exv10w20



 






 
Exhibit 10.20




EXECUTION COPY




AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




dated as of June 11, 2004




among




CGSF FUNDING CORPORATION,




as Seller,




McKESSON CORPORATION,

as Servicer,




THE CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO,




THE COMMITTED PURCHASERS FROM TIME TO TIME PARTY HERETO,




THE MANAGING AGENTS FROM TIME TO TIME PARTY HERETO




and




BANK ONE, NA (MAIN OFFICE CHICAGO),




as Collateral Agent




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	PURCHASE ARRANGEMENTS

	 
	 	 	 	 
	Section 1.1 Purchase Facility
	 	 	2	 
	Section 1.2 Increases
	 	 	2	 
	Section 1.3 Decreases
	 	 	3	 
	Section 1.4 Payment Requirements
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II 

	PAYMENTS AND COLLECTIONS

	 
	 	 	 	 
	Section 2.1 Payments
	 	 	3	 
	Section 2.2 Collections Prior to Amortization
	 	 	4	 
	Section 2.3 Collections Following Amortization
	 	 	4	 
	Section 2.4 Application of Collections
	 	 	5	 
	Section 2.5 Payment Rescission
	 	 	5	 
	Section 2.6 Seller Interest
	 	 	6	 
	Section 2.7 Clean Up Call
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III 

	FUNDING

	 
	 	 	 	 
	Section 3.1 General Funding Provisions
	 	 	6	 
	Section 3.2 Yield Payments
	 	 	6	 
	Section 3.3 Selection and Continuation of Tranche Periods
	 	 	6	 
	Section 3.4 Committed Purchaser Discount Rates
	 	 	7	 
	Section 3.5 Suspension of the LIBO Rate
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV

	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	Section 4.1 Representations and Warranties of Seller Parties
	 	 	8	 
	Section 4.2 Committed Purchaser Representations and Warranties
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V

	CONDITIONS OF PURCHASES

	 
	 	 	 	 
	Section 5.1 Conditions Precedent to the Effectiveness of this Agreement
	 	 	12	 
	Section 5.2 Conditions Precedent to All Purchases and Reinvestment
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VI

	COVENANTS

	 
	 	 	 	 
	Section 6.1 Affirmative Covenants of the Seller Parties
	 	 	13	 
	Section 6.2 Negative Covenants of the Seller Parties
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VII 

	ADMINISTRATION AND COLLECTION

	 
	 	 	 	 
	Section 7.1 Designation of Servicer
	 	 	22	 
	Section 7.2 Duties of Servicer
	 	 	22	 
	Section 7.3 Collection Notices
	 	 	24	 
	Section 7.4 Responsibilities of Seller
	 	 	24	 
	Section 7.5 Reports
	 	 	24	 






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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 7.6 Servicing Fees
	 	 	24	 
	Section 7.7 Financial Covenant
	 	 	25	 
	 
	 	 	 	 
	ARTICLE VIII 

	AMORTIZATION EVENTS

	 
	 	 	 	 
	Section 8.1 Amortization Events
	 	 	25	 
	Section 8.2 Remedies
	 	 	26	 
	 
	 	 	 	 
	ARTICLE IX

	INDEMNIFICATION

	 
	 	 	 	 
	Section 9.1 Indemnities by the Seller Parties
	 	 	27	 
	Section 9.2 Increased Cost and Reduced Return
	 	 	29	 
	Section 9.3 Other Costs and Expenses
	 	 	30	 
	Section 9.4 Withholding Tax Exemption
	 	 	30	 
	 
	 	 	 	 
	ARTICLE X 

	THE AGENTS

	 
	 	 	 	 
	Section 10.1 Authorization and Action
	 	 	31	 
	Section 10.2 Delegation of Duties
	 	 	32	 
	Section 10.3 Exculpatory Provisions
	 	 	32	 
	Section 10.4 Reliance by Agents
	 	 	32	 
	Section 10.5 Non-Reliance on Agents and Other Purchasers
	 	 	33	 
	Section 10.6 Reimbursement and Indemnification
	 	 	33	 
	Section 10.7 Agents in their Individual Capacities
	 	 	33	 
	Section 10.8 Successor Agent
	 	 	34	 
	 
