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                                                                     EXHIBIT 4.3




                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of October 20, 2000

                                  By and Among

                            MANUGISTICS GROUP, INC.,

                                   as Issuer,

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                                       and

                         BANC OF AMERICA SECURITIES LLC


                              as Initial Purchasers

                5% Convertible Subordinated Senior Notes Due 2007

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                           <C>
1.    Definitions.................................................................................................1
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2.    Shelf Registration..........................................................................................4
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3.    Liquidated Damages..........................................................................................5
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4.    Registration Procedures.....................................................................................6
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5.    Registration Expenses......................................................................................12
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6.    Indemnification............................................................................................12
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7.    Rules 144 and 144A.........................................................................................15
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8.    Underwritten Registrations.................................................................................16
--    ---------------------------

9.    Miscellaneous..............................................................................................17
--    --------------
</TABLE>

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                          REGISTRATION RIGHTS AGREEMENT

              This Registration Rights Agreement (the "Agreement") is dated as
of October 20, 2000, by and among MANUGISTICS GROUP, INC., a Delaware
corporation (the "Company"), DEUTSCHE BANK SECURITIES INC. and BANC OF AMERICA
SECURITIES LLC, (individually, an "Initial Purchaser," and together, the
"Initial Purchasers").

              This Agreement is entered into in connection with the Purchase
Agreement, dated as of October 16, 2000 (the "Purchase Agreement"), by and among
the Company and the Initial Purchasers, which provides for the sale by the
Company to the Initial Purchasers of $200,000,000 aggregate principal amount of
the Company's 5% Convertible Subordinated Notes Due 2007 (the "Firm Notes"),
which are convertible into Common Stock of the Company, par value $.002 per
share (the "Underlying Shares"), plus up to an additional $50,000,000 aggregate
principal amount of the same which the Initial Purchasers may subsequently elect
to purchase pursuant to the terms of the Purchase Agreement (the "Additional
Notes" and together with the Firm Notes, the "Convertible Notes"). The
Convertible Notes are being issued pursuant to an indenture dated as of the date
hereof (the "Indenture"), between the Company and State Street Bank and Trust
Company, as trustee.

              In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement for the benefit of the Initial Purchasers and any
subsequent holder or holders of the Convertible Notes or Underlying Shares as
provided herein. The execution and delivery of this Agreement is a condition to
the Initial Purchasers' obligation to purchase the Firm Notes under the Purchase
Agreement.

              The parties hereby agree as follows:

1.     Definitions. As used in this Agreement, the following terms shall have
the following meanings:

              AGREEMENT: See the first introductory paragraph hereto.

              AMOUNT OF REGISTRABLE SECURITIES: (a) With respect to Convertible
Notes constituting Registrable Securities, the aggregate principal amount of all
such Convertible Notes outstanding, (b) with respect to Underlying Shares
constituting Registrable Securities, the aggregate number of such Underlying
Shares outstanding multiplied by the Conversion Price (as defined in the
Indenture relating to the Convertible Notes upon the conversion of which such
Underlying Shares were issued) in effect at the time of computing the Amount of
Registrable Securities or, if no such Convertible Notes are then outstanding,
the last Conversion Price that was in effect under such Indenture when any such
Convertible Notes were last outstanding, and (c) with respect to combinations
thereof, the sum of (a) and (b) for the relevant Registrable Securities.

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              BUSINESS DAY: Any day that is not a Saturday, Sunday or a day on
which banking institutions in New York are authorized or required by law to be
closed.

              CLOSING DATE: October 20, 2000.

              COMPANY: See the first introductory paragraph hereto.

              CONVERTIBLE NOTES: See the second introductory paragraph hereto.

              DAMAGES PAYMENT DATE: See Section 3(c) hereof.

              DEPOSITARY: The Depository Trust Company until a successor is
appointed by the Company.

              EFFECTIVENESS DATE: The 180th day after the Closing Date.

              EFFECTIVENESS PERIOD: See Section 2(a) hereof.

              EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

              FILING DATE: The 90th day after the Closing Date.

              HOLDER: Any holder of Registrable Securities.

              INDEMNIFIED HOLDER: See Section 6 hereof.

              INDEMNIFIED PERSON: See Section 6 hereof.

              INDEMNIFYING PERSON: See Section 6 hereof.

              INDENTURE: See the second introductory paragraph hereto.

              INITIAL PURCHASERS: See the first introductory paragraph hereto.

