EXHIBIT 99.2
SECURED PROMISSORY NOTE
$15,000,000.00 May 16, 2003
WHEREAS, SYNAVANT INC., a corporation of the State of Delaware
("Borrower"), DENDRITE INTERNATIONAL, INC. a corporation of the State of New
Jersey ("Lender") and Lender's wholly-owned subsidiary, Amgis Acquisition Co.
("Amgis") have entered into an Agreement and Plan of Merger dated as of May 9,
2003, as amended by an Amendment to Merger Agreement, dated May 16, 2003 (as
amended, the "Merger Agreement"); and
WHEREAS, pursuant to the Merger Agreement, Xxxxx will commence a cash
tender offer to purchase all of the issued and outstanding shares of common
stock of Borrower and will subsequently be merged with and into Borrower, with
Borrower continuing as the surviving corporation in such merger ("Merger"); and
WHEREAS, Xxxxxxxx has indicated to Lender a desire for a new funding
source to provide liquidity for Borrower in order to help maintain the business
of Borrower during the period from the date hereof until the Merger is
consummated; and
WHEREAS, Xxxxxx, subject to the terms and conditions of this Promissory
Note, is willing to make a bridge loan to Borrower to secure for Lender the
continuation of the business of Borrower until the Merger is consummated as
contemplated under the Merger Agreement;
NOW, THEREFOR:
Borrower shall be entitled to make borrowings hereunder by giving
Xxxxxx prior written notice of each loan requested hereunder, substantially in
the form attached hereto as Exhibit A (each a "Borrowing Notice"), specifying
the amount, requested date and purpose of each loan and signed by the chief
financial officer or controller of Xxxxxxxx, or such other officer of Borrower
as acceptable to Lender. The aggregate principal amount of all loans hereunder
outstanding at any given time shall not exceed $15,000,000; provided that, (i)
the aggregate principal amount outstanding at any given time prior to June 1,
2003 shall not exceed $6,000,000, and (ii) the aggregate principal amount
outstanding at any given time from and including June 1, 2003 through and
including June 30, 2003, shall not exceed $9,000,000. Within one business day of
the delivery of a Borrowing Notice to the Lender, the Lender unconditionally
shall advance the amount of such requested loan, without any offset or
counterclaim, to Borrower by wire transfer of immediately available funds to the
account of Borrower as Borrower shall designate in the corresponding Borrowing
Notice. Any advances hereunder subsequent to the initial advance shall be
limited to $1,000,000 in any given day, unless otherwise approved by Lender,
which approval shall not be unreasonably withheld. The initial advance hereunder
shall be used, among other things, to satisfy all outstanding obligations under
and terminate the Revolving Credit and Security Agreement, dated March 31, 2003
between Borrower and certain of its subsidiaries and CapitalSource Finance LLC
(the "Credit Agreement"), in each case in accordance with the terms and
conditions of the Credit Agreement.
FOR VALUE RECEIVED, Borrower, unconditionally promises to pay in lawful
monies of the United States of America, to the order of Lender, at its office at
0000 Xx. Xxxxxx Avenue, Morristown, NJ 07960-6797 or such other place as the
holder hereof may, from time to time, designate in writing the principal amount
of all loans outstanding under this Promissory Note together with interest as
herein provided.
Principal and interest hereof shall be repaid, without any offset or
counterclaim, in one installment on the Maturity Date (as defined below) when
the unpaid balance of the principal amount of all loans outstanding and any
accrued interest shall be and become immediately due and payable.
Interest on principal hereunder shall be due and payable on the date that
principal is due and owing, and shall accrue at a rate of five (5%) per annum
from the date hereof until paid in full; provided that any amount of principal
(or, to the extent permitted by law, of interest) payable hereunder which is not
paid on the Maturity Date shall bear interest payable on demand, from the day
when said amount becomes due as aforesaid until it is paid in full, at a rate of
eight (8%) per annum.
