**EXHIBIT 10.80**

REVOLVINGPROMISSORY NOTE
| $20,000,000 |   | Reston, Virginia      |
|-------------|--------|-----------------------|
|        |   | January 14, 2003 |

 

FOR VALUE RECEIVED, **MANUGISTICS GROUP, INC.**, a corporationorganized under the laws of the State of Delaware (the “Company”), **MANUGISTICS, INC.,** a corporation organized under the laws ofthe State of Delaware and **MANUGISTICS ATLANTA, INC.,**a corporation organized under the laws of the State of Delaware (each a “Borrower”and collectively, the “Borrowers”) jointly and severally promise to pay to theorder of SILICON VALLEY BANK, a California-chartered bank doing business inVirginia as “Silicon Valley East” (“Bank”), at such place as the holder hereofmay designate, in lawful money of the United States of America, the aggregateunpaid principal amount of all advances (“Advances”) made by Bank to anyBorrower in accordance with the terms and conditions of the Loan Agreementamong Borrowers and Bank of even date herewith (as amended from time to time(the “Loan Agreement”), up to a maximum principal amount of Twenty MillionDollars ($20,000,000) (“Principal Sum”), or so much thereof as may be advancedor readvanced and remains unpaid. Borrowers shall also pay interest on theaggregate unpaid principal amount of such Advances, as follows:

Commencingas of the date hereof and continuing until repayment in full of all sums duehereunder, the unpaid Principal Sum shall bear interest at the variable rate ofinterest, per annum, most recently announced by Bank as its “prime rate,”whether or not such announced rate is the lowest rate available from Bank (the “PrimeRate”), plus one half of one percent (.50%) per annum. The rate of interestcharged under this Note shall change immediately and contemporaneously with anychange in the Prime Rate. All interest payable under the terms of this Noteshall be calculated on the basis of a 360-day year and the actual numberof days elapsed.

Theunpaid Principal Sum, together with interest thereon at the rate or ratesprovided above, shall be payable as follows:

(a)           Interest only on the unpaid principalamount shall be due and payable monthly in arrears, commencing February 5,2003, and continuing on the fifth (5th) day of each calendar month thereafterto maturity; and

(b)           Unless sooner paid, the unpaidPrincipal Sum, together with interest accrued and unpaid thereon, shall be dueand payable in full on the Revolving Maturity Date.

Thefact that the balance hereunder may be reduced to zero from time to timepursuant to the Loan Agreement will not affect the continuing validity of thisNote or the Loan Agreement, and the balance may be increased to the PrincipalSum after any such reduction to zero.

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EachBorrower hereby represents, agrees and covenants that the Obligations evidencedhereby are deemed “Designated Senior Indebtedness” for purposes of that certainIndenture between the Company and State Street Bank and Trust Company dated October 20,2000, as the same may be amended, restated or otherwise modified from time totime.

ThisNote is the “Revolving Promissory Note” described in the Loan Agreement, towhich reference is hereby made for a more complete statement of the terms andconditions under which the Advances and Credit Extensions evidenced hereby aremade. This Note may be secured as provided in the Loan Agreement. Allcapitalized terms used herein and not otherwise defined shall have the meaningsgiven to such terms in the Loan Agreement.

EachBorrower irrevocably waives the right to direct the application of any and allpayments at any time hereafter received by Bank from or on behalf of anyBorrower and each Borrower irrevocably agrees that Bank shall have thecontinuing exclusive right to apply any and all such payments against the thendue and owing obligations of either Borrower as Bank may deem advisable. In theabsence of a specific determination by Bank with respect thereto, all paymentsshall be applied in the following order: (a) then due and payable fees andexpenses; (b) then due and payable interest payments and mandatoryprepayments; and (c) then due and payable principal payments and optionalprepayments.