              INITIAL SHELF REGISTRATION: See Section 2(a) hereof.

              INSPECTORS: See Section 4(n) hereof.

              LIQUIDATED DAMAGES: See Section 3(a) hereof.

              NASD: See Section 4(q) hereof.

              PERSON: An individual, partnership, corporation, limited liability
company, unincorporated association, trust or joint venture, or a governmental
agency or political subdivision thereof.

              PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or

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supplemented by any prospectus supplement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

              PURCHASE AGREEMENT: See the second introductory paragraph hereto.

              QIU: See Section 4(q) hereof.

              RECORDS: See Section 4(n) hereof.

              REGISTRABLE SECURITIES: All Convertible Notes and all Underlying
Shares upon original issuance thereof and at all times subsequent thereto until
the earliest to occur of (i) a Registration Statement covering such Convertible
Notes and Underlying Shares having been declared effective by the SEC and such
Convertible Notes and Underlying Shares having been disposed of in accordance
with such effective Registration Statement, (ii) such Convertible Notes and
Underlying Shares having been sold in compliance with Rule 144 or could (except
with respect to affiliates of the Company within the meaning of the Securities
Act) be sold in compliance with Rule 144(k), or (iii) such Convertible Notes and
any Underlying Shares ceasing to be outstanding.

              REGISTRATION DEFAULT: See Section 3(a) hereof.

              REGISTRATION STATEMENT: Any registration statement of the Company
filed with the SEC pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

              RULE 144: Rule 144 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

              RULE 144A: Rule 144A promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC.

              RULE 415: Rule 415 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

              SEC: The Securities and Exchange Commission.

              SECURITIES ACT: The Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

              SHELF REGISTRATION: See Section 2(b) hereof.

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              SHELF REGISTRATION STATEMENT: See Section 2(b) hereof.

              SUBSEQUENT SHELF REGISTRATION: See Section 2(b) hereof.

              TIA: The Trust Indenture Act of 1939, as amended, and the rules
and regulations of the SEC promulgated thereunder.

              TRUSTEE: The Trustee under the Indenture.

              UNDERLYING SHARES: See the second introductory paragraph hereto.

              UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration
in which securities of the Company are sold to an underwriter for reoffering to
the public.

2.     Shelf Registration.

              (a)    Shelf Registration. The Company shall use its reasonable
best efforts to file with the SEC a Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 covering all of the Registrable
Securities (the "Initial Shelf Registration") on or prior to the Filing Date.

The Initial Shelf Registration shall be on Form S-3 or another appropriate form
permitting registration of such Registrable Securities for resale by Holders in
the manner or manners designated by them (including, without limitation, one or
more underwritten offerings). The Company shall not permit any securities other
than the Registrable Securities to be included in the Initial Shelf Registration
or any Subsequent Shelf Registration (as defined below).

              The Company shall use its reasonable best efforts to cause the
Initial Shelf Registration to be declared effective under the Securities Act on
or prior to the Effectiveness Date and to keep such Initial Shelf Registration
continuously effective under the Securities Act until the date that is two years
from the Closing Date (as it may be shortened pursuant to clause (i) or clause
(ii) immediately following, the "Effectiveness Period"), or such shorter period
ending when (i) all the shares of Registrable Securities covered by the Initial
Shelf Registration have been sold in the manner set forth and as contemplated in
the Initial Shelf Registration, (ii) the date on which all the Registrable
Securities (x) held by Persons who are not affiliates of the Company may be
resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be
outstanding, or (iii) a Subsequent Shelf Registration covering all of the
Registrable Securities has been declared effective under the Securities Act.

              (b)    Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered thereunder), the Company shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within 45 days of such
cessation of effectiveness amend the Initial Shelf Registration in a manner to
obtain the withdrawal of the order suspending the effectiveness thereof, or file
an additional "shelf" Registration Statement pursuant to Rule 415 covering all
of the Registrable Securities (a "Subsequent Shelf Registration"). If a
Subsequent Shelf Registration is filed, the Company shall use its reasonable
best efforts to cause the Subsequent Shelf Registration to be declared effective
under the

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Securities Act as soon as practicable after such filing and to keep such
Registration Statement continuously effective for a period equal to the number
of days in the Effectiveness Period less the aggregate number of days during
which the Initial Shelf Registration or any Subsequent Shelf Registration was
previously continuously effective. As used herein the term "Shelf Registration"
means the Initial Shelf Registration and any Subsequent Shelf Registration and
the term "Shelf Registration Statement" means any Registration Statement filed
in connection with a Shelf Registration.

