exv10w1






EXHIBIT 10.1




JDA SOFTWARE GROUP, INC.




8% Senior Notes due 2014




unconditionally guaranteed as to the

payment of principal, premium,

if any, and interest by




the Guarantor Signatories Hereto




                    




Exchange and Registration Rights Agreement




December 10, 2009                           




Goldman, Sachs & Co.,

Wells Fargo Securities, LLC

      As representatives of the several Purchasers

      named in Schedule I to the Purchase Agreement




c/o Goldman, Sachs & Co. 

200 West Street

New York, New York 10282-2198




c/o Wells Fargo Securities, LLC

4 Embcaradero Center, 9th Floor

San Francisco, CA 94111



Ladies and Gentlemen:




          JDA
Software Group, Inc., a Delaware corporation (the
“Company”), proposes to issue and sell
to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as
defined herein) $275,000,000 in aggregate principal amount of its 8% Senior Notes due 2014, which
are unconditionally guaranteed by the guarantor signatories hereto (the “Guarantors”). As an
inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree
with the Purchasers for the benefit of holders (as defined herein) from time to time of the
Eligible Securities (as defined herein) as follows:




          1.
Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this
“Agreement”), the following terms shall have the following respective meanings:





     “Base Interest” shall mean the interest that would otherwise accrue on the Securities under
the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.




     The term “broker-dealer” shall mean any broker or dealer registered with the Commission
under the Exchange Act.



1









 






     “Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the
Commission under the Exchange Act, as the same may be amended or succeeded from time to time.




     “Closing Date” shall mean the date on which the Securities are initially issued.




     “Commission” shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act, whichever is
the relevant statute for the particular purpose.




     “EDGAR System” means the EDGAR filing system of the Commission and the rules and
regulations pertaining thereto promulgated by the Commission in Regulation S-T under the
Securities Act and the Exchange Act, in each case as the same may be amended or succeeded from
time to time (and without regard to format).




     “Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date
as of which the Commission declares the Exchange Offer Registration Statement effective or as of
which the Exchange Offer Registration Statement otherwise becomes effective and, (ii) a Shelf
Registration, shall mean the time and date as of which the Commission declares the Shelf
Registration Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.




     “Electing Holder” shall mean any holder of Eligible Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii)
or Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire.




     “Eligible Securities” shall mean the Securities; provided, that a Security shall cease to
be a Eligible Security upon the earliest to occur of the following: (i) the date on which such
Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a)(i) (other than as provided in the following clause (ii)); (ii) following the
exchange by a broker-dealer in the Exchange Offer of a Security for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or
prior to the date of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement; (iii) in the circumstances contemplated by Section 2(b), a Shelf
Registration Statement registering such Security under the Securities Act has been declared or
becomes effective and such Security has been sold or otherwise transferred by the holder thereof
pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iv)
subject to Section 8(b), such Security is actually sold by the holder thereof pursuant to Rule
144 under circumstances in which any legend borne by such Security relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed by the Company or
pursuant to the Indenture and a separate CUSIP is assigned to such Security; or (v) such
Security shall cease to be outstanding.




     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.




     “Exchange Offer” shall have the meaning assigned thereto in Section 2(a).




     “Exchange Registration” shall have the meaning assigned thereto in Section 3(c).



 









 






     “Exchange Offer Registration Statement” shall have the meaning assigned thereto in Section
2(a).




     “Exchange Offer Suspension Period” shall have the meaning assigned thereto in Section 2(a).




     “Exchange Securities” shall have the meaning assigned thereto in Section 2(a).




     “Guarantors” shall have the meaning assigned thereto in the Indenture.




     The term “holder” shall mean each of the Purchasers and other persons who acquire
Securities from time to time (including any successors or assigns), in each case for so long as
such person owns any Securities.




     “Indenture” shall mean the Indenture, dated as of December 10, 2009, between the Company,
the Guarantors and U.S. Bank National Association, as trustee, as the same may be amended from
time to time.




     “Notice and Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto.




     The term “person” shall mean a corporation, limited liability company, association,
partnership, organization, business, individual, government or political subdivision thereof or
governmental agency.




     “Purchase Agreement” shall mean the Purchase Agreement, dated as of December 7, 2009,
between Goldman, Sachs & Co. and Wells Fargo Securities, LLC, as representatives of the
Purchasers, the Company and the Guarantors relating to the Securities.




     “Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.




     “Registration Default” shall have the meaning assigned thereto in Section 2(c).




     “Registration Default Period” shall have the meaning assigned thereto in Section 2(c).




     “Registration Expenses” shall have the meaning assigned thereto in Section 4.




     “Resale Period” shall have the meaning assigned thereto in Section 2(a).




     “Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the
meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course
of such holder’s business, (iii) a holder who has arrangements or understandings with any person
to participate in the Exchange Offer for the purpose of distributing Exchange Securities and
(iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by
such broker-dealer pursuant to an Exchange Offer in exchange for Eligible Securities acquired by
the broker-dealer directly from the Company.




     “Rule 144,” “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” shall mean, in
each case, such rule promulgated by the Commission under the Securities Act (or any successor
provision), as the same may be amended or succeeded from time to time.



 









 






     “Securities” shall mean, collectively, the $275,000,000 in aggregate principal amount of
the Company’s 8% Senior Notes due 2014 to be issued and sold to the Purchasers, and securities
issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is
entitled to the benefit of the guarantee provided by the Guarantors in the Indenture (the
“Guarantees”) and, unless the context otherwise requires, any reference herein to a “Security,”
an “Exchange Security” or a “Eligible Security” shall include a reference to the related
Guarantee.




     “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be amended or succeeded
from time to time.




     “Shelf Registration” shall have the meaning assigned thereto in Section 2(b).




     “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b).




     “Shelf Registration Suspension Period” shall have the meaning assigned thereto in Section
2(b).




     “Special Interest” shall have the meaning assigned thereto in Section 2(c).




     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.




     “Trustee” shall mean U.S. Bank National Association, as trustee under the Indenture,
together with any successors thereto in such capacity.



          Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision.





     2.
Registration Under the Securities Act.




     (a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file
under the Securities Act, no later than 180 days after the Closing Date, a registration
statement relating to an offer to exchange (such registration statement, the “Exchange Offer
Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for
a like aggregate principal amount of debt securities issued by the Company and guaranteed by the
Guarantors, which debt securities and guarantees are substantially identical to the Securities
and the related Guarantees, respectively (and are entitled to the benefits of the Indenture),
except that they have been registered pursuant to an effective registration statement under the
Securities Act and do not contain provisions for Special Interest contemplated in Section 2(c)
below (such new debt securities hereinafter called “Exchange Securities”). The Company and the
Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer
Registration Statement to become effective under the Securities Act no later than 270 days after
the Closing Date (the “Effectiveness Target Date”). The Exchange Offer will be registered under
the Securities Act on the appropriate form and will comply with all applicable tender offer
rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted
by applicable law or Commission policy, the Company further agrees to use all commercially
reasonable efforts



 









 






to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following
the Effective Time of such Exchange Offer Registration Statement, (ii) hold the Exchange Offer
open for at least 20 Business Days in accordance with Regulation 14E promulgated by the
Commission under the Exchange Act and (iii) exchange Exchange Securities for all Eligible
Securities that have been properly tendered and not withdrawn promptly following the expiration
of the Exchange Offer. The Company and the Guarantors agree (x) to include in the Exchange
Offer Registration Statement a prospectus for use in any resales by any holder of Exchange
Securities that is a broker-dealer and (y) except as provided in the following sentence, to keep
such Exchange Offer Registration Statement effective for a period (the “Resale Period”)
beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the
earlier of the expiration of the 180th day after the Exchange Offer has been
completed or such time as such broker-dealers no longer own any Eligible Securities; provided,
that such time shall be extended for the amount of time during any Exchange Offer Suspension
Period. Notwithstanding anything to the contrary in this Section 2(a), upon notice to
broker-dealers that hold Eligible Securities, after the Exchange Offer has been completed the
Company may suspend the use or the effectiveness of such Exchange Offer Registration Statement
for up to 45 consecutive days and up to 90 days in the aggregate (an “Exchange Offer Suspension
Period”) if the Board of Directors of the Company determines that (i) such action is required by
applicable law or (ii) such action is taken by the Company in good faith and for valid business
reasons (not including avoidance of the Company’s obligations hereunder) as determined by the
board of directors of the Company or an authorized committee thereof, including the acquisition
or divestiture of assets; provided, that the Company shall promptly notify the broker-dealers
holding Eligible Securities when the Exchange Offer Registration Statement may once again be
used or is effective. The broker-dealers holding Eligible Securities agree not to offer or sell
any Eligible Securities pursuant to such Exchange Offer Registration Statement during the
Exchange Offer Suspension Period.




