EXHIBIT 10.80


REVOLVING
PROMISSORY NOTE


	
  $20,000,000

  	
   

  	
  Reston, Virginia

  
	
   

  	
   

  	
  January 14, 2003

  



 


FOR VALUE RECEIVED, MANUGISTICS GROUP, INC., a corporation
organized under the laws of the State of Delaware (the “Company”), MANUGISTICS, INC., a corporation organized under the laws of
the 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 the
order of SILICON VALLEY BANK, a California-chartered bank doing business in
Virginia as “Silicon Valley East” (“Bank”), at such place as the holder hereof
may designate, in lawful money of the United States of America, the aggregate
unpaid principal amount of all advances (“Advances”) made by Bank to any
Borrower in accordance with the terms and conditions of the Loan Agreement
among Borrowers and Bank of even date herewith (as amended from time to time
(the “Loan Agreement”), up to a maximum principal amount of Twenty Million
Dollars ($20,000,000) (“Principal Sum”), or so much thereof as may be advanced
or readvanced and remains unpaid. Borrowers shall also pay interest on the
aggregate unpaid principal amount of such Advances, as follows:


Commencing
as of the date hereof and continuing until repayment in full of all sums due
hereunder, the unpaid Principal Sum shall bear interest at the variable rate of
interest, 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 “Prime
Rate”), plus one half of one percent (.50%) per annum. The rate of interest
charged under this Note shall change immediately and contemporaneously with any
change in the Prime Rate. All interest payable under the terms of this Note
shall be calculated on the basis of a 360-day year and the actual number
of days elapsed.


The
unpaid Principal Sum, together with interest thereon at the rate or rates
provided above, shall be payable as follows:


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


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


The
fact that the balance hereunder may be reduced to zero from time to time
pursuant to the Loan Agreement will not affect the continuing validity of this
Note or the Loan Agreement, and the balance may be increased to the Principal
Sum after any such reduction to zero.









 



Each
Borrower hereby represents, agrees and covenants that the Obligations evidenced
hereby are deemed “Designated Senior Indebtedness” for purposes of that certain
Indenture 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 to
time.


This
Note is the “Revolving Promissory Note” described in the Loan Agreement, to
which reference is hereby made for a more complete statement of the terms and
conditions under which the Advances and Credit Extensions evidenced hereby are
made. This Note may be secured as provided in the Loan Agreement. All
capitalized terms used herein and not otherwise defined shall have the meanings
given to such terms in the Loan Agreement.


Each
Borrower irrevocably waives the right to direct the application of any and all
payments at any time hereafter received by Bank from or on behalf of any
Borrower and each Borrower irrevocably agrees that Bank shall have the
continuing exclusive right to apply any and all such payments against the then
due and owing obligations of either Borrower as Bank may deem advisable. In the
absence of a specific determination by Bank with respect thereto, all payments
shall be applied in the following order: (a) then due and payable fees and
expenses; (b) then due and payable interest payments and mandatory
prepayments; and (c) then due and payable principal payments and optional
prepayments.


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


The
occurrence of any one or more of the following events shall constitute an event
of default (individually, an “Event of Default” and collectively, the “Events
of Default”) under the terms of this Note:


(a)           The failure of either Borrower to pay
to Bank within three (3) Business Days of when due any and all amounts
payable 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 Loan
Documents.


Upon
the occurrence of an Event of Default, at the option of Bank, all amounts
payable by either Borrower to Bank under the terms of this Note shall
immediately become due and payable by Borrowers to Bank without notice to any
Borrower 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 Loan
Documents and all applicable laws. Each Borrower and all endorsers, guarantors,



