Exhibit 10.76


 


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.
Foreign Subsidiary 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., the lenders from time to
time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent (the “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 Foreign Subsidiary 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.


 


By
signing this agreement, the Agent agrees, with respect to each First-Tier
Foreign Subsidiary set forth in Exhibit A attached hereto (each, an “Excluded
Foreign Subsidiary”), that, notwithstanding anything in any Loan Document or
the Post-Closing Letter to the contrary, no Loan Party owning Equity Interests
of any such Excluded Foreign Subsidiary shall be required to provide the Agent
with any stock certificate or stock power with respect thereto; provided
that the Borrower agrees that in the event that (a) the Collateral Agent
has determined in good faith that the delivery of any such certificates or
stock powers with respect to any Excluded Foreign Subsidiary is advisable and in
the best interests of the Lenders and has so notified the Borrower in writing
or (b) the gross book value of the consolidated assets of an Excluded
Foreign Subsidiary


 





















 


shall
exceed $600,000 on the last day of any fiscal quarter of the Borrower, the Loan
Party shall, to the extent required by the Collateral and Guarantee
Requirement, use its best reasonable efforts to provide such stock certificates
and stock powers of such Excluded Foreign Subsidiary to the Agent within 90
days of (A) in the case of clause (a), such notification or (B) in
the case of clause (b) the date set forth in Section 5.01 for the
delivery of financial statements in respect of such fiscal quarter; provided
further that none of the foregoing shall require any Loan Party to deliver
certificates or stock powers with respect to the Equity Interests of an
Excluded Foreign Subsidiary to the extent that (x) the consolidated assets
thereof do not exceed $50,000 or (y) stock certificates representing Equity
Interests thereof cannot be obtained in the applicable jurisdiction. We hereby
further agree that this Foreign Subsidiary Letter shall be deemed to constitute
a “Loan Document” for all purposes of each Credit Agreement and the other Loan Documents.


 


The
foregoing shall not require the creation or perfection of pledges of or
security interests in particular assets or the obtaining of other documents
with respect thereto if and for so long as, in the judgment of the Agent, the
cost of creating or perfecting such pledges or security interests or obtaining
such documents shall be excessive in view of the benefits to be obtained by the
Lenders therefrom.


 


2





















 


This
Foreign Subsidiary Letter shall be construed in accordance with and governed by
the laws of the State of New York. This Foreign Subsidiary 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 Foreign
Subsidiary Letter by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. This Foreign Subsidiary 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

  
					



 


3





















 


Exhibit A


Excluded Foreign
Subsidiaries


 


I.              Foreign First Tier Subsidiaries of
US Based Entities:


 


	
  Issuer

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Registered

  Owner(s)

  	
   

  	
  Total Assets

  	
   

  	
  % of Total Assets

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (millions)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baan Brasil Sistemas de

  Informatica Ltda

  	
   

  	
  Brazil

  	
   

  	
  99% by Baan Global B.V.

  l% by Baan U.S.A.

  	
   

  	
  4.4

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Elevon Services, Limited

  	
   

  	
  United Kingdom

  	
   

  	
  100% by Elevon, Inc.

  	
   

  	
  0.3

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXE Technologies

  (China) Limited

  	
   

  	
  China

  	
   

  	
  100% by EXE

  Technologies, Inc.

  	
   

  	
  Dormant

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXE Technologies

  (Malaysia) Sdn. Bhd.

  	
   

  	
  Malaysia

  	
   

  	
  70% EXE Technologies,

  Inc.

  	
   

  	
  0.4

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXE Technologies

  (S.E.A.) Pte. Ltd.

  	
   

  	
  Singapore

  	
   

  	
  100% by EXE

  Technologies, Inc.

  	
   

  	
  0.5

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXE Technologies

  (Shanghai) Co., Ltd

  	
   

  	
  China

  	
   

  	
  100% by EXE

  Technologies, Inc.

  	
   

  	
  0.3

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXE Technologies (UK)

  Limited

  	
   

  	
  United Kingdom

  	
   

  	
  100% by EXE

  Technologies, Inc.

  	
   

  	
  0.4

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXE Technologies Korea

  Ltd.

  	
   

  	
  Korea

  	
   

  	
  80% by EXE Consulting

  Korea Ltd.

  20% SSA Global

  Technologies, Inc.

  	
   

  	
  Dormant

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Infinium Systems Iberica

  S.L.

  	
   

  	
  Spain

  	
   

  	
  10% by Infinium Software,

  Inc.

  	
   

  	
  Dormant

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Metro-Infinium (Thailand)

  Co., Ltd.

  	
   

  	
  Thailand

  	
   

  	
  70% Metro Systems

  Corporation Public

  Company Limited

  20% Individual

  Shareholders

  10% Infinium Software

  	
   

  	
  Dormant

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Walker Interactive

  Products, International

  Inc. - UK Branch Office

  	
   

  	
  United Kingdom

  	
   

  	
  100% by Walker

  Interactive Products,

  International

  	
   

  	
  Dormant

  	
   

  	
   

  	
   

  



 





















 


II.            Foreign First Tier Subsidiaries of
SSA Global Technologies, Inc.:


 


	
  Issuer

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Registered

  Owner(s)

  	
   

  	
  Total Assets

  	
   

  	
  % of Total Assets

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (millions)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SSA Caribbean

  	
   

  	
  Cayman Islands

  	
   

  	
  100% by SSA Global

  Technologies, Inc.

  	
   

  	
  [As discussed]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SSA Global Technologies

  GmbH

  	
   

  	
  Germany

  	
   

  	
  100% by SSA Global

  Technologies, Inc.

  	
   

  	
  0.2

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SSA Global Technologies

  SPA

  	
   

  	
  Italy

  	
   

  	
  99% by SSA Global

  Technologies, Inc.

  1% by SSA Limited

  	
   

  	
  0.1

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SSA GT Max

  International Limited

  	
   

  	
  United Kingdom

  	
   

  	
  100% by SSA Global

  Technologies, Inc.

  	
   

  	
  Dormant