     (b) If (i) on or prior to the time the Exchange Offer is completed the Company and the
Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B)
permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy, or (ii) any holder of Eligible Securities notifies the
Company prior to the 20th Business Day following the completion of the Exchange Offer
that: (A) it is prohibited by law or Commission policy from participating in the Exchange Offer,
(B) it may not resell the Exchange Securities to the public without delivering a prospectus and
the prospectus supplement contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales or (C) it is a broker-dealer and owns Securities
acquired directly from the Company or an affiliate of the Company, then the Company and the
Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the
Exchange Offer contemplated by Section 2(a), file under the Securities Act no later than 90 days
after the time such obligation to file arises (but in no event earlier than the Company’s and
the Guarantors’ obligation with respect to the Exchange Offer Registration Statement), a “shelf”
registration statement providing for the registration of, and the sale on a continuous or
delayed basis by the holders of, all of the Eligible Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and
such registration statement, the “Shelf Registration Statement”) to cover resales of the
Securities by the Electing Holders who satisfy certain conditions relating to the provision of
information in connection with the Shelf Registration Statement. If obligated to file the Shelf
Registration Statement, the Company and the Guarantors agree to use all commercially reasonable
efforts to cause the Shelf Registration Statement to become or be declared effective no later
than 180 days after such Shelf Registration



 









 






Statement filing obligation arises (but in no event earlier than the Company’s and the
Guarantors’ obligation with respect to the Exchange Offer Registration Statement); provided,
that if at any time the Company is or becomes a “well-known seasoned issuer” (as defined in Rule
405) and is eligible to file an “automatic shelf registration statement” (as defined in Rule
405), then the Company and the Guarantors shall file the Shelf Registration Statement in the
form of an automatic shelf registration statement as provided in Rule 405. The Company and the
Guarantors agree to use all commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective for a period ending on the earlier of the first anniversary of
the Effective Time or such time as there are no longer any Eligible Securities outstanding. No
holder shall be entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of Eligible Securities
unless such holder is an Electing Holder. The Company and the Guarantors agree, after the
Effective Time of the Shelf Registration Statement and promptly upon the request of any holder
of Eligible Securities that is not then an Electing Holder, to use all commercially reasonable
efforts to identify such holder as a selling securityholder in the Shelf Registration Statement
(whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B
and 424(b) under the Securities Act identifying such holder); provided, that nothing in this
sentence shall relieve any such holder of the obligation to return a completed and signed Notice
and Questionnaire to the Company in accordance with Section 3(d)(iii); provided further, that
the Company shall have the right to defer any post-effective amendment or prospectus for up to
ninety (90) days to the extent the need for such post-effective amendment or prospectus arises
in order to identify a selling security holder whose Notice and Questionnaire was not returned
to the Company by the deadline for response set forth therein. Notwithstanding anything to the
contrary in this Section 2(b), upon notice to the Electing Holders, the Company may suspend the
use or the effectiveness of such Shelf Registration Statement, or extend the time period in
which it is required to file the Shelf Registration Statement, for up to 45 consecutive days and
up to 90 days in the aggregate, in each case in any 12-month period (a “Shelf Registration
Suspension Period”) if the Board of Directors of the Company determines that (i) such action is
required by applicable law or (ii) such action is taken by the Company in good faith and for
valid business reasons (not including avoidance of the Company’s obligations hereunder) as
determined by the board of directors of the Company or an authorized committee thereof,
including the acquisition or divestiture of assets; provided, that the Company shall promptly
notify the Electing Holders when the Shelf Registration Statement may once again be used or is
effective. The Electing Holders agree not to offer or sell any Eligible Securities pursuant to
such Shelf Registration Statement during the Shelf Registration Suspension Period.




     (c) In the event that (i) the Company and the Guarantors have not filed the Exchange Offer
Registration Statement or the Shelf Registration Statement on or before the date on which such
registration statement is required to be filed pursuant to Section 2(a) or Section 2(b),
respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement
has not become effective or been declared effective by the Commission on or before the date on
which such registration statement is required to become or be declared effective pursuant to
Section 2(a) or Section 2(b), respectively, or (iii) the Exchange Offer has not been completed
within 30 Business Days after the Effectiveness Target Date (if the Exchange Offer is then
required to be made) or (iv) any Exchange Offer Registration Statement or Shelf Registration
Statement required by Section 2(a) or Section 2(b) is filed and declared effective but shall
thereafter either be withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such
registration statement (except as



 









 






specifically
permitted herein, including, with respect to any Exchange Offer Registration Statement,
during any applicable Exchange Offer Suspension Period in accordance with the last two sentences
of Section 2(a) and, with respect to any Shelf Registration Statement, during any applicable
Shelf Registration Suspension Period in accordance with the last two sentences of Section 2(b))
without being succeeded promptly by an additional registration statement filed and declared
effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and
each period during which a Registration Default has occurred and is continuing, a “Registration
Default Period”), then, as liquidated damages for such Registration Default, subject to the
provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base
Interest, shall accrue on all Eligible Securities then outstanding at a per annum rate of 0.25%
for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the
second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90
days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the
remaining portion of the Registration Default Period. Special Interest shall accrue and be
payable only with respect to a single Registration Default at any given time, notwithstanding
the fact that multiple Registration Defaults may exist at such time. All accrued Special
Interest will be paid by the Company and the Guarantor on the next scheduled interest payment
date in accordance with the Indenture.




     (d) The Company shall take, and shall cause the Guarantors to take, all actions necessary
to be taken by it to ensure that the transactions contemplated herein are effected as so
contemplated, including all actions necessary or desirable to register the Guarantees under any
Exchange Offer Registration Statement, or, Shelf Registration Statement, as applicable.




     (e) Any reference herein to a registration statement or prospectus as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated, therein by reference
as of such time; and any reference herein to any post-effective amendment to a registration
statement or to any prospectus supplement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such time.




     3. Registration Procedures.



               If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:




     (a) At or before the Effective Time of the Exchange Registration or any Shelf Registration,
whichever may occur first, the Company shall qualify the Indenture under the Trust Indenture
Act.




     (b) In the event that such qualification would require the appointment of a new trustee
under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.