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


Until
such time as Bank is not committed to extend further credit to the Borrowers
and all Obligations of the Borrowers to Bank have been indefeasibly paid in
full in cash, and subject to and not in limitation of the provisions set forth
in the next following paragraph below, no Borrower shall have any right of
subrogation (whether contractual, arising under the bankruptcy code or
otherwise), reimbursement or contribution from any Borrower or any guarantor,
nor any right of recourse to its security for any of the debts and obligations
of any Borrower which are the subject of this Note. Except as otherwise
expressly permitted by the Loan Agreement, any and all present and future debts
and obligations of any Borrower to any other Borrower are hereby subordinated
to the full payment and performance of all present and future debts and
obligations to Bank under this Note and the Loan Agreement and the Loan
Documents, provided, however, notwithstanding anything set forth in this Note
to the contrary, prior to the occurrence of a payment default, the Borrowers
shall be permitted to make payments on account of any of such present and
future debts and obligations from time to time in accordance with the terms
thereof.


Each
Borrower further agrees that, if any payment made by any Borrower or any other
person is applied to this Note and is at any time annulled, set aside,
rescinded, invalidated, declared to be fraudulent or preferential or otherwise
required to be refunded or repaid, or the proceeds of any property hereafter
securing this Note is required to be returned by Bank to any Borrower, its
estate, trustee, receiver or any other party, including, without limitation,
such Borrower, under any bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such payment or repayment, such
Borrower’s liability hereunder (and any lien, security interest or other
collateral securing such liability) shall be and remain in full force and
effect, as fully as if such payment had never been made, or, if prior thereto
any such lien, security interest or other collateral hereafter securing such
Borrower’s liability hereunder shall have been released or terminated by virtue
of such cancellation or surrender, this Note (and such lien, security interest
or other collateral) shall be reinstated in full force and effect, and such
prior cancellation or surrender shall not diminish, release, discharge, impair
or otherwise affect the obligations of such Borrower in respect of the amount
of such payment (or any lien, security interest or other collateral securing
such obligation).


The
JOINT AND SEVERAL obligations of each Borrower under this Note shall be
absolute, irrevocable and unconditional and shall remain in full force and
effect until the outstanding principal of and interest on this Note and all
other Obligations or amounts due hereunder and under the Loan Agreement and the
Loan Documents shall have been indefeasibly paid in full in cash in accordance
with the terms thereof and this Note shall have been canceled.



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The
Borrowers each shall be jointly and severally liable on the payment of the
Obligations as and when due and payable in accordance with the provisions of
this Note, the Loan Agreement and the other Loan Documents. The term “Borrowers”
when used in this Note shall include all of the Borrowers, individually and
jointly, and Bank may (without notice to or consent of any or all of the
Borrowers 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.


Each
Borrower promises to pay all costs and expense of collection of this Note and
to pay all reasonable attorneys’ fees incurred in such collection, whether or
not there is a suit or action, or in any suit or action to collect this Note or
in any appeal thereof. Each Borrower waives presentment, demand, protest,
notice of protest, notice of dishonor, notice of nonpayment, and any and all
other notices and demands in connection with the delivery, acceptance,
performance default or enforcement of this Note, as well as any applicable
statutes of limitations. No delay by Bank in exercising  any power or right hereunder shall operate as
a waiver of any power or right. Time is of the essence as to all obligations
hereunder.


This
Note is issued pursuant to the Loan Agreement, which shall govern the rights
and obligations of Borrowers with respect to all obligations hereunder.


Each
Borrower acknowl­edges and agrees that this Note shall be governed by the laws
of the Commonwealth of Virginia, excluding conflicts of laws principles, even
though for the conve­nience and at the request of Borrowers, this Note may be
executed elsewhere.


EACH
BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
OF 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 THIS
AGREEMENT;  PROVIDED, HOWEVER, THAT IF
FOR ANY REASON BANK CANNOT AVAIL ITSELF OF THE COURTS OF VIRGINIA, EACH
BORROWER ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN SANTA CLARA COUNTY,
CALIFORNIA. BORROWERS AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF
THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH
PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


[SIGNATURES APPEAR
ON THE FOLLOWING PAGE]



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IN
WITNESS WHEREOF, each Borrower has caused this Note to be executed under seal
by 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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