AMENDMENT NO. ONE TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. ONE (this "Amendment") is made and entered into as of
November 7, 1997, by and among NATIONAL DATA CORPORATION ("NDC"), a Delaware
corporation; DUNKIRK, INC. ("Sub"), a Delaware corporation; and SOURCE
INFORMATICS INC. ("Source"), a Delaware corporation.
Preamble
WHEREAS, NDC, Sub and Source entered into an Agreement and Plan of Merger
dated as of August 20, 1997 (the "Agreement"), which, among other things,
provided that NDC would acquire Source pursuant to the merger of Sub with and
into Source (the "Merger"); and
WHEREAS, pursuant to Section 9.2 (h)(ii) of the Agreement, it is a condition
to NDC's obligation to consummate the Merger that Source and Xxxxx
International Inc. ("Xxxxx") execute and deliver to NDC a licensing arrangement
between Source and Xxxxx relating to operations of Xxxxx in Asia (the "East
Asia License Agreement"); and
WHEREAS, NDC, Source and Xxxxx have agreed to terminate negotiations with
respect to the East Asia License Agreement and NDC, Sub and Source have agreed
to remove the consummation of such agreement from the conditions precedent to
consummation of the Merger; and
WHEREAS, NDC, Sub and Source desire to amend the Agreement to reflect the
elimination of such condition; and
WHEREAS, NDC, Sub and Source are of the opinion that the foregoing is in the
best interests of the parties and their respective stockholders.
NOW, THEREFORE, in consideration of the above and the mutual warranties,
representations, covenants, and agreements set forth herein, the parties agree
that all references in the Agreement to the East Asia License Agreement--Exhibit
8 shall be deleted.
All capitalized terms contained in this Amendment and no otherwise defined
shall have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed on its behalf and its corporate seal to be hereunto affixed and
attested by officers thereunto as of the day and year first above written.
National Data Corporation
By: /s/ E. Xxxxxxx Xxxxxx
-------------------------------------
Name: E. Xxxxxxx Xxxxxx
Title: Senior Vice President
Dunkirk, Inc.
By: /s/ E. Xxxxxxx Xxxxxx
-------------------------------------
Name: E. Xxxxxxx Xxxxxx
Title: Senior Vice President
Source Informatics Inc.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