              (c)    Supplements and Amendments. The Company shall promptly
supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of the majority in Amount of Registrable Securities
covered by such Registration Statement or by any underwriter of such Registrable
Securities.

3.     Liquidated Damages.

              (a)    The Company and the Initial Purchasers agree that the
Holders of Registrable Securities will suffer damages if the Company fails to
fulfill its obligations under Section 2 hereof and that it would not be feasible
to ascertain the extent of such damages with precision. Accordingly, the Company
agrees to pay liquidated damages on the Registrable Securities ("Liquidated
Damages") under the circumstances and to the extent set forth below (each of
which shall be given independent effect; each a "Registration Default"):

                     (i)    if the Initial Shelf Registration is not filed on or
prior to the Filing Date, then commencing on the day after the Filing Date,
Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.50%
per annum on the Amount of Registrable Securities for the first 90 days
immediately following the Filing Date, such Liquidated Damages increasing by an
additional 0.50% per annum at the beginning of each subsequent 90-day period;

                     (ii)   if the Company fails to use all reasonable efforts
and the Initial Shelf Registration is not declared effective by the SEC on or
prior to the Effectiveness Date, then commencing one day after the Effectiveness
Date, Liquidated Damages shall accrue on the Registrable Securities at a rate of
0.50% per annum on the Amount of Registrable Securities for the first 90 days
immediately following the day after such Effectiveness Date, such Liquidated
Damages increasing by an additional 0.50% per annum at the beginning of each
subsequent 90-day period; and

                     (iii)  if a Shelf Registration has been declared effective
and such Shelf Registration ceases to be effective at any time during the
Effectiveness Period (other than as permitted under Section 3(b)), then
Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.50%
per annum on the Amount of Registrable Securities for the first 90 days
commencing on the day such Shelf Registration ceases to be effective, such
Liquidated Damages increasing by an additional 0.50% per annum at the beginning
of each such subsequent 90-day period; provided, however, that Liquidated
Damages on the Registrable Securities may not accrue under more than one of the
foregoing clauses (i), (ii) or (iii) at any one time and at no time shall the
aggregate amount of Liquidated Damages accruing exceed in the aggregate 1.0% per
annum of the Amount of Registrable Securities; provided, further, however, that
(1) upon the filing of the Shelf Registration as required hereunder (in the case
of clause (a)(i) of this Section 3), (2) upon the effectiveness of the Shelf
Registration as required hereunder (in the case of

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clause (a)(ii) of this Section 3), or (3) upon the effectiveness of a Shelf
Registration which had ceased to remain effective (in the case of (a)(iii) of
this Section 3), Liquidated Damages on the Registrable Securities as a result of
such clause (or the relevant subclause thereof), as the case may be, shall cease
to accrue. It is understood and agreed that, notwithstanding any provision to
the contrary, so long as any Registrable Security is then covered by an
effective Shelf Registration Statement, no Liquidated Damages shall accrue on
such Registrable Security.

              (b)    Notwithstanding paragraph (a) of this Section 3, the
Company shall be permitted to suspend the effectiveness of a Shelf Registration
for any reason whatsoever for up to 30 consecutive days in any 90 day period,
for a total of not more than 60 days in any calendar year, without paying
Liquidated Damages.

              (c)    So long as Convertible Notes remain outstanding, the
Company shall notify the Trustee within two Business Days after each and every
date on which an event occurs in respect of which Liquidated Damages is required
to be paid. Any amounts of Liquidated Damages due pursuant to (a)(i), (a)(ii) or
(a)(iii) of this Section 3 will be payable in cash semi-annually on each May 1
and November 1 (each a "Damages Payment Date"), commencing with the first such
date occurring after any such Liquidated Damages commences to accrue, to Holders
to whom regular interest is payable on such Damages Payment Date with respect to
Convertible Notes that are Registrable Securities and to Persons that are
registered Holders 15 days prior to such Damages Payment Date with respect to
Underlying Shares that are Registrable Securities. The amount of Liquidated
Damages for Registrable Securities will be determined by multiplying the
applicable rate of Liquidated Damages by the Amount of Registrable Securities
outstanding on the Damages Payment Date following such Registration Default in
the case of the first such payment of Liquidated Damages with respect to a
Registration Default (and thereafter at the next succeeding Damages Payment Date
until the cure of such Registration Default), multiplied by a fraction, the
numerator of which is the number of days such Liquidated Damages rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