     (c) In connection with the Company’s and the Guarantors’ obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange
Registration”), if applicable, the Company and the Guarantors shall:




     (i) prepare and file with the Commission, no later than 180 days after the Closing
Date, an Exchange Offer Registration Statement on any form which may be



 









 






utilized by the Company and the Guarantors and which shall permit the Exchange
Offer and resales of Exchange Securities by broker-dealers during the Resale Period to
be effected as contemplated by Section 2(a), and use all commercially reasonable efforts
to cause such Exchange Offer Registration Statement to become effective no later than
270 days after the Closing Date;




     (ii) as soon as practicable prepare and file with the Commission such amendments
and supplements to such Exchange Offer Registration Statement and the prospectus
included therein as may be necessary to effect and maintain the effectiveness of such
Exchange Offer Registration Statement for the periods and purposes contemplated in
Section 2(a) and as may be required by the applicable rules and regulations of the
Commission and, from and after the Effective Time, the instructions applicable to the
form of such Exchange Offer Registration Statement, and use all commercially reasonable
efforts to provide each broker-dealer holding Exchange Securities with such number of
copies of the prospectus included therein (as then amended or supplemented), in
conformity in all material respects with the requirements of the Securities Act and the
Trust Indenture Act, as such broker-dealer reasonably may request prior to the
expiration of the Resale Period, for use in connection with resales of Exchange
Securities;




     (iii) promptly notify each broker-dealer that has requested copies of the
prospectus included in such Exchange Offer Registration Statement, and confirm such
advice in writing, (A) after the Effective Time when such Exchange Offer Registration
Statement or the prospectus included therein or any prospectus amendment or supplement
or post-effective amendment has been filed, and, with respect to such Exchange Offer
Registration Statement or any post-effective amendment, when the same has become
effective, (B) of any comments by the Commission and by the blue sky or securities
commissioner or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such Exchange Offer Registration Statement
or prospectus or for additional information (to the extent such comments are received
after the Effective Time), (C) of the issuance after the Effective Time by the
Commission of any stop order suspending the effectiveness of such Exchange Offer
Registration Statement or the initiation of any proceedings for that purpose, (D) of the
receipt by the Company after the Effective Time of any notification with respect to the
suspension of the qualification of the Exchange Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose, (E) if at any time
during the Resale Period when a prospectus is required to be delivered under the
Securities Act, that such Exchange Offer Registration Statement, prospectus, prospectus
amendment or supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the Trust Indenture
Act or contains an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made, or (F) of the
suspension of the effectiveness of such Exchange Offer Registration Statement pursuant
to an Exchange Offer Suspension Period in accordance with the last two sentences of
Section 2(a);




     (iv) in the event that the Company and the Guarantors would be required, pursuant
to Section 3(c)(iii)(G), to notify any broker-dealers holding Exchange Securities
(except as otherwise permitted during any Exchange Offer Suspension



 









 






Period or Shelf Registration Suspension Period), use all commercially reasonable
efforts to prepare and furnish as soon as practicable to each such holder a reasonable
number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to purchasers of such Exchange Securities during the Resale Period, such
prospectus shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and shall not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made;




     (v) use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Offer Registration Statement or any
post-effective amendment thereto at the earliest practicable date;




     (vi) use all commercially reasonable efforts to (A) register or qualify the
Exchange Securities under the securities laws or blue sky laws of such jurisdictions as
any participating holder of the Eligible Securities reasonably requests in writing no
later than the commencement of the Exchange Offer, to the extent required by such laws,
(B) subject to any Exchange Offer Suspension Period in accordance with Section 2(a),
keep such registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers, sales and dealings therein in such jurisdictions until
the expiration of the Resale Period and (C) take any and all other actions as may be
reasonably necessary to enable each broker-dealer holding Exchange Securities to
consummate the disposition thereof in such jurisdictions; provided, that neither the
Company nor the Guarantors shall be required for any such purpose to (1) qualify as a
foreign corporation in any jurisdiction wherein it would not otherwise be required to
qualify but for the requirements of this Section 3(c)(vi), (2) consent to general
service of process in any such jurisdiction or become subject to taxation in any such
jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or
other governing documents or any agreement between it and its stockholders;




     (vii) obtain a CUSIP number for all Exchange Securities, not later than the
applicable Effective Time; and




     (viii) comply in all material respects with all applicable rules and regulations of
the Commission, and make generally available to its securityholders no later than
eighteen months after the Effective Time of such Exchange Offer Registration Statement,
an “earning statement” of the Company and its subsidiaries complying with Section 11(a)
of the Securities Act (including, at the option of the Company, Rule 158 thereunder).



     (d) In connection with the Company’s and the Guarantors’ obligations with respect to the
Shelf Registration, if applicable, the Company and the Guarantors shall:




     (i) use all commercially reasonable efforts to prepare and file with the
Commission, within the time periods specified in Section 2(b), a Shelf Registration
Statement on any form which may be utilized by the Company and which shall register all
of the Eligible Securities for resale by the holders thereof in accordance with such
method or methods of disposition as may be specified by the holders of Eligible
Securities as, from time to time, may be Electing Holders and use all



 









 






commercially reasonable efforts to cause such Shelf Registration Statement to
become effective within the time periods specified in Section 2(b);




     (ii) mail the Notice and Questionnaire to those persons identified by the Company
as holders of Eligible Securities as a result of a beneficial holder / brokers search
through the DTC (A) not less than 15 days prior to the anticipated Effective Time of the
Shelf Registration Statement or (B) in the case of an “automatic shelf registration
statement” (as defined in Rule 405), not later than the Effective Time of such Shelf
Registration Statement, and in any such case, no holder shall be entitled to be named as
a selling securityholder in the Shelf Registration Statement, and no holder shall be
entitled to use the prospectus forming a part thereof for resales of Eligible Securities
at any time, unless and until such holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth therein; provided,
that the Company and the Guarantors shall not be required to conduct more than one
beneficial holder / broker search through the DTC;




     (iii) subject to Section 2(b), after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Eligible Securities that is not then an
Electing Holder, promptly send a Notice and Questionnaire to such holder; provided, that
the Company shall not be required to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such holder to use the
prospectus forming a part thereof for resales of Eligible Securities until such holder
has returned a completed and signed Notice and Questionnaire to the Company;




     (iv) as soon as practicable prepare and file with the Commission such amendments
and supplements to such Shelf Registration Statement and the prospectus included therein
as may be necessary to effect and maintain the effectiveness of such Shelf Registration
Statement for the period specified in Section 2(b) and as may be required by the
applicable rules and regulations of the Commission and the instructions applicable to
the form of such Shelf Registration Statement, and furnish to the Electing Holders
copies of any such supplement or amendment as soon as practicable following its filing
with the Commission. Notwithstanding the foregoing, the Company and the Guarantors may
suspend the availability of any Shelf Registration Statement as provided in Section
2(b);




     (v) comply in all material respects with the provisions of the Securities Act with
respect to the disposition of all of the Eligible Securities covered by such Shelf
Registration Statement in accordance with the intended methods of disposition by the
Electing Holders provided for in such Shelf Registration Statement;




     (vi) provide the Electing Holders and not more than one counsel selected by the
Electing Holders the opportunity to participate in the preparation of such Shelf
Registration Statement, each prospectus included therein or filed with the Commission
and each amendment or supplement thereto;




     (vii) for a reasonable period prior to the filing of such Shelf Registration
Statement, and throughout the period specified in Section 2(b), make reasonably
available at reasonable times at the Company’s principal place of business or such other
reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall
certify to the Company that they have a current intention to sell the Eligible




 












 






