exv10w4






Exhibit 10.4




	 	 	 	 
	

	 	Wells Fargo Foothill, LLC

2450 Colorado Avenue

Suite 3000 West

Santa Monica, California 90404
	 
	 	 
	 

	 	Wells Fargo Securities, LLC
	 

	 	One Wachovia Center
	 

	 	301 South College Street
	 

	 	Charlotte, North Carolina 28288-0737
	 
	 	 
	 

	 	November 4, 2009






JDA Software Group, Inc.

14400 North 87th Street

Scottsdale, AZ 85260

Attn: Pete Hathaway




COMMITMENT LETTER

$140 MILLION SENIOR SECURED CREDIT FACILITY




Ladies and Gentlemen:



As we, Wells Fargo Foothill, LLC (“WFF”) and Wells Fargo Securities, LLC (“WFS” and together with
WFF, “we” or “us”), understand, JDA Software Group, Inc. (“you” or “JDA”) will form two acquisition
entities (“Merger Sub” and “Merger LLC”) in order to acquire (the “Acquisition”) i2 Technologies,
Inc. (the “Company” or “i2”). The Acquisition is to be accomplished by means of the merger of
Merger Sub with and into the Company, with the Company as the survivor of such merger, and
immediately thereafter, the merger of Merger LLC with and into Company, with Merger LLC as the
survivor of such merger. WFF and WFS further understand that JDA is desirous of obtaining (a)
financing in the form of a term loan in order to finance a portion of the consideration payable in
connection with the consummation of the Acquisition, and (b) financing in the form of a revolving
loan in order to finance the general corporate purposes of JDA and its subsidiaries, and pay fees
and expenses associated with the transaction contemplated hereby (the “Transaction”).



We are pleased to provide you with this commitment letter and the annexes attached hereto (the
“Commitment Letter”) and the term sheet and the annexes attached thereto (the “Term Sheet”) which
establish the terms and conditions under which WFF commits to provide to JDA a $140,000,000 senior
secured credit facility (the “Facility”). The parties acknowledge that this Commitment Letter, the
Term Sheet and the Fee Letter (as hereinafter defined) (a) summarize all of the conditions
precedent to the Facility, and (b) summarize all of the covenants, representations and warranties,
and events of default that will be contained in the definitive documentation for the Facility. The
parties agree that any provisions not already addressed in the Term Sheet or this Commitment Letter
will be customary for transactions of this type or otherwise reasonably acceptable to JDA and WFF.




Syndication



The parties agree that the syndication provisions shall be as set forth on Annex A hereto.




 









 








JDA Software Group, Inc.

November 4, 2009




Expenses and Indemnification



You agree (a) to pay or reimburse on demand, all reasonable, out-of-pocket fees, costs, and
expenses (including, without limitation, reasonable fees and disbursements of counsel, reasonable
consultant costs and expenses, filing and recording fees, and reasonable costs and expenses
associated with due diligence, travel, appraisals, valuations, audits, and syndication) (the
“Expenses”) incurred by or on behalf of WFF or WFS (whether before, on, or after the date hereof)
in connection with (i) legal and business due diligence, (ii) the preparation, negotiation,
execution, and delivery of this Commitment Letter and the Term Sheet, the Fee Letter and any and
all documentation for the Facility, (iii) the syndication of the Facility, and (iv) the enforcement
of any of WFF’s or WFS’s rights and remedies under this Commitment Letter, in each case
irrespective of whether the Transaction is consummated, (b) to indemnify, defend, and hold harmless
WFF, each of its affiliates, and each of their officers, directors, employees, agents, advisors,
attorneys, and representatives (each, a “WFF Indemnified Person”) as set forth on Annex B hereto,
and (c) to indemnify, defend, and hold harmless WFS, each of its affiliates, and each of their
officers, directors, employees, agents, advisors, attorneys, and representatives (each, a “WFS
Indemnified Person”; a WFF Indemnified Person and a WFS Indemnified Person are also referred to as
an “Indemnified Person”) as set forth on Annex B hereto.



WFF, WFS, and JDA hereby agree that (a) the letter agreement, dated as of October 28, 2009, by and
among WFF, WFS, and JDA relating to expense reimbursement is hereby terminated; and (b) the
reimbursement of all fees, costs, and expenses (including, without limitation, reasonable fees and
disbursements of counsel and costs and expenses associated with due diligence) incurred by WFF
and/or WFS prior to, on, or after the date hereof shall be governed by the terms of this Commitment
Letter.




Fees



You agree to pay or cause Company to pay the fees set forth in the fee letter dated the date hereof
(the “Fee Letter”) to the payee specified therein, in cash, as and when indicated therein.




Conditions



On the date that all of the Escrow Funding Conditions (as defined on Annex B-1) have been satisfied
(such date, the “Escrow Funding Date”), at JDA’s request, WFF agrees to make the Term Loan in an
amount equal to the Term Loan Amount and to transfer the proceeds of the Term Loan in an amount
equal to the Term Loan Amount (such proceeds, the “Escrow Proceeds”) to Wells Fargo Bank (the
“Escrow Agent”) pursuant to the terms of the Escrow Agreement (as defined on Annex B-1) to be held
in an interest bearing investment account (the type of account to be mutually agreed upon by WFF,
WFS, JDA, and the Escrow Agent), which shall bear interest at market rates (the “Escrow Fund”).
The Escrow Agent shall hold and distribute the Escrow Proceeds in accordance with the terms of the
Escrow Agreement (as defined on Annex B-1).



During the Escrow Period (as defined on Annex B-1), interest on the Escrow Proceeds shall accrue at
the rates specified in Annex A-1 and interest shall be due and payable by JDA to Agent in
accordance with the terms of the credit agreement. Also during the Escrow Period, interest earned
on the Escrow Fund shall be paid by the Escrow Agent to JDA on a monthly basis.




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JDA Software Group, Inc.

November 4, 2009





During the Escrow Period (as defined on Annex B-1), (a) the Revolver shall remain unfunded, other
than the charging of fees, costs, expenses, and interest on the Term Loan; and (b) the Unused Line
Fee shall not be due or payable.



Notwithstanding anything in this Commitment Letter or the Term Sheet hereto to the contrary, to the
extent any collateral owned by JDA or any of its respective subsidiaries is not provided, or the
security interest of Agent (as defined in the Term Sheet) therein is not perfected, on the Escrow
Funding Date after your use of commercially reasonable efforts to do so (other than (A) your
authorization to file Uniform Commercial Code financing statements, (B) your authorization to file
intellectual property security agreements with the United States Copyright Office and the United
States Patent and Trademark Office for registered intellectual property, and (C) the delivery of
stock certificates for stock that is part of the collateral), the providing of, or perfection of
the security interest of Agent (as defined in the Term Sheet) in, such collateral shall not
constitute an Escrow Funding Condition but shall be required to be provided after the Escrow
Funding Date pursuant to arrangements to be mutually agreed upon).



Notwithstanding anything in this Commitment Letter or the Term Sheet hereto to the contrary, to the
extent any collateral owned by i2 or any of its respective subsidiaries is not provided, or the
security interest of Agent (as defined in the Term Sheet) therein is not perfected, on the
Acquisition Funding Date after your use of commercially reasonable efforts to do so (other than (A)
your authorization to file Uniform Commercial Code financing statements, (B) your authorization to
file intellectual property security agreements with the United States Copyright Office and the
United States Patent and Trademark Office for registered intellectual property, and (C) the
delivery of stock certificates for stock that is part of the collateral), the providing of, or
perfection of the security interest of Agent (as defined in the Term Sheet) in, such collateral
shall not constitute an Acquisition Funding Condition but shall be required to be provided after
the Acquisition Funding Date pursuant to arrangements to be mutually agreed upon).




Confidentiality



(a) You agree that this Commitment Letter (including the Term Sheet), and the Fee Letter have been
or are for your confidential use only and that neither their existence, nor the terms hereof or
thereof, will be disclosed by you to any person other than your officers, directors, employees,
agents, accountants, attorneys, advisors, and other representatives retained in connection with the
Transaction contemplated hereby and then only on a “need-to-know” basis in connection with the
Transaction contemplated hereby and on a confidential basis. The foregoing notwithstanding, you
may (i) provide a copy hereof (including the Term Sheet) and a copy of the Fee Letter (with all fee
information redacted) to Company (so long as it agrees not to disclose this Commitment Letter other
than to its officers, directors, employees, accountants, attorneys, and other advisors, and then
only on a “need-to-know” basis in connection with the Transaction contemplated hereby and on a
confidential basis), and (ii) following your acceptance of this Commitment Letter in accordance
herewith and your return of an executed counterpart of this Commitment Letter to us, you may (A)
file or make such other public disclosures of the terms and conditions hereof (including the Term
Sheet, but not including the Fee Letter) as you are required by law, in the opinion of your
counsel, to make (it being understood that the Commitment Letter (including the Term Sheet), but
not the Fee Letter, will be disclosed as a material contract in, and may be filed in its entirety
as an exhibit to, JDA’s or the Company’s current and periodic reports and any registration
statements relating to the Transaction filed with the Securities and Exchange Commission), (B)
disclose the Commitment Letter (including the Term Sheet and, solely to the extent specifically
required by such regulatory authority to be disclosed to such regulatory authority, the Fee
Letter), as may be required by regulatory authorities so long as such authorities are informed of
the confidential nature of such information, provided that prior to





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JDA Software Group, Inc.

November 4, 2009





any disclosure under this clause (B), you agree to provide WFF and WFS with prior notice thereof,
to the extent that it is practicable to do so, (C) disclose the Commitment Letter (including the
Term Sheet and, solely to the extent specifically required by such statute, decision, or judicial
or administrative order, rule, or regulation, the Fee Letter), as may be required by statute,
decision, or judicial or administrative order, rule, or regulation, provided that prior to
any disclosure under this clause (C), you agree to provide WFF and WFS with prior notice thereof,
to the extent that it is practicable to do so and to the extent that you are permitted to provide
such prior notice to WFF and WFS pursuant to the terms of the applicable statute, decision, or
judicial or administrative order, rule, or regulation, (D) disclose the Commitment Letter
(including the Term Sheet and solely to the extent specifically required by such governmental
authority, the Fee Letter), as required by any governmental authority pursuant to any subpoena or
other legal process, provided that prior to any disclosure under this clause (D), you agree
to provide WFF and WFS with prior notice thereof, to the extent that it is practicable to do so and
to the extent that you are permitted to provide such prior notice to WFF and WFS pursuant to the
terms of the subpoena or other legal process, and (E) disclose the Commitment Letter (including the
Term Sheet and solely to the extent specifically required by court order, the Fee Letter), in
connection with any litigation or other adverse proceeding involving parties to this Commitment
Letter; provided that prior to any disclosure to any party other than WFF and WFS and their
respective affiliates and counsel under this clause (E) with respect to litigation involving a
party other than WFF and WFS and their respective affiliates, you agree to provide WFF and WFS with
prior notice thereof.