	 	 	 	 
	ARTICLE XI

	ASSIGNMENTS; PARTICIPATIONS

	 
	 	 	 	 
	Section 11.1 Assignments
	 	 	34	 
	Section 11.2 Participations
	 	 	35	 
	Section 11.3 Additional Purchaser Groups; Joinder by Conduit Purchaser
	 	 	36	 
	Section 11.4 Extension of Liquidity Termination Date
	 	 	37	 
	Section 11.5 Terminating Committed Purchasers
	 	 	37	 
	 
	 	 	 	 
	ARTICLE XII

	MISCELLANEOUS

	 
	 	 	 	 
	Section 12.1 Waivers and Amendments
	 	 	38	 
	Section 12.2 Notices
	 	 	39	 
	Section 12.3 Ratable Payments
	 	 	39	 
	Section 12.4 Protection of Ownership Interests of the Purchasers
	 	 	40	 
	Section 12.5 Confidentiality
	 	 	40	 
	Section 12.6 Bankruptcy Petition
	 	 	41	 
	Section 12.7 Limitation of Liability; Limitation of Payment; No Recourse
	 	 	41	 
	Section 12.8 CHOICE OF LAW
	 	 	42	 
	Section 12.9 CONSENT TO JURISDICTION
	 	 	42	 
	Section 12.10 WAIVER OF JURY TRIAL
	 	 	42	 
	Section 12.11 Integration; Binding Effect; Survival of Terms
	 	 	43	 
	Section 12.12 Counterparts; Severability; Section References
	 	 	43	 
	Section 12.13 Agent Roles
	 	 	43	 






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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 12.14 Characterization
	 	 	44	 
	Section 12.15 Amendment and Restatement
	 	 	44	 






EXHIBITS




	 	 	 
	Exhibit I	 	Definitions
	Exhibit II

	 	Form of Purchase Notice
	Exhibit II-A

	 	Form of Reduction Notice
	Exhibit III

	 	Places of Business of the Seller Parties; Locations of Records; Federal Employer
Identification Number(s)
	Exhibit IV

	 	Names of Collection Banks; Collection Accounts
	Exhibit V

	 	Form of Compliance Certificate
	Exhibit VI

	 	Form of Collection Account Agreement
	Exhibit VII

	 	Form of Assignment Agreement
	Exhibit VIII

	 	Credit and Collection Policy
	Exhibit IX

	 	Form of Contract(s)
	Exhibit X

	 	Form of Monthly Report
	Exhibit XI

	 	Form of Joinder Agreement
	 
	 	 
	SCHEDULES
	 	 
	 
	 	 
	Schedule A

	 	Purchaser Groups and Commitments
	Schedule B

	 	Documents to Be Delivered to the Managing Agents
on or Prior to the Effective Date






iii









 






CGSF FUNDING CORPORATION




AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




          This Amended and Restated Receivables Purchase Agreement dated as of June 11, 2004 (as
amended, restated, supplemented or otherwise modified and in effect from time to time, this
“Agreement”) is among CGSF Funding Corporation, a Delaware corporation (“Seller”),
McKesson Corporation, a Delaware corporation (“McKesson”), as initial Servicer (McKesson,
together with the Seller, the “Seller Parties” and each a “Seller Party”), the
entities from time to time party hereto as Conduit Purchasers (together with their respective
successors and assigns hereunder, the “Conduit Purchasers”), the entities from time to time
party hereto as Committed Purchasers (together with their respective successors and assigns
hereunder, the “Committed Purchasers”), the entities from time to time party hereto as
Managing Agents (together with their respective successors and assigns hereunder, the “Managing
Agents”), and Bank One, NA (Main Office Chicago) (Bank One”), as collateral agent for
the Purchasers hereunder or any successor collateral agent hereunder (together with its successors
and assigns hereunder, the “Collateral Agent”). Unless defined elsewhere herein,
capitalized terms used in this Agreement shall have the meanings assigned to such terms in
Exhibit I.




