exv10w2






Exhibit 10.2






	 	 	 
	CREDIT SUISSE SECURITIES (USA) LLC
	 	WACHOVIA CAPITAL MARKETS, LLC
	CREDIT SUISSE
	 	WACHOVIA BANK, NATIONAL
	Eleven Madison Avenue
	 	ASSOCIATION
	New York, NY 10010
	 	One Wachovia Center
	 
	 	301 South College Street
	 
	 	Charlotte, NC 28288-0737






CONFIDENTIAL




August 10, 2008




JDA Software Group, Inc.

14400 North 87th Street

Scottsdale, Arizona 85260




Attention: Kristen Magnuson




PROJECT IGLOO

$450,000,000 Senior Secured Credit Facilities

Commitment Letter




Ladies and Gentlemen:




     You have advised Credit Suisse (“CS”), Credit Suisse Securities (USA) LLC (“CS Securities”
and, together with CS and their respective affiliates, “Credit Suisse”), Wachovia Bank, National
Association (“Wachovia Bank”) and Wachovia Capital Markets, LLC (“Wachovia Securities” and,
together with Wachovia Bank, the “Wachovia Parties”, and together with Credit Suisse, “we” or “us”)
that you intend to acquire (the “Acquisition”) all the equity interests in a Delaware corporation
with the code name “Igloo” (the “Company”) from the current equityholders thereof, and to
consummate the other Transactions (such term and each other capitalized term used but not defined
herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions
attached hereto as Exhibit A (the “Term Sheet”)).



     You have further advised us that, in connection therewith, the Borrower will obtain the senior
secured credit facilities (the “Facilities”) described in the Term Sheet, in an aggregate principal
amount of up to $450,000,000 (such amount being the “Commitment Amount”).



1. Commitments.




     In connection with the foregoing, (a) CS, on behalf of Credit Suisse, is pleased to advise you
of Credit Suisse’s commitment to provide 60% of the principal amount of the Facilities, and (b)
Wachovia Bank is pleased to advise you of Wachovia Bank’s commitment to provide 40% of the
principal amount of the Facilities, in each case, upon the terms and subject to the conditions set
forth or referred to in this commitment letter (including the Term Sheet and other attachments
hereto, this “Commitment Letter”).



					
	 	 	 	 	 
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2. Titles and Roles.




     You hereby appoint (a) each of CS Securities and Wachovia Securities to act, and each of CS
Securities and Wachovia Securities hereby agrees to act, as a joint bookrunner and a joint lead
arranger for the Facilities, (b) CS to act, and CS hereby agrees to act, as sole administrative
agent and sole collateral agent for the Facilities, and (c) Wachovia Securities to act, and
Wachovia Securities hereby agrees to act, as syndication agent for the Facilities, in each case on
the terms and subject to the conditions set forth or referred to in this Commitment Letter. Each
of CS Securities, CS and Wachovia Securities, in such capacities, will perform the duties and
exercise the authority customarily performed and exercised by them in such roles. You agree that
Credit Suisse will have “left” placement in any and all marketing materials or other documentation
used in connection with the Facilities, and you agree that the Wachovia Parties will have “right”
placement (to the right of Credit Suisse but to the left of any other party) in any and all
marketing materials or other documentation used in connection with the Facilities. You agree that
no other titles will be awarded in connection with the Facilities and no compensation will be paid
to Lenders in respect of their commitments (other than as expressly contemplated by this Commitment
Letter and the Fee Letters referred to below) unless you and we shall so agree.



3. Syndication.




     We reserve the right, prior to and/or after the execution of definitive documentation for the
Facilities, to syndicate all or a portion of Credit Suisse’s and Wachovia Bank’s commitments with
respect to the Facilities to a group of banks, financial institutions and other institutional
lenders (together with Credit Suisse and Wachovia Bank, the “Lenders”) identified by us in
consultation with you, and you agree to provide CS Securities and Wachovia Securities with a period
of at least 30 consecutive days following the launch of the general syndication of the Facilities
and immediately prior to the Closing Date to syndicate the Facilities (provided that such period
shall not include any day from and including August 15, 2008 through and including September 2,
2008). We intend to commence syndication efforts promptly upon the execution of this Commitment
Letter, and you agree actively to assist us in completing a satisfactory syndication. Such
assistance shall include (a) your using commercially reasonable efforts to ensure that any
syndication efforts benefit materially from your existing lending and investment banking
relationships and the existing lending and investment banking relationships of the Company,
(b) direct contact between senior management, representatives and advisors of you and the Borrower
(and your using commercially reasonable efforts to cause direct contact between senior management,
representatives and advisors of the Company) and the proposed Lenders, (c) assistance by you and
the Borrower (and your using commercially reasonable efforts to cause the assistance by the
Company) in the preparation of a Confidential Information Memorandum for each of the Facilities and
other marketing materials to be used in connection with the syndications, (d) your providing or
causing to be provided a detailed business plan or projections of the Borrower and its subsidiaries
for the years 2009 through 2014 and for the first six quarters beginning with the quarter ending
September 30, 2008, in each case in form and substance satisfactory to CS Securities and Wachovia
Securities, (e) prior to the launch of the syndications, the obtaining of a corporate rating for
the Borrower from Standard & Poor’s Ratings Service (“S&P”) and a corporate family rating from
Moody’s Investors Service, Inc. (“Moody’s”) (such corporate and corporate family ratings being
referred to herein as “Corporate Ratings”), together with ratings for each of the Facilities from
each of S&P and Moody’s, and (f) the hosting, with CS Securities and Wachovia Securities, of one or
more meetings of prospective Lenders. You agree, at the request of CS Securities and Wachovia
Securities, to assist in the preparation of a version of the Confidential Information Memorandum
and other marketing materials and presentations to be used in connection with the syndication of
the Facilities, consisting exclusively of information and documentation that is either (i) publicly
available or (ii) not material with respect to the Borrower, the Company or their respective
subsidiaries or any of their respective securities for purposes of foreign, United States Federal
and state securities laws (all such information and documentation being “Public Lender
Information”). Any



					
	 	 	 	 	 
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information and documentation that is not Public Lender Information is referred to herein as
“Private Lender Information”. You further agree that each document to be disseminated by CS
Securities or Wachovia Securities to any Lender in connection with the Facilities will, at the
request of CS Securities or Wachovia Securities, be identified by you as either (A) containing
Private Lender Information or (B) containing solely Public Lender Information. You acknowledge
that the following documents will contain solely Public Lender Information (unless you notify us
that any such document contains Private Lender Information (1) in the case of documents delivered
or approved by you or on your behalf, at or prior to the time of such delivery or approval, or (2)
in the case of other documents, promptly after you have had an opportunity to review the same): (x)
drafts and final definitive documentation with respect to the Facilities; (y) administrative
materials prepared by Credit Suisse or the Wachovia Parties for prospective Lenders (such as lender
meeting invitations, commitment allocations, and funding and closing memoranda); and (z)
notifications of changes in the terms of the Facilities.




