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Exhibit 2.02
CARDINAL HEALTH, INC.
0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
November 4, 1997
MediQual Systems, Inc.
Suite 250
0000 Xxxx Xxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxx, President
Dear Xxxx:
Reference is made to the Amended and Restated Agreement and Plan of
Merger (the "Agreement") dated as of July 7, 1997, by and among Cardinal
Health, Inc., an Ohio corporation ("Cardinal"), Hub Merger Corp., a Delaware
corporation and a wholly owned subsidiary of Cardinal, and MediQual Systems,
Inc., a Delaware corporation ("MediQual").
Section 7.1(c) of the Agreement provides that the Agreement may be
terminated by either Cardinal or MediQual if the Merger (as defined in the
Agreement) shall not have been consummated before November 30, 1997 (the "Right
of Termination Date"), unless extended by the Boards of Directors of both
Cardinal and MediQual (provided that the right to terminate the Agreement is
not available to any party whose failure or whose affiliate's failure to
perform any material covenant or obligation under the Agreement has been the
cause of or resulted in the failure of the Merger to occur on or before the
Right of Termination Date). As we have discussed, Cardinal and MediQual desire
to extend the Right of Termination Date to January 31, 1998. Accordingly, the
parties hereby extend the Right of Termination Date from November 30, 1997, to
January 31, 1998.
In consideration of the granting of such extension, the parties agree
that if MediQual exercises its right to terminate the Agreement pursuant to
Section 7.1(c) of the Agreement (as extended by the terms of this letter
agreement), Cardinal will, at MediQual's request and as MediQual's sole and
exclusive remedy, (i) reimburse MediQual for its reasonable out-of-pocket costs
incurred in connection with the negotiation, preparation, execution and
completion of the Agreement and related documentation, including reasonable
fees and expenses of its counsel and accountants, such reimbursement not to
exceed $300,000, (ii) reimburse MediQual for the actual out-of-pocket expenses
incurred by MediQual after the date hereof in
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MediQual Systems, Inc.
November 4, 1997
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preparation for the contemplated integration of Cardinal and MediQual, such
reimbursement to be limited to $5,000 for any single expenditure and $50,000
for all such expenditures, unless approved by Cardinal, and (iii) purchase from
MediQual, on terms and conditions mutually agreeable to the parties, healthcare
information products and services with an aggregate price of $500,000 during
the twelve-month period ending on the first anniversary of the date of
termination. In addition, this letter serves to make it clear that, for the
purpose of the parenthetical clause in Section 7.1(c) which is summarized
above, MediQual will not be deemed to have failed to perform a material
covenant or obligation under the Agreement (such as the obligation to convene a
stockholders' meeting to obtain approval of the Merger) if such failure results
from a precondition to such a material covenant or obligation, which
precondition is outside of MediQual's control, not being satisfied (such as the
Registration Statement (as defined in the Agreement) not being declared
effective so that MediQual is unable to distribute a Proxy Statement/Prospectus
(as defined in the Merger Agreement) in connection with such a stockholders'
meeting).
To the extent necessary, this letter shall constitute an amendment to
the Agreement. Each of Cardinal and MediQual represent to the other that its
Board of Directors (or a duly authorized committee thereof) has approved this
extension. Except as expressly provided herein, the Agreement shall remain in
full force and effect in accordance with its terms.
Very truly yours,
CARDINAL HEALTH, INC.
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Senior Vice President
Corporate Development
Accepted and agreed to this
12th day of November, 1997.
MEDIQUAL SYSTEMS, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Chief Executive Officer