Bankis hereby authorized by each Borrower to endorse on Bank’s books and recordseach Advance made by Bank under this Note and the amount of each payment orprepayment of principal of each such Advance received by Bank; it beingunderstood, however, that failure to make any such endorsement (or any error innotation) shall not affect the joint and several obligations of each Borrowerwith respect to Advances made hereunder, and payments of principal by anyBorrower shall be credited to Borrowers notwithstanding the failure to make anotation (or any errors in notation) thereof on such books and records.

Theoccurrence of any one or more of the following events shall constitute an eventof default (individually, an “Event of Default” and collectively, the “Eventsof Default”) under the terms of this Note:

(a)           The failure of either Borrower to payto Bank within three (3) Business Days of when due any and all amountspayable by either Borrower to Bank under the terms of this Note; or

(b)           The occurrence of an Event of Default(as defined therein) under the terms and conditions of any of the other LoanDocuments.

Uponthe occurrence of an Event of Default, at the option of Bank, all amountspayable by either Borrower to Bank under the terms of this Note shallimmediately become due and payable by Borrowers to Bank without notice to anyBorrower or any other Person, and Bank shall have all of the rights, powers,and remedies available under the terms of this Note, any of the other LoanDocuments and all applicable laws. Each Borrower and all endorsers, guarantors,

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and other partieswho may now or in the future be primarily or secondarily liable for the paymentof the indebtedness evidenced by this Note hereby severally waive presentment,protest and demand, notice of protest, notice of demand and of dishonor andnon-payment of this Note and expressly agree that this Note or any paymenthereunder may be extended from time to time without in any way affecting thejoint and several liability of Borrowers, guarantors and endorsers.

Untilsuch time as Bank is not committed to extend further credit to the Borrowersand all Obligations of the Borrowers to Bank have been indefeasibly paid infull in cash, and subject to and not in limitation of the provisions set forthin the next following paragraph below, no Borrower shall have any right ofsubrogation (whether contractual, arising under the bankruptcy code orotherwise), reimbursement or contribution from any Borrower or any guarantor,nor any right of recourse to its security for any of the debts and obligationsof any Borrower which are the subject of this Note. Except as otherwiseexpressly permitted by the Loan Agreement, any and all present and future debtsand obligations of any Borrower to any other Borrower are hereby subordinatedto the full payment and performance of all present and future debts andobligations to Bank under this Note and the Loan Agreement and the LoanDocuments, provided, however, notwithstanding anything set forth in this Noteto the contrary, prior to the occurrence of a payment default, the Borrowersshall be permitted to make payments on account of any of such present andfuture debts and obligations from time to time in accordance with the termsthereof.

EachBorrower further agrees that, if any payment made by any Borrower or any otherperson is applied to this Note and is at any time annulled, set aside,rescinded, invalidated, declared to be fraudulent or preferential or otherwiserequired to be refunded or repaid, or the proceeds of any property hereaftersecuring this Note is required to be returned by Bank to any Borrower, itsestate, trustee, receiver or any other party, including, without limitation,such Borrower, under any bankruptcy law, state or federal law, common law orequitable cause, then, to the extent of such payment or repayment, suchBorrower’s liability hereunder (and any lien, security interest or othercollateral securing such liability) shall be and remain in full force andeffect, as fully as if such payment had never been made, or, if prior theretoany such lien, security interest or other collateral hereafter securing suchBorrower’s liability hereunder shall have been released or terminated by virtueof such cancellation or surrender, this Note (and such lien, security interestor other collateral) shall be reinstated in full force and effect, and suchprior cancellation or surrender shall not diminish, release, discharge, impairor otherwise affect the obligations of such Borrower in respect of the amountof such payment (or any lien, security interest or other collateral securingsuch obligation).

TheJOINT AND SEVERAL obligations of each Borrower under this Note shall beabsolute, irrevocable and unconditional and shall remain in full force andeffect until the outstanding principal of and interest on this Note and allother Obligations or amounts due hereunder and under the Loan Agreement and theLoan Documents shall have been indefeasibly paid in full in cash in accordancewith the terms thereof and this Note shall have been canceled.