(b) Each of WFF and WFS agrees on behalf of itself that material, non-public information regarding
JDA, the Company and their respective subsidiaries, their operations, assets, and existing and
contemplated business plans shall be treated by such person in a confidential manner, and shall not
be disclosed by such person to persons who are not parties to this Commitment Letter, except: (i)
to such person’s officers, directors, employees, attorneys, advisors, accountants, auditors, and
consultants engaged in connection with the Transaction on a “need to know” basis in connection with
Transaction contemplated hereby and on a confidential basis, (ii) to subsidiaries and affiliates of
such person, provided that any such subsidiary or affiliate shall have agreed to receive such
information hereunder subject to the terms of this clause (b), (iii) as may be required by
regulatory authorities so long as such authorities are informed of the confidential nature of such
information, (iv) as may be required by statute, decision, or judicial or administrative order,
rule, or regulation, provided that prior to any disclosure under this clause (iv), the
disclosing party agrees to provide JDA with prior notice thereof, to the extent that it is
practicable to do so and to the extent that the disclosing party is permitted to provide such prior
notice to JDA pursuant to the terms of the applicable statute, decision, or judicial or
administrative order, rule, or regulation, (v) as may be agreed to in advance by JDA, (vi) as
requested or required by any governmental authority pursuant to any subpoena or other legal
process, provided that prior to any disclosure under this clause (vi), the disclosing party
agrees to provide JDA with prior notice thereof, to the extent that it is practicable to do so and
to the extent that the disclosing party is permitted to provide such prior notice to JDA pursuant
to the terms of the subpoena or other legal process, (vii) as to any such information that is or
becomes generally available to the public (other than as a result of prohibited disclosure by
either WFF or WFS or one of its affiliates), (viii) in connection with any proposed assignment or
participation of WFF’s interest in the Facility, provided that any such proposed assignee or
participant shall have agreed to receive such information subject to the terms of this clause (b),
and (ix) in connection with any litigation or other adverse proceeding involving parties to this
Commitment Letter; provided that prior to any disclosure to any party other than JDA, the
Company, the Lenders (as defined in the Term Sheet), their respective affiliates and their
respective counsel under this clause (ix) with respect to litigation involving a party other than
JDA, the Company, the Lenders, and their respective affiliates, the disclosing party agrees to
provide JDA with prior notice thereof.




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JDA Software Group, Inc.

November 4, 2009





(c) Anything to the contrary in this Commitment Letter notwithstanding, JDA agrees, on behalf of
itself and the Company, that (i) each of WFS and WFF shall have the right to provide information
concerning the Facility to loan syndication and reporting services, and (ii) that the Projections
(as defined below), the Marketing Materials and all other information provided by or on behalf of
you, the Company and your and its respective affiliates to WFS or WFF regarding you, the Company
and your and its respective affiliates, the Transaction and the other transactions contemplated
hereby in connection with the Facility may be disseminated by or on behalf of WFS or WFF to
prospective lenders and other persons, who have agreed to be bound by customary confidentiality
undertakings (including, “click-through” agreements), all in accordance with WFS’s or WFF’s
standard loan syndication practices (whether transmitted electronically by means of a website,
e-mail or otherwise, or made available orally or in writing, including at potential lender or other
meetings). You (and you will cause the Company to) hereby further authorize WFS and WFF to
download copies of JDA’s and the Company’s logos from their respective websites and post copies
thereof on Intralinks® or similar workspace and use the logos on any confidential
information memoranda, presentations and other Marketing Materials prepared in connection with the
syndication of the Facility.




Certain Fees



The parties agree that the Lender Break-Up Fee (as defined in the Fee Letter) provisions shall be
as set forth in the Fee Letter.




Information



In issuing this Commitment Letter, each of WFF and WFS are relying on the accuracy of the
information furnished to it by or on behalf of JDA or the Company and their respective affiliates,
without independent verification thereof. JDA represents to WFF and WFS that (a) all written
information (other than forward looking information and projections of future financial performance
and information of a general economic or industry-specific nature) concerning JDA and its
subsidiaries or to the best of JDA’s knowledge, after due inquiry, the Company and its subsidiaries
(the “Information”) that has been, or is hereafter, made available by or on behalf of JDA or the
Company or their respective affiliates is, or when delivered shall be, when considered as a whole,
complete and correct in all material respects and does not, or shall not when delivered, contain
any untrue statement of material fact or omit to state a material fact necessary in order to make
the statements contained therein not misleading in any material respect in light of the
circumstances under which such statements have been made, and (b) all forward looking information
and projections of future financial performance (“Projections”) that have been or are hereafter
made available by or on behalf of JDA or the Company or their respective affiliates are, or when
delivered shall be, prepared in good faith on the basis of information and assumptions that are
believed by JDA to be reasonable at the time such Projections were prepared (it being understood
and agreed that to the extent that any Projections are based on Information concerning the Company,
such Information shall be qualified by the provisions in clause (a) above); it being recognized by
WFF and WFS that projections of future events are not to be viewed as facts and actual results may
vary significantly from projected results.




Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities



You acknowledge that WFF, WFS or one or more of their respective affiliates may be providing debt
financing, equity capital or other services (including financial advisory services) to other
companies in respect of which you may have conflicting interests regarding the transactions
described herein or





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JDA Software Group, Inc.

November 4, 2009





otherwise.   You also acknowledge that neither WFF nor WFS have any obligation to use in connection
with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential
information obtained by it from other companies.



You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between
you, on the one hand, and WFF, on the other hand, or between any of you, on the one hand, and WFS,
on the other hand, is intended to be or has been created in respect of any of the transactions
contemplated by this Commitment Letter, irrespective of whether WFF and/or WFS or one or more of
their respective affiliates has advised or is advising you on other matters, (b) WFF, on the one
hand, and you, on the other hand, and WFS, on the one hand, and you, on the other hand, have an
arms-length business relationship that does not directly or indirectly give rise to, nor do you
rely on, any fiduciary duty on the part of WFF or WFS, (c) you are capable of evaluating and
understanding, and you understand and accept, the terms, risks and conditions of the transactions
contemplated by this Commitment Letter, (d) you have been advised that WFF, WFS or one or more of
their respective affiliates is engaged in a broad range of transactions that may involve interests
that differ from your interests and that neither WFF nor WFS has any obligation to disclose such
interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and
(e) you waive, to the fullest extent permitted by law, any claims you may have against WFF or WFS
for breach of fiduciary duty or alleged breach of fiduciary duty and agree that neither WFF nor WFS
shall have any liability (whether direct or indirect) to you in respect of such a fiduciary duty
claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including
your stockholders, employees or creditors.  For the avoidance of doubt, the provisions of this
paragraph apply only to the transactions contemplated by this Commitment Letter and the
relationships and duties created in connection with the transactions contemplated by this
Commitment Letter.



You further acknowledge that one or more of WFF’s and/or WFS’s affiliates is a full service
securities firm engaged in securities trading and brokerage activities as well as providing
investment banking and other financial services.  In the ordinary course of business, WFF, WFS or
one or more of their respective affiliates may provide investment banking and other financial
services to, and/or acquire, hold or sell, for their respective own accounts and the accounts of
customers, equity, debt and other securities and financial instruments (including bank loans and
other obligations) of, you and the Company and other companies with which you or the Company may
have commercial or other relationships.  With respect to any debt or other securities and/or
financial instruments so held by WFF, WFS or one or more of their respective affiliates or any of
their respective customers, all rights in respect of such securities and financial instruments,
including any voting rights, will be exercised by the holder of the rights, in its sole discretion.




Governing Law, Etc.



This Commitment Letter, the Term Sheet, and any claim or dispute concerning the subject matter
hereof or thereof shall be governed by, and construed in accordance with, the law of the State of
New York. Each of the parties hereto consents to the exclusive jurisdiction and venue of the
federal and/or state courts located in New York, New York. This Commitment Letter (together with
the exhibits and annexes hereto and the Term Sheet), and the Fee Letter set forth the entire
agreement between the parties with respect to the matters addressed herein, supersedes all prior
communications, written or oral, with respect hereto, and may not be amended, supplemented, or
modified except in a writing signed by the parties hereto. This Commitment Letter may be executed
in any number of counterparts, each of which, when so executed, shall be deemed to be an original
and all of which, taken together, shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Commitment Letter by





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JDA Software Group, Inc.

November 4, 2009




telecopier or other electronic transmission shall be equally effective as delivery of a manually
executed counterpart of this Commitment Letter. This Commitment Letter shall not be assignable by
you without the prior written consent of WFF and WFS (any purported assignment without such consent
shall be null and void), is intended to be solely for the benefit of the parties hereto, and is not
intended to confer any benefits upon, or create any rights in favor of, any person other than the
parties hereto and the Indemnified Persons. In the event that this Commitment Letter is terminated
or expires, the Expenses and Indemnification, Fees, Confidentiality, Certain Fees (including the
Fee Letter), Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities,
Governing Law, Etc., and Waiver of Jury Trial provisions hereof shall survive such termination or
expiration. Anything contained herein to the contrary notwithstanding, the obligations of JDA
under this Commitment Letter, other than the obligations of JDA under the paragraph captioned
“Syndication”, shall terminate at the time of the execution and delivery of the Loan Documents
relative to the Facility.




Waiver of Jury Trial



To the maximum extent permitted by applicable law, each party hereto irrevocably waives any and all
rights to a trial by jury in any action or proceeding (whether based on contract, tort, or
otherwise) arising out of or relating to this Commitment Letter or the Transaction contemplated
hereby or the actions of either WFF or WFS or any of its affiliates in the negotiation,
performance, or enforcement of this Commitment Letter.




Patriot Act



WFF and WFS hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III
of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), WFF and/or WFS may be
required to obtain, verify and record information that identifies the Loan Parties (as defined in
the Term Sheet), which information includes the name, address, tax identification number and other
information regarding the Loan Parties that will allow WFF and/or WFS to identify the Loan Parties
in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of
the PATRIOT Act. You agree to cause the Company to provide WFF and WFS, prior to the Escrow Funding
Date (as hereinafter defined), with all documentation and other information required by bank
regulatory authorities under “know your customer” and anti-money laundering rules and regulations,
including, without limitation, the PATRIOT Act.




*****



This Commitment Letter shall expire at 5 p.m. (New York time) on November 5, 2009, unless prior
thereto each of WFF and WFS has received a copy of this Commitment Letter and the Fee Letter signed
by JDA, together with the fees due on November 5, 2009 as set forth in the Fee Letter. In the
event that the Acquisition Funding Date does not occur on or before March 31, 2010, then WFF’s
commitment to provide the Facility shall automatically expire on such date. If you elect to
deliver your signed counterpart of this Commitment Letter by telecopier or other electronic
transmission, please arrange for the executed original to follow by next-day courier.