This Promissory Note shall be terminated and shall become immediately due and
payable without notice or demand of any kind, all of which are expressly waived,
and Lender shall be entitled to exercise forthwith (to the extent and in such
order as Lender may elect, in it sole and absolute discretion) any or all rights
and remedies provided for in this Promissory Note, and all other rights and
remedies that may otherwise be available to Lender by agreement or at law or in
equity if Borrower shall fail to pay any principal or interest owing on this
Promissory Note by (i) the Termination Date, as defined under the Merger
Agreement, or (ii) the date that the Merger Agreement is terminated for any
reason (other than pursuant to Section 8.1(c) (unless the right to terminate
under that Section is not available to Borrower), Section 8.1(g) (unless
Purchaser has notified Borrower, in writing, in good faith that it intends to
close the Merger thereunder and there is a reasonable likelihood that such
Merger will occur) or Section 8.1(h) (unless Borrower is in breach of the Merger
Agreement) thereunder) or (iii) the date that Borrower shall approve a Superior
Proposal (as defined in the Merger Agreement) which has not been submitted by
Lender (the earliest of (i), (ii) or (iii) to occur is referred to herein as the
"Maturity Date"). Payment on the Maturity Date shall be wire transferred to the
account set forth on Exhibit B or such other account as Lender may designate in
writing to Borrower.
Borrower may prepay any and all amounts owing hereunder at any time without
premium or penalty.
Borrower shall be liable for all costs, charges and expenses, and other sums
incurred or advanced by Lender (including reasonable legal fees and
disbursements) to collect on the obligations under this Promissory Note after
the Maturity Date.
Effective at such time as the principal amount of all loans outstanding under
this Promissory Note exceeds $5,000,000, to secure the prompt payment and
performance to Lender of all obligations under this Promissory Note, (i)
Borrower hereby grants to Lender, a continuing lien and security interest upon
and against all of Borrower's assets, including, without limitation, all
accounts, general intangibles, inventory, software and data bases, in each case
whether now owned or existing or hereafter created, acquired or arising and
wheresoever located, together with all proceeds and products of the foregoing,
(ii) Borrower shall execute such UCC-1 financing statements as are required by
the Uniform Commercial Code and such other instruments, assignments or documents
as are necessary to perfect Xxxxxx's lien and security interest upon any of the
collateral and shall take such other reasonable actions as may be required to
perfect or to continue the perfection of Lender's lien and security interest
upon the collateral, and (iii) Lender shall be entitled to file, without
Borrower's signature, all necessary or appropriate UCC-1 financing statements,
such UCC-1 financing statements to be provided to Borrower in advance of filing
for review and comment with regard to being consistent with the above grant of a
security interest .
Xxxxxx hereby agrees that upon payment in full of all outstanding loans and
accrued and unpaid interest hereunder and the termination of this Promissory
Note (whether on the Maturity Date or earlier), (i) all obligations of the
Borrower hereunder shall be terminated, (ii) all liens granted in connection
herewith shall automatically be terminated and have no further effect and rights
to collateral shall revert to the Borrower and
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(iii) Lender shall promptly (but in any event within three business days)
execute and file all termination statements and other documents and instruments
evidencing such payment and termination, and deliver any collateral held in
connection herewith, and take such other actions to effectuate the foregoing as
Borrower shall request.
Presentment for payment, demand, notice of dishonor, protest, notice of protest
and all other demands and notices in connection with the delivery, performance
and enforcement of this Promissory Note are hereby waived. The provisions of
this Promissory Note are binding on the heirs, executors, administrators,
assigns and successors of Xxxxxxxx and shall inure to the benefit of Xxxxxx and
its successors and assigns.
Borrower represents and warrants that the proceeds of the loan advanced on the
dated hereof shall be used solely for the purposes set forth in the
corresponding Borrowing Notice and that the proceeds of each loan advanced
thereafter under this Promissory Note shall be used solely for the purposes as
set forth in the applicable Borrowing Notice.
Borrower shall at reasonable intervals permit agents, representatives and
employees of Xxxxxx to inspect the books and records of Borrower or any part
thereof during normal business hours upon reasonable advance notice.
BORROWER HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY LITIGATION RELATING
TO THIS PROMISSORY NOTE.
This Promissory Note and the provisions herein shall be governed by and
construed in accordance with the laws of the State of New York.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be duly
executed and delivered as of the 16th day of May, 2003.
AS BORROWER,
SYNAVANT INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman and CEO
AS LENDER,
DENDRITE INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Chairman and CEO
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