     CS Securities and Wachovia Securities will manage all aspects of any syndication in
consultation with Wachovia Securities and you, including decisions as to the selection of
institutions to be approached and when they will be approached, when their commitments will be
accepted, which institutions will participate, the allocation of the commitments among the Lenders,
any naming rights and the amount and distribution of fees among the Lenders. To assist CS
Securities and Wachovia Securities in their syndication efforts, you agree promptly to prepare and
provide (and to use commercially reasonable efforts to cause the Company to provide) to CS
Securities and Wachovia Securities all information with respect to the Borrower, the Company and
their respective subsidiaries, the Transactions and the other transactions contemplated hereby,
including all projections (collectively, “Projections”) and other financial information, as CS
Securities or Wachovia Securities may reasonably request.



4. Information.




     You hereby represent and covenant (and it shall be a condition to Credit Suisse’s and Wachovia
Bank’s commitments hereunder and our respective agreements to perform the services described
herein) that (a) all information other than Projections (the “Information”) that has been or will
be made available to Credit Suisse or the Wachovia Parties by or on behalf of you or any of your
representatives is or will be, when furnished, complete and correct in all material respects and
does not or will not, when furnished, when taken as a whole, 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 materially misleading in light of the circumstances under which such statements are
made and (b) the Projections that have been or will be made available to Credit Suisse and/or the
Wachovia Parties by or on behalf of you or any of your representatives have been or will be
prepared in good faith based upon accounting principles consistent with the audited historical
financial statements of the Company and upon assumptions that are reasonable at the time made and
at the time the related Projections are made available to Credit Suisse or the Wachovia Parties.
You agree that if at any time prior to the Closing Date any of the representations in the preceding
sentence would be incorrect if the Information and Projections were being furnished, and such
representations were being made, at such time, then you will promptly supplement the Information
and the Projections so that such representations will be correct under those circumstances. In
arranging and syndicating the Facilities, we will be entitled to use and rely primarily on the
Information and the Projections without responsibility for independent verification thereof.



5. Fees.




     As consideration for Credit Suisse’s and Wachovia Bank’s commitments hereunder and CS’s, CS
Securities’, Wachovia Bank’s and Wachovia Securities’ agreements to perform the services described
herein, you agree to pay (or to cause the Borrower to pay) to CS, CS Securities, Wachovia Bank and
Wachovia Securities the fees set forth in this Commitment Letter and in (a) the fee letter dated
the date



					
	 	 	 	 	 
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hereof with respect to the Facilities among CS, CS Securities, Wachovia Bank and Wachovia
Securities, and (b) the administrative agent’s fee letter dated the date hereof between Credit
Suisse and you (collectively, the “Fee Letter”).




6. Conditions Precedent.




     Credit Suisse’s and Wachovia Bank’s commitments hereunder, and our respective agreements to
perform the services described herein, are subject to (a) our not having discovered or otherwise
having become aware of any information not previously disclosed to us that we believe to be
inconsistent in a material and adverse manner with our understanding, based on the information
provided to us prior to the date hereof, of (i) the business, assets, liabilities, operations,
condition (financial or otherwise), operating results or Projections of the Company and its
subsidiaries or the Borrower and its subsidiaries, or (ii) the Transactions, (b) there not having
occurred any event, change or condition since December 31, 2007 (the date of the most recent
audited financial statements of the Borrower or the Company delivered to Credit Suisse and the
Wachovia Parties as of the date hereof) that, individually or in the aggregate, has had, or could
reasonably be expected to have, a Company Material Adverse Effect (as defined in the Acquisition
Agreement), determined without regard to any exclusion from the term “Company Material Adverse
Effect” under clause (3) of such definition as a result of any consent or instructions of or from
the Borrower or any affiliate of the Borrower, (c) our satisfaction that, prior to and during the
syndication of the Facilities, there shall be no other issues of debt securities or commercial bank
or other credit facilities of the Borrower, the Company or their respective subsidiaries being
announced, offered, placed or arranged, (d) the negotiation, execution and delivery of definitive
documentation with respect to the Facilities on the terms and conditions set forth in this
Commitment Letter and otherwise satisfactory to CS, CS Securities, Wachovia Bank, Wachovia
Securities and their counsel, (e) your compliance with the terms of this Commitment Letter and the
Fee Letter, and (f) the other conditions set forth or referred to in the Term Sheet and the other
exhibits hereto.



7. Indemnification; Expenses.




     You agree (a) to indemnify and hold harmless Credit Suisse, the Wachovia Parties and their
respective officers, directors, employees, agents, advisors, controlling persons, members and
successors and assigns (each, an “Indemnified Person”) from and against any and all losses, claims,
damages, liabilities and expenses, joint or several, to which any such Indemnified Person may
become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the
Transactions, the Facilities or any related transaction or any claim, litigation, investigation or
proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a
party thereto (and regardless of whether such matter is initiated by a third party or by the
Borrower, the Company or any of their respective affiliates), and to reimburse each such
Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection
with investigating or defending any of the foregoing, provided that the foregoing indemnity will
not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related
expenses to the extent they are found in a final, non-appealable judgment of a court of competent
jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified
Person, and (b) to reimburse Credit Suisse and the Wachovia Parties from time to time, upon
presentation of a summary statement, for all reasonable out-of-pocket expenses (including but not
limited to expenses of Credit Suisse’s and the Wachovia Parties’ due diligence investigation,
consultants’ fees, syndication expenses, travel expenses and fees, disbursements and other charges
of counsel), in each case incurred in connection with the Facilities and the preparation,
negotiation and enforcement of this Commitment Letter, the Fee Letter, the definitive documentation
for the Facilities and any ancillary documents and security arrangements in connection therewith.
Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be
liable for any indirect, special, punitive or consequential damages in connection with its
activities related to the Facilities.



					
	 	 	 	 	 
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8. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.




     You acknowledge that each of Credit Suisse and the Wachovia Parties 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 otherwise. We will not furnish confidential information obtained from you by
virtue of the transactions contemplated by this Commitment Letter or our other relationships with
you to other companies. You also acknowledge that we do not have any obligation to use in
connection with the transactions contemplated by this Commitment Letter, or to furnish to you,
confidential information obtained by us from other companies.



