November 2002 Amendment to Credit Agreement





	




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 amend 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, the Company and the Bank desire
to provide for an extension of the term of such credit  facility and for certain other
changes to the Credit Agreement.  



        NOW,
THEREFORE, for valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Company and the Bank hereby agree as follows: 



ARTICLE 1.     PARTICULAR
AMENDMENTS. 



        Section 
1.1   Acceptable Acquisition.   In Section 1.01 of the Credit Agreement, the
definition of the term “Acceptable Acquisition” is hereby changed to read as
follows: 













	  	        “Acceptable
Acquisition” means any Acquisition which (a) has been either (i) approved by the
Board of Directors of the corporation which is the subject of such Acquisition or (ii)
recommended by such Board to the shareholders of such corporation; and (b) is for a
business within similar or complementary lines of business as conducted by the Company on
the date hereof; provided that (x) at the time of such Acquisition and immediately
after giving effect thereto no Default or Event of Default shall have occurred and be
continuing, and (y) if any amount of the consideration paid or being paid for such
Acquisition shall be derived directly or indirectly from a Borrowing under the Credit
Agreement, then the total cash consideration paid or being paid for such Acquisition, when
added to the cash consideration paid or being paid for all Acquisitions made or committed
to after November 12, 2002, shall not aggregate in excess of $50,000,000 in cash
consideration for all Acquisitions made or committed to after November 12, 2002, and (z)
no more than $20,000,000 of the aggregate purchase prices for all Acquisitions made or
committed to after November 12, 2002, shall be capital contributions or commitments to
make capital contributions to any partnerships or joint ventures in which the Company or
any of its Subsidiaries owns less than fifty percent (50%) of the partnership interests or
joint venture interests.” 
















	



        Section 
1.2   Revolving Termination Date.   In Section 1.01 of the Credit Agreement, in clause
(a) of the definition of “Revolving Termination Date”, the phrase “November
30, 2002” is hereby changed to read “November 30, 2003". 



        Section 
1.3  Interest  Coverage  Ratio.    Section  7.12(b) of the Credit  Agreement is hereby
changed to read as follows: 












          		    “(b)       
               permit its interest Coverage Ratio as determined at the end of any fiscal
               quarter to be less than 1.50 to 1.00.” 



               




	





ARTICLE 2.     MATTERS GENERALLY. 



        Section 
2.1   Facility Fee.   The Company shall pay to the Bank, simultaneously with the
execution and delivery of this Amendment, a facility fee in the amount of $15,000. Such
fee shall be nonrefundable and shall be in addition to all other fees and amounts required
to be paid by the Bank under the Credit Agreement and this Amendment. 



        Section 
2.2   Software Associates International, LLC.   The Company acknowledges and agrees
that its Subsidiary, Software Associates International, LLC, is a Required Guarantor, and
the Company shall cause it to execute and deliver to the Bank a Subsidiary Guaranty within
ten (10) days after the date of this Amendment. 



        Section 
 2.3   Representations  and  Warranties.    The Company  hereby  represents and warrants that: 













	  	        (a)                      All
     the  representations  and warranties set forth in the Credit  Agreement are
true and complete on and as of the date  hereof,  with the same effect as though
made on and as of the date hereof (except to the extent such representations and
warranties  expressly refer to an earlier date, in which case they shall be true
and complete as of such earlier date); 







	  	        (b)                      No
Default and no Event of Default exists;  







	  	        (c)                      The
     Company has no offset,  recoupment  or defense  with  respect to any of its
obligations under the Credit Agreement or any other Loan Document,  and no claim
or  counterclaim  against  the Bank  whatsoever  (any such  offset,  recoupment,
defense,  claim or counterclaim as may now exist being hereby irrevocably waived
by the Company); and 







	  	        (d)                      This
     Amendment has been duly  authorized by all necessary  action on the part of
the Company and has been duly executed and delivered by the Company. 








	

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        Section
2.4 Continuing Effect.   Except as otherwise expressly provided in this Amendment,
all the terms and conditions of the Credit Agreement shall continue in full force and
effect. Also, each other Loan Document shall continue in full force and effect. 



        Section
2.5 Entire Agreement.   This Amendment constitutes the entire agreement and
understanding of the parties hereto with respect to an amendment of the Credit Agreement,
and it supersedes and replaces all prior and contemporaneous agreements, discussions and
understandings (whether written or oral) with respect to such amendment. 



        Section
2.6 Expenses.   The Company shall pay all reasonable expenses incurred by the Bank in
connection with the transaction contemplated by this Amendment, including the reasonable
fees and disbursements of counsel for the Bank. 



        Section
2.7 Counterparts.   This Amendment may be executed in two or more counterparts, each
of which shall be deemed to be an original, and all of which taken together shall
constitute one and same agreement. 



        Section
2.8 Guarantor Consent.   Fremantle Financial Services, Inc., which is a
Subsidiary Guarantor, shall execute this Amendment in the space provided below to confirm
(a) the consent of such Subsidiary Guarantor to the terms of this Amendment, and (b)
that the Subsidiary Guaranty of such Subsidiary Guarantor remains in full force and
effect, and (c) that such Subsidiary Guarantor has no offset, recoupment or defense with
respect to any of such Subsidiary Guarantor’s obligations under such Subsidiary
Guarantor’s Subsidiary Guaranty and no claim or counterclaim against the Bank
whatsoever (any such offset, recoupment, defense, claim or counterclaim as may now exist
being hereby irrevocably waived by such Subsidiary Guarantor). (The Company confirms that
Dendrite Delaware, Inc., which had also been a Subsidiary Guarantor, has merged into the
Company.) 



        Section
2.9 Effectiveness.   This Amendment shall not become effective unless and until it
shall have been executed and delivered by all the parties hereto. 



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        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written. 











			DENDRITE INTERNATIONAL, INC.



By:      KATHLEEN DONOVAN
——————————————

Name:  (PRINT)

Title:







			JPMORGAN CHASE BANK



By:      LEONARD NOLL
——————————————

             Leonard Noll

             Vice President







	SUBSIDIARY GUARANTOR:
(As to Section 2.8 above)


FREMANTLE FINANCIAL SERVICES, INC.


By:      MICHAEL J. KOTRAN
——————————————

Name (Print):  Michael J. Kotran

Title:                Secretary		





	




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