Item 1.01 Entry into a Material Definitive Agreement.

On April 6, 2009, i2 Technologies US, Inc. ("i2 US"), a wholly-owned subsidiary of i2 Technologies, Inc. (the "Company"), entered into a Second Lease Modification Agreement (the "Modification Agreement") modifying the lease (the "Original Lease") for its corporate headquarters located at 11701 Luna Road, Dallas, Texas. The landlord for the property is PW Commerce Center, LP, as successor-in-interest to Colinas Crossing LP, the original landlord.

Under the terms of the Modification Agreement, the lease term was extended from May 31, 2010 to March 31, 2014 and the leased space was reduced from all six floors of the facility to four floors. The annual base rent amount was reduced from approximately $4,412,554 to approximately $2,000,000 per year and i2 US's share of certain building expenses and taxes was reduced from 99.45% to 64.66%. The reduced annual base rent amount is effective starting April 1, 2009.

In connection with the reduction in leased space, i2 US and the landlord agreed to certain provisions pertaining to the conversion of the office building from a single-tenant format to a multi-tenant format. As part of this conversion, the landlord agreed to provide i2 US with a tenant improvement allowance of up to $776,260. In addition, i2 US agreed to terminate its right of first offer in the event the landlord desired to sell the leased premises. The Modification Agreement also provides i2 US with a right of first opportunity to lease all or a portion of the relinquished two floors of the facility if it becomes available, subject to the terms of the lease.

The preceding summary of the Modification Agreement is not intended to be complete, and is qualified in its entirety by reference to the full text of the Modification Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2009.

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