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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT




     This Second Amendment to Loan and Security Agreement is entered into as of
March 31, 2004 by and among SILICON VALLEY BANK (“Bank”), whose address is 3003
Tasman Drive, Santa Clara, California 95054 and having a loan production office
at 1660 International Drive, Suite 600, McLean, Virginia 22102 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”), and MANUGISTICS, 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 Bank, Borrowers are indebted to Bank pursuant to, among
other documents, a Loan and Security Agreement, dated April 12, 2002 (as
amended and as may be further amended from time to time, the “Loan Agreement”).
The Loan Agreement provides for, among other things, a committed equipment
line in the original principal amount of Five Million Dollars ($5,000,000) (the
“Equipment Facility”). In addition, (a) pursuant to that certain Loan and
Security Agreement of even date herewith by and among the Borrowers and Bank,
Bank has agreed to make an additional committed equipment line (the “Second
Equipment Facility”) to Borrowers in the maximum principal amount of Five
Million Dollars ($5,000,000) and (b) pursuant to that certain Loan Agreement
dated January 14, 2003 by and among Borrowers and Bank, Bank has agreed to make
a revolving line of credit (the “Revolving Facility”) to Borrowers. in the
maximum principal amount of Twenty Million ($20,000,000). Hereinafter, all
indebtedness owing by Borrowers to Bank under the Equipment Facility shall be
referred to as the “Indebtedness.”



2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the
Collateral as described in 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. DESCRIPTION OF CHANGE IN TERMS.



     A. Modifications to Equipment Facility.



          (i) Section 2.1.2(c) of the Loan Agreement is amended and restated in its
entirety as follows:




(c) Interim Payment. In addition to the Scheduled Payments, on the
Funding Date for each Equipment Advance (unless the Funding Date is
the first Business Day of the month) Borrowers shall pay to Bank,
on behalf of Bank, the projected interest to accrue from the
Funding Date to the first Payment Date, at the Basic Rate.



          (ii) Sections 2.1.2(e) and (f) of the Loan Agreement are amended and
restated in their entirety as follows:




(e) Mandatory Prepayment Upon an Acceleration. If the Equipment
Advances are accelerated following the occurrence of an Event of
Default or otherwise (other than following an Event of Loss), then
Borrowers will immediately pay to Bank (i) all unpaid Scheduled
Payments (including principal and interest) with respect to each
Equipment Advance, (ii) all outstanding principal, (iii) all
accrued unpaid interest, including the default rate of interest, to
the date of the prepayment, (iv) the Prepayment Fee, and (v) all
other sums, if any, that shall have become due and payable with
respect to any Equipment Advance.




(f) Permitted Prepayment of Loans. Borrowers shall have the option
to prepay any Equipment Advance (or all Equipment Advances)
advanced by Bank under this Agreement, provided Borrowers (i)
provide written notice to Bank of its election to prepay



 









 






such Equipment Advance at least thirty (30) days prior to such
prepayment, and (ii) pays,
on the date of the prepayment (A) all outstanding principal; (B)
all unpaid accrued interest to the date of the prepayment; (C) a
prepayment fee (the “Prepayment Fee”) equal to (i) one and one half
of one percent (1.5%) of the amount prepaid if the prepayment
occurs within the first twelve (12) months from the date of the
Equipment Advance; (ii) one percent (1%) of the amount prepaid if
the prepayment occurs after the first twelve (12) months, and prior
to the twenty fourth (24th) month from the date of the Equipment
Advance; and (iii) one half of one percent (.5%) of the amount
prepaid at all times after the first twenty four (24) months from
the date of the Equipment Advance; and (D) all other sums, if any,
that shall have become due and payable hereunder with respect to
this Agreement. Notwithstanding the foregoing, Borrower shall not
be required to pay the Prepayment Fee in the event it elects to pay
the Obligations in full within thirty (30) days of obtaining
knowledge that all or any part of, or any interest in, Bank’s
obligations, rights and benefits under this Agreement have been
transferred, sold or assigned as permitted under Section 12.1
herein.



          (iii) Section 6.3 of the Loan Agreement is amended and restated in its
entirety as follows:



          Section 6.3 Financial Covenants.




     Borrowers will maintain as of the last day of each
fiscal quarter:




(a) Quick Ratio. A ratio of (i) Quick Assets to (ii)
Current Liabilities, plus long term Indebtedness to Bank and
issued letters of credit under the Committed Revolving Line
minus deferred revenue of at least 1.75 to 1.00.