4.     Registration Procedures. In connection with the filing of any
Registration Statement pursuant to Section 2 hereof, the Company shall effect
such registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Company hereunder the Company shall:

              (a) Prepare and file with the SEC on or prior to the Filing Date,
a Registration Statement or Registration Statements as prescribed by Section 2
hereof, and use its reasonable best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; provided,
however, that before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Company shall furnish to and afford the
Holders of the Registrable Securities covered by such Registration Statement and
the managing underwriters, if any, a reasonable opportunity to review copies of
all such documents proposed to be filed (in each case, where possible, at least
five Business Days prior to such filing, or such later date as is reasonable
under the circumstances). The Company shall not file any Registration Statement
or Prospectus or any amendments or supplements thereto if the

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Holders of a majority in Amount of Registrable Securities covered by such
Registration Statement or the managing underwriters, if any, shall reasonably
object.

              (b)    Prepare and file with the SEC such amendments and
post-effective amendments to each Shelf Registration, as may be necessary to
keep such Registration Statement continuously effective for the Effectiveness
Period; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated under
the Securities Act; and comply with the provisions of the Securities Act and the
Exchange Act applicable to it with respect to the disposition of all securities
covered by such Registration Statement as so amended or in such Prospectus as so
supplemented. The Company shall be deemed not to have used its reasonable best
efforts to keep a Registration Statement effective during the Effectiveness
Period if it voluntarily takes any action that would result in selling Holders
of the Registrable Securities covered thereby not being able to sell such
Registrable Securities during that period unless such action is required by
applicable law or unless the Company complies with this Agreement, including
without limitation the provisions of Section 4(k) hereof.

              (c)    Notify the selling Holders of Registrable Securities and
the managing underwriters, if any, promptly (but in any event within two
Business Days), (i) when a Prospectus or any prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective
under the Securities Act (including in such notice a written statement that any
Holder may, upon request, obtain, at the sole expense of the Company, one
conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed
to be incorporated by reference and exhibits), (ii) of the issuance by the SEC
of any stop order suspending the effectiveness of a Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) of the happening of any
event, the existence of any condition or any information becoming known that
makes any statement made in such Registration Statement or related Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading and (iv) of the
Company's determination that a post-effective amendment to a Registration
Statement would be appropriate.

              (d)    Use its reasonable best efforts to prevent the issuance of
any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus and, if any such order is
issued, to use its reasonable best efforts to obtain the withdrawal of any such
order at the earliest possible moment.

              (e)    If requested by the managing underwriter or underwriters
(if any) or the Holders of the majority in Amount of Registrable Securities
being sold in connection with an

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underwritten offering (i) promptly incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), or such Holders reasonably determine is necessary to be
included therein, (ii) make all required filings of such prospectus supplement
or such post-effective amendment as soon as reasonably practicable after the
Company has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment and (iii) supplement or make
amendments to such Registration Statement.

              (f) Furnish to each selling Holder of Registrable Securities, a
single counsel to such Holders (chosen in accordance with Section 5(b)) and each
managing underwriter, if any, at the sole expense of the Company, one conformed
copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits.

              (g) Deliver to each selling Holder of Registrable Securities, a
single counsel to such Holders (chosen in accordance with Section 5(b)) and the
underwriters, if any, at the sole expense of the Company, as many copies of the
Prospectus (including each form of preliminary prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the second paragraph of Section
4(s) hereof, the Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the selling Holders of Registrable
Securities and the underwriters or agents, if any, and dealers (if any), in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.

              (h) Prior to any public offering of Registrable Securities, to
use its reasonable best efforts to register or qualify, to the extent required
by applicable law, and to cooperate with the selling Holders of Registrable
Securities and the managing underwriter or underwriters, if any, in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities or offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any selling Holder, or the managing underwriter or underwriters, if any,
reasonably request; provided, however, that where Registrable Securities are
offered other than through an underwritten offering, the Company agrees to cause
the Company's counsel to perform Blue Sky investigations and file registrations
and qualifications required to be filed pursuant to this Section 4(h); keep each
such registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
applicable Registration Statement; provided, however, that the Company shall not
be required to (A) qualify generally to do business in any jurisdiction where it
is not then so qualified, (B) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
(C) subject itself to taxation in excess of a nominal dollar amount in any such
jurisdiction where it is not then so subject.

