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EXHIBIT 99.1
March 6, 1998
AmeriSource Health Corporation
000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxxx, Esq.
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger by and among
McKesson Corporation, Patriot Acquisition Corp. and AmeriSource Health
Corporation dated as of September 22, 1997, as amended (the "Merger
Agreement"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed to them in the Merger Agreement.
This letter is to confirm our agreement as to the following:
The first sentence of Section 7.2(c) of the Merger Agreement shall be
amended to read, in its entirety, as follows:
"The right to terminate this Agreement pursuant to Section
7.1(k) shall either be exercised or waived at 5:00 p.m. (New York
time) on March 18, 1998 (the "Exchange Date") (provided that the HSR
Authority shall not have advised Parent or AmeriSource prior to such
time that it has decided not to institute litigation or that it
intends to dismiss existing litigation, in which case there shall be
no right to terminate pursuant to Section 7.1(k)) by simultaneous
exchanges by representatives of Parent and AmeriSource of their
respective notices of exercise or waiver, as applicable, on the
Exchange Date (it being understood that the failure of any party to
deliver such notice on the Exchange Date shall be deemed to be a
waiver of such party's termination rights pursuant to Section
7.1(k))."
Except as specifically modified by this letter agreement, the parties
hereto acknowledge that the Merger Agreement shall remain binding upon them,
and all provisions of the Merger Agreement shall remain in full force and
effect. This letter agreement may be executed in identical counterpart copies,
each of which shall be an original, but all of which taken together shall
constitute one and the same agreement. This letter agreement, to the extent
signed and delivered by means of a facsimile machine, shall be treated in all
manner and respects as an original and shall be considered to have the same
binding effect as if it were the original signed version thereof delivered
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in person. Except as expressly provided herein, the execution, delivery and
effectiveness of this letter agreement shall not operate as a waiver of any
right, power or remedy by the parties hereto, nor shall it constitute a waiver
of any provision in the Merger Agreement.
If the foregoing accurately reflects your understanding, please sign
this letter agreement and the enclosed copy and return one of them to us
whereupon this letter agreement will constitute a binding agreement between you
and us.
Sincerely yours,
McKESSON CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
PATRIOT ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
Agreed to and accepted as of
the date first above written:
AMERISOURCE HEALTH CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
cc: G. Xxxxxx X'Xxxxxxx, Esq.
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