(b) Tangible Net Worth. A Tangible Net Worth of at least
$130,000,000 as of the quarter ending May 31, 2004,
$140,000,000 as of the quarters ending August 31, 2004 and
November 30, 2004, and $150,000,000 for the quarter ending
February 28, 2005, and thereafter at such levels as agreed
to by Bank based upon the Company’s projections.



          (iv) Section 6.6 of the Loan Agreement is amended and restated in its
entirety as follows:



          Section 6.6 Deposit Accounts.




     Borrowers will at all times, maintain not less than
$50,000,000 in cash and/or investments with Bank and/or its
Affiliates. Funds may be maintained in investment vehicles
or operating accounts at the Borrower’s discretion.
Borrowers agree that in the event that Borrowers request
that any such amounts required to be maintained herein be
held in an investment or other account with any Affiliate of
Bank, Borrowers shall promptly execute and deliver an
Account Control Agreement to Bank in Bank’s standard form.



          (v) Section 6.7(b) of the Loan Agreement is amended and restated in its
entirety as follows:




(b) during the continuance of an Event of Default, on or before the
Payment Date after such Event of Loss for each such item of
Financed Equipment subject to such Event of Loss, Borrowers will,
at Bank’s option, pay to Bank an amount equal to all accrued
interest to the date of the prepayment, plus all outstanding
principal, plus a prepayment fee equal to (i) one and one half of
one percent (1.5%) of the amount prepaid if the prepayment occurs
within the first twelve (12) months from the date of the Equipment
Advance; (ii) one




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percent (1%) of the amount prepaid if the
prepayment occurs after the first twelve (12)
months, and prior to the twenty fourth (24th) month from the date
of the Equipment Advance; and (iii) one half of one percent (.5%)
of the amount prepaid at all times after the first twenty four (24)
months from the date of the Equipment Advance, plus all other sums,
if any, that shall have become due and payable, including interest
at the Default Rate with respect to any past due amounts.



          (vi) Section 7.2 of the Loan Agreement is amended and restated in its
entirety as follows:



          7.2 Changes in Business, Ownership, Management or Business
Locations.




     Engage in or permit any of its Subsidiaries to engage in any
business other than the businesses currently engaged in by Borrower
or reasonably related thereto or have a material change in its
senior management, unless such senior management is replaced with
an individual or individuals with comparable experience and
qualifications in Borrower’s good faith business judgment within
120 days or any Person or group of Persons acting in concert shall
acquire more thirty five percent (35%) (other than by the sale of
Borrower’s equity securities in a public offering or to venture
capital investors so long as Borrower identifies and advises Bank
of the venture capital investors prior to the closing of the
investment), except where (i) no Event of Default has occurred and
is continuing or would result from such action during the term of
this Agreement and (ii) Borrowers remain in compliance with Section
6.3 hereof following any such transaction. A Subsidiary may merge
or consolidate into another Subsidiary or into any Borrower.
Borrower will not, without at least thirty (30) days prior written
notice, change its state of formation, or change the locations
where the Collateral is located as set forth in the Schedule or as
previously disclosed to Bank.



          (vii) Section 7.3 of the Loan Agreement is amended and restated in its
entirety as follows:



          Section 7.3 Mergers or Acquisitions.




     Merge or consolidate, or permit any of its Material
Subsidiaries to merge or consolidate, with any other Person,
or acquire, or permit any of its Subsidiaries to acquire,
all or substantially all of the capital stock or property of
another Person (a “Target”), except (a) a Subsidiary may
merge or consolidate into another Subsidiary or into any
Borrower (b) in connection with a Permitted Acquisition (as
hereinafter defined). Borrower may acquire by merger, stock
purchase, asset purchase or otherwise, all or substantially
all the assets of any Person or make any investments in any
such Person (each a “Permitted Acquisition” and
collectively, the “Permitted Acquisitions”) during the
existence of this Agreement without Bank’s consent,
provided, however, that each of the following conditions
precedent are in satisfied:




(i) After giving effect to such Permitted Acquisition,
Borrower shall continue to be in compliance with the
financial covenants set forth in Section 6.3 hereof;