              (i)    Cooperate with the selling Holders of Registrable
Securities and the managing underwriter or underwriters, if any, to facilitate
the timely preparation and delivery of certificates representing shares of
Registrable Securities to be sold, which certificates shall not

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bear any restrictive legends and shall be in a form eligible for deposit with
The Depository Trust Company; and enable such shares of Registrable Securities
to be in such denominations and registered in such names as the managing
underwriter or underwriters, if any, or Holders may reasonably request.

              (j)    Use its reasonable best efforts to cause the Registrable
Securities covered by any Shelf Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be reasonably
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable
Securities, except as may be required solely as a consequence of the nature of
such selling Holder's business, in which case the Company will cooperate in all
reasonable respects with the filing of such Registration Statement and the
granting of such approvals.

              (k)    Upon the occurrence of any event contemplated by paragraph
4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and
(subject to Section 4(a) hereof) file with the SEC, at the sole expense of the
Company, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder, any such Prospectus will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

              (l)    Prior to the effective date of the first Registration
Statement relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Securities in a form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Securities.

              (m)    In connection with any underwritten offering of Registrable
Securities pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings of securities similar to the
Registrable Securities and take all such other actions as are reasonably
requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Securities
and, in such connection, (i) make such representations and warranties to, and
covenants with, the underwriters with respect to the business of the Company and
its subsidiaries (including any acquired business, properties or entity, if
applicable) and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings of
securities similar to the Registrable Securities and confirm the same in writing
if and when requested; (ii) obtain the written opinion of counsel to the Company
and written updates thereof in form, scope and substance reasonably satisfactory
to the managing underwriter or underwriters, addressed to the underwriters
covering the matters customarily covered in opinions requested in underwritten
offerings of securities similar to the Registrable Securities and such other
matters as may be reasonably requested by the managing underwriter or
underwriters; and (iii) obtain "cold comfort" letters and updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the Company
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and

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financial data are, or are required to be, included or incorporated by reference
in the Registration Statement), addressed to each of the underwriters, such
letters to be in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with underwritten offerings of
securities similar to the Registrable Securities and such other matters as
reasonably requested by the managing underwriter or underwriters as permitted by
the Statement on Auditing Standards No. 72. The above shall be done as and to
the extent required by such underwriting agreement.

              (n)    Make available for inspection by any selling Holder of such
Registrable Securities being sold, any underwriter participating in any such
disposition of Registrable Securities, if any, and any attorney, accountant or
other agent retained by any such selling Holder, or underwriter (collectively,
the "Inspectors"), at the offices where normally kept, during reasonable
business hours at such time or times as shall be mutually convenient for the
Company and the Inspectors as a group, all financial and other records,
pertinent corporate documents and instruments of the Company and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of the Company and its subsidiaries to
supply all information reasonably requested by any such Inspector in connection
with such Registration Statement. Records that the Company determines, in good
faith, to be confidential and any Records that it notifies the Inspectors are
confidential shall not be disclosed by any Inspector unless (i) the disclosure
of such Records is necessary to avoid or correct a material misstatement or
material omission in such Registration Statement, (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, (iii) disclosure of such information is, in the opinion
of counsel for any Inspector, necessary or advisable in connection with any
action, claim, suit or proceeding, directly involving or potentially involving
such Inspector and arising out of, based upon, relating to, or involving this
Agreement or any transactions contemplated hereby or arising hereunder or (iv)
the information in such Records has been made generally available to the public
other than through the acts of such Inspector; provided, however, that prior
notice shall be provided as soon as practicable to the Company of the potential
disclosure of any information by such Inspector pursuant to clauses (ii) or
(iii) of this sentence to permit the Company to obtain a protective order (or
waive the provisions of this paragraph (n)). Each Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such actions are otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests
of the Holder or any Inspector, unless and until such information in such
Records has been made generally available to the public other than as a result
of a breach of this Agreement.

              (o)    Provide (i) the Holders of the Registrable Securities to be
included in such Registration Statement and not more than one counsel for all
the Holders of such Registrable Securities chosen in accordance with Section
5(b), (ii) the underwriters (which term, for purposes of this Registration
Rights Agreement, shall include a Person deemed to be an underwriter within the
meaning of Section 2(11) of the Securities Act), if any, thereof, (iii) the
sales or placement agent, if any, thereof, and (D) one counsel for such
underwriters or agents, reasonable opportunity to participate in the preparation
of such Registration Statement, each prospectus included therein or filed with
the SEC, and each amendment or supplement thereto.

