exv10w9w1



 





AMENDMENT NO. 1

TO

CREDIT AGREEMENT




     AMENDMENT NO. 1, dated as of July 26, 2007 (this “Amendment”), among JDA SOFTWARE GROUP, INC.,
a corporation organized under the laws of Delaware (“Borrower”), MANUGISTICS GROUP, INC., a
Delaware corporation (the “Additional Borrower”), the other Loan Parties as defined in the below
referenced Credit Agreement, the Lenders party hereto, and CITICORP NORTH AMERICA, INC. (“CNAI”),
as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, to that
certain Credit Agreement dated as of July 5, 2006 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Additional
Borrower, the Administrative Agent, the Lenders referred to therein, CNAI, as collateral agent (in
such capacity, the “Collateral Agent”) and as Swingline Lender, and Citibank, N.A., as Issuing Bank.
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in
the Credit Agreement (as amended hereby).



     WHEREAS, the Borrower has requested that the Requisite Lenders agree to amend certain
provisions of the Credit Agreement as set forth below;



     NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:



               Section 1. Amendment.



     Section 6.11 of the Credit Agreement is hereby amended by (x) inserting the following new
clause (d) at the end thereof, (y) deleting the word “and” at the end of clause (b)
thereof and (z) adding an “and” at the end of clause (c) thereof (and making the other necessary
grammatical and punctuation changes, as appropriate):




     (d) so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, the Borrower may make open market cash purchases
of its common stock in an aggregate amount not to exceed $75,000,000 since the Closing
Date.



               Section 2. Representations and Warranties.



     In order to induce the Administrative Agent and the Requisite Lenders to enter into this
Amendment, the Loan Parties jointly and severally represent and warrant to the Agents and each of
the Lenders that both before and after giving effect to this Amendment: (a) no Default or Event of
Default has occurred and is continuing and (b) all of the representations and warranties set forth
in Article III of the Credit Agreement and in the other Loan Documents are true and correct
in all material respects (except that any representation and



 









 





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warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct
in all respects) on and as of the date hereof as if made on the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of
such specific date).




               Section 3. Conditions to Effectiveness. This Amendment shall become effective on
the date on which each of the following conditions is satisfied (the “Amendment Effective Date”):



     (a) The Administrative Agent (or its counsel) shall have received from
Lenders constituting the Requisite Lenders and each of the other parties hereto, a counterpart
of this Amendment signed on behalf of such party;



     (b) the representations and warranties set forth in Section 2 hereof shall be
true and correct in all respects; and



     (c) the Borrower shall have paid to the Administrative Agent all reasonable
costs and expenses (including, without limitation the reasonable fees, charges and
disbursements of Cahill Gordon & Reindel llp, counsel for the Agents) of the
Administrative
Agent.



               Section 4. Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto on separate counterparts, each of which
when so executed and delivered shall be deemed to be an original, but all of which when taken
together shall constitute a single instrument. Delivery of an executed counterpart of a signature
page of this Amendment by facsimile transmission or by email in “pdf” format shall be effective as
delivery of a manually executed counterpart hereof.



               Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



               Section 6. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.



               Section 7. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders, Secured Parties or the Agents under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or
any other provision of the Credit Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect. The parties hereto
expressly acknowledge that it is not their intention





 









 





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that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto
constitute a novation of any of the obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, but a modification thereof pursuant to the terms contained
herein. All references to the Credit Agreement in any document, instrument, agreement, or writing
shall from and after the Amendment Effective Date be deemed to refer to the Credit Agreement as
amended by this Amendment and references in the Credit Agreement to “this Agreement,” “hereunder,”
“herein,” or words of like import shall mean and be a reference to the Credit Agreement, as
affected and amended hereby.




               Section 8. Acknowledgement and Affirmation. Each Loan Party hereby (i) expressly
acknowledges the terms of the Credit Agreement as amended hereby, (ii) ratifies and affirms after
giving effect to this Amendment its obligations under the Loan Documents (including guarantees and
security agreements) executed by such Loan Party and (iii) after giving effect to this Amendment,
acknowledges renews and extends its continued liability under all such Loan Documents and agrees
such Loan Documents remain in full force and effect.



[signature pages follow]













 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as
of the date first above written.



	 	 	 	 	 	 	 
	 	 	JDA SOFTWARE GROUP, INC.,

   as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name: Kristen L. Magnuson
	 	 
	 

	 	 	 	Title: CFO & EVP	 	 
	 
	 	 	 	 	 	 
	 	 	MANUGISTICS GROUP, INC.,
   as
Additional Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name: Kristen L. Magnuson
	 	 
	 

	 	 	 	Title: EVP & CFO	 	 






[Signature Page JDA Amendment No. 1]




 









 





	 	 	 	 	 	 	 
	 	 	JDA SOFTWARE, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	JDA WORLDWIDE, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	STANLEY ACQUISITION CORP.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Signature Page JDA Amendment No. 1]




 









 





	 	 	 	 	 	 	 
	 	 	MANUGISTICS GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MANUGISTICS, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MANUGISTICS HOLDINGS DELAWARE, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MANUGISTICS HOLDINGS DELAWARE II, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MANUGISTICS SERVICES, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Signature Page JDA Amendment No. 1]




 









 








	 	 	 	 	 	 	 
	 	 	MANUGISTICS CALIFORNIA, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristen L. Magnuson
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Signature Page JDA Amendment No. 1]




 









 





	 	 	 	 	 	 	 
	 	 	CITICORP NORTH AMERICA, INC.,

   as Administrative Agent and Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Carl Cho
 

Name: Carl Cho
	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature Page JDA Amendment No. 1]