     You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship
between you and Credit Suisse or the Wachovia Parties is intended to be or has been created in
respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether
Credit Suisse or any of the Wachovia Parties has advised or is advising you on other matters, (b)
each of Credit Suisse and the Wachovia Parties, on the one hand, and you, on the other hand, have
an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you
rely on, any fiduciary duty on the part of Credit Suisse or the Wachovia Parties, (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 each of Credit Suisse and the Wachovia Parties is engaged in a broad range of transactions
that may involve interests that differ from your interests and that neither Credit Suisse nor the
Wachovia Parties 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 Credit Suisse and/or the Wachovia Parties for breach of
fiduciary duty or alleged breach of fiduciary duty and agree that neither Credit Suisse nor the
Wachovia Parties 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. Additionally, you acknowledge and agree
that neither Credit Suisse nor the Wachovia Parties is advising you as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own
advisors concerning such matters and shall be responsible for making your own independent
investigation and appraisal of the transactions contemplated hereby, and neither Credit Suisse nor
the Wachovia Parties shall have any responsibility or liability to you with respect thereto. Any
review by Credit Suisse or the Wachovia Parties of the Borrower, the Company, the Transactions, the
other transactions contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of Credit Suisse or the Wachovia Parties, as applicable, and shall
not be on behalf of you or any of your affiliates.



     You further acknowledge that each of Credit Suisse and the Wachovia Parties 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, each of
Credit Suisse and the Wachovia Parties may provide investment banking and other financial services
to, and/or acquire, hold or sell, for its own account and the accounts of customers, equity, debt
and other securities and financial instruments (including bank loans and other obligations) of,
you, the Company and other companies with which you or the Company may have commercial or other
relationships. With respect to any securities and/or financial instruments so held by Credit
Suisse, the Wachovia Parties 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.



					
	 	 	 	 	 
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9. Assignments; Amendments; Governing Law; Etc.




     This Commitment Letter shall not be assignable by you without the prior written consent of CS,
CS Securities, Wachovia Bank and Wachovia Securities (and any attempted assignment without such
consent shall be null and void), is intended to be solely for the benefit of the parties hereto
(and Indemnified Persons) and is not intended to confer any benefits upon, or create any rights in
favor of, any person other than the parties hereto (and Indemnified Persons). Each of Credit
Suisse and Wachovia Bank may assign its commitment hereunder to one or more prospective Lenders,
whereupon Credit Suisse or Wachovia Bank, as applicable, shall be released from the portion of its
commitment hereunder so assigned. Any and all obligations of, and services to be provided by,
Credit Suisse, CS, CS Securities, Wachovia Bank or Wachovia Securities hereunder (including,
without limitation, Credit Suisse’s and Wachovia Bank’s commitments) may be performed and any and
all rights of CS, CS Securities, Wachovia Bank or Wachovia Securities hereunder may be exercised by
or through any of their respective affiliates or branches. This Commitment Letter may not be
amended or any provision hereof waived or modified except by an instrument in writing signed by CS,
CS Securities, Wachovia Bank, Wachovia Securities and you. This Commitment Letter may be executed
in any number of counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one agreement. Delivery of an executed counterpart of a signature page
of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. Section headings used herein are for convenience of reference only,
are not part of this Commitment Letter and are not to affect the construction of, or to be taken
into consideration in interpreting, this Commitment Letter. You acknowledge that information and
documents relating to the Facilities may be transmitted through SyndTrak, Intralinks, the internet,
e-mail, or similar electronic transmission systems, and that neither Credit Suisse nor the Wachovia
Parties shall be liable for any damages arising from the unauthorized use by others of information
or documents transmitted in such manner. Each of Credit Suisse and the Wachovia Parties may place
advertisements in financial and other newspapers and periodicals or on a home page or similar place
for dissemination of information on the Internet or worldwide web as it may choose, and circulate
similar promotional materials, after the closing of the Transactions in the form of a “tombstone”
or otherwise describing the names of you, the Borrower and your and their respective affiliates (or
any of them), and the amount, type and closing date of such Transactions, all at the expense of
Credit Suisse or the Wachovia Parties, as the case may be. This Commitment Letter and the Fee
Letter supersede all prior understandings, whether written or oral, between us with respect to the
Facilities. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



10. Jurisdiction.




     Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and
its property, to the exclusive jurisdiction of the New York State courts and the Federal courts of
the United States of America sitting in New York City, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or
the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such
action or proceeding shall be heard and determined only in such New York State courts or, to the
extent permitted by law, in such Federal courts, (b) waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter
or the transactions contemplated hereby or thereby in any New York State court or in any such
Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Service of any
process, summons, notice or document by registered mail addressed to you at the address above



					
	 	 	 	 	 
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shall be effective service of process against you for any suit, action or proceeding brought
in any such court.




11. Waiver of Jury Trial.




     EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF
THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.



12. Confidentiality.




     This Commitment Letter is delivered to you on the understanding that neither this Commitment
Letter nor the Fee Letter nor any of their terms or substance, nor the activities of Credit Suisse
and/or the Wachovia Parties pursuant hereto, shall be disclosed, directly or indirectly, to any
other person except (a) to your officers, directors, employees, attorneys, accountants and advisors
on a confidential and need-to-know basis or (b) as required by applicable law or compulsory legal
process (in which case you agree to inform us promptly thereof prior to such disclosure); provided
that you may disclose this Commitment Letter and the contents hereof (but not the Fee Letter or the
contents thereof) to the Company and its officers, directors, employees, attorneys, accountants and
advisors on a confidential and need-to-know basis.



     Notwithstanding anything herein to the contrary, any party to this Commitment Letter (and any
employee, representative or other agent of such party) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions contemplated by
this Commitment Letter and the Fee Letter and all materials of any kind (including opinions or
other tax analyses) that are provided to it relating to such tax treatment and tax structure,
except that (i) tax treatment and tax structure shall not include the identity of any existing or
future party (or any affiliate of such party) to this Commitment Letter or the Fee Letter, and (ii)
no party shall disclose any information relating to such tax treatment and tax structure to the
extent nondisclosure is reasonably necessary in order to comply with applicable securities laws.
For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and
the Fee Letter is the purported or claimed U.S. Federal income tax treatment of such transactions
and the tax structure of such transactions is any fact that may be relevant to understanding the
purported or claimed U.S. Federal income tax treatment of such transactions.



13. Surviving Provisions.




     The compensation, reimbursement, indemnification, confidentiality, syndication, jurisdiction,
governing law and waiver of jury trial provisions contained herein and in the Fee Letter shall
remain in full force and effect regardless of whether definitive financing documentation shall be
executed and delivered and (other than in the case of the syndication provisions) notwithstanding
the termination of this Commitment Letter or Credit Suisse’s and Wachovia Bank’s commitments and
CS’s, CS Securities’, Wachovia Bank’s and Wachovia Securities’ agreements to perform the services
described herein.



14. PATRIOT Act Notification.




     Each of Credit Suisse and the Wachovia Parties hereby notifies 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”), Credit Suisse, the Wachovia Parties and each Lender are required to obtain,
verify



					
	 	 	 	 	 
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and record information that identifies the Borrower, which information includes the name,
address, tax identification number and other information regarding the Borrower that will allow
Credit Suisse, the Wachovia Parties or such Lender to identify the Borrower in accordance with the
PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is
effective as to Credit Suisse, the Wachovia Parties and each Lender. You hereby acknowledge and
agree that Credit Suisse and the Wachovia Parties shall be permitted to share any or all such
information with the Lenders.