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	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Eric Baymiller
	 

	 	 	 	 
	 

	 	 	 	Name: Eric Baymiller
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO SECURITIES, LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Kempton Dunn III
	 

	 	 	 	 
	 

	 	Name:
	 	Kempton Dunn III
	 

	 	Title:
	 	Director






	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO	 	 
	this
5th day of November, 2009	 	 
	 
	 	 	 	 	 	 
	JDA SOFTWARE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Peter Hathaway	 	 
	 	 	 	 	 
	 

	 	Name:	 	Peter Hathaway	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Chief Financial Officer	 	 
	 

	 	 	 	 	 	 






			
	cc:	 	Steven V. Macko, Managing Director, Wells Fargo Foothill, LLC

Jim Zilisch, Managing Director, Wells Fargo Securities, LLC

Thomas E. Lane, National Underwriting Manager/Senior Vice President, Wells Fargo Foothill, LLC

Andrea E. Bernard, Vice President, Underwriter, Wells Fargo Foothill, LLC





[Signature Page to Commitment Letter]




 









 





JDA Software Group, Inc.

November 4, 2009







ANNEX A




Syndication Provisions



While WFF has provided a commitment for the entire amount of the Facility, subject to the terms and
conditions of this Commitment Letter and the Term Sheet, the Joint Lead Arrangers intend, and
reserve the right, to syndicate the Facility to lenders identified by Joint Lead Arrangers in
consultation with you; provided, however, that any assignment made prior to the
Escrow Funding Date shall not relieve WFF of its obligations hereunder to the extent that an
assignee breaches its obligation to fund its ratable share of the Term Loan on the Escrow Funding
Date (provided that WFF shall not have any obligation with respect to any breach by an assignee
that occurs after the Escrow Funding Date).



JDA agrees to include a covenant in the definitive acquisition agreement for the Acquisition in
which the Company agrees to cooperate in such syndication process and assist the Joint Lead
Arrangers in forming a syndicate acceptable to them.



On or prior to December 2, 2009, JDA shall notify WFF in writing whether (or not) JDA has made the
Financing Election pursuant to Section 5.15 of the Acquisition Agreement (the “Financing
Election”).



If JDA notifies WFF that JDA has not made the Financing Election, the commencement of the
syndication shall begin on the date (such date, the “Syndication Commencement Date”) that is the
earlier of (a) the date that the Joint Lead Arrangers have received such notice; and (b) December
2, 2009; provided, however, that it is a condition to WFF’s commitments hereunder
that Joint Lead Arrangers shall have a period (commencing on the date after delivery of the final
Marketing Materials and the hosting of the Lender Meeting) of not less than 15 consecutive business
days prior to the Escrow Funding Date to seek to syndicate the Facility (it being understood and
agreed that a Successful Syndication is not a condition to WFF’s commitments hereunder);
provided further, however, that, JDA shall have no obligation to assist in
preparing the Marketing Materials until on and after the date that is December 10, 2009 so long as
the Escrow Funding Date does not occur on or before the date that 10 consecutive business days
after the preparation of such Marketing Materials.



If JDA notifies WFF on or prior to December 2, 2009 that JDA has made the Financing Election or if
JDA fails to provide any notice relative to the Financing Election prior to December 2, 2009 or
otherwise, JDA understands and agrees that it is a condition to WFF’s commitments hereunder that
Joint Lead Arrangers shall have a period (commencing on the date after delivery of the final
Marketing Materials and the hosting of the Lender Meeting) of not less than 20 consecutive business
days prior to the Escrow Funding Date to seek to syndicate the Facility (it being understood and
agreed that a Successful Syndication is not a condition to WFF’s commitments hereunder).



JDA agrees to (a) cooperate in the syndication process and to assist the Joint Lead Arrangers in
forming a syndicate acceptable to them; and (b) prior to the consummation of the Acquisition, to
use its commercially reasonable efforts to cause the Company to cooperate in such syndication
process and assist the Joint Lead Arrangers in forming a syndicate acceptable to them. After the
consummation of the Acquisition, JDA shall cause the Company to cooperate in such syndication
process and to assist the Joint Lead Arrangers in forming a syndicate acceptable to them.



The assistance of JDA and Company shall include but will not be limited to:




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JDA Software Group, Inc.

November 4, 2009







	(a)	 	(i) prior to the consummation of the Acquisition, making senior management and
representatives of JDA and use commercially reasonable efforts to make the Company available
to participate in meetings and to provide information to prospective lenders at such times and
places as either Joint Lead Arranger may reasonably request; and (ii) after the consummation
of the Acquisition, making senior management and representatives of JDA and the Company
available to participate in meetings and to provide information to prospective lenders at such
times and places as either Joint Lead Arranger may reasonably request;






	(b)	 	using commercially reasonable efforts to cause the Joint Lead Arrangers’ syndication efforts
to benefit from the existing lending relationships of JDA or the Company,






	(c)	 	on and after December 10, 2009, (i) prior to the consummation of the Acquisition, arranging
for direct contact between senior management and other representatives and advisors of JDA and
the prospective lenders and using commercially reasonable efforts to arrange for direct
contact between senior management and other representatives and advisors of the Company and
the prospective lenders; and (ii) after the consummation of the Acquisition, arranging for
direct contact between senior management and other representatives and advisors of JDA, the
Company, and the prospective lenders,






	(d)	 	on and after December 10, 2009, (i) prior to the consummation of the Acquisition, assisting,
and using commercially reasonable efforts to cause the Company to assist, in the preparation
of the Marketing Materials (as defined below); and (ii) after the consummation of the
Acquisition, assisting and causing the Company to assist, in the preparation of the Marketing
Materials (as defined below);






	(e)	 	on and after December 10, 2009, (i) at your expense, hosting, with the Joint Lead Arrangers,
one or more meetings of prospective lenders, and, in connection with any such lender meeting
(a “Lender Meeting”), consulting with the Joint Lead Arrangers with respect to the
presentations to be made at any such Lender Meeting, and (ii) prior to the consummation of the
Acquisition, making available appropriate officers and other representatives of JDA and using
commercially reasonable efforts to make available appropriate officers and other
representatives of the Company, and rehearsing such presentations prior to such Lender
Meetings, as reasonably requested by either Joint Lender; and (iii) after the consummation of
the Acquisition, making available appropriate officers and other representatives of JDA and
the Company, and rehearsing such presentations prior to such Lender Meetings, as reasonably
requested by either Joint Lender; and






	(f)	 	at your expense, working with the Joint Lead Arrangers to obtain a corporate family rating
for Borrowers and ratings for the Facility from Moody’s Investors Service, Inc. (“Moody’s”)
and a corporate credit rating for Borrowers and ratings for the Facility from Standard &
Poor’s Ratings Group (“S&P”) prior to the commencement of the syndication of the Facility (all
such ratings, collectively, the “Ratings”).




To assist the Joint Lead Arrangers in their syndication efforts, you agree (and you agree, prior to
the consummation of the Acquisition, to use commercially reasonable efforts to cause the Company,
and after the consummation of the Acquisition, to cause the Company) to promptly prepare and
provide to the Joint Lead Arrangers such information with respect to JDA and the Company, and the
Transaction as either Joint Lead Arranger may reasonably request, including, without limitation,
(a) financial information and the Projections with respect to JDA and the Company and their
respective subsidiaries, (b) a confidential




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JDA Software Group, Inc.

November 4, 2009






information memorandum that includes information with respect to JDA, the Company, and the
Transaction as either Joint Lead Arranger may reasonably request, including the Projections
relative to JDA and the Company and their respective subsidiaries, all in form and substance
reasonably satisfactory to Joint Lead Arrangers (the “Marketing Materials”), and (c) a version of
the Marketing Materials (the “Public Information Materials”) that does not contain Projections or
other material non-public information concerning JDA, the Company, their respective affiliates or
either of their respective securities for purposes of the United States federal and state
securities laws (“Material Non-Public Information”). You hereby represent and warrant that, (i)
all information included in the Marketing Materials (other than Projections) that has been or is
hereafter made available to either Joint Lead Arranger by or behalf of you, the Company (at your
request), or any of your or its representatives is or will be, when furnished, complete and correct
in all material respects and does not or will not, when furnished, contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements
contained therein not misleading in the light of the circumstances under which such statements are
made, and (ii) the Projections concerning JDA and the Company and their respective subsidiaries
that have been or will be made available to either Joint Lead Arranger by or on behalf of you, the
Company (at your request) or any of your or its representatives have been or will be prepared in
good faith based upon reasonable assumptions. You understand that in arranging and syndicating the
Facility, the Joint Lead Arrangers may use and rely on the Marketing Materials without independent
verification thereof and that you will promptly notify the Joint Lead Arrangers of any changes in
circumstances that could be expected to call into question the continued reasonableness of any
assumption underlying the Projections concerning JDA and the Company and their respective
subsidiaries. On the reasonable request of either Joint Lead Arranger, you further agree to update
the Marketing Materials as necessary during the syndication process so as to cause the foregoing
representations and warranties to continue to be true and correct.



Before distribution of any Marketing Materials (a) to prospective lenders that do not wish to
receive Material Non-Public Information concerning JDA, the Company, their respective affiliates or
either of their respective securities (such lenders, “Public Lenders”, all other lenders, “Private
Lenders”), you agree (and prior to the consummation of the Acquisition, you agree to use
commercially reasonable efforts to cause the Company, and after the consummation of the
Acquisition, you agree to cause the Company) to provide the Joint Lead Arrangers with a customary
letter authorizing the dissemination of the Public Information Materials and confirming the absence
of Material Non-Public Information therein and (b) to prospective Private Lenders, you agree (and
you agree to cause the Company) to provide the Joint Lead Arrangers with a customary letter
authorizing the dissemination of those materials. In addition, at the request of either Joint Lead
Arranger, you and the Company will identify Public Information Materials by clearly and
conspicuously marking the same as “PUBLIC.” You agree (and you agree to cause the Company to
agree) that either Joint Lead Arranger may distribute the following documents to all prospective
lenders, unless you advise us in writing (including by email) within a reasonable time prior to
their intended distributions that such material should only be distributed to prospective Private
Lenders: (i) administrative materials for prospective lenders such as lender meeting invitations
and funding and closing memoranda, and (ii) other materials intended for prospective lenders after
the initial distribution of the Marketing Materials, including drafts and final versions of the
definitive documentation for the Facility. If you advise us that any of the foregoing items should
be distributed only to Private Lenders, then each Joint Lead Arranger agrees not to distribute such
materials to Public Lenders without your prior written consent (including by email).




-4-









 






JDA Software Group, Inc.

November 4, 2009





To ensure an orderly and effective syndication of the Facility you agree that from and after
December 18, 2009, until the earlier of the completion of a Successful Syndication (as defined in
the Fee Letter) and 90 days following the Acquisition Funding Date, you will not, and will not
permit any of your affiliates to, and will cause the Company not to, syndicate or issue, attempt to
syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or
engage in discussions concerning the syndication or issuance of, any debt facility, or debt or
preferred equity security of the Company, or any of its subsidiaries (other than the syndication of
the Facility as contemplated hereby), including any renewals or refinancings of any existing debt
facility, without the prior written consent of each Joint Lead Arranger.