PRELIMINARY STATEMENTS




          WHEREAS, Seller, McKesson, PREFCO, Falcon, Blue Ridge, Liberty Street, Wachovia, Scotia and
Bank One are parties to that certain Receivables Purchase Agreement dated as of June 25, 1999 (as
heretofore amended, restated, supplemented or otherwise modified from time to time, the
“Original RPA”);




          WHEREAS, subject to the terms and conditions set forth herein, the parties hereto have agreed
to amend and restate the Original RPA in its entirety;




          WHEREAS, Seller desires to transfer and assign Purchaser Interests to the Purchasers
from time to time;




          WHEREAS, the Conduit Purchasers may, in their absolute and sole discretion, purchase Purchaser
Interests from Seller from time to time;




          WHEREAS, in the event that (i) a Conduit Purchaser declines to make any purchase or (ii) a
Purchaser Group does not have a Conduit Purchaser member, the Committed Purchasers that are part of
the applicable Purchaser Group shall purchase Purchaser Interests from time to time;




          WHEREAS, Bank One has been requested and is willing to act as Collateral Agent on behalf of
the Conduit Purchasers, the Committed Purchasers and the Managing Agents in accordance with the
terms hereof;




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:




 









 








ARTICLE I

PURCHASE ARRANGEMENTS




          Section 1.1 Purchase Facility.




          (a) Upon the terms and subject to the conditions hereof, Seller hereby sells and assigns
Purchaser Interests to the Collateral Agent for the benefit of one or more of the Purchasers in all
of its Receivables, whether now owned or hereafter arising. In accordance with the terms and
conditions set forth herein, each Conduit Purchaser may, at its option, instruct the related
Managing Agent (which will instruct the Collateral Agent) to purchase on its behalf through the
Collateral Agent, or if (i) such Conduit Purchaser shall decline to purchase or (ii) a Purchaser
Group does not have a Conduit Purchaser member, the Collateral Agent shall purchase, on behalf of
the applicable Committed Purchasers, Purchaser Interests from time to time in an aggregate amount
not to exceed the Purchase Limit, and for each Purchaser Group in an aggregate amount not to exceed
the Purchaser Group Limit for such Purchaser Group, during the period from the date hereof to but
not including the Facility Termination Date.




          (b) Seller may, upon at least 10 Business Days’ prior written notice to the Collateral Agent
and each Managing Agent, terminate in whole or reduce in part, ratably among the Purchaser Groups,
the unused portion of the Purchase Limit and the Purchaser Group Limits; provided, that
each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an
integral multiple thereof.




          Section 1.2 Increases.




          (a) Seller shall provide each Managing Agent with at least two (2) Business Days’ prior notice
in a form set forth as Exhibit II hereto of each Incremental Purchase (a “Purchase
Notice”), provided that only one Business Day’s notice period shall be required in
connection with the initial purchase hereunder. Each Purchase Notice shall be subject to
Section  5.2 hereof and, except as set forth below, shall be irrevocable and shall specify the
requested Purchase Price (which shall not be less than $15,000,000 in the aggregate for all
Purchasers), date of purchase, the type of Discount Rate (determined in accordance with, and
subject to the limitations set forth in, Article III hereof) and Tranche Period;
provided, that the Seller may not send more than one (1) Purchase Notice in any one-week
period.




          (b) Following receipt of a Purchase Notice, (i) for each Purchaser Group which has a Conduit
Purchaser member, the related Managing Agent shall notify such Conduit Purchaser of its receipt of
same and determine whether such Conduit Purchaser agrees to make the purchase, and if the
applicable Conduit Purchaser declines to make such purchase, the Managing Agent shall notify the
Committed Purchasers in such Purchaser Group of its receipt of such Purchase Notice and of the
Conduit Purchaser declining to make such purchase and the Incremental Purchase of the Purchaser
Interest will be made by such Committed Purchasers and (ii) for each Purchaser Group which does not have a Conduit Purchaser member, the related
Managing Agent shall notify the Committed Purchasers in such Purchaser Group of its receipt of such
Purchase Notice and the Incremental Purchase of the Purchaser Interest will be made by such
Committed Purchasers.