15. Acceptance and Termination.




     If the foregoing correctly sets forth our agreement with you, please indicate your acceptance
of the terms of this Commitment Letter and of the Fee Letter by returning to CS Securities executed
counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on August
11, 2008. Each of Credit Suisse’s and Wachovia Bank’s offer hereunder, and CS’s, CS Securities’,
Wachovia Bank’s and Wachovia Securities’ agreements to perform the services described herein, will
expire automatically and without further action or notice and without further obligation to you at
such time in the event that Credit Suisse and the Wachovia Parties have not received such executed
counterparts in accordance with the immediately preceding sentence. This Commitment Letter will
become a binding commitment on Credit Suisse and the Wachovia Parties only after it has been duly
executed and delivered by you in accordance with the first sentence of this Section 15. In the
event that the Closing Date does not occur on or before the earliest of (a) the date of
consummation of the Acquisition, (b) the date of termination of the Acquisition Agreement and (c)
5:00 p.m., New York City time, on November 26, 2008, then this Commitment Letter and each of Credit
Suisse’s and Wachovia Bank’s commitments hereunder, and CS’s, CS Securities’, Wachovia Bank’s and
Wachovia Securities’ agreements to perform the services described herein, shall automatically
terminate without further action or notice and without further obligation to you unless Credit
Suisse and the Wachovia Parties shall, in their discretion, agree to an extension.



[Remainder of this page intentionally left blank]




					
	 	 	 	 	 
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     We are pleased to have been given the opportunity to assist you in connection with the
financing for the Acquisition.



Very truly yours,




	 	 	 	 	 
	 	CREDIT SUISSE SECURITIES (USA) LLC

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA CAPITAL MARKETS, LLC

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	 	 	 	 
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Accepted and agreed to as of

the date first above written:




JDA SOFTWARE GROUP, INC.




	 	 	 	 	 
	By

	 	 

Name:
	 	 
	 

	 	Title:	 	 






					
	 	 	 	 	 
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	CONFIDENTIAL	 	 	 	 
	August 10, 2008
	 	 	 	EXHIBIT A






PROJECT IGLOO

$450,000,000 Senior Secured Credit Facilities

Summary of Principal Terms and Conditions




	 	 	 	 	 
	Borrower:

	 	 	 	JDA SOFTWARE GROUP, INC., a Delaware corporation (the “Borrower”),
which will form a new entity (“Merger Sub”) to consummate the
merger described below. As a result of such merger, Merger Sub
will be merged with and into a Delaware corporation with the code
name “Igloo” (the “Company”), and the surviving company of such
merger will be a wholly-owned subsidiary of the Borrower.
	 
	 	 	 	 
	Transactions:

	 	 	 	The Borrower intends to acquire (the “Acquisition”) all the equity
interests in the Company pursuant to an agreement and plan of
merger (the “Acquisition Agreement”) to be entered into among
Merger Sub, the Borrower and the Company. In connection with the
Acquisition, (a) Merger Sub will be merged with and into the
Company, with the surviving company of such merger being a
wholly-owned subsidiary of the Borrower, with the current
shareholders of the Company receiving an aggregate amount of
$348,000,000 in cash (the “Acquisition Consideration”), (b) the
Borrower will obtain the senior secured credit facilities
described below and refinance certain existing indebtedness of the
Borrower and its subsidiaries, including the redemption or
repurchase and retirement of up to 100% of the Company’s 5% Senior
Convertible Notes due 2015 (the “Existing Notes”) issued under the
Indenture dated as of November 23, 2005 (the “Existing
Indenture”), with JPMorgan Chase Bank, National Association, as
Trustee, (c) on or before the Closing Date, (i) the Company will
enter into one or more consent and conversion agreements (each, a
“Consent and Conversion Agreement”) with holders of not less than
66% in aggregate principal amount of the Existing Notes, pursuant
to which, among other things, such holders shall (A) consent to an
amendment to the Existing Indenture pursuant to a supplemental
indenture (the “Supplemental Indenture”) for the purpose of
removing covenants under the Existing Indenture and (B) agree to
tender all of the Existing Notes held by them within 30 trading
days following the Closing Date, and (ii) the Company shall cause
the Supplemental Indenture to become effective, and (d)






					
	 	 	 	 	 
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	 	 	 	the
Borrower will pay fees and expenses incurred in connection with
the foregoing in an aggregate amount of approximately $45,000,000
(the “Transaction Costs”) will be paid. The transactions
described in this paragraph are collectively referred to herein as
the “Transactions”.
	 
	 	 	 	 
	Agent:

	 	 	 	Credit Suisse, acting through one or more of its branches or
affiliates (“CS”), will act as sole administrative agent and
collateral agent (collectively, in such capacities, the “Agent”)
for a syndicate of banks, financial institutions and other
institutional lenders (together with CS and Wachovia Bank,
National Association, the “Lenders”), and will perform the duties
customarily associated with such roles.
	 
	 	 	 	 
	Joint Bookrunners and Joint Lead
Arrangers:

	 	 	 	Credit Suisse Securities (USA) LLC and Wachovia Capital Markets,
LLC will act as joint bookrunners and joint lead arrangers for the
Facilities described below (collectively, in such capacities, the
“Arrangers”), and will perform the duties customarily associated
with such roles.
	 
	 	 	 	 
	Syndication Agent:

	 	 	 	Wachovia Capital Markets, LLC will act as syndication agent for
the Lenders (in such capacity, the “Syndication Agent”).
	 
	 	 	 	 
	Documentation Agent:

	 	 	 	At the option of the Arrangers, one or more financial institutions
identified by the Arrangers and acceptable to the Borrower (in
such capacity, the “Documentation Agent”).
	 
	 	 	 	 
	Facilities:

	 	(A)
	 	A senior secured term loan facility in an aggregate principal
amount of up to $425,000,000 (the “Term Facility”).
	 
	 	 	 	 
	 

	 	(B)
	 	A senior secured revolving credit facility in an aggregate
principal amount of up to $25,000,000 (the “Revolving Facility”
and, together with the Term Facility, the “Facilities”), of which
an aggregate amount to be agreed upon will be available through a
subfacility for issuance of letters of credit.
	 
	 	 	 	 
	 

	 	 	 	In connection with the Revolving Facility, CS (in such capacity,
the “Swingline Lender”) will make available to the Borrower a
swingline facility under which the Borrower may obtain short-term
borrowings of up to an aggregate amount to be agreed upon. Except
for purposes of calculating the Commitment Fee described in Annex
I hereto, any such swingline borrowings will






					
	 	 	 	 	 
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	 	 	 	reduce availability
under the Revolving Facility on a dollar-for-dollar basis. Each
Lender under the Revolving Facility shall, promptly upon request
by the Swingline Lender, fund to the Swingline Lender its pro rata
share of any swingline borrowings.
	 
