EX-4.3 16 p17825exv4w3.htm EX-4.3 exv4w3
Exhibit 4.3
SUPPLEMENTAL INDENTURE
     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 28, 2010, among i2 Technologies, Inc. and i2 Technologies US, Inc. (each, a “Guaranteeing Subsidiary”), each of which is a subsidiary of JDA Software Group, Inc., a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 10, 2009 providing for the issuance of 8.0% Senior Notes due 2014 (the “Notes”);
     WHEREAS, the Indenture provides that under certain circumstances each such Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each such Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
     1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
     2. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
     4. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
     5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
     6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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     7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
     8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company.

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
     Dated: January 28, 2010
         
  I2 TECHNOLOGIES, INC.
 
 
  By:   /s/ Lindsay L. Hoopes    
    Name:   Lindsay L. Hoopes   
    Title:   Vice President & Secretary   
 
  I2 TECHNOLOGIES US, INC.
 
 
  By:   /s/ Lindsay L. Hoopes    
    Name:   Lindsay L. Hoopes   
    Title:   Vice President & Secretary   
 
  JDA SOFTWARE GROUP, INC.
 
 
  By:   /s/ Hamish Brewer    
    Name:   Hamish Brewer   
    Title:   President & CEO   
 
  JDA WORLDWIDE, INC.
 
 
  By:   /s/ Lindsay L. Hoopes    
    Name:   Lindsay L. Hoopes   
    Title:   Vice President & Secretary   
 
  JDA SOFTWARE, INC.
 
 
  By:   /s/ Lindsay L. Hoopes    
    Name:   Lindsay L. Hoopes   
    Title:   Vice President & Secretary   
 
  MANUGISTICS GROUP, INC.
 
 
  By:   /s/ Lindsay L. Hoopes    
    Name:   Lindsay L. Hoopes   
    Title:   Vice President & Secretary   

 


 

         
         
  MANUGISTICS, INC.
 
 
  By:   /s/ Lindsay L. Hoopes    
    Name:   Lindsay L. Hoopes   
    Title:   Vice President & Secretary   
 
  MANUGISTICS HOLDINGS DELAWARE II, INC.
 
 
  By:   /s/ Lindsay L. Hoopes    
    Name:   Lindsay L. Hoopes   
    Title:   Vice President & Secretary   

 


 

         
         
  U.S. BANK NATIONAL ASSOCIATION, as Trustee
 
 
  By:   /s/ Richard Prokosch    
    Name:   Richard Prokosch   
    Title:   Vice President