              (p)    Comply with all applicable rules and regulations of the SEC
and make generally available to its security holders earning statements
satisfying the provisions of Section

                                       10
<PAGE>   13

11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period
is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Securities are sold to underwriters in a firm commitment or best
efforts underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the Company
after the effective date of a Registration Statement, which statements shall
cover said 12-month periods.

              (q)    Cooperate with each seller of Registrable Securities
covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the
National Association of Securities Dealers, Inc. (the "NASD"), including, if the
Conduct Rules of the NASD or any successor thereto as amended from time to time
so require, engaging a "qualified independent underwriter" ("QIU") as
contemplated therein and making Records available to such QIU as though it were
a participating underwriter for the purposes of Section 4(n) and otherwise
applying the provisions of this Agreement to such QIU (including
indemnification) as though it were a participating underwriter.

              (r)    Cause the Indenture to be qualified under the TIA not later
than the effective date of the first Registration Statement relating to the
Registrable Securities; and in connection therewith, cooperate with the Trustee
and the Holders of the Registrable Securities to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA; and execute, and use its reasonable best efforts to
cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to
enable the Indenture to be so qualified in a timely manner.

              (s)    Use its reasonable best efforts to take all other steps
necessary or advisable to effect the registration of the Registrable Securities
covered by a Registration Statement contemplated hereby.

              The Company may require each seller of Registrable Securities as
to which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such Registrable
Securities as the Company may, from time to time, reasonably request to the
extent necessary or advisable to comply with the Securities Act. The Company may
exclude from such registration the Registrable Securities of any seller if such
seller fails to furnish such information within 20 Business Days after receiving
such request. Each seller as to which any Shelf Registration is being effected
agrees to furnish promptly to the Company all information required to be
disclosed so that the information previously furnished to the Company by such
seller is not materially misleading and does not omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made.

              Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon actual receipt of any notice from the
Company of the happening of any event of the kind described in Section 4(c)(ii),
4(c)(iii) or 4(c)(iv) hereof, such Holder will forthwith discontinue disposition
of such Registrable Securities covered by such Registration Statement or
Prospectus until such Holder's receipt of the copies of the supplemented or

                                       11
<PAGE>   14

amended Prospectus contemplated by Section 4(k) hereof, or until it is advised
in writing by the Company that the use of the applicable Prospectus may be
resumed, and has received copies of any amendments or supplements thereto.

5.     Registration Expenses.

              (a)    All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company,
including, without limitation, (i) all registration and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with an underwritten offering and (B) fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for investment under the laws of such
jurisdictions as provided in Section 4(h) hereof), (ii) printing expenses,
including, without limitation, expenses of printing certificates for Registrable
Securities in a form eligible for deposit with The Depository Trust Company and
of printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, or by the Holders of the majority
in Amount of Registrable securities included in any Registration Statement,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company and reasonable fees and disbursements of one special
counsel for the sellers of Registrable Securities (subject to the provisions of
Section 5(b) hereof), (v) fees and disbursements of all independent certified
public accountants referred to in Section 4(m)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Company desires such insurance, (vii) fees and expenses of all
other Persons retained by the Company, (viii) internal expenses of the Company
(including, without limitation, all salaries and expenses of officers and
employees of the Company performing legal or accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
if applicable, and (xi) the expenses relating to printing, word processing and
distributing all Registration Statements, underwriting agreements, securities
sales agreements and any other documents necessary in order to comply with this
Agreement. Notwithstanding anything in this Agreement to the contrary, each
Holder shall pay all underwriting discounts and brokerage commissions with
respect to any Registrable Securities sold by it.

              (b)    The Company shall reimburse the Holders of the Registrable
Securities being registered in a Shelf Registration for the reasonable fees and
disbursements of not more than one counsel chosen by the Holders of a majority
in Amount of Registrable Securities to be included in such Registration
Statement.