(ii) The net cash consideration (after adding any cash
and cash equivalents to be acquired through the
acquisition of the Target) for any single Permitted
Acquisition does not exceed Fifteen Million Dollars
($15,000,000) and the aggregate net cash consideration
of all Permitted Acquisitions within a single fiscal
year does not exceed Thirty Million Dollars
($30,000,000) (the “Acquisition Cap”);



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(iii) The Person being acquired (“Target”) is a going
concern;




(iv) With respect to any Permitted Acquisitions
financed with the Company’s equity, the number of the shares of the Company’s common stock issued as
consideration for any single Permitted Acquisition
does not exceed twenty percent (20%) of the number of
the shares of the Company’s issued and outstanding
common stock on the closing date of such Permitted
Acquisition;




(v) After giving affect to the Permitted Acquisition,
the Borrowers’ current Senior Management remains
actively involved in the ongoing business of each
Borrower (subject to changes in Senior Management
permitted by Section 7.2 hereof); and




(vi) After giving affect to the Permitted Acquisition,
there shall not exist any Event of Default under this
Agreement or any of the Loan Documents.




For purposes hereof, only cash consideration incurred
in connection with each Permitted Acquisition (not the
value of non-compete agreements and the value of
assets, stock, warrants, or other property
transferred, pledged or given in connection with any
Permitted Acquisition) shall be included in the
calculation of the Acquisition Cap, if such Target is
a Material Subsidiary.




Upon completion of each Permitted Acquisition,
Borrowers shall at Borrowers’ expense, cause each
Target which is organized in the United States to be
added as a co-obligor on this Agreement and the Loan
Documents.



          (ix) Section 7.8 of the Loan Agreement is amended and restated in its
entirety as follows:



          Section 7.8 Subordinated Debt.




     (a) Make any Material Subordinated Debt Modification to
any document relating to the Subordinated Debt without
Bank’s prior written consent, or (b) make any payment on the
Subordinated Debt, provided, however, that (i) Borrowers are
permitted to make payments (“Permitted Conversion Payments”)
of up to Ten Million Dollars ($10,000,000) in the aggregate
in any twelve-month period in connection with the conversion
of Subordinated Debt into equity so long as such payments
are not payments of principal or interest, but are
additional consideration paid to the holders of the
Subordinated Debt in connection with such conversion, and
provided, further, that Permitted Conversion Payments may
only be made if such Permitted Conversion Payments are
approved by the Board of Directors of the Company, and
further provided that at the time of and on a pro forma
basis after giving effect to such Permitted Conversion
Payments, no Event of Default shall have occurred or would
thereby occur under any Loan Document, and (ii) Borrowers
are permitted to make payments on the Subordinated Debt from
proceeds of sales of the Company’s capital stock from and
after the date hereof, provided that at the time of and on a
pro forma basis after giving effect to such payments, no
Event of Default shall have occurred or would thereby occur
under any Loan Document.




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          (x) The definitions of “Permitted Indebtedness”, “Permitted Investments”
and “Tangible Net Worth” set forth in Section 13.1 of the Loan Agreement are
amended and restated in their entirety as follows:



          “Permitted Indebtedness” is:




     (a) Borrowers’ indebtedness to Bank under this Agreement or
any other Loan Document;




     (b) Indebtedness existing on the Closing Date and shown on the
Schedule and any Indebtedness hereafter incurred for the purpose of
refinancing such existing Indebtedness, provided the principal
amount of such Indebtedness does not increase as a result of such
refinancing (it being understood that the Indebtedness permitted
under this clause shall be in addition to the Indebtedness
permitted under any of the other clauses of this definition of
Permitted Indebtedness);




     (c) Subordinated Debt;




     (d) Indebtedness to trade creditors and other account payables
incurred in the ordinary course of business;




     (e) Unsecured Indebtedness of the Company and certain of its
Subsidiaries in the maximum aggregate principal amount of Ten
Million Dollars ($10,000,000), provided the maturity date of all
such Indebtedness is not less than one hundred eighty (180) days
after the Revolving Maturity Date;




     (f) Indebtedness under capital leases and purchase money
obligations provided such Indebtedness does not exceed Fifteen
Million Dollars ($15,000,000) in the aggregate for all Borrowers;




     (g) Guaranty obligations of the Company or any Subsidiary in
respect of Indebtedness otherwise permitted hereunder of the
Company or any Subsidiary; and




     (h) Indebtedness not otherwise permitted under subsections (a)
through (g) above to the extent that such Indebtedness does not
exceed Ten Million Dollars ($10,000,000) in the aggregate for all
Borrowers.



