Exhibit (c)(5)
STATE OF THE ART, INC.
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February 23, 1998
The Sage Group plc
Rose Acquisition Corp.
Sage House
Benton ▇▇▇▇ ▇▇▇▇
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Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger, dated
January 27, 1998 (the "Merger Agreement"), by and among The Sage Group plc, a
corporation organized under the laws of England ("Parent"), Rose Acquisition
Corp., a Delaware corporation (the "Purchaser"), and State Of The Art, Inc., a
California corporation (the "Company"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Merger
Agreement.
In order to permit the Purchaser to consummate the Offer in accor
dance with the terms set forth in the Merger Agreement in the event that greater
than ninety percent (90%) of the issued and outstanding Shares of the Company
are tendered and not withdrawn as of any scheduled expiration date of the Offer,
but less than ninety percent (90%) of the issued and outstanding Shares on a
fully diluted basis are tendered and not withdrawn as of such expiration date,
in the event that at least 10,279,000 of the issued and outstanding Shares
of the Company are tendered and not withdrawn as of such expiration date, Parent
and the Purchaser agree to waive, and the Company hereby consents to the waiver
by the Purchaser of, the Minimum Condition described in Annex I to the Merger
Agreement to such extent. The Company hereby represents and warrants that, (i)
as of February 19, 1998,
there are 11,178,085 Shares of the Company issued and outstanding, and (ii)
options to purchase no more than 898,233 Shares pursuant to Stock Plans of the
Company are or will be exercisable at any time between the date hereof through
April 1, 1998 (including pursuant to any accelerated vesting provisions upon a
change of control of the Company).
Each of Parent, Purchaser and the Company hereby agrees that the terms of
this letter shall remain effective from the date hereof until the earlier of (i)
March 12, 1998, and (ii) the date upon which the Purchaser accepts for payment
the Shares of the Company pursuant to the terms of the Offer.
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Very truly yours,
STATE OF THE ART, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President, Chief Executive
Officer and Chairman of the
Board
ACKNOWLEDGED AND AGREED:
THE SAGE GROUP PLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer
ROSE ACQUISITION CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Secretary
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