Securities pursuant to the Shelf Registration such financial and other information
and books and records of the Company, and cause the officers, employees, counsel and
independent certified public accountants of the Company to respond to such inquiries, as
shall be reasonably necessary (and in the case of counsel, not violate an
attorney-client privilege, in such counsel’s reasonable belief), in the judgment of the
respective counsel referred to in Section 3(d)(vi), to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided, that the
foregoing inspection and information gathering on behalf of the Electing Holders shall
be conducted by one counsel designated by the holders of at least a majority in
aggregate principal amount of the Eligible Securities held by the Electing Holders at
the time outstanding; provided, further, that each such party shall be required to
maintain in confidence and not to disclose to any other person any information or
records reasonably designated by the Company as being confidential, until such time as
(A) such information becomes a matter of public record (whether by virtue of its
inclusion in such Shelf Registration Statement or otherwise), or (B) such person shall
be required so to disclose such information pursuant to a subpoena or order of any court
or other governmental agency or body having jurisdiction over the matter (subject to the
requirements of such order, and only after such person shall have given the Company
prompt prior written notice of such requirement), or (C) such information is required to
be set forth in such Shelf Registration Statement or the prospectus included therein or
in an amendment to such Shelf Registration Statement or an amendment or supplement to
such prospectus in order that such Shelf Registration Statement, prospectus, amendment
or supplement, as the case may be, complies with applicable requirements of the
Securities Act and does not contain an untrue statement of a material fact or omit to
state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which they
were made;




     (viii) promptly notify each of the Electing Holders and confirm such advice in
writing, (A) after the Effective Time when such Shelf Registration Statement or the
prospectus included therein or any prospectus amendment or supplement or post-effective
amendment has been filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any comments by the
Commission and by the blue sky or securities commissioner or regulator of any state with
respect thereto or any request by the Commission for amendments or supplements to such
Shelf Registration Statement or prospectus or for additional information (to the extent
such comments are received after the Effective Time), (C) of the issuance after the
Effective Time by the Commission of any stop order suspending the effectiveness of such
Shelf Registration Statement or the initiation of any proceedings for that purpose, (D)
of the receipt by the Company after the Effective Time of any notification with respect
to the suspension of the qualification of the Eligible Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose or (E)
if at any time when a prospectus is required to be delivered under the Securities Act,
that such Shelf Registration Statement, prospectus, prospectus amendment or supplement
or post-effective amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act or contains an untrue
statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made;



 









 






     (ix) use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Shelf Registration Statement or any post-effective
amendment thereto at the earliest practicable date;




     (x) subject to Section 2(b), if requested by any Electing Holder, promptly
incorporate in a prospectus supplement or post-effective amendment such information as
is required by the applicable rules and regulations of the Commission and as such
Electing Holder reasonably specifies should be included therein relating to the terms of
the sale of such Eligible Securities, including information with respect to the
principal amount of Eligible Securities being sold by such Electing Holder, the name and
description of such Electing Holder, the offering price of such Eligible Securities and
any discount, commission or other compensation payable in respect thereof and with
respect to any other material terms of the offering of the Eligible Securities to be
sold by such Electing Holder; and make all required filings of such prospectus
supplement or post-effective amendment as soon as practicable after notification of the
matters to be incorporated in such prospectus supplement or post-effective amendment;




     (xi) furnish to each Electing Holder and the counsel referred to in Section
3(d)(vi) an executed copy (or a conformed copy) of such Shelf Registration Statement,
each such amendment and supplement thereto (in each case including all exhibits thereto
(in the case of an Electing Holder of Eligible Securities, upon request) and documents
incorporated by reference therein) and such number of copies of such Shelf Registration
Statement (excluding exhibits thereto and documents incorporated by reference therein
unless specifically so requested by such Electing Holder) and of the prospectus included
in such Shelf Registration Statement (including each preliminary prospectus and any
summary prospectus), in conformity in all material respects with the applicable
requirements of the Securities Act and the Trust Indenture Act, in each case to the
extent such documents are not available through the Commission’s EDGAR System, and such
other documents, as such Electing Holder may reasonably request in order to facilitate
the offering and disposition of the Eligible Securities owned by such Electing Holder
and to permit such Electing Holder to satisfy the prospectus delivery requirements of
the Securities Act; and subject to Section 3(e), the Company hereby consents to the use
of such prospectus (including such preliminary and summary prospectus) and any amendment
or supplement thereto by each such Electing Holder (subject to any applicable Exchange
Offer Suspension Period or Shelf Registration Suspension Period), in each case in the
form most recently provided to such person by the Company, in connection with the
offering and sale of the Eligible Securities covered by the prospectus (including such
preliminary and summary prospectus) or any supplement or amendment thereto; provided,
that such Electing Holder shall cease using such prospectus upon receipt of any notice
received from the Company pursuant to Section 3(d)(iii) until such prospectus
subsequently supplemented or amended in pursuant to Section 3(e);




     (xii) use all commercially reasonable efforts to (A) register or qualify the
Eligible Securities to be included in such Shelf Registration Statement under such
securities laws or blue sky laws of such U.S. jurisdictions as any Electing Holder shall
reasonably request in writing, (B) keep such registrations or qualifications in effect
and comply with such laws so as to permit the continuance of offers, sales and dealings
therein in such jurisdictions during the period the Shelf Registration



 









 







Statement is required to remain effective under Section 2(b) and for so long as may
be necessary to enable any such Electing Holder to complete its distribution of Eligible
Securities pursuant to such Shelf Registration Statement and (C) take any and all other
actions as may be reasonably necessary to enable each such Electing Holder to consummate
the disposition in such jurisdictions of such Eligible Securities; provided, that
neither the Company nor the Guarantors shall be required for any such purpose to (1)
qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to
general service of process in any such jurisdiction or become subject to taxation in any
such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws
or other governing documents or any agreement between it and its stockholders;




     (xiii) unless any Eligible Securities shall be in book-entry only form, cooperate
with the Electing Holders to facilitate the timely preparation and delivery of
certificates representing Eligible Securities to be sold, which certificates, if so
required by any securities exchange upon which any Eligible Securities are listed, shall
be printed, penned, lithographed, engraved or otherwise produced by any combination of
such methods, on steel engraved borders, and which certificates shall not bear any
restrictive legends;




     (xiv) obtain a CUSIP number for all Eligible Securities that have been registered
under the Securities Act, not later than the applicable Effective Time;




     (xv) notify in writing each holder of Eligible Securities of any proposal by the
Company to amend or waive any provision of this Agreement pursuant to Section 9(h) and
of any amendment or waiver effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case may be;
and




     (xvi) comply in all material respects with all applicable rules and regulations of
the Commission, and make generally available to its securityholders no later than
eighteen months after the Effective Time of such Shelf Registration Statement an
“earning statement” of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act (including, at the option of the Company, Rule 158 thereunder).



     (e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(E), to
notify the Electing Holders, the Company shall as soon as practicable prepare and furnish to
each of the Electing Holders a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of Eligible Securities, such prospectus
shall conform in all material respects to the applicable requirements of the Securities Act and
the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they were made. Each Electing
Holder agrees that upon receipt of any notice from the Company pursuant to Section
3(d)(viii)(E), such Electing Holder shall forthwith discontinue the disposition of Eligible
Securities pursuant to the Shelf Registration Statement applicable to such Eligible Securities
until such Electing Holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company
(at the Company’s expense) all



 









 







copies, other than permanent file copies, of the prospectus covering such Eligible
Securities in such Electing Holder’s possession at the time of receipt of such notice.



     (f) In the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice and Questionnaire, the Company may require such
Electing Holder to furnish to the Company such additional information regarding such Electing
Holder and such Electing Holder’s intended method of distribution of Eligible Securities as may
be required in order to comply with the Securities Act. Each such Electing Holder agrees to
notify the Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such Electing Holder to the Company or of the occurrence of any event in
either case as a result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding such Electing Holder or such
Electing Holder’s intended method of disposition of such Eligible Securities or omits to state
any material fact regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Eligible Securities required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which they were made,
and promptly to furnish to the Company any additional information required to correct and update
any previously furnished information or required so that such prospectus shall not contain, with
respect to such Electing Holder or the disposition of such Eligible Securities, an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances under
which they were made.