               “Permitted Investments” are:




     (a) Investments shown on the Schedule and existing on the
Closing Date;




     (b) (i) marketable direct obligations issued or
unconditionally guaranteed by the United States or its agency or
any State maturing within 2 years from its acquisition, (ii)
commercial paper maturing no more than 2 years after its creation
and having the highest rating from either Standard & Poor’s
Corporation or Moody’s Investors Service, Inc., and (iii) Bank’s
certificates of deposit issued maturing no more than 2 years after
issue;




     (c) Investments made in accordance with any investment policy
approved by the Company’s Board of Directors; and




     (d) Investments in any Subsidiary of Borrower which is not a
Borrower under this Agreement, provided that (a) all such
Investments in the aggregate do not exceed $10,000,000 in any
12-month period and (b) no Event of Default exists at the time of
any such Investment or would exist after giving effect to any such
Investment.





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     “Tangible Net Worth” is on any date, the total assets of the
Company and its consolidated Subsidiaries minus (i) any amounts
attributable to (a) goodwill and, (b) other intangible assets such
as acquired technology, customer relationships, patents, trade and
service marks and names, copyrights and capitalized software costs,
and (ii) Total Liabilities.



          (xi) The following additional definitions are added to Section 13.1 of the
Loan Agreement:




“Material Subordinated Debt Modification” means any amendment or
modification to any instrument, agreement or other document
relating to the Subordinated Debt or any other action in connection
with the Subordinated Debt that, individually or in combination
with other amendments, modifications or actions, (a) increases the
interest rate, fees or expenses due under the Subordinated Debt,
(b) increases the maximum principal amount of the Subordinated
Debt, (c) accelerates the due date or maturity date of all or part
of the Subordinated Debt, (d) changes the collateral, if any, for
the Subordinated Debt or (e) otherwise has a material adverse
effect on Borrower’s ability to pay and perform its obligations in
favor of Bank or the validity or priority of Bank’s security
interest in the Collateral.




“Quick Ratio” is unrestricted cash, cash equivalents and
investments at Bank plus total accounts receivable divided by total
current liabilities plus long-term Bank debt and issued letters of
credit and minus deferred revenue.




“Senior Management” is each of the following persons: the Chief
Executive Officer, Chief Financial Officer and Senior Vice
President and General Counsel.



          (xii) Exhibit C to the Loan Agreement is replaced in its entirety with
Exhibit C attached hereto.



4. Designated Senior Indebtedness. The Company represents, warrants and agrees
with the Bank that the Obligations under the Existing Loan Documents shall at
all times be deemed to be “Designated Senior Indebtedness” under that certain
Indenture dated October 20, 2000 between the Company and State Street Bank and
Trust Company as the same may from time to time be amended, restated or
otherwise modified (the “Indenture”). The Company further represents and
warrants that the Indenture has not been amended, restated or otherwise
modified except as set forth in the Schedule.



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



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



7. CONTINUING VALIDITY. Each Borrower understands and agrees that in modifying
the existing Indebtedness, Bank is relying upon Borrowers’ representations,
warranties, and agreements, as set forth in the Existing Loan Documents.
Except as expressly modified pursuant to this Second Amendment to Loan and
Security Agreement, the terms of the Existing Loan Documents remain unchanged
and in full force and effect. Bank’s agreement to modifications to the
existing Indebtedness pursuant to this Second Amendment to Loan and Security
Agreement in no way shall obligate Bank to make any future modifications to the
Indebtedness. Nothing in this Second Amendment to Loan and Security Agreement
shall constitute a satisfaction of the Indebtedness. It is the intention of
Bank and Borrowers to retain as liable parties all makers and endorsers of
Existing Loan Documents, unless the party is expressly released by Bank in
writing. No maker, endorser, or guarantor will be released by virtue of this
Second Amendment




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to Loan and Security Agreement. The terms of this paragraph apply not only to
this Second Amendment to Loan and Security Agreement, but also to all
subsequent amendments to loan and security agreement.



[SIGNATURES APPEAR ON THE FOLLOWING PAGE]





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     This Second Amendment to Loan and Security 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
	 
	 	 
	BANK:
	 
	 	 
	SILICON VALLEY BANK
	 
	 	 
	By: /s/ Megan Scheffel


	
 
	Name: Megan Scheffel
	Title: Vice President









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