2









 








          (c) Each Incremental Purchase to be made hereunder shall be made ratably among the Purchaser
Groups in accordance with their respective Purchaser Group Limits.




          (d) On the date of each Incremental Purchase, upon satisfaction of the applicable conditions
precedent set forth in Article V, each applicable Purchaser shall make available to its
related Managing Agent at its address listed beneath its signature on its signature page to this
Agreement, for deposit to such account as the Seller designates from time to time, in immediately
available funds, no later than 12:00 noon (Chicago time), an amount equal to such Purchaser’s Pro
Rata Share of the Purchaser Interests then being purchased.




          Section 1.3 Decreases. Seller shall provide each Managing Agent with prior written
notice in the form set forth as Exhibit II-A hereto (a “Reduction Notice”) of any reduction
of Aggregate Capital in conformity with the Required Notice Period. Such Reduction Notice shall
designate (i) the date (the “Proposed Reduction Date”) upon which any such reduction of
Aggregate Capital shall occur (which date shall give effect to the applicable Required Notice
Period), and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”)
which shall be applied ratably to reduce the Capital of each Purchaser Group and further applied by
each Managing Agent to the Purchaser Interests of the Conduit Purchasers and the Committed
Purchasers in the related Purchaser Group in such proportions as may be agreed by such Managing
Agent and such Purchasers. Only one (1) Reduction Notice shall be outstanding at any time.




          Section 1.4 Payment Requirements. All amounts to be paid or deposited by any Seller
Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the
terms hereof no later than 12:00 noon (Chicago time) on the day when due in immediately available
funds, and if not received before 12:00 noon (Chicago time) shall be deemed to be received on the
next succeeding Business Day. If such amounts are payable to a Purchaser they shall be paid to the
related Managing Agent, for the account of such Purchaser, at its address listed beneath its
signature on its signature page to this Agreement until otherwise notified by such Managing Agent.
All computations of Yield (other than Yield calculated using the Base Rate) and per annum fees
hereunder and under the Fee Letter shall be made on the basis of a year of 360 days for the actual
number of days elapsed. All computations of Yield calculated using the Base Rate shall be made on
the basis of a year of 365 or 366 days, as applicable, for the actual number of days elapsed. If
any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be
payable on the next succeeding Business Day.




ARTICLE II

PAYMENTS AND COLLECTIONS




          Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this
Agreement, Seller shall immediately pay to each Managing Agent when due, for the account of the
related Purchaser or Purchasers (i) such fees as set forth in the Fee Letter, (ii) all amounts
payable as Yield, (iii) all amounts payable as Deemed Collections (which, subject to the servicing
procedures set forth in Article VII, shall be applied to reduce Aggregate Capital hereunder
in accordance with Sections 2.2 and 2.3 hereof), (iv) all amounts payable to reduce
the Seller Interest, if required, pursuant to Section 2.6, (v) all amounts payable pursuant
to Article




3









 








IX, if any, (vi) all Servicer costs and expenses in connection with servicing,
administering and collecting the Receivables, including, without limitation, the Servicing Fee,
(vii) all Broken Funding Costs and (viii) all Default Fees (collectively, the
“Obligations”). If any Person fails to pay any of the Obligations when due, such Person
agrees to pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding the
foregoing, no provision of this Agreement or the Fee Letter shall require the payment or permit the
collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any
time Seller receives any Collections or is deemed to receive any Collections, Seller shall
immediately pay such Collections or Deemed Collections to the Servicer and, at all times prior to
such payment, such Collections shall be held in trust by Seller for the exclusive benefit of the
Purchasers, the Managing Agents and the Collateral Agent.




          Section 2.2 Collections Prior to Amortization.




          (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the
Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate
Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any
Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set
aside the Termination Percentage of Collections evidenced by the Purchaser Interests of each
Terminating Committed Purchaser and (ii) Seller hereby requests and the Purchasers (other than any
Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a
reinvestment (each a “Reinvestment”) with that portion of the balance of each and every
Collection received by the Servicer that is part of any Purchaser Interest (other than any
Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such
Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and
corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such
receipt.




          (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer
shall remit to the Managing Agents’ respective accounts the amounts set aside since the immediately
preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and
apply such amounts (if not previously paid in accordance with Section 2.1) first,
to reduce due but unpaid Obligations in the order specified in Section 2.4 and
second, to reduce the Capital of all Purchaser Interests of Terminating Committed
Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective
Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be
reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be
remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the
extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in
accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any
balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date.




          Section 2.3 Collections Following Amortization. On the Amortization Date and on each
day thereafter, the Servicer shall set aside and hold in trust, for the holder of each Purchaser
Interest, all Collections and Deemed Collections received on such day. On the Amortization Date and
each date thereafter, (i) the Servicer shall remit to the Managing Agents’




4









 





respective accounts, in accordance with the applicable Pro Rata Shares, the amounts set aside pursuant to the preceding
sentence, and (ii) each Managing Agent shall apply such amounts to reduce the Aggregate Capital and
any other Aggregate Unpaids due and payable to the related Purchaser Group.




          Section 2.4 Application of Collections. If there shall be insufficient funds on
deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts
pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute
funds:





     first, ratably to the payment of all accrued and unpaid fees under the Fee
Letter and all accrued and unpaid Yield;




     second, to the payment of the Servicer’s reasonable out-of-pocket costs and
expenses in connection with servicing, administering and collecting the Receivables,
including the Servicing Fee, if Seller or one of its Affiliates is not then acting as the
Servicer,




     third, to the reimbursement of the Collateral Agent’s and each Managing Agent’s
costs of collection and enforcement of this Agreement,




     fourth, (to the extent applicable) to the ratable reduction of the Aggregate
Capital (without regard to any Termination Percentage),




     fifth, for the ratable payment of all other unpaid Obligations,
provided that to the extent such Obligations relate to the payment of Servicer costs
and expenses, including the Servicing Fee, when the Seller or one of its Affiliates is
acting as the Servicer, such costs and expenses, including the Servicing Fee, will not be
paid until after the payment in full of all other Obligations, and




     sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to
the Seller.



          Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance
with the aforementioned provisions, and, giving effect to each of the priorities set forth in
Section 2.4 above, shall be shared ratably (within each priority) among the Collateral
Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate
Unpaids owing to each of them in respect of each such priority.




          Section 2.5 Payment Rescission. No payment of any of the Aggregate Unpaids shall be
considered paid or applied hereunder to the extent that, at any time, all or any portion of such
payment or application is rescinded by application of law or judicial authority, or must otherwise
be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment
or application so rescinded, returned or refunded, and shall promptly pay to the Collateral Agent
(for application to the Person or Persons who suffered such rescission, return or refund) the full
amount thereof, plus the Default Fee from the date of any such rescission, return or
refunding.




5









 








          Section 2.6 Seller Interest. Seller shall ensure that the Purchaser Interests of the
Purchasers shall at no time exceed in the aggregate 100%. If the aggregate of the Purchaser
Interests of the Purchasers exceeds 100%, Seller shall immediately pay to the Managing Agents an
amount to be applied to reduce the Aggregate Capital, such that after giving effect to such payment
the aggregate of the Purchaser Interests equals or is less than 100%.




          Section 2.7 Clean Up Call. In addition to Seller’s rights pursuant to Section
1.3, Seller shall have the right (after providing written notice to the Managing Agents in accordance with
the Required Notice Period), at any time following the reduction of the Capital to a level that is
less than 10.0% of the original Purchase Limit, to repurchase from the Purchasers all, but not less
than all, of the then outstanding Purchaser Interests. The purchase price in respect thereof shall
be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in
immediately available funds. Such repurchase shall be without representation, warranty or recourse
of any kind by, on the part of, or against any Purchaser, any Managing Agent or the Collateral
Agent.




