exv4w3






Exhibit 4.3




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 28, 2010, among i2
Technologies, Inc. and i2 Technologies US, Inc. (each, a “Guaranteeing Subsidiary”), each of which
is a subsidiary of JDA Software Group, Inc., a Delaware corporation (the “Company”), the Company,
the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National
Association, as trustee under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of December 10, 2009 providing for the issuance of 8.0% Senior Notes due
2014 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances each such Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each
such Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under
the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);
and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note
Guarantee and in the Indenture including but not limited to Article 10 thereof.



     4. No Recourse Against Others. No director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, will have any liability for any
obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.



     5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.




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     7. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.



     8. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for
or in respect of the recitals contained herein, all of which recitals are made solely by each
Guaranteeing Subsidiary and the Company.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



     Dated: January 28, 2010



	 	 	 	 	 
	 	I2 TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Lindsay L. Hoopes
 	 
	 	 	Name:  	Lindsay L. Hoopes 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	I2 TECHNOLOGIES US, INC.

 	 
	 	By:  	/s/ Lindsay L. Hoopes
 	 
	 	 	Name:  	Lindsay L. Hoopes 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	JDA SOFTWARE GROUP, INC.

 	 
	 	By:  	/s/ Hamish Brewer
 	 
	 	 	Name:  	Hamish Brewer 	 
	 	 	Title:  	President & CEO 	 
	 
	 	JDA WORLDWIDE, INC.

 	 
	 	By:  	/s/ Lindsay L. Hoopes
 	 
	 	 	Name:  	Lindsay L. Hoopes 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	JDA SOFTWARE, INC.

 	 
	 	By:  	/s/ Lindsay L. Hoopes
 	 
	 	 	Name:  	Lindsay L. Hoopes 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	MANUGISTICS GROUP, INC.

 	 
	 	By:  	/s/ Lindsay L. Hoopes
 	 
	 	 	Name:  	Lindsay L. Hoopes 	 
	 	 	Title:  	Vice President & Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MANUGISTICS, INC.

 	 
	 	By:  	/s/ Lindsay L. Hoopes
 	 
	 	 	Name:  	Lindsay L. Hoopes 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	MANUGISTICS HOLDINGS DELAWARE II, INC.

 	 
	 	By:  	/s/ Lindsay L. Hoopes
 	 
	 	 	Name:  	Lindsay L. Hoopes 	 
	 	 	Title:  	Vice President & Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President