     (g) Until the expiration of one year after the Closing Date, the Company will not, and will
not permit any of its “affiliates” (as defined in Rule 144) who are controlled by the Company
to, resell any of the Securities that have been reacquired by any of them except pursuant to an
effective registration statement, or a valid exemption from the registration requirements, under
the Securities Act.



     (h) As a condition to its participation in the Exchange Offer, each holder of Eligible
Securities shall furnish, upon the request of the Company, a written representation to the
Company (which may be contained in the letter of transmittal or “agent’s message” transmitted
via The Depository Trust Company’s Automated Tender Offer Procedures, in either case
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an
“affiliate” of the Company, as defined in Rule 405 of the Securities Act, or if it is such an
“affiliate”, it will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (B) it is not engaged in and does not intend to engage
in, and has no arrangement or understanding with any person to participate in, a distribution of
the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange
Securities in its ordinary course of business, (D) if it is a broker-dealer that holds
Securities that were acquired for its own account as a result of market-making activities or
other trading activities (other than Securities acquired directly from the Company or any of its
affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Securities received by it in the Exchange Offer, (E)
if it is a broker-dealer, that it did not purchase the Securities to be exchanged in the
Exchange Offer from the Company or any of its affiliates, and (F) it is not acting on behalf of
any person who could not truthfully and completely make the representations contained in the
foregoing subclauses (A) through (E).



 









 





     4. Registration Expenses.



          The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to
the Company’s performance of or compliance with this Agreement, including (a) all Commission and
any FINRA registration, filing and review fees and expenses including reasonable fees and
disbursements of counsel for the Eligible Holders in connection with such registration, filing and
review, (b) all fees and expenses in connection with the qualification of the Eligible Securities,
the Securities and the Exchange Securities, as applicable, for offering and sale under applicable
state securities and blue sky laws referred to in Section 3(d)(xii) and determination of their
eligibility for investment under the laws of such jurisdictions as the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the Electing Holders in
connection with such qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration statement required to be
filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the Securities or Exchange
Securities, as applicable, for delivery and the expenses of printing or producing any selling
agreements and blue sky or legal investment memoranda and all other documents in connection with
the offering, sale or delivery of Securities or Exchange Securities, as applicable, to be disposed
of (including certificates representing the Securities or Exchange Securities, as applicable), (d)
messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities
or Exchange Securities, as applicable, and the preparation of documents referred in clause (c)
above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including
all salaries and expenses of the Company’s officers and employees performing legal or accounting
duties), (g) reasonable fees, disbursements and expenses of counsel and independent certified
public accountants of the Company, (h) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as selected by the
Electing Holders of at least a majority in aggregate principal amount of the Eligible Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (i) any
fees charged by securities rating services for rating the Eligible Securities, the Securities or
the Exchange Securities, as applicable, and (j) fees, expenses and disbursements of any other
persons, including special experts, retained by the Company in connection with such registration
(collectively, the “Registration Expenses”). To the extent that any Registration Expenses are
incurred, assumed or paid by any holder of Eligible Securities, Securities or Exchange Securities,
as applicable, the Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request therefor and supporting
documentation. Notwithstanding the foregoing, the holders of the Eligible Securities being
registered shall pay all agency fees and commissions and underwriting discounts and commissions, if
any, and transfer taxes, if any, attributable to the sale of such Eligible Securities, Securities
and Exchange Securities, as applicable, and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than the counsel and
experts specifically referred to above.




     5. Representations and Warranties.



          Each of The Company and the Guarantors, jointly and severally, represent and warrant to, and
agree with, each Purchaser and each of the holders from time to time of Eligible Securities that:




 









 









     (a) Each registration statement covering Eligible Securities, Securities or Exchange
Securities, as applicable, and each prospectus (including any preliminary or summary prospectus)
contained therein or furnished pursuant to Section 3(c) or Section 3(d) and any further
amendments or supplements to any such registration statement or prospectus, when it becomes
effective or is filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act and will not
contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made; and at all times subsequent to the Effective Time when
a prospectus would be required to be delivered under the Securities Act, other than from (i)
such time as a notice has been given to holders of Eligible Securities pursuant to Section
3(c)(iii)(E) or Section 3(d)(viii)(E) until (ii) such time as the Company furnishes an amended
or supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e), each such registration
statement, and each prospectus (including any summary prospectus) contained therein or furnished
pursuant to Section 3(c) or Section 3(d), as then amended or supplemented, will conform in all
material respects to the requirements of the Securities Act and the Trust Indenture Act and will
not contain an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made; provided, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Eligible Securities expressly for
use therein.




     (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a),
when they become or became effective or are or were filed with the Commission, as the case may
be, will conform or conformed in all material respects to the requirements of the Securities Act
or the Exchange Act, as applicable, and none of such documents will contain or contained an
untrue statement of a material fact or will omit or omitted to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Eligible Securities expressly for
use therein.




     6. Indemnification and Contribution.




     (a) Indemnification by the Company and the Guarantors. The Company and the Guarantors,
jointly and severally, will indemnify and hold harmless each of the holders of Eligible
Securities included in an Exchange Offer Registration Statement and, each of the Electing
Holders as holders of Eligible Securities included in a Shelf Registration Statement against any
losses, claims, damages or liabilities, joint or several, to which such holder or, such Electing
Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any Exchange Offer
Registration Statement or, any Shelf Registration Statement, as the case may be, under which
such Eligible Securities, Securities or Exchange Securities were registered under the Securities
Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer
free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company
to any such holder or, any such Electing Holder, or any amendment or supplement thereto, or
arise out of or are based upon the



 









 







omission or alleged omission to state therein a material fact
required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances
under which they were made, and will reimburse each such holder and, each such Electing Holder
for any and all legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred; provided,
that neither the Company nor the Guarantors shall be liable to any such person in any such case
to the extent that any such loss, claim, damage or liability arises out of or is based upon (i)
an untrue statement or alleged untrue statement or omission or alleged omission made in such
registration statement, or preliminary, final or summary prospectus (including, without
limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or
supplement thereto, in reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein or (ii) the use of any such registration
statement, or preliminary, final or summary prospectus (including, without limitation, any
“issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto
after notice has been given to holders of Eligible Securities pursuant to Section 3(c)(iii)(E)
or Section 3(d)(viii)(E) prior to such time as the Company furnishes an amended or supplemented
prospectus pursuant to Section 3(c)(iv) or Section 3(e).




     (b) Indemnification by the Electing Holders. The Company may require, as a condition to
including any Eligible Securities in any Shelf Registration Statement filed pursuant to Section
2(b), that the Company shall have received an undertaking reasonably satisfactory to it from
each Electing Holder of Eligible Securities included in such Shelf Registration Statement,
severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors and
all other Electing Holders of Eligible Securities included in such Shelf Registration Statement,
against any losses, claims, damages or liabilities to which the Company, the Guarantors or such
other Electing Holders may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact contained in such
registration statement, or any preliminary, final or summary prospectus (including, without
limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or
furnished by the Company to any Electing Holder, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information furnished to the
Company by such Electing Holder expressly for use therein, and (ii) reimburse the Company and
the Guarantors for any legal or other expenses reasonably incurred by the Company and the
Guarantors in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, that no such Electing Holder shall be required to undertake
liability to any person under this Section 6(b)(1) for any amounts in excess of the dollar
amount of the proceeds to be received by such Electing Holder from the sale of such Electing
Holder’s Eligible Securities pursuant to such registration.