6.     Indemnification. The Company agrees to indemnify and hold harmless (i)
each Initial Purchaser, (ii) each Holder, (iii) each Person, if any, who
controls (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) any of the foregoing (any of the Persons
referred to in this clause (iii) being hereinafter referred to as a "controlling
person"), (iv) the respective officers, directors, partners, employees,
representatives and agents of the Initial Purchasers, the Holders (including
predecessor Holders) or any controlling person (any person referred to in clause
(i), (ii), (iii) or (iv) may hereinafter be referred to as an "Indemnified
Holder"), from and against any and all losses, claims, damages, liabilities and
judgments

                                       12
<PAGE>   15

(including, without limitation, reasonable legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or Prospectus, or any
amendment or supplement thereto or any related preliminary prospectus, or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Holder
furnished to the Company in writing by such Holder expressly for use in therein;
provided, however, that the Company shall not be liable to any Indemnified
Holder under the indemnity agreement of this paragraph with respect to any
preliminary prospectus to the extent that any such loss, claim, damage,
liability, judgment or expense of such Indemnified Holder results from the fact
that such Indemnified Holder sold Registrable Securities under a Registration
Statement to a Person as to whom it shall be established that there was not sent
or given, at or prior to the written confirmation of such sale, a copy of the
Prospectus (or of the preliminary prospectus as then amended or supplemented if
the Company shall have furnished such Indemnified Holder with such amendment or
supplement thereto on a timely basis), in any case where such delivery is
required by applicable law and the loss, claim, damage, liability or expense of
such Indemnified Holder results from an untrue statement or omission of a
material fact contained in the preliminary prospectus which was corrected in the
Prospectus (or in the preliminary prospectus as then amended or supplemented if
the Company shall have furnished such Indemnified Holder with such amendment or
supplement thereto, as the case may be, on a timely basis). The Company shall
notify Indemnified Holder promptly of the institution, threat or assertion of
any claim, proceeding (including any governmental investigation) or litigation
in connection with the matters addressed by this Agreement which involves the
Company or such Indemnified Holder.

              Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, officers and each Person who controls
the Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company to each Holder, but only with reference to such losses, claims,
damages or liabilities which are caused by any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with information relating to a Holder furnished to the Company in writing by
such Holder expressly for use in any Registration Statement or Prospectus, or
any amendment or supplement thereto or any related preliminary prospectus.

              If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
notify the Person or Persons against whom such indemnity may be sought (each an
"Indemnifying Person") in writing, and such Indemnifying Person, upon request of
the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 6 that the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses of such counsel
related to such proceeding. In any such proceeding, any Indemnified Person shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless

                                       13
<PAGE>   16

(i) such Indemnifying Person and the Indemnified Person shall have mutually
agreed to the contrary, (ii) such Indemnifying Person has failed within a
reasonable time to retain counsel reasonably satisfactory to such Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include an Indemnifying Person and an Indemnified Person and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood that an
Indemnifying Person shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as
they are incurred. Any such separate firm for the Indemnified Holders shall be
designated in writing by the Holders of the majority in Amount of Registrable
Securities, and any such separate firm for the Company, its directors,
respective officers and such control Persons of the Company shall be designated
in writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
such Indemnifying Person agrees to indemnify any Indemnified Person from and
against any loss or liability by reason of such settlement or judgment. No
Indemnifying Person shall, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Person is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Person, unless such
settlement includes an unconditional release of such Indemnified Person from all
liability on claims that are the subject matter of such proceeding.

              If the indemnification provided for in the first and second
paragraphs of this Section 6 is unavailable to an Indemnified Person or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each Indemnifying Person under such paragraph, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount
paid or payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Indemnifying Person on the one hand and the
Indemnified Person on the other hand pursuant to the Purchase Agreement or from
the offering of the Registrable Securities pursuant to any Shelf Registration or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Indemnifying Person on the one hand and the Indemnified Person on the other
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and any Indemnified Holder on the other shall be deemed to be in the same
proportion as the total net proceeds from the initial offering and sale of
Convertible Notes (before deducting expenses) received by the Company bear to
the total net proceeds received by such Indemnified Holder from sales of
Registrable Securities giving rise to such obligations. The relative fault of
the parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or such Indemnified Holder and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.

              Each of the Company and the Initial Purchasers agrees that it
would not be just and equitable if contribution pursuant to this Section 6 were
determined by pro rata allocation or

                                       14
<PAGE>   17

by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Person in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6, in no event shall any Holder be required to
contribute any amount in excess of the amount by which the net proceeds received
by such Holder from the sale of the Registrable Securities pursuant to a Shelf
Registration Statement exceeds the amount of damages which such Holder would
have otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(F) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

              The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.

