.


 


(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 the


 


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Madeleine Note, 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.


 


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


 


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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 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 Madeleine 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 Madeleine 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.


 


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


 


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


 


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


 


Section 8.6.                                   Notices.  All notices and other communications provided
for hereunder shall be in writing and shall be mailed, telecopied or delivered,
if to the Lender, to it at its address at 3 Pickwick Plaza, Greenwich,
Connecticut 06830, facsimile no.: (203) 618-9207; 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.


 


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.


 


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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: