ACQUISITION AGREEMENT dated September 19, 2002 by and among DENDRITE INTERNATIONAL, INC. SAI ACQUISITION L.L.C. SOFTWARE ASSOCIATES INTERNATIONAL, LLC SOFTWARE ASSOCIATES INTERNATIONAL INC. THE INTERPUBLIC GROUP OF COMPANIES, INC. IPG SAI HOLDING...Acquisition Agreement • November 14th, 2002 • Dendrite International Inc • Services-prepackaged software • New Jersey
ACQUISITION AGREEMENT This Acquisition Agreement (this “Agreement”), dated September 19, 2002, is made by and among Dendrite International, Inc., a New Jersey corporation (“Dendrite”), SAI Acquisition L.L.C., a New Jersey limited liability company (“Buyer”), Software Associates International Inc., a New Jersey corporation (“Parent”), Software Associates International, LLC, a New Jersey limited liability company (“SAI”), The Interpublic Group of Companies, Inc., a Delaware Corporation (“IPG Parent”), IPG SAI Holding Corp., a Delaware Corporation (“IPG”), Shaleen Gupta (“Gupta”) and Derek Evans (“Evans”). (Each of Parent and SAI is referred to herein as an “SAI Entity”, and referred to jointly and severally as the “Company” or the “SAI Entities”. Each of Gupta and Evans is referred to herein as a “Parent Shareholder”, and together they are the “Parent Shareholders”. IPG and each Parent Shareholder is referred to herein as a “Seller” and collectively they are the “Sellers”. Each of Parent
ContractCredit Agreement • November 14th, 2002 • Dendrite International Inc • Services-prepackaged software
NOVEMBER 2002 AMENDMENT TO CREDIT AGREEMENT THIS AMENDMENT, dated this 13th day of November, 2002, between DENDRITE INTERNATIONAL, INC., a New Jersey corporation (the “Company”), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) (the “Bank”). Preliminary Statement A. Reference is made to the Amended and Restated Credit Agreement dated as of November 30, 1998 between the Company and the Bank, which was amended by the First Amendment and Waiver dated November 15, 1999 between them and the November 2001 Amendment to Credit Agreement dated November 6, 2001 between them (which, as so amended, will be called herein the “Credit Agreement”). All capitalized terms used in this Amendment shall have the respective meanings ascribed to them in the Credit Agreement. Pursuant to the Credit Agreement, the Bank has agreed to provide a revolving credit facility to the Company on the terms and conditions set forth therein. B. On the terms and conditions hereinafter expressly provided,