ARTICLE III

FUNDING




          Section 3.1 General Funding Provisions. Each Purchaser Interest of the Committed
Purchasers shall accrue Yield for each day during its Tranche Period at either the LIBO Rate or the
Base Rate in accordance with the terms and conditions hereof, and each Purchaser Interest of the
Conduit Purchasers shall accrue Yield for each day during its Tranche Period at the CP Rate in
accordance with the terms and conditions hereof; provided, however, that each
Purchaser Interest of a Conduit Purchaser which is funded through Pooled Commercial Paper shall
accrue Yield at the applicable CP Rate for each day during each Accrual Period that any Capital in
respect of such Purchaser Interest is outstanding. Until Seller gives notice to the Managing Agents
of another Discount Rate in accordance with Section 3.4, the initial Discount Rate for any
Purchaser Interest transferred to the Committed Purchasers pursuant to the terms and conditions
hereof shall be the Base Rate. If any Committed Purchaser acquires by assignment from any Conduit
Purchaser any Purchaser Interest pursuant to such Conduit Purchaser’s respective Liquidity
Agreement, each Purchaser Interest so assigned shall each be deemed to have a new Tranche Period
commencing on the date of any such assignment.




          Section 3.2 Yield Payments. On the Settlement Date for each Purchaser Interest, Seller
shall pay to each Managing Agent (for the benefit of the applicable Purchasers) an aggregate amount
equal to the accrued and unpaid Yield for the entire Tranche Period of each such Purchaser Interest
in accordance with Article II.




          Section 3.3 Selection and Continuation of Tranche Periods.




          (a) With consultation from each related Managing Agent, Seller shall from time to time request
Tranche Periods for the Purchaser Interests (other than Purchaser Interests which are funded
through Pooled Commercial Paper, the Tranche Periods for which shall be the same as the Accrual
Period); provided, however, that no more than fifteen (15) Tranche Periods shall be
outstanding at any one time.




6









 








          (b) Seller may, effective on the last day of a Tranche Period (the “Terminating
Tranche”) for any Purchaser Interest, divide any such Purchaser Interest into multiple
Purchaser Interests or combine any such Purchaser Interest with one or more other Purchaser
Interests which either have a Terminating Tranche ending on such day or are newly created on such
day (subject to the Conduit Purchasers’ ability to accommodate such division or combination),
provided, in no event may a Purchaser Interest of the Conduit Purchasers be combined with a
Purchaser Interest of the Committed Purchasers.




          Section 3.4 Committed Purchaser Discount Rates. Seller may select the LIBO Rate or the
Base Rate for each Purchaser Interest of the Committed Purchasers. Seller shall by 12:00 noon (Chicago time): (i) at least three (3) Business Days prior to the expiration of any
Terminating Tranche with respect to which the LIBO Rate is being requested as a new Discount Rate
and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with
respect to which the Base Rate is being requested as a new Discount Rate, give each related
Managing Agent irrevocable notice of the new Discount Rate for the Purchaser Interest associated
with such Terminating Tranche.




          Section 3.5 Suspension of the LIBO Rate.




          (a) If any Committed Purchaser notifies its related Managing Agent that it has determined that
funding its Pro Rata Share of the Purchaser Interests at a LIBO Rate would violate any applicable
law, rule, regulation, or directive of any governmental or regulatory authority, whether or not
having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its
Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately
reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such
Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO
Rate and require Seller to select the Base Rate for any Purchaser Interest accruing Yield at such
LIBO Rate.




          (b) If less than all of the Committed Purchasers give a notice to the Managing Agents pursuant
to Section 3.5(a), each Committed Purchaser which gave such a notice shall be obligated, at
the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the related
Conduit Purchaser or Conduit Purchasers), to assign all of its rights and obligations hereunder to
(i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit
Purchasers or (ii) another funding entity nominated by Seller that is acceptable to such Conduit
Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Liquidity
Termination Date in the place of such notifying Committed Purchaser; provided that (i) the
notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an
amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing
to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses
payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers,
and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section
11.1(b).




7









 








ARTICLE IV

REPRESENTATIONS AND WARRANTIES




          Section 4.1 Representations and Warranties of Seller Parties. Each Seller Party hereby
represents and warrants to the Collateral Agent, the Managing Agents and the Purchasers, as to
itself, that:




          (a) Corporate Existence and Power. Such Seller Party is a corporation duly organized,
validly existing and in good standing under the laws of its state of incorporation, and is duly
qualified to do business and is in good standing as a foreign corporation, and has and holds all
corporate power and all governmental licenses, authorizations, consents and approvals required to
carry on its business in each jurisdiction in which its business is conducted except where the
failure to so qualify or so hold could not reasonably be expected to have a Material Adverse
Effect.