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TheBorrowers each shall be jointly and severally liable on the payment of theObligations as and when due and payable in accordance with the provisions ofthis Note, the Loan Agreement and the other Loan Documents. The term “Borrowers”when used in this Note shall include all of the Borrowers, individually andjointly, and Bank may (without notice to or consent of any or all of theBorrowers and with or without consideration) release, compromise, settle with,proceed against any or all of the Borrowers without affecting, impairing,lessening or releasing the obligations of the other Borrower hereunder.

EachBorrower promises to pay all costs and expense of collection of this Note andto pay all reasonable attorneys’ fees incurred in such collection, whether ornot there is a suit or action, or in any suit or action to collect this Note orin any appeal thereof. Each Borrower waives presentment, demand, protest,notice of protest, notice of dishonor, notice of nonpayment, and any and allother notices and demands in connection with the delivery, acceptance,performance default or enforcement of this Note, as well as any applicablestatutes of limitations. No delay by Bank in exercising  any power or right hereunder shall operate asa waiver of any power or right. Time is of the essence as to all obligationshereunder.

ThisNote is issued pursuant to the Loan Agreement, which shall govern the rightsand obligations of Borrowers with respect to all obligations hereunder.

EachBorrower acknowl­edges and agrees that this Note shall be governed by the lawsof the Commonwealth of Virginia, excluding conflicts of laws principles, eventhough for the conve­nience and at the request of Borrowers, this Note may beexecuted elsewhere.

EACHBORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURTOF COMPETENT JURISDICTION IN THE COMMONWEALTH OF VIRGINIA IN ANY ACTION, SUIT,OR PROCEEDING OF ANY KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THISAGREEMENT;  PROVIDED, HOWEVER, THAT IFFOR ANY REASON BANK CANNOT AVAIL ITSELF OF THE COURTS OF VIRGINIA, EACHBORROWER ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN SANTA CLARA COUNTY,CALIFORNIA. BORROWERS AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO AJURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OFTHE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDINGCONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAWOR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVERCONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACHPARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGALCOUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTSFOLLOWING CONSULTATION WITH LEGAL COUNSEL.

[SIGNATURES APPEARON THE FOLLOWING PAGE]

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INWITNESS WHEREOF, each Borrower has caused this Note to be executed under sealby its duly authorized officers as of the date first written above.
| WITNESS/ATTEST:       |   | MANUGISTICS GROUP, INC.   |
|-----------------------|--------|---------------------------|
|                  |   |                      |   |   |
|                  |   |                      |   |   |
| /s/Susan E.  Pendery  |   | By:                       |   | /s/ RaghavanRajaji                 (SEAL) |
|                  |   |                      |   | Name: Raghavan Rajaji |
|                  |   |                      |   | Title: Chief Financial Officer |
|                  |   |                      |   |   |
|                  |   |                      |   |   |
| WITNESS/ATTEST:       |   | MANUGISTICS, INC.         |
|                  |   |                      |   |   |
|                  |   |                      |   |   |
| /s/ Susan E.  Pendery |   | By:                       |   | /s/ Raghavan Rajaji                 (SEAL) |
|                  |   |                      |   | Name: Raghavan Rajaji |
|                  |   |                      |   | Title: Chief Financial Officer |
|                  |   |                      |   |   |
|                  |   |                      |   |   |
| WITNESS/ATTEST:       |   | MANUGISTICS ATLANTA, INC. |
|                  |   |                      |   |   |
|                  |   |                      |   |   |
| /s/ Susan E.  Pendery |   | By:                       |   | /s/ Raghavan Rajaji                 (SEAL) |
|                  |   |                      |   | Name: Raghavan Rajaji |
|                  |   |                      |   | Title: Chief Financial Officer |

 

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