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JDA Software Group, Inc.

November 4, 2009





ANNEX B




Indemnification Provisions



Capitalized terms used herein shall have the meanings ascribed to them in the commitment letter,
dated November 4, 2009 (the “Commitment Letter”) addressed to JDA Software Group, Inc. (the
“Indemnifying Party”) from Wells Fargo Foothill, LLC (“WFF”) and Wells Fargo Securities, LLC
(“WFS”).



To the fullest extent permitted by applicable law, the Indemnifying Party agrees that it will
indemnify, defend, and hold harmless each of the Indemnified Persons (as defined in the Commitment
Letter) from and against (i) any and all losses, claims, damages, obligations, penalties,
judgments, awards, liabilities, costs, expenses and disbursements, (ii) any and all actions, suits,
proceedings and investigations in respect thereof, and (iii) any and all reasonable legal or other
costs, expenses or disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and
when incurred, of investigating, preparing or defending any such action, proceeding or
investigation (whether or not in connection with litigation in which any of the Indemnified Persons
is a party) and including, without limitation, any and all losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses and disbursements, resulting from any
act or omission of any of the Indemnified Persons), directly or indirectly, caused by, relating to,
based upon, arising out of or in connection with (a) the Transaction, (b) the Commitment Letter or
the Facility, or (c) any untrue statement or alleged untrue statement of a material fact contained
in, or omissions or alleged omissions in, information furnished by Indemnifying Party or the
Company, or any of their subsidiaries or affiliates, or any other person in connection with the
Transaction or the Commitment Letter; provided, however, such indemnity agreement
shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment,
award, liability, cost, expense or disbursement of an Indemnified Person to the extent it is found
in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have
resulted primarily and directly from the gross negligence, bad faith or willful misconduct of such
Indemnified Person.



These Indemnification Provisions shall be in addition to any liability which the Indemnifying Party
may have to the Indemnified Persons.



If any action, suit, proceeding or investigation is commenced, as to which any of the Indemnified
Persons proposes to demand indemnification, it shall notify the Indemnifying Party with reasonable
promptness; provided, however, that any failure by any of the Indemnified Persons
to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations
hereunder. In connection with any such action, suit, proceeding or investigation to which a WFF
Indemnified Person is a party, WFF, on behalf of the WFF Indemnified Persons, shall have the right
to retain counsel of its choice to represent the WFF Indemnified Persons, and each Indemnifying
Party shall pay the fees, expenses, and disbursement of such counsel, and such counsel shall, to
the extent consistent with its professional responsibilities, cooperate with each Indemnifying
Party and any counsel designated by such Indemnifying Party. In connection with any such action,
suit, proceeding or investigation to which a WFS Indemnified Person is a party, WFS, on behalf of
the WFS Indemnified Persons, shall have the right to retain counsel of its choice to represent the
WFS Indemnified Persons, and each Indemnifying Party shall pay the fees, expenses, and disbursement
of such counsel, and such counsel shall, to the extent consistent with its professional
responsibilities, cooperate with each Indemnifying Party and any counsel designated by such
Indemnifying Party. The Indemnifying Party shall be liable for any settlement of any claim against
any of





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JDA Software Group, Inc.

November 4, 2009





the Indemnified Persons made with its written consent, which consent shall not be unreasonably
withheld. Without the prior written consent of WFF, no Indemnifying Party shall settle or
compromise any claim of any WFF Indemnified Person, permit a default or consent to the entry of any
judgment in respect thereof. Without the prior written consent of WFS, no Indemnifying Party shall
settle or compromise any claim of any WFS Indemnified Person, permit a default or consent to the
entry of any judgment in respect thereof.



In order to provide for just and equitable contribution, if a claim for indemnification pursuant to
these Indemnification Provisions is made but is found by a judgment of a court of competent
jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such
case, even though the express provisions hereof provide for indemnification in such case, then the
Indemnifying Party, on the one hand, and the Indemnified Persons, on the other hand, shall
contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses and disbursements to which the Indemnified Persons may be subject in accordance
with the relative benefits received by the Indemnifying Party, on the one hand, and the Indemnified
Persons, on the other hand, and also the relative fault of the Indemnifying Party, on the one hand,
and the Indemnified Persons collectively and in the aggregate, on the other hand, in connection
with the statements, acts or omissions which resulted in such losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant
equitable considerations shall also be considered. No person found liable for a fraudulent
misrepresentation shall be entitled to contribution from any other person who is not also found
liable for such fraudulent misrepresentation. Notwithstanding the foregoing, none of the
Indemnified Persons shall be obligated to contribute any amount hereunder that exceeds the amount
of fees previously received by such Indemnified Person pursuant to the Commitment Letter.



Neither expiration nor termination of WFF’s commitments under the Commitment Letter or funding or
repayment of the loans under the Facility shall affect these Indemnification Provisions which shall
remain operative and continue in full force and effect.




-7-









 






COMMITMENT LETTER

TERM SHEET



TERM SHEET 



This Term Sheet is part of the commitment letter, dated November 4, 2009 (the “Commitment Letter”),
addressed to JDA Software Group, Inc. (“JDA”) by Wells Fargo Foothill, LLC (“WFF”) and Wells Fargo
Securities, LLC (“WFS”) and is subject to the terms and conditions of the Commitment Letter.
Capitalized terms used herein and the accompanying Annexes shall have the meanings set forth in the
Commitment Letter unless otherwise defined herein.




	 	 	 
	Borrowers:

	 	(a) JDA and each of its domestic subsidiaries as are
acceptable to WFF (individually and collectively,
jointly and severally, the “JDA Borrowers”); and

	 
	 	 
	 

	 	
(b) from and after the Acquisition Funding Date, the
entity created by the merger of i2 with and into
Merger Sub, with i2 as the surviving entity, and the
merger of i2 with and into Merger LLC, with Merger LLC
as the surviving entity; and of their respective
domestic subsidiaries as are acceptable to WFF
(individually and collectively, jointly and severally,
the “i2 Borrowers”; and together with the JDA
Borrowers, individually and collectively, jointly and
severally, the “Borrowers”).
	 
	 	 
	Guarantors:

	 	All of JDA’s present and future subsidiaries that are
not Borrowers (such Guarantors, the “JDA Guarantors”)
and from and after the Acquisition Funding Date, all
of i2’s present and future subsidiaries that are not
Borrowers (such Guarantors, the “i2 Guarantors”; and
together with the JDA Guarantors, individually and
collectively, jointly and severally the “Guarantors”;
and together with the Borrowers, individually and
collectively, jointly and severally, the “Loan
Parties”); provided, that (a) subsidiaries that are
controlled foreign corporations (each a “CFC”) will
not be required to be Guarantors; and (b) Immaterial
Subsidiaries (such definition to be agreed upon by
Agent and the Borrower) will not be required to be
Guarantors.
	 
	 	 
	 

	 	The JDA Borrowers together with the JDA Guarantors
shall be referred to herein as the “JDA Loan Parties”.
	 
	 	 
	 

	 	The i2 Borrowers together with the i2 Guarantors shall
be referred to herein as the “i2 Loan Parties”.
	 
	 	 
	Joint Lead Arrangers and Joint Lead
Bookrunners:

	 	WFS and WFF will act as joint lead arrangers and joint
lead bookrunners (in such capacity, each a “Joint Lead
Arranger” and collectively, the “Joint Lead
Arrangers”).
	 
	 	 
	Lenders and Agent:

	 	WFF and such other lenders (the “Lenders”) as Joint
Lead Arrangers elect to include within the syndicate
subject to the consent of the Borrowers, such consent
not to be unreasonably withheld or delayed and not to
be required (a) if an event of default has occurred
and is continuing, (b) during the period from the
Escrow Funding Date until the earlier of (i) the
completion of a Successful Syndication (as defined in
the Fee
















 





JDA Software Group, Inc.

November 4, 2009





	 	 	 
	 

	 	Letter) and (ii) 90 days following the
Acquisition Funding Date, and (c) if the assignment is
to a Lender, an affiliate of a Lender or a Related
Fund (as such term shall be defined in the Loan
Documents). WFF shall be the sole agent for the
Lenders (in such capacity, “Agent”).
	 
	 	 
	Facility:

	 	A senior secured credit facility (the “Facility”) in a
maximum credit amount (“Maximum Credit Amount”) of
$140,000,000. Under the Facility, Lenders will provide
the Borrowers with a revolving credit facility (the
“Revolver”) and a term loan (the “Term Loan”).
	 
	 	 
	Revolver:

	 	Advances under the Revolver (“Advances”) will be
available up to a maximum amount outstanding at any
one time of $20,000,000 (the “Maximum Revolver
Amount”). The Revolver shall be unfunded on the
Escrow Funding Date, during the Escrow Period, and on
the Acquisition Funding Date.
	 
	 	 
	Letter of Credit Subfacility:

	 	Under the Revolver, Borrowers will be entitled to
request that Agent issue or to cause Wells Fargo Bank,
N.A. (“WFB”), as Agent’s agent, to issue letters of
credit (each, a “Letter of Credit”) in an aggregate
amount not to exceed $10,000,000 at any one time
outstanding. The aggregate amount of outstanding
Letters of Credit will be reserved against the Maximum
Revolver Amount.
	 
	 	 
	Term Loan:

	 	On the Escrow Funding Date, the Lenders will provide
the Borrowers the Term Loan in an amount (the “Term
Loan Amount”) equal to the lesser of (a) $120,000,000;
and (b) 1.25 times the trailing 12 month pro forma
EBITDA of the Borrowers (“TTM Pro Forma EBITDA”) for
the 12 month period ended (i) if the Escrow Funding
Date occurs on or prior to November 14, 2009, June 30,
2009, (ii) if the Escrow Funding Date occurs after
November 15, 2009 but on or prior to February 14,
2010, September 30, 2009, and (iii) if the Escrow
Funding Date occurs on or after February 15, 2010,
December 31, 2009.
	 
	 	 
	 

	 	Commencing on June 30, 2010, the Term Loan will be
repayable, on a quarterly basis, by an amount equal to
5.00% of the original principal amount of the Term
Loan.
	 
	 	 
	 

	 	Any amount remaining unpaid shall be due and payable
in full on the Maturity Date (as defined below).
	 
	 	 
	Optional Prepayment:

	 	The Advances may be prepaid in whole or in part from
time to time without premium or penalty. The Revolver
commitments






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JDA Software Group, Inc.

November 4, 2009





	 	 	 
	 

	 	may be reduced from time to time.
	 
	 	 
	 

	 	The Term Loan or any portion thereof may be prepaid,
upon 10 business days prior written notice and in
minimum amounts to be mutually agreed. All such
optional prepayments of the Term Loan shall be applied
to the remaining principal installments as directed by
the Borrowers.
	 
	 	 
	 

	 	The Facility may be prepaid and the commitments
terminated in whole at any time upon 10 business days
prior written notice.






