exv10w1



 





EXHIBIT 10.1




SECOND LOAN MODIFICATION AGREEMENT




     This Second Loan Modification Agreement (the “Agreement”) is entered into
as of September 22, 2004, effective as of August 31, 2004, by and among SILICON
VALLEY BANK (“Bank” or “Lender”), 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, 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 and Security Agreement dated April 12, 2002, (as
may be 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, pursuant to that certain Loan Agreement dated January
14, 2003 by and among the 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 Dollars ($20,000,000) which amount was
reduced to Fifteen Million Dollars ($15,000,000) pursuant to that certain Third
Amendment to Loan Agreement, dated March 31, 2004. Hereinafter, all
indebtedness owing by Borrowers to Lender under the Equipment 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 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. MODIFICATIONS TO LOAN AGREEMENT.




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


          6.3
Financial Covenants.


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




               (b) Tangible Net Worth. A Tangible Net Worth of at least
$120,000,000 as of the quarters ending August 31, 2004, November
30, 2004, and February 28, 2005, and thereafter at such levels as
agreed to by Bank based upon the Company’s projections which are
delivered to Bank on or before March 31, 2005.



          (b) The definition of “Total Liabilities” set forth in Section 13.1 of the
Loan Agreement is amended and restated in its entirety as follows:




“Total Liabilities” is on any day, obligations that should, under
GAAP, be classified as liabilities of the Company and its
consolidated Subsidiaries, including all Indebtedness, and the
current portion of Subordinated Debt, if any, that Borrowers are
allowed to pay under Section 7.8 hereof, but only to the extent the
Borrowers have notified Bank in writing that they plan to make such
a payment, but excluding all other Subordinated Debt and accruals
related to restructuring and exit activities in an amount not to
exceed Ten Million Dollars ($10,000,000) per fiscal quarter.




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




 









 










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 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 Agreement in no way shall obligate Lender to make any future modifications
to the Indebtedness. Nothing in this 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 Agreement. The terms of this
paragraph apply not only to this Agreement, but also to all subsequent loan
modification agreements.




[SIGNATURES APPEAR ON THE FOLLOWING PAGE]




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     This 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







LENDER:




SILICON VALLEY BANK




	 	 	 
	By:
	 	/s/ Megan Scheffel
	

	 	

Name: Megan Scheffel
	

	 	Title: Vice President







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EXHIBIT C

COMPLIANCE CERTIFICATE




	 	 	 
	TO:

	 	SILICON VALLEY BANK

3003 Tasman Drive

Santa Clara, CA 95054
	 
	 	 
	FROM:

	 	MANUGISTICS GROUP, INC.







     The undersigned authorized officer of Manugistics Group, Inc. (“Company”)
certifies that under the terms and conditions of the Loan and Security
Agreement between Borrowers and Bank (the “Agreement”), (i) Borrowers are in
complete compliance for the period ending    with all required
covenants except as noted below and (ii) all representations and warranties in
the Agreement are true and correct in all material respects on this date.
Attached are the required documents supporting the certification. The Officer
certifies that these are prepared in accordance with Generally Accepted
Accounting Principles (GAAP) consistently applied from one period to the next
except as explained in an accompanying letter or footnotes. The Officer
acknowledges that no borrowings may be requested at any time or date of
determination that Borrowers are not in compliance with any of the terms of the
Agreement, and that compliance is determined not just at the date this
certificate is delivered.



Please indicate compliance status by circling Yes/No under “Complies” column.




	 	 	 	 	 
	Reporting Covenant
	 	Required
	 	Complies

	Quarterly Financial Statement + CC

	 	Quarterly within 50 days
	 	Yes No
	Annual Financial Statement

	 	FYE within 120 days
	 	Yes No







	 	 	 	 	 	 	 
	Financial Covenant
	 	Required
	 	Actual
	 	Complies

	Measured Quarterly:
	 	 	 	 	 	 
	Adjusted Quick Ratio,
	 	2.00 to 1.00	 	___to 1.00	 	Yes  No
	Minimum Tangible Net Worth
	 	 	 	 	 	 
	8/31/04
	 	$120,000,000	 	$                   	 	Yes  No
	11/30/04
	 	$120,000,000	 	$                   	 	Yes  No
	2/28/05 and at all times thereafter
	 	$120,000,000	 	$                   	 	Yes  No
	 
	 	plus 50% of net	 	 	 	 
	 
	 	quarterly GAAP profit	 	 	 	 







	 	 	 	 	 	 	 
	Comments Regarding Exceptions: See Attached.	 	BANK USE ONLY
	 
	 	 	 	 	 	 
	 	 	Received by:	 	 
	

	 	 	 	
 
	Sincerely,

	 	 	 	AUTHORIZED SIGNER
	 
	 	 	 	 	 	 
	

	 	Date:	 	 	 	 
	
 	 	 	 	
 
	 
	 	 	 	 	 	 
	

	 	Verified:	 	 	 	 
	
 	 	 	 	
 
	Signature

	 	 	 	AUTHORIZED SIGNER
	 
	 	 	 	 	 	 
	

	 	Date:	 	 	 	 
	
 	 	 	 	
 
	Title
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Compliance Status:	Yes	No
	


	 	 	 	 	 	 
	Date
	 	 	 	 	 	 








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