A SINGLE STATE OR THE UNITED STATES AND AS TO WHICH THE STATE OR THE UNITED
STATES MUST MAINTAIN A PUBLIC RECORD SHOWING THE ORGANIZATION TO HAVE BEEN
ORGANIZED.
"REPAYMENT PERIOD," AS TO THE INITIAL EQUIPMENT ADVANCE IS TWENTY-FOUR (24)
MONTHS AND AS TO ALL OTHER EQUIPMENT ADVANCES IS THIRTY (30) MONTHS.
"RESPONSIBLE OFFICER" IS EACH OF THE CHIEF EXECUTIVE OFFICER, THE PRESIDENT, THE
CHIEF FINANCIAL OFFICER AND THE CHIEF ACCOUNTING OFFICER, THE TREASURER OR THE
ASSISTANT TREASURER OF EITHER BORROWER.
"SCHEDULE" IS ANY ATTACHED SCHEDULE OF EXCEPTIONS.
"SUBORDINATED DEBT" IS INDEBTEDNESS UNDER THE NOTES ISSUED PURSUANT TO THE
INDENTURE DATED AS OF OCTOBER 20, 2000 BETWEEN THE COMPANY AND STATE STREET
BANK & TRUST COMPANY, AS TRUSTEE, AND ANY OTHER DEBT INCURRED BY ANY BORROWER
SUBORDINATED TO BORROWERS' INDEBTEDNESS OWED TO BANK AND WHICH IS REFLECTED IN A
WRITTEN AGREEMENT IN A MANNER AND FORM ACCEPTABLE TO BANK AND APPROVED BY BANK
IN WRITING.
"SUBSIDIARY" IS FOR ANY PERSON, OR ANY OTHER BUSINESS ENTITY OF WHICH MORE THAN
50% OF THE VOTING STOCK OR OTHER EQUITY INTERESTS IS OWNED OR CONTROLLED,
DIRECTLY OR INDIRECTLY, BY THE PERSON OR ONE OR MORE AFFILIATES OF THE PERSON.
"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.
"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 THE SUBORDINATED DEBT, IF
ANY, THAT BORROWERS ARE ALLOWED TO PAY UNDER SECTION 7.8 HEREOF, BUT ONLY TO THE
EXTENT THAT BORROWERS HAVE NOTIFIED BANK IN WRITING THAT THEY PLAN TO MAKE SUCH
A PAYMENT, BUT EXCLUDING ALL OTHER SUBORDINATED DEBT.
[Signatures appear on the following page]
19
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
EXHIBIT A
The Collateral consists of all of Borrowers' right, title and interest in and to
the following:
Each item of equipment, or personal property financed with a "Equipment Advance"
pursuant to that certain Loan and Security Agreement, dated as of March
,
2004 (the "Loan Agreement"), by and between Borrowers and Bank, including,
without limitation, the property described in Annex A hereto or Annex A to any
Loan Supplement, whether now owned or hereafter acquired, together with all
substitutions, renewals or replacements of and additions, improvements, and
accessions to any and all of the foregoing, and all proceeds from sales,
renewals, releases or other dispositions thereof.
EXHIBIT B
FORM OF LOAN AGREEMENT SUPPLEMENT
LOAN AGREEMENT SUPPLEMENT No. [ ]
LOAN