	 	 	 	 
	Purpose:

	 	(A)
	 	The proceeds of the Term Facility will be used by the Borrower, on
the date of the initial borrowing under the Facilities (the
“Closing Date”), solely (a) to redeem or repurchase and retire any
Existing Notes required to be redeemed or repurchased on the
Closing Date, (b) to fund a cash collateral account with a bank
and on terms satisfactory to the Agent (the “Cash Collateral
Account”) in an aggregate amount not less than the aggregate
amount of the Existing Notes that are not redeemed or repurchased
on the Closing Date, (c) to pay the Acquisition Consideration, (d)
to refinance certain other existing indebtedness of the Borrower
and its subsidiaries outstanding as of the Closing Date and (e) to
pay the Transaction Costs. For a period of 60 days after the
Closing Date (such period being the “Redemption Period”), the
funds held in the Cash Collateral Account may be used by the
Borrower to redeem or repurchase and retire any Existing Notes
that were not redeemed or repurchased on the Closing Date. To the
extent not so used during the Redemption Period, the remaining
amount held in the Cash Collateral Account shall be applied to
prepay a portion of the loans outstanding under the Term Facility
at the end of such period.
	 
	 	 	 	 
	 

	 	(B)
	 	The proceeds of loans under the Revolving Facility will be used by
the Borrower solely for general corporate purposes.
	 
	 	 	 	 
	 

	 	(C)
	 	Letters of credit will be used solely to support payment
obligations incurred in the ordinary course of business by the
Borrower and its subsidiaries.
	 
	 	 	 	 
	Availability:

	 	(A)
	 	The full amount of the Term Facility must be drawn in a single
drawing on the Closing Date. Amounts borrowed under the Term
Facility that are repaid or prepaid may not be reborrowed.
	 
	 	 	 	 
	 

	 	(B)
	 	No loans under the Revolving Facility may be made on the Closing
Date except for loans drawn to pay the upfront fee described in
Annex I hereto. Thereafter, loans under the Revolving Facility
will be available at any time prior to the final maturity of the
Revolving Facility, in minimum principal amounts and upon notice
to be agreed upon. Amounts repaid under






					
	 	 	 	 	 
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	 	 	 	the Revolving Facility
may be reborrowed.
	 
	 	 	 	 
	Interest Rates and Fees:

	 	 	 	As set forth on Annex I hereto.






	 	 	 	 	 
	Default Rate:

	 	 	 	The applicable interest rate plus 2.0% per annum.
	 
	 	 	 	 
	Letters of Credit:

	 	 	 	Letters of credit under the Revolving Facility will be issued by
CS or another Lender acceptable to the Borrower and the Agent (the
“Issuing Bank”). Each letter of credit shall expire not later
than the earlier of (a) 12 months after its date of issuance and
(b) the fifth business day prior to the final maturity of the
Revolving Facility; provided, however, that any letter of credit
may provide for renewal thereof for additional periods of up to 12
months (which in no event shall extend beyond the date referred to
in clause (b) above).
	 
	 	 	 	 
	 
	 	 
	 	Drawings under any letter of credit shall be reimbursed by the
Borrower on the same business day. To the extent that the
Borrower does not reimburse the Issuing Bank on the same business
day, the Lenders under the Revolving Facility shall be irrevocably
obligated to reimburse the Issuing Bank pro rata based upon their
respective Revolving Facility commitments.
	 
	 
	 	 	 	The issuance of all letters of credit shall be subject to the
customary procedures of the Issuing Bank.

	 
	Final Maturity
and Amortization:

	 	(A)	 	Term Facility
	 
	 	 	 	 
	 

	 	 	 	The Term Facility will mature on the date that is 5 years after
the Closing Date, and will amortize in equal quarterly
installments during each year as follows:






	 	 	 	 	 
	Period after	 	% of Original Principal Amount
	Closing Date	 	of Term Facility to be Amortized
	1st Year
	 	 	7.5	 
	2nd Year
	 	 	7.5	 
	3rd Year
	 	 	10.0	 
	4th Year
	 	 	15.0	 
	5th Year
	 	 	60.0	 






	 	 	 	 	 
	 

	 	(B)
	 	Revolving Facility
	 
	 	 	 	 
	 

	 	 	 	The Revolving Facility will mature and the






					
	 	 	 	 	 
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5


	 	 	 	 	 
	 

	 	 	 	commitments thereunder
will terminate on the date that is 5 years after the Closing Date.
	 
	 	 	 	 
	Guarantees:

	 	 	 	All obligations of the Borrower under the Facilities and under any
interest rate protection or other hedging arrangements entered
into with the Agent, any Arranger, an entity that is a Lender at
the time of such transaction or any affiliate of any of the
foregoing (“Hedging Arrangements”) will be unconditionally
guaranteed (the “Guarantees”) by each existing and subsequently
acquired or organized domestic subsidiary of the Borrower (the
“Subsidiary Guarantors”).
	 
	 	 	 	 
	Security:

	 	 	 	The Facilities, the Guarantees and any Hedging Arrangements will
be secured by substantially all the assets of the Borrower and
each Subsidiary Guarantor, whether owned on the Closing Date or
thereafter acquired (collectively, the “Collateral”), including
but not limited to: (a) a perfected first-priority pledge of all
the equity interests held by the Borrower or any Subsidiary
Guarantor, except that with respect to any first-tier non-domestic
subsidiary such pledge shall be limited to 100% of the non-voting
equity interests (if any) and 66% of the voting equity interests
of such foreign subsidiary to the extent the pledge of any greater
percentage would result in adverse tax consequences to the
Borrower), and (b) perfected first-priority security interests in,
and mortgages on, substantially all other tangible and intangible
assets of the Borrower and each Subsidiary Guarantor (including
but not limited to accounts receivable, inventory, equipment,
general intangibles, investment property, intellectual property,
real property, cash, deposit and securities accounts (including
the Cash Collateral Account), commercial tort claims, letter of
credit rights, intercompany notes and proceeds of the foregoing),
except in each case for both clauses (a) and (b) those properties
and assets (including equity of first-tier non-domestic
subsidiaries) as to which the Agent shall determine in its sole
discretion that the costs of obtaining such security interest are
excessive in relation to the value of the security to be afforded
thereby (it being understood that none of the foregoing shall be
subject to any other liens or security interests, except for
certain customary exceptions to be agreed upon).
	 
	 	 	 	 
	 

	 	 	 	All the above-described pledges, security interests and mortgages
shall be created on terms, and pursuant to documentation,
satisfactory to the Lenders (including, in






					
	 	 	 	 	 
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	 	 	 	the case of real
property, the delivery of satisfactory title insurance and
surveys), and none of the Collateral shall be subject to any other
liens other than customary and limited exceptions to be agreed
upon.
	 