     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an indemnifying
party pursuant to the indemnification provisions of or contemplated by this Section 6, notify
such indemnifying party in writing of the commencement of such action; but the omission so



 









 







to
notify the indemnifying party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or contemplated by
Section 6(a) or Section 6(b). In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party of its election so to assume the defense
thereof, such indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the prior written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to, or an admission
of, fault, culpability or a failure to act by or on behalf of any indemnified party.




     (d) Contribution. If for any reason the indemnification provisions contemplated by Section
6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by such indemnified
party, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it would not be
just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations referred to in
this Section 6(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 6(d), no Electing Holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds received by such
holder from the sale of any Eligible Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution



 









 







from
any person who was not guilty of such fraudulent misrepresentation. The holders’
obligations in this Section 6(d) to contribute shall be several in proportion to the
principal amount of Eligible Securities registered by them and not joint.




     (e) The obligations of the Company and the Guarantors under this Section 6 shall be in
addition to any liability which the Company or the Guarantors may otherwise have and shall
extend, upon the same terms and conditions, to each officer, director and partner of each
holder, each Electing Holder, and each person, if any, who controls any of the foregoing within
the meaning of the Securities Act; and the obligations of the holders and the Electing Holders
contemplated by this Section 6 shall be in addition to any liability which the respective holder
or Electing Holder may otherwise have and shall extend, upon the same terms and conditions, to
each officer and director of the Company or the Guarantors and to each person, if any, who
controls the Company within the meaning of the Securities Act, as well as to each officer and
director of the other holders and to each person, if any, who controls such other holders within
the meaning of the Securities Act.




     7. Underwritten Offerings.



          Each holder of Eligible Securities hereby agrees with the Company and each other such holder
that no holder of Eligible Securities may participate in any underwritten offering hereunder unless
(a) the Company gives its prior written consent to such underwritten offering, (b) the managing
underwriter or underwriters thereof shall be designated by Electing Holders holding at least a
majority in aggregate principal amount of the Eligible Securities to be included in such offering;
provided, that such designated managing underwriter or underwriters is or are reasonably acceptable
to the Company, (c) each holder of Eligible Securities participating in such underwritten offering
agrees to sell such holder’s Eligible Securities on the basis provided in any underwriting
arrangements approved by the persons entitled selecting the managing underwriter or underwriters
hereunder and (d) each holder of Eligible Securities participating in such underwritten offering
completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such underwriting arrangements.




     8. Rule 144.




     (a) Facilitation of Sales Pursuant to Rule 144. The Company covenants to the holders of
Eligible Securities that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred
to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of
Eligible Securities may reasonably request, all to the extent required from time to time to
enable such holder to sell Eligible Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144. Upon the request of any holder of
Eligible Securities in connection with that holder’s sale pursuant to Rule 144, the Company
shall deliver to such holder a written statement as to whether it has complied with such
requirements.




     (b) Availability of Rule 144 Not Excuse for Obligations under Section 2. The fact that
holders of Eligible Securities may become eligible to sell such Eligible Securities pursuant to
Rule 144 shall not (1) cause such Securities to cease to be Eligible Securities or (2) excuse
the Company’s and the Guarantors’ obligations set forth in Section 2 of this Agreement,
including without limitation the obligations in respect of an Exchange Offer, Shelf
Registration, and Special Interest.



 









 






     9. Miscellaneous.




     (a) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees
that it has not granted, and shall not grant, registration rights with respect to Eligible
Securities, Exchange Securities or Securities, as applicable, or any other securities which
would be inconsistent with the terms contained in this Agreement.




     (b) Specific Performance. The parties hereto acknowledge that there would be no adequate
remedy at law if the Company fails to perform any of its obligations hereunder and that the
Purchasers and the holders from time to time of the Eligible Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such holders, in
addition to any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under this Agreement
in accordance with the terms and conditions of this Agreement, in any court of the United States
or any State thereof having jurisdiction. Time shall be of the essence in this Agreement.




     (c) Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by
hand, if delivered personally, by facsimile or by courier, or three days after being deposited
in the mail (registered or certified mail, postage prepaid, return receipt requested) as
follows: If to the Company, to it at 1440 N. 87th St., Scottsdale, Arizona 85260,
Attention: General Counsel, and if to a holder, to the address of such holder set forth in the
security register or other records of the Company, or to such other address as the Company or
any such holder may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.




     (d) Parties in Interest. All the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties hereto, the holders
from time to time of the Eligible Securities, and the respective successors and assigns of the
foregoing. In the event that any transferee of any holder of Eligible Securities shall acquire
Eligible Securities, in any manner, whether by gift, bequest, purchase, operation of law or
otherwise, such transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Eligible Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Eligible Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be
bound by all of the applicable terms and provisions of this Agreement. If the Company shall so
request, any such successor, assign or transferee shall agree in writing to acquire and hold the
Eligible Securities subject to all of the applicable terms hereof.




     (e) Survival. The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Agreement or made pursuant hereto shall remain in full force
and effect regardless of any investigation (or statement as to the results thereof) made by or
on behalf of any holder of Eligible Securities, any director, officer or partner of such holder,
or any controlling person of any of the foregoing, and shall survive delivery of and payment for
the Eligible Securities pursuant to the Purchase Agreement, the transfer and registration of
Eligible Securities by such holder and the consummation of an Exchange Offer.




     (f) Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.



 









 






     (g) Headings. The descriptive headings of the several Sections and paragraphs of this
Agreement are inserted for convenience only, do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this Agreement.




     (h) Entire Agreement; Amendments. This Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its subject matter.
This Agreement supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by the Company and
the holders of at least a majority in aggregate principal amount of the Eligible Securities at
the time outstanding. Each holder of any Eligible Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h),
whether or not any notice, writing or marking indicating such amendment or waiver appears on
such Eligible Securities or is delivered to such holder.




     (i) Inspection. For so long as this Agreement shall be in effect, this Agreement and a
complete list of the names and addresses of all the record holders of Eligible Securities shall
be made available for inspection and copying on any Business Day by any holder of Eligible
Securities for proper purposes only (which shall include any purpose related to the rights of
the holders of Eligible Securities under the Securities, the Indenture and this Agreement) at
the offices of the Company at the address thereof set forth in Section 9(c) and at the office of
the Trustee under the Indenture.




     (j) Counterparts. This Agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.




     (k) Severability. If any provision of this Agreement, or the application thereof in any
circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of such provision in every other respect and of the
remaining provisions contained in this Agreement shall not be affected or impaired thereby.



 









 





     If the foregoing is in accordance with your understanding, please sign and return to us one
for the Company, each Guarantor and each of the Representatives plus one for each counsel]
counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers,
this letter and such acceptance hereof shall constitute a binding agreement between each of the
Purchasers, the Guarantors and the Company. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for examination upon request,
but without warranty on your part as to the authority of the signers thereof.



	 	 	 	 	 
	 	Very truly yours,



JDA SOFTWARE GROUP, INC.

 	 
	 	By:  	/s/ Hamish Brewer
 	 
	 	 	Name:  	Hamish Brewer 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	JDA WORLDWIDE, INC.

 	 
	 	By:  	/s/ G. Michael Bridge
 	 
	 	 	Name:  	G. Michael Bridge 	 
	 	 	Title:  	Senior Vice President and General Counsel 	 
	 
	 	JDA SOFTWARE, INC.

 	 
	 	By:  	/s/ G. Michael Bridge
 	 
	 	 	Name:  	G. Michael Bridge 	 
	 	 	Title:  	Senior Vice President and General Counsel 	 
	 
	 	MANUGISTICS GROUP, INC.

