exv10w1



 


EXHIBIT 10.1



LOAN MODIFICATION AGREEMENT



     This
Loan Modification Agreement is entered into as of December 16, 2003
by and among SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive,
Santa Clara, California 95054 and having a loan production office at 11600
Sunrise Valley Drive, Suite 400, Reston, Virginia 20191 and MANUGISTICS GROUP,
INC., a corporation organized under the laws of the State of Delaware whose
address is 9715 Key West Avenue, Rockville, Maryland 20850 (the “Company”),
MANUGISTICS, INC., a corporation organized under the laws of the State of
Delaware whose address is 9715 Key West Avenue, Rockville, Maryland 20850,
MANUGISTICS ATLANTA, INC., a corporation organized under the laws of the State
of Delaware whose address is 9715 Key West Avenue, Rockville, Maryland 20850
and any Persons who are now or hereafter made parties to the Loan Agreement (as
hereinafter defined) (each a “Borrower” and collectively, “Borrowers”).


1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which
may be owing by Borrowers to Lender, Borrowers are indebted to Lender pursuant
to, among other documents, a Loan Agreement dated January 14, 2003, (as may be
amended from time to time, the “Loan Agreement”). The Loan Agreement provides
for, among other things, a Committed Revolving Line in the original principal
amount of Twenty Million Dollars ($20,000,000) (the “Revolving Facility”).
Hereinafter, all indebtedness owing by Borrowers to Lender under the Revolving
Facility shall be referred to as the “Indebtedness.” Capitalized terms used
herein and not otherwise defined herein shall have the meaning attributed to
such terms in the Loan Agreement.



2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness shall be
secured by the Collateral upon the occurrence of a Financial Covenant Default
as described in Section 4 of the Loan Agreement. Hereinafter, the Loan
Agreement, together with all other documents securing repayment of the
Indebtedness shall be referred to as the “Existing Loan Documents”.



3. MODIFICATIONS TO LOAN AGREEMENT.



The definition of “Revolving Maturity Date” set forth in Section
13.1 of the Loan Agreement is amended and restated in its entirety as
follows:


"Revolving Maturity Date” is March 31, 2004.


4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.



5. NO DEFENSES OF BORROWERS. Borrowers agree that they have no defenses
against the obligations to pay any amounts under the Indebtedness.



6. CONTINUING VALIDITY. Each Borrower understands and agrees that in
modifying the existing Indebtedness, Lender is relying upon Borrowers’
representations, warranties, and agreements, as set forth in the Existing Loan
Documents. Except as expressly modified pursuant to this Loan Modification
Agreement, the terms of the Existing Loan Documents remain unchanged and in
full force and effect. Lender’s agreement to modifications to the existing
Indebtedness pursuant to this Loan Modification Agreement in no way shall
obligate Lender to make any future modifications to the Indebtedness. Nothing
in this Loan Modification Agreement shall constitute a satisfaction of the
Indebtedness. It is the intention of Lender and Borrowers to retain as liable
parties all makers and endorsers of Existing Loan Documents, unless the party
is expressly released by Lender in writing. No maker, endorser, or guarantor
will be released by virtue of this Loan Modification Agreement. The terms of
this paragraph apply not only to this Loan Modification Agreement, but also to
all subsequent loan modification agreements.



[SIGNATURES APPEAR ON THE FOLLOWING PAGE]











 




     This Loan Modification Agreement is executed as of the date first written
above.


BORROWERS:


MANUGISTICS GROUP, INC.



	 	 	 
	By:	 	
/s/ Raghavan Rajaji
	 	 	
Name: Raghavan Rajaji
	 	 	
Title: Executive Vice President and Chief Financial Officer





MANUGISTICS, INC.



	 	 	 
	By:	 	
/s/ Raghavan Rajaji
	 	 	
Name: Raghavan Rajaji
		 	
Title: Executive Vice President and Chief Financial Officer
	:





MANUGISTICS ATLANTA, INC.



	 	 	 
	By:	 	
/s/ Raghavan Rajaji
	 	 	
Name: Raghavan Rajaji
		 	
Title: Executive Vice President and Chief Financial Officer
	:





LENDER:


SILICON VALLEY BANK



	 	 	 
	By:	 	
/s/ Megan Sheffel________________
	 	 	
Name: Megan Sheffel
	 	 	
Title: Vice President







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