	 	 	 	 
	Mandatory Prepayments:

	 	 	 	Loans under the Term Facility shall be prepaid with (a) 75% of
Excess Cash Flow (to be defined), (b) 100% of the net cash
proceeds of all asset sales or other dispositions of property by
the Borrower and its subsidiaries (including proceeds from the
sale of equity interests in any subsidiary of the Borrower and
insurance and condemnation proceeds) (subject to exceptions and
reinvestment provisions to be agreed upon), (c) 100% of the net
cash proceeds of issuances, offerings or placements of debt
obligations of the Borrower and its subsidiaries (subject to
exceptions to be agreed), (d) 50% of the net cash proceeds of
issuances of equity securities of the Borrower and its
subsidiaries, (e) 100% of Extraordinary Receipts (to be defined),
and (f) 100% of any amounts remaining in the Cash Collateral
Account at the end of the Redemption Period.
	 
	 	 	 	 
	 

	 	 	 	The above-described mandatory prepayments shall be applied pro
rata to the remaining amortization payments under the Term
Facility.
	 
	 	 	 	 
	Voluntary Prepayments and
Reductions in Commitments:

	 	 	 	Voluntary reductions of the unutilized portion of the commitments
under the Facilities and prepayments of borrowings thereunder will
be permitted at any time, in minimum principal amounts to be
agreed upon, without premium or penalty (except that in the event
of any prepayment of the Term Facility prior to the first
anniversary of the Closing Date, a premium of 1% of the principal
amount prepaid shall apply to such prepayment), subject to payment
of customary breakage costs in the case of a prepayment of
Adjusted LIBOR borrowings other than on the last day of the
relevant interest period. All voluntary prepayments of the Term
Facility will be applied pro rata to the remaining amortization
payments under the Term Facility.






					
	 	 	 	 	 
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7


	 	 	 	 	 
	Representations and Warranties:

	 	 	 	Usual for facilities and transactions of this type and others to
be reasonably specified by the Agent, including, without
limitation, corporate status; legal, valid and binding
documentation; no consents; accuracy of financial statements,
confidential information memorandum and other information; no
material adverse change; absence of undisclosed liabilities,
litigation and investigations; no violation of agreements or
instruments; compliance with laws (including ERISA, PATRIOT Act,
margin regulations, laws applicable to sanctioned persons and
environmental laws); payment of taxes; ownership of properties;
inapplicability of the Investment Company Act; solvency;
governmental approvals; labor matters; environmental and other
regulatory matters; validity, priority and perfection of security
interests in the Collateral; and treatment as senior debt under
all subordinated debt and as sole designated senior debt
thereunder.
	 
	 	 	 	 
	Conditions Precedent to Initial
Borrowing:

	 	 	 	Usual for facilities and transactions of this type and others to
be reasonably specified by the Agent, including, without
limitation, delivery of satisfactory legal opinions, corporate
documents and officers’ and public officials’ certifications;
first-priority perfected security interests in the Collateral
(free and clear of all liens, subject to customary and limited
exceptions to be agreed upon); receipt of satisfactory lien and
judgment searches; execution of the Guarantees, which shall be in
full force and effect; absence of defaults, prepayment events or
creation of liens under debt instruments or other agreements;
evidence of authority; payment of fees and expenses; evidence of
satisfactory insurance; and the applicable conditions precedent
set forth in Exhibit B to the Commitment Letter.
	 
	 	 	 	 
	Conditions Precedent to all
Borrowings:

	 	 	 	Delivery of notice, accuracy of representations and warranties,
absence of defaults and delivery of information reasonably
requested by the Agent.
	 
	 	 	 	 
	Affirmative Covenants:

	 	 	 	Usual for facilities and transactions of this type and others to
be reasonably specified by the Agent (to be applicable to the
Borrower and its subsidiaries), including, without limitation,
maintenance of corporate existence and rights; performance of
obligations; delivery of financial statements and other
information, including information required under the PATRIOT Act;
delivery of notices of default, litigation, ERISA events and
material adverse change; maintenance of properties in good working
order;






					
	 	 	 	 	 
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	 	 	 	maintenance of satisfactory insurance; use of commercially
reasonable efforts to maintain a corporate rating and a corporate
family rating, respectively (each, a “Corporate Rating”), and a
rating of each of the Facilities by each of Standard & Poor’s
Ratings Service (“S&P”) and Moody’s Investors Service, Inc.
(“Moody’s”); compliance with laws; inspection of books and
properties; hedging arrangements satisfactory to the Agent;
further assurances; and payment of taxes.
	 
	 	 	 	 
	Negative Covenants:

	 	 	 	Usual for facilities and transactions of this type and others to
be reasonably specified by the Agent (to be applicable to the
Borrower and its subsidiaries), including, without limitation,
limitations on dividends on, and redemptions and repurchases of,
equity interests and other restricted payments; limitations on
prepayments, redemptions and repurchases of debt (other than loans
under the Facilities and repurchases of the Company’s existing
preferred stock and existing senior notes in connection with the
transactions contemplated hereby); limitations on liens and
sale-leaseback transactions; limitations on loans and investments;
limitations on debt, guarantees and hedging arrangements;
limitations on mergers, acquisitions and asset sales; limitations
on transactions with affiliates; limitations on changes in
business conducted by the Borrower and its subsidiaries;
limitations on restrictions on ability of subsidiaries to pay
dividends or make distributions; and limitations on amendments of
debt and other material agreements.
	 
	 	 	 	 
	Financial Covenants:

	 	 	 	Usual for facilities and transactions of this type (with financial
definitions, levels and test periods to be agreed upon),
including, without limitation: (a) maximum ratios of Total Debt
to EBITDA; (b) minimum interest coverage ratios; and (c) maximum
capital expenditures.
	 
	 	 	 	 
	Events of Default:

	 	 	 	Usual for facilities and transactions of this type and others to
be reasonably specified by the Agent (to be applicable to the
Borrower and its subsidiaries and subject, where appropriate, to
thresholds and grace periods to be agreed upon), including,
without limitation, nonpayment of principal, interest or other
amounts; violation of covenants; incorrectness of representations
and warranties in any material respect; cross default and cross
acceleration; bankruptcy; material judgments; ERISA events; actual
or asserted invalidity of Guarantees or security documents; and
Change of Control (to be defined).






					
	 	 	 	 	 
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9


	 	 	 	 	 
	Voting:

	 	 	 	Amendments and waivers of the definitive credit documentation will
require the approval of Lenders holding more than 50% of the
aggregate amount of the loans and commitments under the Facilities
(with certain amendments and waivers also requiring class votes),
except that (x) the approval of Lenders holding at least
662/3% of
the aggregate amount of the loans and commitments under the
Facilities will be required for amendments and waivers of the
Change of Control provisions and (y) the consent of each Lender
shall be required with respect to, among other things, any
amendment that (a) increases the commitment of such Lender, (b)
reduces principal, interest or fees payable to such Lender, (c)
extends the final maturity or scheduled amortization of the loans
or commitments of such Lender or (d) releases all or substantially
all of the value of the Guarantees or all or substantially all of
the Collateral.
	 