 	 
	 	By:  	/s/ G. Michael Bridge
 	 
	 	 	Name:  	G. Michael Bridge 	 
	 	 	Title:  	Senior Vice President and General Counsel 	 



 









 






	 	 	 	 	 
	 	MANUGISTICS, INC.

 	 
	 	By:  	/s/ G. Michael Bridge
 	 
	 	 	Name:  	G. Michael Bridge 	 
	 	 	Title:  	Senior Vice President and General Counsel 	 
	 
	 	MANUGISTICS HOLDINGS DELAWARE II, INC.

 	 
	 	By:  	/s/ G. Michael Bridge
 	 
	 	 	Name:  	G. Michael Bridge 	 
	 	 	Title:  	Senior Vice President and General Counsel 	 



 









 






	 	 	 	 	 
	Accepted as of the date
hereof: 	 
	 
	Goldman, Sachs & Co. 	 
	 
	By:  	/s/ Goldman, Sachs & Co.
 	 
	 	(Goldman, Sachs & Co.) 	 
	 	 	 
	 
	Wells Fargo Securities, LLC

 	 
	By:  	/s/ James R. Zilisch
 	 
	 	Name:  	James R. Zilisch 	 
	 	Title:  	Managing Director
On behalf of each of the Purchasers 	 
	 
	 	 	
On behalf of each of the Purchasers 	 



 









 






	 	 	 	 	 



Exhibit A




JDA SOFTWARE GROUP, INC.




INSTRUCTION TO DTC PARTICIPANTS




(Date of Mailing)




URGENT — IMMEDIATE ATTENTION REQUESTED




DEADLINE FOR RESPONSE: [DATE] *



The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the JDA Software Group, Inc. (the
“Company”) $275 million in aggregate
principal amount of 8% Senior Notes due 1014 (the “Securities”) are held.



The Company is in the process of registering the Securities under the Securities Act of 1933 (as
amended) for resale by the beneficial owners thereof. In order to have their Securities included
in the registration statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.



It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire by [Deadline For
Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact JDA Software Group, Inc., 1440 North
87th Street, Scottsdale, AZ 85260, Attn: General Counsel.






 




			
	* 	 	Not less than 28 calendar days from date of mailing.




A-1









 










JDA SOFTWARE GROUP, INC.




Notice of Registration Statement




and




Selling Securityholder Questionnaire




(Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) between JDA Software Group, Inc.
(the “Company”), the Guarantors
party thereto and the Purchasers named therein. Pursuant to the Exchange and Registration Rights
Agreement, the Company has filed or will file with the United States Securities and Exchange
Commission (the “Commission”) a registration statement on Form [______] (the “Shelf Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of the Company’s $275 million in aggregate principal amount of 8%
Senior Notes due 2014 (the “Securities”). A copy of the Exchange and Registration Rights Agreement
has been filed as an exhibit to the Shelf Registration Statement and can be obtained from the
Commission’s website at www.sec.gov. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.



Each beneficial owner of Eligible Securities (as defined below) is entitled to have the Eligible
Securities beneficially owned by it included in the Shelf Registration Statement. In order to have
Eligible Securities included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed,
executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR
BEFORE [Deadline for Response]. Beneficial owners of Eligible Securities who do not properly
complete, execute and return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus
forming a part thereof for resales of Eligible Securities.



Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Eligible Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.



The term
“Eligible Securities” is defined in the Exchange and Registration Rights Agreement.




A-2









 








ELECTION



The undersigned holder (the “Selling Securityholder”) of Eligible Securities hereby elects to
include in the Shelf Registration Statement the Eligible Securities beneficially owned by it and
listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Eligible Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without
limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned
Selling Securityholder were an original party thereto.



Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company, its officers who sign any Shelf Registration Statement, and each
person, if any, who controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), against certain
loses arising out of an untrue statement, or the alleged untrue statement, of a material fact in
the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to
state a material fact required to be stated in such Shelf Registration Statement or the related
prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement
or omission, was made in reliance on and in conformity with the information provided in this Notice
and Questionnaire.



Upon any sale of Eligible Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer
(completed and signed) set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange
and Registration Rights Agreement.



The Selling Securityholder hereby provides the following information to the Company and represents
and warrants that such information is accurate and complete:





A-3











 





QUESTIONNAIRE




	 	 	 
	(1) (a)

	 	Full legal name of Selling Securityholder:
	 
	 	 
	 

	 	 

	(b)

	 	Full legal name of registered Holder (if not the same as in (a) above) of Eligible
Securities listed in Item (3) below:
	 
	 	 
	 

	 	 

	(c)

	 	Full legal name of DTC Participant (if applicable and if not the same as (b) above)
through which Eligible Securities listed in Item (3) below are held:
	 
	 	 
	 

	 	 

	 

	 	Please note that the SEC requires that these persons or entities be named in the
prospectus.
	(2) Address for notices to Selling Securityholder:
	 

	 	                                                                     
           
	 
	 	 
	 

	 	                                                                       
         
	 
	 	 
	 

	 	                                                                       
         
	 

	 	Telephone:                                                                      
           
	 
	 	 
	 

	 	Fax:             
                  
                  
                  
                      
	 
	 	 
	 

	 	Contact Person:               
                   
                   
                    
         
       
	 
	 	 
	 

	 	E-mail for Contact Person:                                                                   
                    
	 
	 	 
	(3) Beneficial Ownership of Securities:
	 
	 	 
	 

	 	Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	 
	 	 
	(a)

	 	Principal amount of Eligible Securities beneficially owned:     
                  
             
          
	 

	 	CUSIP No(s). of such Eligible Securities:        
                  
                  
             
                
	 
	 	 
	(b)

	 	Principal amount of Securities other than Eligible Securities beneficially owned:
	 
	 	 
	 

	 	 

	 

	 	CUSIP No(s). of such other Securities:                                                             
	 
	(c)

	 	Principal amount of Eligible Securities that the undersigned wishes to be included in
the Shelf Registration Statement:                                                             
	 

	 	CUSIP No(s). of such Eligible Securities to be included in the Shelf Registration
Statement:                                                                            
                         
	 
	 	 
	(4) Beneficial Ownership of Other Securities of the Company:
	 
	 	 
	 

	 	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not
the beneficial or registered owner of any other securities of the Company, other than
the Securities listed above in Item (3).
	 
	 	 
	 

	 	State any exceptions here:
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 







A-4









 






	 	 	 
	(5) Individuals who exercise dispositive powers with respect to the Securities:
	 
	 	 
	 

	 	If the Selling Securityholder is not an entity that is required to file
reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a
“Reporting Company”), then the Selling Securityholder must disclose the name of the
natural person(s) who exercise sole or shared dispositive powers with respect to the
Securities. Selling Securityholders should disclose the beneficial holders, not
nominee holders or other such others of record. In addition, the Commission has
provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be
used by analogy when determining the person or persons sharing voting and/or
dispositive powers with respect to the Securities.
	 
	(a)

	 	Is the holder a Reporting Company?
	 
	 

	 	Yes o                     No o
	 
	 

	 	If “No”, please answer Item (5)(b).
	 
	(b)

	 	List below the individual or individuals who exercise dispositive powers with respect to the Securities:
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 

	 	Please note that the names of the persons listed in (b) above will be included in the
Shelf Registration Statement and related Prospectus.
	 
	 	 
	(6) Relationships with the Company:
	 
	 	 
	 

	 	Except as set forth below, neither the Selling Securityholder nor any of its affiliates,
officers, directors or principal equity holders (5% or more) has held any position or
office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.
	 