              The indemnity and contribution agreements contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any Person controlling any Holder or by or on behalf of the
Company, its officers or directors or any other Person controlling any of the
Company and (iii) acceptance of and payment for any of the Registrable
Securities.

7.     Rules 144 and 144A. The Company covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
for so long as any Registrable Securities remain outstanding, if at any time the
Company is not required to file such reports, it will, upon the request of any
Holder or beneficial owner of Registrable Securities, make available such
information necessary to permit sales pursuant to Rule 144A under the Securities
Act. The Company further covenants that, for so long as any Registrable
Securities remain outstanding, it will use its reasonable best efforts to take
such further action as any Holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under
the Securities Act, as such rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.

8.     Underwritten Registrations. If any of the Registrable Securities covered
by any Shelf Registration are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will manage
the offering will be selected by the Holders of the majority in Amount of
Registrable Securities to be included in such offering and be reasonably
acceptable to the Company.

              No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities

                                       15
<PAGE>   18

on the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

9.     Miscellaneous.

              (a)    No Inconsistent Agreements. The Company has not, as of the
date hereof, and the Company shall not, after the date of this Agreement, enter
into any agreement with respect to any of its securities that is inconsistent
with the rights granted to the Holders of Registrable Securities in this
Agreement or otherwise conflicts with the provisions hereof. The Company has not
entered and will not enter into any agreement with respect to any of its
securities that will grant to any Person piggyback registration rights with
respect to a Registration Statement, except to the extent any existing right has
heretofore been waived.

              (b)    Adjustments Affecting Registrable Securities. The Company
shall not, directly or indirectly, take any action with respect to the
Registrable Securities as a class that would adversely affect the ability of the
Holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement.

              (c)    Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, otherwise than with the
prior written consent of the Company and the Holders of not less than the
majority in Amount of Registrable Securities; provided, however, that Section 6
and this Section 9(c) may not be amended, modified or supplemented without the
prior written consent of the Company and each Holder (including, in the case of
an amendment, modification or supplement of Section 6, any Person who was a
Holder of Registrable Securities disposed of pursuant to any Registration
Statement). Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in Amount of the
Registrable Securities being sold by such Holders pursuant to such Registration
Statement.

              (d)    Notices. All notices and other communications (including
without limitation any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                     (1)    if to a Holder of the Registrable Securities, at the
most current address of such Holder set forth on the records of the registrar
under the Indenture, in the case of Holders of Convertible Notes, and the stock
ledger of the Company, in the case of Holders of common stock of the Company.

                                       16
<PAGE>   19

                     (2)    if to the Initial Purchasers:

                            Deutsche Bank Securities Inc.
                            Banc of America Securities LLC
                            Prudential Securities Incorporated
                            c/o Deutsche Bank Securities Inc.
                            1 South Street
                            Baltimore, Maryland  21202
                            Facsimile No.:
                                          ---------------
                            Attention:  Equity Syndicate

              with copies to:

                            Wilmer, Cutler & Pickering
                            2445 M Street, NW
                            Washington, DC  20037
                            Facsimile No.: (202) 663-6363
                            Attention:  John B. Watkins, Esq.

                     (3)    if to the Company, at the addresses as follows:

                            Manugistics Group, Inc.
                            2115 East Jefferson Street
                            Rockville, MD  20852
                            Facsimile No.:
                            Attention:

              with copies to:

                            Dilworth Paxson LLC
                            3200 The Mellon Bank Center
                            1735 Market Street
                            Philadelphia, PA
                            Facsimile No.:  (215) 575-7200
                            Attention:  Joseph H. Jacovini, Esq.

              All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; one Business Day
after being timely delivered to a next-day air courier; and when the addressor
receives facsimile confirmation, if sent by facsimile.

              (e)    Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, including the Holders; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and except to the extent such successor or assign holds Registrable
Securities.

                                       17
<PAGE>   20

              (f)    Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate 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.

              (g)    Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

              (h)    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT
TO THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN
MANHATTAN, NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

              (i)    Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

              (j)    Securities Held by the Company or Its Affiliates. Whenever
the consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

              (k)    Third-Party Beneficiaries. Holders of Registrable
Securities are intended third party beneficiaries of this Agreement and this
Agreement may be enforced by such Persons.

              (l)    Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial
Purchasers on the one hand and the Company on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof and
thereof are merged herein and replaced hereby.

                                       18