	 	 	 
	Mandatory Prepayments:

	 	The Facility will be required to be prepaid as follows:
	 
	 	 
	 

	 	(a) together with delivery of annual audited
financial statements, commencing with the fiscal year
ending December 31, 2010, (i) if Borrower’s total
leverage ratio is equal to or greater than 1.00:1.00
as of the last day of the immediately preceding fiscal
year, in an amount equal to 50% of the Borrowers’
consolidated excess cash flow (to be defined in a
manner mutually acceptable to the Loan Parties and
Agent) during such fiscal year; and (ii) if Borrower’s
total leverage ratio is less than 1.00:1.00 as of the
last day of such fiscal year, in an amount equal to 0%
of the Borrower’s consolidated excess cash flow during
such fiscal year;

	 
	 	 
	 

	 	(b) in an amount equal to 100% of the net cash
proceeds of asset dispositions (except for
dispositions resulting from casualty losses or
condemnations and subject to thresholds and exceptions
to the extent mutually agreed upon), provided that
such proceeds may be reinvested within a 180 day
period (or 270 days so long as the agreement that
requires such reinvestment is executed within a 180
day period) subject to customary reinvestment
provisions;

	 
	 	 
	 

	 	(c) in an amount equal to 100% of the net cash
proceeds of any debt issued by the Borrowers or their
subsidiaries (other than certain permitted debt and
other exceptions and thresholds to the extent mutually
agreed upon);

	 
	 	 
	 

	 	(d) in an amount equal to 50% of the net cash
proceeds of any equity issuance by the Borrowers or
their subsidiaries (other than equity issuances by the
Parent to management and other employees pursuant to
employee stock or option plans approved by the board
of directors of the Parent and certain other permitted
issuances to the extent mutually agreed between Agent
and Borrowers);







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JDA Software Group, Inc.

November 4, 2009





	 	 	 
	 

	 	(e) in an amount equal to 100% of the net cash
proceeds of casualty insurance and condemnation
receipts received by the Borrowers or their
subsidiaries; provided that such proceeds may be
reinvested within a 180 day period (or 270 days so
long as the agreement that requires such reinvestment
is executed within a 180 day period) subject to
customary reinvestment provisions and other thresholds
and exceptions to the extent mutually agreed upon;

	 
	 	 
	 

	 	(f) in amount equal to 100% of the net proceeds of
extraordinary receipts (the definition thereof, to be
mutually agreed upon), subject to thresholds and
exceptions to the extent mutually agreed upon; and

	 
	 	 
	 

	 	(g) as required by section (c)(iii) of the Escrow
Funding Conditions listed on Annex B-1.

	 
	 	 
	 

	 	All mandatory prepayments shall be applied first to
the remaining principal installments due under the
Term Loan on a pro rata basis, second to Advances
outstanding under the Revolver (and to the extent that
the proceeds are the net cash proceeds of asset
dispositions, with a corresponding permanent reduction
in the Maximum Revolver Amount), and third to cash
collateralize the Letters of Credit (and to the extent
that the proceeds are the net cash proceeds of asset
dispositions, with a corresponding permanent reduction
in the Maximum Revolver Amount).






	 	 	 
	Use of Proceeds:

	 	The Term Loan shall be used to finance a portion of
the consideration payable in connection with the
consummation of the Acquisition. The Revolving Loan
shall be used to finance general corporate purposes of
JDA and its subsidiaries and pay fees and expenses
associated with the Transaction.
	 
	 	 
	Fees:

	 	As set forth in the Fee Letter and Annex A-1.
	 
	 	 
	Interest Rates:

	 	As set forth in Annex A-1
	 
	 	 
	Term:

	 	The Facility shall mature on the date (such date, the
“Maturity Date”) that is the earliest of (a) the date
that is 3 years after the Escrow Funding Date; (b)
March 31, 2010, if the Acquisition has not consummated
on or before March 31, 2010; (c) the date that the
Acquisition Agreement terminates, if the Acquisition
has not consummated on or before March 31, 2010 (and
JDA agrees that it shall deliver notice of such
termination to the Escrow Agent and the Agent), (d)
the date that the Acquisition is consummated without
using the






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JDA Software Group, Inc.

November 4, 2009





	 	 	 
	 

	 	proceeds of the Term Loan to pay all or a
portion of the Cash Consideration (and JDA agrees that
it shall deliver notice of such funding to the Escrow
Agent and the Agent), and (e) the date that JDA incurs
the high yield financing as contemplated by the
Acquisition Agreement.
	 
	 	 
	Collateral:

	 	A first priority perfected security interest (a) in
substantially all of the Loan Parties’ now owned and
hereafter acquired property and assets and all
proceeds and products thereof, subject to permitted
liens (to be mutually agreeable to Agent and the
Borrowers), including notwithstanding anything in the
Commitment Letter or this Term Sheet to the contrary
and without limitation and without regard to whether
the owner thereof is a Loan Party, substantially all
of the intellectual property that is material to the
business of the Borrowers and/or their subsidiaries,
and (b) in 100% of the stock of (or other ownership
interests in) each of JDA’s subsidiaries (including
the Company) and all proceeds and products thereof;
provided that only 65% of the stock of (or other
ownership interests in) CFCs will be required to be
pledged.
	 
	 	 
	 

	 	The Collateral shall not include (A) leasehold
interests in real property, (B) any owned real
property with a fair market value of less than
$5,000,000 (provided, however, that JDA shall provide
a negative pledge with respect to JDA’s headquarters),
(C) motor vehicles, (D) margin stock, (E) deposit
accounts or securities accounts located in countries
outside the United States, (F) those assets as to
which prior to and on the Escrow Funding Date, the
Joint Lead Arrangers, or following the Escrow Funding
Date, the Agent, shall determine in their or its sole
discretion that the costs of obtaining a security
interest outweigh the benefits provided to the Lenders
of the security interest afforded thereby, or (G) any
rights or interest in any contract, lease, permit,
license, charter or license agreement covering real or
personal property of any Loan Party if under the terms
of such contract, lease, permit, license, charter or
license agreement, or applicable law with respect
thereto, the grant of a security interest or lien
therein is prohibited as a matter of law or under the
terms of such contract, lease, permit, license,
charter or license agreement and such prohibition has
not been waived or the consent of the other party to
such contract, lease, permit, license, charter or
license agreement has not been obtained (provided,
that, the exclusion set forth in this clause (G) shall
in no way be construed (I) to apply to the extent that
any described prohibition is unenforceable under
Section 9-406, 9-407, 9-408, or 9-409 of the Uniform
Commercial Code or other applicable law, (II) to apply
to the extent that any waiver or consent has been
obtained that would permit the security interest or
lien






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JDA Software Group, Inc.

November 4, 2009





	 	 	 
	 

	 	notwithstanding the prohibition, or (III) to
limit, impair, or otherwise affect Agent’s continuing
security interests in and liens upon any rights or
interests of any Loan Party in or to (1) monies due or
to become due under any described contract, lease,
permit, license, charter or license agreement
(including any Accounts), or (2) any proceeds from the
sale, license, lease, or other dispositions of any
such contract, lease, permit, license, charter, or
license agreement).
	 
	 	 
	Bank Products:

	 	The Agent will be afforded a reasonable opportunity to
establish and maintain the Loan Parties’ primary
depository and treasury management relationships with
WFB or one of its affiliates.
	 
	 	 
	Representations and Warranties:

	 	The credit agreement governing the Facility, will
contain the following representations and warranties
(which will be the only representations and
warranties) regarding the Loan Parties and their
subsidiaries (certain of which will be subject to
materiality thresholds, baskets and customary
exceptions and qualifications to be mutually agreed
upon) regarding: due organization and qualification;
subsidiaries; due authorization; no conflict;
governmental consents; binding obligations; perfected
liens; title to assets; no encumbrances; jurisdiction
of organization; location of chief executive office;
organizational identification number; commercial tort
claims; litigation; compliance with laws; no material
adverse change; fraudulent transfer; employee
benefits; environmental condition; intellectual
property; leases; deposit accounts and securities
accounts; complete disclosure; material contracts;
Patriot Act and OFAC; indebtedness; liens, payment of
taxes; margin stock; governmental regulation; and
acquisition documents.
	 
	 	 
	Affirmative Covenants:

	 	The credit agreement governing the Facility will
contain the following affirmative covenants (which
will be the only affirmative covenants and certain of
which will be subject to materiality thresholds,
baskets and customary exceptions and qualifications to
be mutually agreed upon) which will be applicable to
the Loan Parties and their subsidiaries regarding: financial statements, reports, and certificates;
collateral reporting; existence; maintenance of
properties; taxes; insurance; inspection; compliance
with laws; environmental; disclosure updates;
formation of subsidiaries; further assurances; lender
meetings; material contracts; employee benefits and
location of inventory and equipment; registration of
intellectual property (on a post-close basis);
protection of intellectual property, preservation and
maintenance of intellectual property; management
letters; employee benefits; the filing or registration
of any documents as required to provide Agent with a
first priority, perfected security interest






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JDA Software Group, Inc.

November 4, 2009





	 	 	 
	 

	 	in the
Collateral; and within 5 business days of the
Acquisition Funding Date, Agent shall have received
evidence reasonably satisfactory to Agent that, except
for any patents, trademarks, copyrights, and
other proprietary rights (collectively, the “i2
Intellectual Property”) licensed from any third party
to any i2 Loan Parties, the i2 Loan Parties
exclusively own all i2 Intellectual Property (i)
included in or related to any of the software licensed
or made available by i2 or its subsidiaries to any of
their respective customers, or (ii) material to the
business of i2 or any of its subsidiaries; and within
a reasonable period of time after the Escrow Funding
Date (for the JDA Loan Parties) and the Acquisition
Funding Date (for the i2 Loan Parties) (such period of
time to be mutually agreeable), each of the following: (i) control agreements, (ii) landlord waivers for
headquarters location only, and (iii) mortgages
(provided, however, that JDA shall provide a negative
pledge with respect to JDA’s headquarters).
	 
	 	 
	Negative Covenants:

	 	The credit agreement governing the Facility will
contain the following negative covenants (which will
be the only negative covenants and certain of which
will be subject to materiality thresholds, baskets and
customary exceptions and qualifications to be mutually
agreed upon) which will be applicable to the Loan
Parties and their subsidiaries regarding: limitations
on: indebtedness (including prohibited preferred
stock); liens; fundamental changes; disposal of
assets; change of name; nature of business;
prepayments and amendments; change of control;
distributions; accounting methods; billing practices;
amendments to material contracts; investments (other
than after the Acquisition Funding Date, permitted
acquisitions subject to terms and conditions to be
agreed upon (“Permitted Acquisitions”)); transactions
with affiliates; payments to affiliates (other than
for accounts receivables incurred in the ordinary
course of business); and use of proceeds.
	 