	 	 	 	 
	Cost and Yield Protection:

	 	 	 	Usual for facilities and transactions of this type, including
customary tax gross-up provisions.
	 
	 	 	 	 
	Assignments and Participations:

	 	 	 	The Lenders will be permitted to assign (a) loans under the Term
Facility without the consent of (but with notice to) the Borrower
and (b) loans and commitments under the Revolving Facility with
the consent of the Borrower, the Swingline Lender and the Issuing
Bank, in each case not to be unreasonably withheld or delayed;
provided that such consent of the Borrower shall not be required
(i) if such assignment is made to another Lender under the
Revolving Facility or an affiliate or approved fund of any such
Lender, (ii) during the primary syndication of the loans and
commitments under the Facilities to persons identified by the
Agent to the Borrower on or prior to the Closing Date, or (iii)
after the occurrence and during the continuance of an event of
default. All assignments will also require the consent of the
Agent, not to be unreasonably withheld or delayed. Each
assignment will be in an amount of an integral multiple of
$1,000,000. Assignments will be by novation and will not be
required to be pro rata between the Facilities.
	 
	 	 	 	 
	 

	 	 	 	The Lenders will be permitted to sell participations in loans and
commitments without restriction. Voting rights of participants
shall be limited to matters in respect of (a) increases in
commitments of such participant, (b) reductions of principal,
interest or fees payable to such participant, (c) extensions of
final maturity or scheduled amortization of the loans or
commitments in which such participant participates,






					
	 	 	 	 	 
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	 	 	 	and (d)
releases of all or substantially all of the value of the
Guarantees or all or substantially all of the Collateral.
	 
	 	 	 	 
	Expenses and Indemnification:

	 	 	 	The Borrower will indemnify the Arrangers, the Agent, the
Syndication Agent, the Documentation Agent, the Lenders, the
Issuing Bank, the Swingline Lender, their respective affiliates,
successors and assigns and the officers, directors, employees,
agents, advisors, controlling persons and members of each of the
foregoing (each an “Indemnified Person”) and hold them harmless
from and against all costs, expenses (including reasonable fees,
disbursements and other charges of counsel) and liabilities of
such Indemnified Person arising out of or relating to any claim or
any litigation or other proceeding (regardless of whether such
Indemnified Person is a party thereto and regardless of whether
such matter is initiated by a third party or by the Borrower, the
Company or any of their respective affiliates) that relates to the
Transactions, including the financing contemplated hereby, the
Acquisition or any transactions in connection therewith, provided
that no Indemnified Person will be indemnified for any cost,
expense or liability to the extent determined in the final,
non-appealable judgment of a court of competent jurisdiction to
have resulted from its gross negligence or willful misconduct. In
addition, all out-of-pocket expenses (including, without
limitation, fees, disbursements and other charges of counsel) of
the Arrangers, the Agent, the Syndication Agent, the Documentation
Agent, the Issuing Bank, the Swingline Lender and the Lenders for
enforcement costs and documentary taxes associated with the
Facilities will be paid by the Borrower.
	 
	 	 	 	 
	Governing Law and Forum:

	 	 	 	New York.
	 
	 	 	 	 
	Counsel to Agent and Arrangers:

	 	 	 	Shearman & Sterling LLP.






					
	 	 	 	 	 
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ANNEX I

TO EXHIBIT A




	 	 	 	 	 
	Interest Rates:

	 	 	 	The interest rates under the Facilities will be as follows:
	 
	 	 	 	 
	 

	 	 	 	Revolving Facility
	 
	 	 	 	 
	 

	 	 	 	At the option of the Borrower, (a) the sum of (i) the
greater of 3.25% and Adjusted LIBOR and (ii) 4.75% or (b)
the sum of (i) the greater of 4.25% and ABR plus 3.75%.
	 
	 	 	 	 
	 

	 	 	 	Term Facility
	 
	 	 	 	 
	 

	 	 	 	At the option of the Borrower, (a) the sum of (i) the
greater of 3.25% and Adjusted LIBOR and (ii) 4.75% or (b)
the sum of (i) the greater of 4.25% and ABR plus 3.75%.
	 
	 	 	 	 
	 

	 	 	 	All Facilities
	 
	 	 	 	 
	 

	 	 	 	The Borrower may elect interest periods of 1, 2, 3, 6 or,
with the consent of all applicable Lenders, 9 or 12 months
for Adjusted LIBOR borrowings.
	 
	 	 	 	 
	 

	 	 	 	Calculation of interest shall be on the basis of the
actual days elapsed in a year of 360 days (or 365 or 366
days, as the case may be, in the case of ABR loans based
on the Prime Rate) and interest shall be payable at the
end of each interest period and, in any event, at least
every three months.
	 
	 	 	 	 
	 

	 	 	 	ABR is the Alternate Base Rate, which is the higher of
CS’s Prime Rate and the Federal Funds Effective Rate plus
1/2 of 1.0%.
	 
	 	 	 	 
	 

	 	 	 	Adjusted LIBOR will at all times include statutory
reserves.
	 
	 	 	 	 
	 

	 	 	 	The spreads specified above over ABR or Adjusted LIBOR are
referred to as “Interest Rate Margins”.
	 
	Letter of Credit Fee:

	 	 	 	A per annum fee equal to the spread over Adjusted LIBOR
under the Revolving Facility will accrue on the aggregate
face amount of outstanding letters of credit under the
Revolving Facility, payable in arrears at the end of each
quarter and upon the termination of the Revolving
Facility, in each case for the actual number of days
elapsed over a 360-day year. Such fees shall be
distributed to the Lenders participating in the Revolving
Facility pro rata in accordance with the amount of each
such Lender’s Revolving Facility commitment. In addition,
the Borrower shall pay to the Issuing Bank, for its own
account, (a) a fronting fee equal to a percentage per
annum to be agreed upon of the aggregate






					
	 	 	 	 	 
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	 	face amount of
outstanding letters of credit, payable in arrears at the
end of each quarter and upon the termination of the
Revolving Facility, calculated based upon the actual
number of days elapsed over a 360-day year, and
(b) customary issuance and administration fees.
	 
	 	 	 	 
	Commitment Fees:

	 	 	 	0.75% per annum on the undrawn portion of the commitments
in respect of the Facilities, payable quarterly in arrears
after the Closing Date and upon the termination of the
commitments, calculated based on the number of days
elapsed in a 360-day year. For the purpose of computing
such fee, borrowings under any swingline facility shall
not be deemed to be amounts drawn under the Revolving
Facility.
	 
	 	 	 	 
	Original Issue Discount/Upfront Fee:

	 	 	 	On the Closing Date, the Term Facility will be issued at a
3% original issue discount and an upfront fee of 3% of the
Revolving Facility will be payable to the lenders under
the Revolving Facility (such upfront fee may be funded
under the Revolving Credit Facility on the Closing Date).






