LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of January 14, 2003
by and among SILICON VALLEY BANK ("Bank"), whose address is 0000 Xxxxxx Xxxxx,
Xxxxx Xxxxx, Xxxxxxxxxx 00000 and having a loan production office at 00000
Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 and MANUGISTICS GROUP,
INC., a corporation organized under the laws of the State of Delaware whose
address is 0000 Xxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the "Company"),
MANUGISTICS, INC., a corporation organized under the laws of the State of
Delaware whose address is 0000 Xxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000,
MANUGISTICS ATLANTA, INC., a corporation organized under the laws of the State
of Delaware whose address is 0000 Xxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 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 of even date
herewith by and among the Borrowers and Bank, Bank has agreed to make a line of
credit (the "Committed Revolving Line") to Borrowers in the maximum principal
amount of Twenty Million Dollars ($20,000,000). Hereinafter, all indebtedness
owing by Borrowers to Lender 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) The definition of "Commitment Termination Date" set
forth in Section 13.1 of the Loan Agreement is hereby amended and restated in
its entirety as follows:
"COMMITMENT TERMINATION DATE" is March 31, 2003.
(ii) The following additional definitions are added to
Section 13.1 of the Loan Agreement:
"2004 PROJECTIONS" mean those certain projections for fiscal
year 2004, delivered by the Company to Bank on or before Mach 15, 2003,
acceptable to Bank in its reasonable discretion.
"ADJUSTED NET PROFIT" is the net income of the Company and its
consolidated Subsidiaries, excluding charges associated with the
amortization of acquired technology, amortization of intangibles,
restructuring and impairment charges, purchased research and development
charges associated with acquisitions, non-cash stock compensation
expense (benefit) and charges to record valuation allowances against
deferred tax assets, together with related income tax effects.
"COMMITTED REVOLVING LINE" is a line of credit from Bank to
Borrowers in the original maximum principal amount of Twenty Million
Dollars ($20,000,000), as the same may be amended, modified, increased
or renewed from time to time.
"CURRENT LIABILITIES" are the aggregate amount of the Total
Liabilities of the Company and its consolidated Subsidiaries which
mature within one (1) year.
"QUICK ASSETS" is, on any date, all unrestricted cash and cash
equivalents held at Bank or at an Affiliate of Bank, plus all net
accounts receivables of the Company and its consolidated Subsidiaries,
determined according to GAAP.
"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, (b) intangible items such as unamortized
debt discount and expense, 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.
and the definition of "Permitted Indebtedness" is amended as follows: (A) At the
end of clause (b) of the definition of "Permitted Indebtedness", add the
following:
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),
and (B) after clause (h) of the definition of "Permitted Indebtedness", add a
new clause as follows:
(i) 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 of the Committed Revolving Line.
(iii) Section 4.1 of the Loan Agreement is amended to add the
following clause after the end of the third sentence of such section:
The Bank's hold on any such deposit account shall be limited to
the aggregate amount of the outstanding Obligations, including without
limitation, the outstanding Obligations under the Committed Revolving
Line, including the face amount of all undrawn letters of credit issued
thereunder.
(iv) Section 6.3 of the Loan Agreement is amended and
restated in its entirety as follows:
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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 outstanding
letters of credit under the Committed Revolving Line minus deferred
revenue of at least 2.00 to 1.00.
(b) Tangible Net Worth. A Tangible Net Worth of at
least $155,000,000 as of November 30, 2002, $150,000,000 as of February
28, 2003; and thereafter at such levels as agreed to by Bank based on
the Company's 2004 Projections.
(v) 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 that any Borrower is indebted to
Bank under the Committed Revolving Line, maintain not less than
$70,000,000 on deposit with Bank and/or its Affiliates and at all other
times, Borrowers will maintain not less than $15,000,000 on deposit with
Bank and/or its Affiliates.
(vi) Section 7.8 of the Loan Agreement is amended and
restated in its entirety as follows:
SECTION 7.8 SUBORDINATED DEBT.
Amend any provision in any document relating to the Subordinated
Debt without Bank's prior written consent or make principal payments on
the Subordinated Debt in excess of Ten Million Dollars ("Permitted
Subdebt Payments") in any fiscal year, provided that Permitted Subdebt
Payments may only be made if at the time of such payment Borrowers have
an Adjusted Net Profit of not less than One Dollar ($1.0) for two (2)
consecutive fiscal quarters, and further provided that at the time and
after giving effect to such Permitted Subdebt Payments no Event of
Default shall occur under any Loan Document.
(vii) Section 8.9 of the Loan Agreement is amended to delete
the reference to Section 8.3 prior to the reference to Sections 8.4, 8.5 or 8.7.
(viii) 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.
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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, 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]
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This Loan Modification Agreement is executed as of the date first
written above.
BORROWERS:
MANUGISTICS GROUP, INC.
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Chief Financial Officer
MANUGISTICS, INC.
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Chief Financial Officer
MANUGISTICS ATLANTA, INC.
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: President
LENDER:
SILICON VALLEY BANK
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: VP
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