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AMENDMENT TO CREDIT
AGREEMENT 



        
        THIS
AMENDMENT, dated this 24th day of September, 2004, between DENDRITE INTERNATIONAL, INC., a
New Jersey corporation (the “Borrower”), the Lenders hereinafter referred to,
and JPMORGAN CHASE BANK, as Administrative Agent for the Lenders (the “Administrative
Agent”). 



Preliminary Statement 



        
        A.                 Reference
is made to the Credit Agreement dated as of June 16, 2003 among the           Borrower,
the Lenders from time to time party thereto and the Administrative           Agent (which
will be called herein the “Credit Agreement”). All           capitalized terms
used in this Amendment and not defined shall have the           respective meanings
ascribed to them in the Credit Agreement. Pursuant to the           Credit Agreement, the
Lenders have agreed to provide a revolving credit facility           to the Borrower on
the terms and conditions set forth therein.  



        
        B.                 The
Borrower has requested that certain provisions of the Credit Agreement be
          amended. The Lenders and the Administrative Agent are prepared to agree to an
          amendment on the terms and conditions hereinafter expressly provided.  



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


ARTICLE 1.        PARTICULAR AMENDMENTS.




        Section
1.1.     “Acceptable Acquisition” Definition.    The definition of the term "Acceptable
Acquisition" in Section 1.01 of the Credit Agreement is hereby amended by changing clause
(y) thereof to read as follows: 











	  	
“(y)                            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 June 1, 2004, shall not aggregate in excess of
                    $50,000,000;".  






	



        Section
1.2.     Basket for Other Liens.    Section 6.01 of the Credit Agreement is hereby amended
by changing clause (j) thereof to read as follows: 











	  	
“(j)                 other
Liens not exceeding $10,000,000 in the aggregate at any time.” 






	




        Section
1.3.      Basket for Other Dispositions.   Section 6.02 of the Credit Agreement is hereby
amended (a) by changing the period at the end thereof to “; and”, and (b) by
adding the following as new subsection (f): 











	  	
“(f)                 other
dispositions not exceeding $10,000,000 in the aggregate in any fiscal           year.” 





	



        Section
1.4.     Indebtedness.    Section 6.05 of the Credit Agreement is hereby amended by
changing clause (h) thereof to read as follows: 













	  	
“(h)
                            Indebtedness of Foreign
Subsidiaries to third parties equal to an aggregate of                     no more than
$10,000,000 outstanding at any given time.” 







	



        Section
1.5.     Lease Obligations.    Section 6.09 of the Credit Agreement is hereby amended by
changing clause (a) thereof to read as follows: 













	  	
“(a)
                            leases by the Borrower or
any Subsidiary of real estate which, in the                     aggregate, do not result
in annual rental obligations exceeding seven and                     one-half percent
(7.5%) of the annual consolidated gross revenues of the                     Borrower and
its Subsidiaries for such year;".  






	



Additionally, Section 6.09 of the
Credit Agreement is hereby further amended by deleting the phrase “or” at the
end of clause (c), by changing the period at the end of clause (d) to “; and”,
and by adding the following as new clause (e): 













	  	
“(e)
                            other leases by the
Borrower or any Subsidiary (including Capital Leases)                     provided that
the aggregate amount of the rental obligations thereunder is not                     more
than $10,000,000".  






	



        Section
1.6.     Fixed Charge Coverage Ratio.    Section 6.12 of the Credit Agreement is hereby
amended by changing clause (d) thereof to read as follows: 











	  	
“(d)
                            permit its Fixed Charge
Coverage Ratio as determined at the end of any fiscal                     quarter to be
less than 1.75 to 1.0; provided, however, that there shall                     be
excluded from capital expenditures in computing the Fixed Charge Coverage
                    Ratio any capital expenditures made in the fiscal year ending
December 31, 2004,                     up to $8,000,000 in the aggregate, for leasehold
improvements, equipment and                     furniture relating to the Borrower’s
new corporate headquarters facility in                     Bedminster, New Jersey.” 






	




        Section
1.7. Release of Synavant LLC as Guarantor. The Lenders and the Administrative Agent
hereby release Synavant LLC from its liability under its Subsidiary Guaranty. To induce
the Lenders and the Administrative Agent to agree to such release, the Borrower hereby
represents and warrants that (a) Synavant LLC is wholly owned by Dendrite International
Marketing LLC and (b) Synavant LLC is not a “Required Guarantor” pursuant to
clause (a) or (b) of the definition of “Required Guarantor” contained in Section
1.01 of the Credit Agreement. 



ARTICLE 2.     MATTERS
GENERALLY.  



        Section
2.1.      Amendment Fee.   Simultaneously with the execution and delivery of this
Agreement, the Borrower shall pay to the Administrative Agent for the account of the
Lenders an amendment fee in the aggregate amount of $6,000, one half of which shall be
promptly remitted by the Administrative Agent to The Bank of New York and the other half
to JPMorgan Chase Bank. 



        Section
2.2.      Representations and Warranties.    The Borrower 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 Borrower 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 any Lender or the Administrative Agent whatsoever (any
          such offset, recoupment, defense, claim or counterclaim as may now exist being
          hereby irrevocably waived by the Borrower); and 



2 















	




                 
         (d)       
          This Amendment has been duly authorized by all necessary action on the part of
          the Borrower, and has been duly executed and delivered by the Borrower, and
          constitutes a legal, valid and binding obligation of the Borrower, enforceable
          against the Borrower in accordance with its terms. 



        Section
2.3.      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
2.4.      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
2.5.      Expenses.   The Borrower shall pay all reasonable expenses incurred by the
Administrative Agent in connection with the transaction contemplated by this Amendment,
including the reasonable fees and disbursements of counsel for the Administrative Agent. 



        Section
2.6.      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
2.7.      Guarantor Consent.   Each of Dendrite International Services Company and
Dendrite Interactive Marketing LLC (the successor to Synevant Inc.), each of which is
party to a Subsidiary Guaranty, 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 any Lender or
the Administrative Agent whatsoever (any such offset, recoupment, defense, claim or
counterclaim as may now exist being hereby irrevocably waived by such Subsidiary
Guarantor). 



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



        
        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):  Kathleen Donovan
Title:      
         Senior Vice President and

                  
      Chief Financial Officer





	




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			JPMORGAN CHASE BANK



By:  PHILIP A. MOUSIN
——————————————

        Philip A. Mousin
        Vice President






			BANK OF NEW YORK



By:  DAVID T. FAIRBAIN
——————————————

        David T. Fairbairn
        Vice President 






	SUBSIDIARY GUARANTORS:
(As to Section 2.7 above)


DENDRITE INTERNATIONAL SERVICES COMPANY



By:                     BRENT COSGROVE
——————————————————

Name (Print):    Brent Cosgrove

Title:                  Vice President and Treasurer		









	SUBSIDIARY GUARANTORS:


DENDRITE INTERACTIVE MARKETING LLC



By:                     PAUL ZAFFARONI
——————————————————

Name (Print):    Paul Zaffaroni

Title:                  President