	 	 
	Financial Covenants:

	 	Commencing with the period ending March 31, 2010
(which shall be tested on May 15, 2010), the Borrowers
and their subsidiaries, on a consolidated basis, shall
be required to maintain (a) a minimum Fixed Charge
Coverage Ratio (as defined on Annex A-3), and (b) a
maximum Total Leverage Ratio (as defined on Annex
A-3), in each case, in accordance with the ratios set
forth on Annex A-3.
	 
	 	 
	 

	 	The parties hereto agree that EBITDA of JDA and i2, on
a consolidated basis, for the trailing 4 quarter
period ended September 30, 2009 shall be deemed to be
$158,800,000.






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JDA Software Group, Inc.

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	Events of Default:

	 	The following events of default (which will be the
only events of default) will be contained in the
credit agreement governing the Facility and will be
applicable to the Loan Parties and their subsidiaries
(and certain of which will be subject to materiality
thresholds, exceptions and grace or cure periods to be
mutually agreed upon): non-payment of obligations;
non-performance of covenants and obligations; material
judgments; bankruptcy or insolvency; any restrainment
against the conduct of all or a material portion of
business affairs; default on other material debt
(including hedging agreements); breach of any
representation or warranty; limitation or termination
of any guarantee with respect to the Facility;
impairment of security; employee benefits; and actual
or asserted invalidity or unenforceability of any
Facility documentation or liens securing obligations
under the Facility documentation.
	 
	 	 
	Defaulting Lender Provisions, Yield
Protection and Increased Costs:

	 	Customary for facilities of this type, including,
without limitation, in respect of breakage or
redeployment costs incurred in connection with
prepayments, cash collateralization for Letters of
Credit or swingline loans in the event any lender
under the Revolver becomes a Defaulting Lender (as
such term shall be defined in the Loan Documents),
changes in capital adequacy and capital requirements
or their interpretation, illegality, unavailability,
reserves without proration or offset and payments free
and clear of withholding or other taxes.
	 
	 	 
	 

	 	The Borrowers shall have customary rights to remove a
Lender (a) for availing itself of yield maintenance
and tax gross up provisions, (b) for being a
Defaulting Lender (as such term shall be defined in
the Loan Documents), and (c) for being a
non-consenting Lender in a scenario where only the
consent of the Required Lenders has been obtained but
unanimous Lender consent is required.
	 
	 	 
	Conditions Precedent to Closing:

	 	The conditions precedent set forth on Annex B-1.
	 
	 	 
	Assignments:

	 	(a)  Revolver: Subject to the consents described
below (which consents will not be unreasonably
withheld or delayed), each Lender will be permitted to
make assignments to other prospective lenders in
respect of the Revolver in a minimum amount equal to
$5,000,000.

	 
	 	 
	 

	 	(b)  Term Loan: Subject to the consents described
below (which consents will not be unreasonably
withheld or delayed), each Lender will be permitted to
make assignments to other prospective lenders in
respect of the Term Loan in a minimum amount equal to
$5,000,000.







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JDA Software Group, Inc.

November 4, 2009





	 	 	 
	 

	 	(c)  Consents: The consent of Borrowers will be
required for any assignment, such consent not to be
unreasonably withheld or delayed and not to be
required (i) if an event of default has occurred and
is continuing, (ii) during the period from the Escrow
Funding Date until the earlier of (A) the completion
of a Successful Syndication (as defined in the Fee
Letter) and (B) 90 days following the Acquisition
Funding Date, and (iii) if the assignment is to a
Lender, an affiliate of a Lender or a Related Fund (as
such term shall be defined in the Loan Documents)
(other than assignments in respect of the Revolver to
a Lender who only holds a portion of the Term Loan).
The consent of the Agent will be required for any
assignment (A) in respect of the Revolver or an
unfunded commitment in respect of the Term Loan, to an
entity that is not a Lender with a commitment in
respect of the applicable Facility, an affiliate of
such Lender or a Related Fund, and (B) in respect of
the Term Loan, to an entity that is not a Lender, an
affiliate of a Lender or a Related Fund.
Participations will be permitted without the consent
of the Borrowers or the Agent.

	 
	 	 
	 

	 	(d)  No Assignment or Participation to Certain Persons.
No assignment or participation may be made to natural
persons or Borrowers or any of their respective
affiliates or subsidiaries.

	 
	 	 
	Required Lenders:

	 	The Lenders who hold at least 50.1% of the sum of (i)
the Revolver commitment, or if the Revolver commitment
has been terminated or reduced to zero, the then
extant Revolver Usage (as hereinafter defined), and
(ii) the outstanding principal amount of the Term
Loan; provided, however, that at any time there are 2
or more Lenders, “Required Lenders” must include at
least 2 Lenders.
	 
	 	 
	 

	 	“Revolver Usage” means, as of any date of
determination, the sum of (1) the amount of
outstanding Advances, plus (2) the aggregate undrawn
amount of all outstanding Letters of Credit.
	 
	 	 
	Governing Law and Forum:

	 	State of New York
	 
	 	 
	Counsel to Agent:

	 	Paul, Hastings, Janofsky & Walker LLP






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JDA Software Group, Inc.

November 4, 2009





Annex A-1




Interest Rates and Fees




	 	 	 
	Interest Rate Options

	 	Borrowers may elect that the loans bear interest at a rate per annum equal to:
	 
	 	 
	 

	 	(i) the
Base Rate plus 3.25%; or
	 
	 	 
	 

	 	(ii) the
LIBOR Rate plus 4.25%.
	 
	 	 
	 

	 	As used herein:
	 
	 	 
	 

	 	The “Base Rate” means the greatest of (a) the prime
lending rate as announced from time to time by WFB, (b)
the Federal Funds Rate plus 1/2% (c) 3.00% per annum, and
(d) the three month LIBOR Rate (which rate shall be
determined on a daily basis), plus 1%. The “LIBOR Rate”
means the greater of (a) the rate per annum, determined
by Agent in accordance with its customary procedures,
and utilizing such electronic or other quotation
sources as it considers appropriate, to be the rate at
which Dollar deposits (for delivery on the first day of
the requested interest period) are offered to major
banks in the London interbank market 2 Business Days
prior to the commencement of the requested interest
period adjusted by the reserve percentage prescribed by
governmental authorities as determined by Agent, and
(b) 2.00% per annum. The LIBOR Rate shall be available
for interest periods of 1, 2, or 3 months.
	 
	 	 
	Interest Payment Dates

	 	In the case of loans bearing interest based upon the Base Rate (“Base
Rate Loans”), monthly in arrears.
	 
	 	 
	 

	 	In the case of Loans bearing interest based upon the
LIBOR Rate (“LIBOR Rate Loans”), on the last day of
each relevant interest period.
	 
	 	 
	Letter of Credit Fees

	 	An amount equal to the LIBOR Margin per annum times the amount of each
Letter of Credit, payable in cash monthly in arrears, plus customary charges
imposed by the letter of credit issuing bank; provided however, that if
the Default Rate is in effect, the Letter of Credit Fee shall be increased by an
additional 2.0% per annum.
	 
	 	 
	Default Rate

	 	At any time when event of default has occurred and is continuing and upon written
election of Required Lenders all amounts owing under the Facility shall bear interest at






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JDA Software Group, Inc.

November 4, 2009





	 	 	 
	 

	 	2.0% per annum above the interest rate otherwise
applicable thereto.
	 
	 	 
	Rate and Fee Basis

	 	All per annum rates shall be calculated on the basis of a year of 360
days and the actual number of days elapsed.
	 
	 	 
	Fees

	 	Certain fees shall be as agreed to by the parties in the Fee Letter.
	 
	 	 
	Unused Revolver Fee

	 	A fee in an amount equal to 0.75% per annum times the unused portion of
the Revolver shall be due and payable monthly in arrears.
	 
	 	 
	Valuation 

Fees

	 	Borrowers will be required to pay the actual charges paid or incurred by Agent if
it elects to employ the services of one or more third persons to perform
business/recurring revenue valuations of Borrowers and their Subsidiaries;
provided, however, that so long as no event of default shall have
occurred and be continuing, Borrowers shall not be obligated to reimburse for more than 1
business/recurring revenue valuation during any calendar year. Agent shall provide
Borrowers with a copy of the report for any such valuation upon request by Borrowers so
long as, (a) such report exists, (b) the third persons employed by Agent to perform such
valuation provide their consent to such delivery, and (c) Borrowers execute and deliver
to Agent a non-reliance letter reasonably satisfactory to Agent.






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JDA Software Group, Inc.

November 4, 2009





Annex B-1




Escrow Funding Conditions:




     The availability of the Term Loan Amount on the Escrow Funding Date is subject to the
satisfaction of each of the following conditions precedent (such conditions, collectively, the
“Escrow Funding Conditions”):



          (a) [intentionally omitted];




          (b) JDA shall not have made the Financing Election pursuant to Section 5.15 of the Acquisition
Agreement;




          (c) The escrow agreement (the “Escrow Agreement”) must be in form and substance reasonably
satisfactory to Agent, and, in any event, shall include the following terms:




               (i) The Escrow Fund shall be in existence from and after the Escrow Funding Date through the
date that is the earliest of (a) March 31, 2010, if the Acquisition has not consummated on or
before March 31, 2010; (b) the date that the Acquisition Agreement terminates, if the Acquisition
has not consummated on or before March 31, 2010 (and JDA agrees that it shall deliver notice of
such termination to the Escrow Agent and the Agent), (c) the date that the Acquisition is
consummated without using the proceeds of the Term Loan to pay all or a portion of the Cash
Consideration (and JDA agrees that it shall deliver notice of such funding to the Escrow Agent and
the Agent); and (d) the date that JDA incurs the high yield financing as contemplated by the
Acquisition Agreement (such period of time, the “Escrow Period”);



               (ii) If, on or before March 31, 2010, the Acquisition Funding Conditions (as defined below)
have been satisfied (the date of such satisfaction, the “Acquisition Funding Date”), the Escrow
Agreement shall authorize and obligate the Escrow Agent to transfer the Escrow Proceeds to the
Exchange Agent (as defined in the Acquisition Agreement) to be used by the Exchange Agent, together
with the Additional Purchase Price Proceeds (as defined below) to pay the remaining portion of the
cash portion of the purchase price necessary to consummate the Acquisition (the “Cash
Consideration”) (it being understood and agreed that such payment shall be made to the Exchange
Agent for the administrative convenience of the parties and that the legal effect thereof is the
same as if JDA contributed the Escrow Proceeds to Merger Sub to consummate the Acquisition);



               (iii) If on March 31, 2010, one or more of the Acquisition Funding Conditions have not been
satisfied, the Escrow Agreement shall authorize and obligate the Escrow Agent to transfer the
Escrow Proceeds to Agent’s account referenced on Annex B-3 hereto on April 1, 2010. If the
Acquisition Agreement is terminated, the Escrow Agreement shall authorize and obligate the Escrow
Agent to transfer the Escrow Proceeds to Agent’s account referenced on Annex B-3 hereto on the date
that the Acquisition Agreement is terminated. If the Acquisition is consummated without using the
proceeds of the Term Loan to pay all or a portion of the Cash Consideration, the Escrow Agreement
shall authorize and obligate the Escrow Agent to transfer the Escrow Proceeds to Agent’s account
referenced on Annex B-3 hereto on the date that the Acquisition is so consummated. If JDA incurs
the high yield financing as contemplated by the Acquisition Agreement, the Escrow Agreement shall
authorize and obligate the Escrow Agent to transfer the Escrow Proceeds to Agent’s account
referenced on Annex B-3 hereto on the date that the Acquisition is so consummated. Upon receipt by
Agent of the Escrow Proceeds in accordance with this clause (iii), the Escrow Proceeds shall be
applied by Agent to prepay the Term Loan (it being understood that if the amount of the Escrow
Proceeds are not sufficient to prepay in



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JDA Software Group, Inc.