	 	 
	 

	 	State any exceptions here:
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	(7) Plan of Distribution:
	 
	 	 
	 

	 	Except as set forth below, the undersigned Selling Securityholder (including its donees or
pledgees) intends to distribute the Eligible Securities listed above in Item (3) only
as follows (if at all): Such Eligible Securities may be sold from time to time
directly by the undersigned Selling Securityholder or alternatively through
underwriters or broker-dealers or agents. If the Eligible Securities are sold through
underwriters or broker-dealers, the Selling Securityholder will be responsible for
underwriting discounts or commissions. Such Eligible Securities may be sold in one
or more transactions at fixed prices, at prevailing market prices at the time of
sale, at varying prices






A-5









 






	 	 	 
	 

	 	determined at the time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions) (i) on any national
securities exchange or quotation service on which the Registered Securities may be listed
or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-counter market, or (iv)
through the writing of options. In connection with sales of the Eligible Securities or
otherwise, the Selling Securityholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Eligible Securities in the
course of hedging the positions they assume. The Selling Securityholder may also sell
Eligible Securities short and deliver Eligible Securities to close out such short
positions, or loan or pledge Eligible Securities to broker-dealers that in turn may sell
such securities. The Selling Securityholder may pledge or grant security interest in some
or all of the Eligible Securities owned by it and, if it defaults in the performance of
its secured obligations, the pledgees or secured parties may offer and sell the Eligible
Securities from time to time pursuant to the prospectus.
	 
	 	 
	 

	 	State any exceptions here:
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 

	 	Note: In no event may such method(s) of distribution take the form of an underwritten
offering of Eligible Securities without the prior written agreement of the Company.
	 
	 	 
	(8) Broker-Dealers:
	 
	 	 
	 

	 	The Commission requires that all Selling Securityholders that are registered
broker-dealers or affiliates of registered broker-dealers be so identified in the
Shelf Registration Statement. In addition, the Commission requires that all Selling
Securityholders that are registered broker-dealers be named as underwriters in the
Shelf Registration Statement and related Prospectus, even if they did not receive the
Eligible Securities as compensation for underwriting activities.
	 
	(a)

	 	State whether the undersigned Selling Securityholder is a registered broker-dealer:
	 
	 	 
	 

	 	Yes o                     No o
	 
	 	 
	(b)

	 	If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if
applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be
included in the Shelf Registration Statement and related Prospectus.
	 
	 

	 	(i)      Were the Securities acquired as compensation for underwriting activities?
	 
	 	 
	 

	 	Yes o                     No o
	 
	 	 
	 

	 	If you answered “Yes”, please provide a brief description of the transaction(s)
in which the Securities were acquired as compensation:
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 

	 	(ii)      Were the Securities acquired for investment purposes?

	 
	 

	 	Yes o                     No o






A-6









 






	 	 	 
	 

	 	(iii)      If you answered “No” to both (i) and (ii), please explain the Selling
Securityholder’s reason for acquiring the Securities:
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	(c)

	 	State whether the undersigned Selling Securityholder is an affiliate of a registered
broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s):
	 
	 	 
	 

	 	Yes o                     No o
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	(d)

	 	 If you answered “Yes” to question (c) above:
	 
	 	 
	 

	 	(i)      Did the undersigned Selling Securityholder purchase Eligible Securities in the ordinary course of business?
	 
	 	 
	 

	 	Yes o                     No o
	 
	 	 
	 

	 	If the answer is “No” to question (d)(i), provide a brief explanation of the
circumstances in which the Selling Securityholder acquired the Eligible
Securities:
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 

	 	(ii)    At the time of the purchase of the Eligible Securities, did the undersigned
Selling Securityholder have any agreements, understandings or arrangements, directly
or indirectly, with any person to dispose of or distribute the Eligible Securities?

	 
	 	 
	 

	 	Yes o                     No o
	 
	 	 
	 

	 	If the answer is “Yes” to question (d)(ii), provide a brief explanation of such
agreements, understandings or arrangements:
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 

	 	If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as
an underwriter in the Shelf Registration Statement and the related Prospectus.
	 
	 	 
	(9) Hedging and short sales:
	 
	 	 
	(a)

	 	State whether the undersigned Selling Securityholder has or will enter into “hedging
transactions” with respect to the Eligible Securities:
	 
	 	 
	 

	 	Yes o                     No o
	 
	 	 
	 

	 	If “Yes”, provide below a complete description of the hedging transactions
into which the undersigned Selling Securityholder has entered or will enter and the
purpose of






A-7









 






	 	 	 
	 

	 	such hedging transactions, including the extent to which such hedging transactions remain
in place:
	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	 
	 	 
	 

	 	 

	(b)

	 	Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly
Available Interpretations regarding short selling:
	 
	 	 
	 

	 	“An issuer filed a Form S-3 registration statement for a secondary offering of common
stock which is not yet effective. One of the selling shareholders wanted to do a short
sale of common stock “against the box” and cover the short sale with registered shares
after the effective date. The issuer was advised that the short sale could not be made
before the registration statement becomes effective, because the shares underlying the
short sale are deemed to be sold at the time such sale is made. There would, therefore,
be a violation of Section 5 if the shares were effectively sold prior to the effective
date.”
	 
	 	 
	 

	 	By returning this Notice and Questionnaire, the undersigned Selling Securityholder will be
deemed to be aware of the foregoing interpretation.






* * * * *



By signing below, the Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder relating to stock manipulation, particularly Regulation M (or any successor
rule or regulation) and the provisions of the Securities Act, including without limitation those
relating to prospectus delivery, in connection with any offering of Eligible Securities pursuant to
the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on
its behalf will engage in any transaction in violation of such provision.



The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration
Rights Agreement to indemnify and hold harmless the Company and certain other persons as set forth
in the Exchange and Registration Rights Agreement.



The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration
Rights Agreement to suspend the use of the Shelf Registration Statement under certain circumstances
as set forth in the Exchange and Registration Rights Agreement



In the event that the Selling Securityholder transfers all or any portion of the Eligible
Securities listed in Item (3) above after the date on which such information is provided to the
Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration
Rights Agreement.



By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (9) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.




A-8









 







In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect
and to provide such additional information that the Company may reasonably request regarding such
Selling Securityholder and the intended method of distribution of Eligible Securities in order to
comply with the Securities Act. Except as otherwise provided in the Exchange and Registration
Rights Agreement, all notices hereunder and pursuant to the Exchange and Registration Rights
Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:



(i) To the Company:



1440 North 87th Street

Scottsdale, AZ 85260

Attn: General Counsel



(ii) With a copy to:



DLA Piper LLP

2525 East Camelback Road, Suite 1000

Phoenix, AZ 85016

Attn: Steven D. Pidgeon



Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the representations and
warranties contained herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Eligible Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire shall
be governed in all respects by the laws of the State of New York.




A-9









 







IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



Dated:                                                               
     




	 	 	 	 	 
	 	Selling Securityholder

(Print/type full legal name of beneficial owner of Eligible Securities)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
[DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:




 






 






 






 






 






A-10









 





Exhibit B




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




U. S. Bank National Association

JDA Software Group, Inc.

c/o U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107-2292




Attention: Trust Officer




			
	Re:

	 	JDA Software Group, Inc. (the “Company”)

$275 million 8% Senior Notes due 2014





Dear Sirs:



Please be advised that                                          has transferred $                     
                                        in aggregate principal amount of the above-referenced
Notes pursuant to an effective Registration Statement on Form [           ] (File No. 333-         ) filed by the Company.



We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933,
as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as
a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such
owner’s name.



Dated:




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	  	 	 
	 	 	(Name) 	 
	 	 	 
	 	By:  	
 	 
	 	 	(Authorized Signature) 	 
	 	 	 	 
	 




Endnotes-1