					
	 	 	 	 	 
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EXHIBIT B




PROJECT IGLOO

$450,000,000 Senior Secured Credit Facilities

Summary of Additional Conditions Precedent*




     Except as otherwise set forth below, the initial borrowing under each of the Facilities shall
be subject to the following additional conditions precedent:



     1. The Acquisition and the other Transactions shall be consummated simultaneously with the
closings under the Facilities in accordance with applicable law and on the terms, and subject to
the conditions, described in the Term Sheet and in the Acquisition Agreement, in each case without
any waiver or modification of such terms and conditions or any consent or determination thereunder
by the Borrower unless consented to by the Agent; the Acquisition Agreement (including all exhibits
and schedules thereto) and all other related documentation shall be satisfactory to the Agent; the
terms of each Consent and Conversion Agreement (including, without limitation, the terms of the
amendment to the Existing Indenture proposed to be implemented thereby) shall be satisfactory to
the Agent (it being understood that the Consent and Conversion Agreement dated the date hereof, a
copy of which has been provided to the Agent, is satisfactory to the Agent); the terms of each
Consent and Conversion Agreement and the Supplemental Indenture shall be satisfactory to the Agent
(and shall contain such terms, conditions and provisions and, in the case of the Supplemental
Indenture, shall delete such covenants, as the Agent may require); and the Agent shall be satisfied
with the capitalization, structure and equity ownership of the Borrower after giving effect to the
Transactions.



     2. All amounts due or outstanding in respect of any indebtedness of the Borrower and its
subsidiaries or the Company and its subsidiaries (other than the loans and other extensions of
credit under the Facilities, any Existing Notes that are not redeemed or repurchased on the Closing
Date and other limited indebtedness approved by the Agent (collectively, “Permitted Indebtedness”))
shall have been (or substantially simultaneously with the closing under the Facilities shall be)
paid in full, all commitments (if any) in respect thereof terminated and all guarantees (if any)
thereof and security (if any) therefor discharged and released. After giving effect to the
Transactions and the other transactions contemplated hereby, the Borrower and its subsidiaries
shall have outstanding no indebtedness or preferred stock other than Permitted Indebtedness.



     3. Holders of not less than 66% in aggregate principal amount of the Existing Notes shall have
entered into one or more Consent and Conversion Agreements satisfactory to Agent (it being
understood that the Consent and Conversion Agreement dated the date hereof, a copy of which has
been provided to the Agent, is satisfactory to the Agent), such Consent and Conversion Agreements
shall remain in full force and effect and no default by any such holder shall exist thereunder, and
the Supplemental Indenture shall have become effective.



     4. The Agent shall have received (a) U.S. GAAP audited consolidated balance sheets and related
statements of income, stockholders’ equity and cash flows of the Company for the fiscal years ended
December 31, 2007 and December 31, 2006 and (b) U.S. GAAP unaudited consolidated balance sheets and
related statements of income, stockholders’ equity and cash flows of the Company for (i) each





 




			
	*	 	All capitalized terms used but not defined herein have
the meanings given to them in the Commitment Letter to which this Exhibit C is
attached, including Exhibit A thereto.





					
	 	 	 	 	 
	NYDOCS03/866084
	 	Project Igloo Commitment Letter
	 	 












 



2

subsequent fiscal quarter ended 30 days or more before the Closing Date and (ii) each fiscal
month after the most recent fiscal quarter for which financial statements were received by the
Agent as described above and ended 30 days or more before the Closing Date, which financial
statements shall not be materially inconsistent with the financial statements or forecasts
previously provided to the Agent.




     5. The Agent shall have received a pro forma consolidated balance sheet and related pro forma
consolidated statements of income and cash flows of the Borrower as of and for the twelve-month
period ending on the last day of the most recently completed four-fiscal quarter period, prepared
after giving effect to the Transactions as if the Transactions had occurred as of such date (in the
case of such balance sheet) or at the beginning of such period (in the case of such other financial
statements), which financial statements shall not be materially inconsistent with the forecasts
previously provided to the Agent.



     6. The Agent shall be satisfied that (a) the Borrower’s consolidated pro forma EBITDA for the
four-fiscal quarter period most recently ended prior to the Closing Date (with such adjustments in
form and substance satisfactory to the Agent, in each case, to give pro forma effect to the
Transactions as if they had occurred at the beginning of such four-fiscal quarter period) (such
consolidated pro forma EBITDA, “Pro Forma EBITDA”) shall not be less than $136,300,000 and (b) the
Borrower’s ratio of Total Debt (to be defined) on the Closing Date to Pro Forma EBITDA shall be no
more than 3.25 to 1.0.



     7. The Agent shall have received a certificate from the chief financial officer of the
Borrower certifying that the Borrower and its subsidiaries, on a consolidated basis after giving
effect to the Transactions and the other transactions contemplated hereby, are solvent.



     8. All requisite governmental authorities and third parties shall have approved or consented
to the Transactions and the other transactions contemplated hereby to the extent required, all
applicable appeal periods shall have expired and there shall be no litigation or governmental,
administrative or judicial action, actual or threatened, that could reasonably be expected to
restrain, prevent or impose burdensome conditions on the Transactions or the other transactions
contemplated hereby.



     9. The Agent shall have received, at least five business days prior to the Closing Date, all
documentation and other information required by regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT
Act.



     10. The Borrower shall have used commercially reasonable efforts to obtain on or before the
Closing Date corporate ratings from S&P and Moody’s, after giving effect to the Transactions.



     11. The Certificate of Designation for the Series B Convertible Preferred Stock (the “Series B
Preferred”) of the Borrower shall have been amended, in form and substance satisfactory to the
Agent, to provide that either (a) the date on which any holder of the Series B Preferred may demand
redemption of all or part of such holder’s shares of Series B Preferred shall be no earlier than a
date that is six months after the maturity date of the Facilities, as the same may be extended from
time to time, or any refinancings, restatements or replacements thereof, or (b) the Borrower shall
not be obligated to redeem any such Series B Preferred if and for so long as such redemption is
prohibited by the terms of the definitive credit documentation for the Facilities or any
refinancings, restatements or replacements thereof, in each case as amended, modified or
supplemented from time to time (and in no event shall the Borrower be obligated to pay any amount
in respect of the Series B Preferred, including dividends, in cash prior to the date on which the
Series B Preferred is permitted to be redeemed as provided above in this paragraph 11).
Notwithstanding the foregoing, in each of (a) and (b) of this paragraph 11, the Series



					
	 	 	 	 	 
	NYDOCS03/866084
	 	Project Igloo Commitment Letter
	 	 












 



3

B Preferred
shall be redeemable and Borrower shall not be prohibited from redeeming such shares of
Series B Preferred on and after September 6, 2017.




					
	 	 	 	 	 
	NYDOCS03/866084
	 	Project Igloo Commitment Letter