November 4, 2009





full the Term Loan, JDA shall be obligated to prepay the remaining balance of the Term Loan,
together with any and all other obligations (including, without limitation, interest, fees, and
expenses);



               (iv) The Escrow Agent shall have no obligation to make any determination relative to whether
(or not) any of the conditions precedent in the Commitment Letter have been satisfied; and



               (v) Other customary escrow terms required by the Escrow Agent and such terms necessary to
implement the Escrow Agent’s obligations under the Escrow Agreement (it being understood that the
Escrow Agreement shall not contain any Escrow Funding Conditions or Acquisition Funding Conditions
that are not listed herein).



          (d) Agent shall have a first priority, perfected security interest in JDA’s rights under the
Escrow Agreement and in and to the Escrow Fund;




          (e) the negotiation, execution and delivery of definitive documentation customary for
transactions of this type and consistent with the terms and conditions set forth in the Commitment
Letter and in this Term Sheet, in form and substance reasonably satisfactory to WFF (the “Loan
Documents”);




          (f) as to the i2 Loan Parties, since November 4, 2009, there shall not have occurred and be
continuing a Company Material Adverse Effect (as that term is defined in the Acquisition Agreement
(as defined below);




          (g) the performance of your obligations set forth in the Commitment Letter (including the
reimbursement of Expenses incurred through the Escrow Funding Date), in the Term Sheet, and in the
Fee Letter, and the satisfaction of the conditions set forth in the Commitment Letter, in the Term
Sheet, and in the Fee Letter;




          (h) all written information (other than forward looking information and projections of future
financial performance and information of a general economic or industry-specific nature) concerning
JDA and its subsidiaries or the Company and its subsidiaries (the “Information”) that has been, or
is hereafter, made available by or on behalf of JDA or to the best of JDA’s knowledge, after due
inquiry, the Company or their respective affiliates is, or when delivered shall be, when considered
as a whole, complete and correct in all material respects and does not, or shall not when
delivered, contain any untrue statement of material fact or omit to state a material fact necessary
in order to make the statements contained therein not misleading in any material respect in light
of the circumstances under which such statements have been made;




          (i) all forward looking information and projections of future financial performance
(“Projections”) that have been or are hereafter made available by or on behalf of JDA and the
Company or their respective affiliates are, or when delivered shall be, prepared in good faith on
the basis of information and assumptions that are believed by JDA to be reasonable at the time such
Projections were prepared (it being understood and agreed that to the extent that any Projections
are based on Information concerning the Company, such Information shall be qualified by the
provisions in clause (h) above); it being recognized by WFF and WFS that projections of future
events are not to be viewed as facts and actual results may vary significantly from projected
results;




          (j) Agent shall have received evidence reasonably satisfactory to Agent that, except for any
patents, trademarks, copyrights, and other proprietary rights (collectively “JDA Intellectual





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JDA Software Group, Inc.

November 4, 2009




Property”) licensed from any third party to any JDA Loan Parties, the JDA Loan Parties
exclusively own all JDA Intellectual Property (i) included in or related to any of the software
licensed or made available by JDA or its subsidiaries to any of their respective customers, or (ii)
material to the business of JDA or any of its subsidiaries;




          (k) Subject to the section entitled “Conditions” in the Commitment Letter, delivery to Agent
of Loan Documents duly executed by the Loan Parties (or applicable third parties as the case may
be) including a credit agreement, a guaranty, security agreements, pledge agreements, intercreditor
agreements and subordination agreements, the i2 Joinder Agreement (as defined below), an assumption
agreement relative to the merger of i2 with and into Merger LLC, and receipt of other documentation
customary for transactions of this type including legal opinions (and, in the case of i2, Agent and
JDA shall agree on the form and substance of the opinion, which shall be attached to the Escrow
Agreement as an exhibit (the “i2 Opinion”)), lien search results, officers’ certificates,
instruments necessary to perfect the Agent’s first priority security interest in the Collateral,
and certificates of insurance policies and/or endorsements naming Agent as additional insured or
loss payee, as the case may be, all in form and substance reasonably satisfactory to Agent; and
receipt of evidence of corporate authority and certificates of status (including certified copies
of the governing documents and material agreements) with respect to each Loan Party issued by the
jurisdictions of organization of each Loan Party, all in form and substance reasonably satisfactory
to Agent; provided, however, that the i2 Joinder Agreement (as defined below) and
the UCC-1 financing statements against each of the i2 Loan Parties shall be delivered to the Escrow
Agent and released by the Escrow Agent in accordance with the Escrow Agreement;




          (l) Receipt of a letter, in form and substance reasonably satisfactory to Agent, from Citicorp
North America, Inc. (“CNAI”), as administrative agent, under that certain Credit Agreement, dated
as of July 5, 2006, by and among JDA, Manugistics Group, Inc. and the other loan parties thereto,
the lenders party thereto from time to time, CNAI, as administrative agent, collateral agent and
swingline lender and Citibank, N.A., as issuing bank (the “Existing Credit Agreement”), addressed
to Agent, respecting the amount necessary to repay in full all of the obligations of JDA and its
subsidiaries under the Existing Credit Agreement and obtain a release of all of the liens in favor
of CNAI and the lenders under the Existing Credit Agreement (including releases of all mortgages on
real property of JDA or any of its subsidiaries); provided, however, that certain
Letter of Credit, dated July 5, 2006, issued by Citibank in favor of Silicon Valley Bank on account
of JDA with a face amount of $9,580,737.93 may remain outstanding after the Escrow Funding Date and
after the Acquisition Funding Date so long as the outstanding amount in respect thereof does not
exceed $9,580,737.93, such Letter of Credit is collateralized by cash in an amount that does not
exceed $9,580,737.93, and all other liens securing the obligations (contingent or otherwise) under
such Letter of Credit are released;




          (m) On the Escrow Funding Date, the JDA Loan Parties shall have (a) minimum availability under
the Revolver of $20,000,000, and (b) cash in deposit accounts located in the United States, after
giving effect to the initial use of proceeds (including the payment of all fees and expenses) of
not less than $25,000,000;




          (n) Each of the following Specified Representations (the “JDA Specified Representations”)
contained in the Loan Documents shall be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any representations and warranties that are
already qualified or modified by materiality in the text thereof) on the Escrow Funding Date;
(“Specified Representations” means the following representations and warranties set forth in the
Loan Documents relative to the Loan Parties (as defined in the Term Sheet) and their subsidiaries:
relating to organization, existence, power and authority, due authorization, execution, delivery,
enforceability and





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JDA Software Group, Inc.

November 4, 2009




non-contravention of the Loan Documents with the Loan Parties’ governing documents, applicable
law, or any order, judgment, or decree of any court or other governmental authority binding on any
Loan Party or its subsidiaries, receipt of governmental approvals in connection with the Facility,
use of proceeds, solvency, Federal Reserve Bank margin regulations, the Investment Company Act,
indebtedness, liens, and, subject to the provisions under the heading “Conditions” in the
Commitment Letter, the perfection of the security interest granted in the collateral securing the
obligations under the Facility as of (i) with respect to the JDA Loan Parties, the Escrow Funding
Date, and (ii) with respect to the i2 Loan Parties, the Acquisition Funding Date);




          (o) On the Escrow Funding Date, no event of default or unmatured event of default shall have
occurred under the Facility or would result from the making of the Term Loan thereunder by the
Lenders (other than an event of default or unmatured event of default (i) resulting from a breach
of any representation or warranty other than a JDA Specified Representation, or (ii) relating to a
failure to provide or have a perfected lien on any Collateral which, pursuant to the section
entitled “Conditions” in the Commitment Letter, is not required to be provided until after the
Escrow Funding Date); and




          (p) Receipt of a balance sheet, income statement, and statement of cash flows for each of JDA
and its subsidiaries and the Company and its subsidiaries, in each case for the most recent fiscal
year that has ended at least 90 days prior to the Escrow Funding Date and for the most recent
fiscal quarter that has ended at least 45 days prior to the Escrow Funding Date.




Acquisition Funding Conditions:




     The release of the Escrow Proceeds from the Escrow Fund is subject to the satisfaction of each
of the following conditions precedent (such conditions, collectively, the “Acquisition Funding
Conditions”):



          (a) as to the i2 Loan Parties, since November 4, 2009, there shall not have occurred and be
continuing a Company Material Adverse Effect (as that term is defined in the Acquisition Agreement
(as defined below);



          (b) the Escrow Agent shall have been authorized to and shall have delivered to Agent the fully
executed i2 Joinder Agreement (as defined below), which shall have been executed by the i2 Loan
Parties, and UCC-1 financing statements shall have been filed against each of the i2 Loan Parties
in such jurisdictions as is necessary to provide Agent with a first priority perfected security
interest in the Collateral consisting of personal property to the extent such security interest may
be perfected by the filing of a financing statement in such jurisdictions;



          (c) on the Acquisition Funding Date, the JDA Loan Parties and the i2 Loan Parties shall have
(i) minimum availability under the Revolver of $20,000,000, and (b) cash in deposit accounts
located in the United States, after giving effect to the initial use of proceeds (including the
payment of all fees and expenses) of not less than $25,000,000;



          (d) With respect to JDA, Agent shall have received a certificate from the chief financial
officer of JDA which “brings down” all of the JDA Acquisition Agreement Representations and all of
the JDA Specified Representations as of the Acquisition Funding Date;



          (e) The representations and warranties made by i2 in the definitive Acquisition Agreement to
the extent that JDA or Merger Sub have a right not to consummate the transactions



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JDA Software Group, Inc.

November 4, 2009





contemplated by the Acquisition Agreement or to terminate their obligations under the
Acquisition Agreement as a result of a breach of such representations or warranties (the “i2
Acquisition Representations”) and the Specified Representations (the “i2 Specified
Representations”) contained in the Loan Documents shall be true and correct in all material
respects (except that such materiality qualifier shall not be applicable to any representations and
warranties that are already qualified or modified by materiality in the text thereof) on the
Acquisition Funding Date;



          (f) No event of default or unmatured event of default shall have occurred under the Facility
or would result from the distribution by the Escrow Agent of the Escrow Proceeds (other than an
event of default or unmatured event of default (i) resulting from any representation or warranty
other than a breach of a JDA Specified Representation, an i2 Acquisition Representation, or an i2
Specified Representation, or (ii) relating to a failure to provide or have a perfected lien on any
collateral which, pursuant to the section entitled “Conditions” in the Commitment Letter, is not
required to be provided until after the Acquisition Funding Date);



          (g) Receipt of a balance sheet, income statement, and statement of cash flows for each of JDA
and its subsidiaries and the Company and its subsidiaries, in each case for the most recent fiscal
year that has ended at least 90 days prior to the Acquisition Funding Date and for the most recent
fiscal quarter that has ended at least 45 days prior to the Acquisition Funding Date;



          (h) Agent shall have received a file stamped copy of the merger certificate reflecting the
merger of Merger Sub with and into the Company, with the Company as the survivor of such merger,
and a file stamped merger certificate reflecting the merger of Merger LLC with and into the Company
with Merger LLC as the survivor of such merger;



          (i) The definitive agreement relative to the Acquisition and all other all documentation
associated with the Acquisition shall be substantially in the forms of the execution copy of the
Acquisition Agreement (including schedules thereto), dated November 4, 2009, by and among JDA,
Merger Sub, and the Company and delivered to Paul, Hastings, Janofsky and Walker LLP at 10:13 p.m.
on November 4, 2009 (the “Acquisition Agreement”)), and such other documentation delivered to Paul,
Hastings, Janofsky and Walker LLP on November 4, 2009 or subject to subsequent amendments or
modifications thereto that are not materially adverse to the Lenders or the Loan Parties;



          (j) Agent shall have received evidence that the Exchange Agent has received cash from either a
common equity investment in JDA or existing cash of the Loan Parties in an amount equal to the Cash
Consideration (calculated on a per share basis pursuant to the Acquisition Agreement) less the Term
Loan Amount, in each case, which is contributed directly or indirectly to Merger Sub, such amount
to be sufficient, together with the proceeds of the Term Loan, to fund the entire consideration for
the merger under the Acquisition; and



          (k) the Acquisition shall have been consummated on the Acquisition Funding Date in accordance
with the terms and conditions of the Acquisition Agreement (including payment of the merger
consideration), and no terms or conditions to JDA’s or Merger Sub’s obligations to consummate the
Acquisition shall have been waived other than (i) with the consent of Agent, or (ii) any terms or
conditions the waiver of which shall not be materially adverse to the Lenders or the Loan Parties.


The “i2 Joinder Agreement” shall mean a joinder agreement in which, from and after the date of the
Acquisition Funding Date, (a) the i2 Borrowers agree (i) to accept joint and several liability as
Borrowers for the Obligations under the credit agreement, the fee letter, security agreements,
control agreements, the




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JDA Software Group, Inc.

November 4, 2009




intercompany subordination agreement, the pledge agreements, and under each other document to which
the JDA Borrowers are party, (ii) that it shall be a Borrower under the documents referenced in
clause (a)(i) above as if it were a signatory thereto and shall be bound by all of the provisions
thereof, and (iii) that it shall comply with and be subject to all the terms, conditions,
covenants, agreements and obligations set forth in the documents referenced in clause (a)(i) above;
and (b) each i2 Guarantor agrees (i) to accept joint and several liability as a Guarantor for the
Obligations under the guaranty, security agreements, control agreements, the intercompany
subordination agreement, the pledge agreements, and under each other document to which the JDA
Guarantors are party, (ii) that it shall be a Guarantor under the documents referenced in clause
(b)(i) above as if it were a signatory thereto and shall be bound by all of the provisions thereof,
and (iii) that it shall comply with and be subject to all the terms, conditions, covenants,
agreements and obligations set forth in the documents referenced in clause (b)(i) above.




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JDA Software Group, Inc.

November 4, 2009






Annex B-2




Financial Covenants




Fixed Charge Coverage Ratio




	 	 	 
	Period	 	Ratio
	For the trailing 4 quarter period ending on December 31, 2009
and for the trailing 4 quarter period ending on the last day of
each quarter thereafter

	 	1.25:1.00






Total Leverage Covenant




	 	 	 
	Period	 	Ratio
	For the trailing 4 quarter period ending on December 31, 2009
and for the trailing 4 quarter period ending on the last day of
each quarter thereafter through September 30, 2011

	 	1.50:1.00
	 
	 	 
	For the trailing 4 quarter period ending on December 31, 2011
and for the trailing 4 quarter period ending on the last day of
each quarter thereafter

	 	1.25:1.00






Financial Covenant Definitions1




     “Capital Expenditures” means, with respect to any Person for any period, the aggregate
of all expenditures by such Person and its subsidiaries during such period that are capital
expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or
financed minus any software development costs to the extent deducted under the definition of EBITDA
for such period.



     “EBITDA”2 means, with respect to any fiscal period and, in each case,
determined on a consolidated basis in accordance with GAAP:



          (a) Borrowers’ consolidated net earnings (or loss),



minus






 




			
	1	 	For the avoidance of doubt, references herein to
Borrowers or a Person and its subsidiaries refer to JDA and i2 and their
respective subsidiaries on a consolidated basis.
	 
	2	 	Certain of the deductions and add-backs contained in
the “EBITDA” definition may contain baskets or thresholds to be mutually agreed
upon.




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JDA Software Group, Inc.

November 4, 2009





          (b) without duplication, the sum of the following amounts of Borrowers for such period to the
extent included in determining consolidated net earnings (or loss) for such period:




               (i) any extraordinary, unusual, or non-recurring gains,



               (ii) interest income,



               (iii) any software development costs to the extent capitalized during such period,



               (iv) exchange, translation or performance gains relating to any hedging transactions or
foreign currency fluctuations, and



               (v) all gains resulting from the sale or disposition of any asset outside the ordinary course
of business,



plus




          (c) without duplication, the sum of the following amounts of Borrowers for such period to the
extent included in determining consolidated net earnings (or loss) for such period:




               (i) any extraordinary, unusual, or non-recurring non-cash losses,



               (ii) interest expense,



               (iii) tax expense based on income, profits or capital, including federal, foreign, state,
franchise and similar taxes (and for the avoidance of doubt, specifically excluding any sales taxes
or any other taxes held in trust for a Governmental Authority),



               (iv) depreciation and amortization for such period,



               (v) (A) with respect to the Acquisition: (1) purchase accounting adjustments, including,
without limitation, a dollar for dollar adjustment for that portion of revenue that would have been
recorded in the relevant period had the balance of deferred revenue (unearned income) recorded on
the closing balance sheet and before application of purchase accounting not been adjusted downward
to fair value to be recorded on the opening balance sheet in accordance with GAAP purchase
accounting rules; and (2) non-cash adjustments in accordance with GAAP purchase accounting rules
under FASB Statement No. 141 and EITF Issue No. 01-3, in the event that such an adjustment is
required by Parent’s independent auditors, in each case, as determined in accordance with GAAP; and
(B) with respect to any Permitted Acquisitions after the Acquisition Funding Date: (1) purchase
accounting adjustments, including, without limitation, a dollar for dollar adjustment for that
portion of revenue that would have been recorded in the relevant period had the balance of deferred
revenue (unearned income) recorded on the closing balance sheet and before application of purchase
accounting not been adjusted downward to fair value to be recorded on the opening balance sheet in
accordance with GAAP purchase accounting rules; (2) non-cash adjustments in accordance with GAAP
purchase accounting rules under FASB Statement No. 141 and EITF Issue No. 01-3, in the event that
such an adjustment is required by Borrowers’ independent auditors, in each case, as determined in
accordance with GAAP,



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JDA Software Group, Inc.

November 4, 2009




               (vi) all fees and expenses incurred by the Borrowers or their respective subsidiaries in
connection with the Transaction, not to exceed $40,000,000 in the aggregate,



               (vii) non-cash compensation expense (including deferred non-cash compensation expense), or
other non-cash expenses or charges, arising from the sale or issuance of stock, the granting of
stock options, and the granting of stock appreciation rights and similar arrangements (including
any repricing, amendment, modification, substitution, or change of any such stock, stock option,
stock appreciation rights, or similar arrangements) minus the amount of any such expenses or
charges when paid in cash to the extent not deducted in the computation of net earnings (or loss),



               (viii) non-cash exchange, translation, or performance losses relating to any hedging
transactions or foreign currency fluctuations,



               (viii) non-cash losses on sales of fixed assets or write-downs of fixed or intangible assets.



     Notwithstanding the foregoing, (a) EBITDA for the fiscal quarter ended March 31, 2009, shall
be deemed to be $29,177,000, (b) EBITDA for the fiscal quarter ended June 30, 2009, shall be deemed
to be $45,016,000 and (c) EBITDA for the fiscal quarter ended September 30, 2009, shall be deemed
to be $39,000,000.   



     “Fixed Charge Coverage Ratio” means, with respect to Borrowers and their subsidiaries
for any period, the ratio of (i) EBITDA for such period minus Capital Expenditures made (to the
extent not already incurred in a prior period) or incurred during such period, to (ii) Fixed
Charges for such period.



     “Fixed Charges” means, with respect to any fiscal period and with respect to Borrowers
determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a)
Interest Expense accrued (other than interest paid-in-kind, amortization of financing fees, and
other non-cash Interest Expense during such period, (b) scheduled principal payments in respect of
Indebtedness (the definition of which shall be mutually agreed upon) that are required to be paid
during such period, and (c) all federal, state, and local income taxes accrued during such period,
and (d) all Restricted Junior Payments (the definition of which shall be mutually agreed upon) paid
(whether in cash or other property, other than common stock or interest paid in kind) during such
period.



     “Funded Indebtedness” means, as of any date of determination, all Indebtedness (the
definition of which shall be mutually agreed upon) for borrowed money or letters of credit (except
to the extent cash collateralized) of Borrowers, determined on a consolidated basis in accordance
with GAAP, that by its terms matures more than one year after the date of calculation, and any such
Indebtedness maturing within one year from such date that is renewable or extendable at the option
of Borrowers or their subsidiaries, as applicable, to a date more than one year from such date,
including, in any event, but without duplication, with respect to Borrowers and their subsidiaries,
the amount of outstanding Advances, the aggregate undrawn amount of all outstanding Letters of
Credit, the Term Loan, and the amount of their capitalized lease obligations.



     “GAAP” means generally accepted accounting principles as in effect from time to time
in the United States, consistently applied.



     “Interest Expense” means, for any period, the aggregate of the interest expense of
Borrowers for such period, determined on a consolidated basis in accordance with GAAP.



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JDA Software Group, Inc.

November 4, 2009




     “Total Leverage Ratio” means, as of any date of determination the result of (a) the
amount of Borrowers’ Funded Indebtedness as of such date, to (b) Borrowers’ EBITDA for the 12 month
period ended as of such date.



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JDA Software Group, Inc.

November 4, 2009




Annex B-3




Wells Fargo Bank, N.A.

ABA Number: 121-000-248

Account Number: 4121617856

Reference: WFF/WFS/JDA





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