          (b) Power and Authority; Due Authorization Execution and Delivery. The execution and
delivery by such Seller Party of this Agreement and each other Transaction Document to which it is
a party, and the performance of its obligations hereunder and thereunder and, in the case of
Seller, Seller’s use of the proceeds of purchases made hereunder, are within its corporate powers
and authority and have been duly authorized by all necessary corporate action on its part. This
Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed
and delivered by such Seller Party.




          (c) No Conflict. The execution and delivery by such Seller Party of this Agreement and
each other Transaction Document to which it is a party, and the performance of its obligations
hereunder and thereunder do not contravene or violate (i) its certificate or articles of
incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions
under any agreement, contract or instrument to which it is a party or by which it or any of its
property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or
affecting it or its property, and do not result in the creation or imposition of any Adverse Claim
on assets of such Seller Party or its Material Subsidiaries (except as created hereunder) except,
in any case, where such contravention or violation could not reasonably be expected to have a
Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk
sales act or similar law.




          (d) Governmental Authorization. Other than the filing of the financing statements
required hereunder, no authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due execution and delivery
by such Seller Party of this Agreement and each other Transaction Document to which it is a party
and the performance of its obligations hereunder and thereunder.




          (e) Actions, Suits. Except for the Disclosed Matters, there are no actions, suits or
proceedings pending, or to the best of such Seller Party’s knowledge, threatened, against or
affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other
body, that could reasonably be expected to have a Material Adverse Effect. Such Seller Party is not
in default with respect to any order of any court, arbitrator or governmental body.




8









 








          (f) Binding Effect. This Agreement and each other Transaction Document to which such
Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party
enforceable against such Seller Party in accordance with their respective terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law).




          (g) Accuracy of Information. All information heretofore furnished by such Seller Party
or any of its Affiliates to the Collateral Agent, the Managing Agents or the Purchasers for
purposes of or in connection with this Agreement, any Monthly Report, any of the other Transaction
Documents or any transaction contemplated hereby or thereby is, and all such information hereafter
furnished by such Seller Party or any of its Affiliates to the Collateral Agent, the Managing
Agents or the Purchasers will be, true and accurate in every material respect on the date such
information is stated or certified (or, if such information specifies another date, such other
date) and does not and will not contain any material misstatement of fact or omit to state a
material fact or any fact necessary to make the statements contained therein not misleading.




          (h) Use of Proceeds. No proceeds of any purchase hereunder will be used (i) for a
purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board
of Governors of the Federal Reserve System from time to time or (ii) to acquire any “margin stock,”
as such term is defined in Regulation U promulgated by the Board of Governors of the Federal
Reserve System from time to time.




          (i) Good Title. Immediately prior to each purchase hereunder, Seller shall be the
legal and beneficial owner of the Receivables and Related Security with respect thereto, free and
clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly
filed all financing statements or other similar instruments or documents necessary under the UCC
(or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in
each Receivable, its Collections and the Related Security.




          (j) Perfection. This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to transfer to the Collateral Agent for the benefit of the
relevant Purchaser or Purchasers (and the Collateral Agent for the benefit of such Purchaser or
Purchasers shall acquire from Seller) a valid and perfected first priority undivided percentage
ownership interest in each Receivable existing or hereafter arising and in the Related Security and
Collections with respect thereto, free and clear of any Adverse Claim, except as created by the
Transactions Documents. There have been duly filed all financing statements or other similar
instruments or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect the Collateral Agent’s (on behalf of the Purchasers) ownership interest in
the Receivables, the Related Security and the Collections.




          (k) Places of Business. The principal places of business and chief executive office of
such Seller Party and the offices where it keeps all of its Records are located at the addresses
listed on Exhibit III or such other locations of which the Collateral Agent has been
notified in accordance with Section 6.2(a) in jurisdictions where all action required by
Section 12.4(a) has been taken and completed. Each Seller Party’s Federal Employer
Identification




9









 








Number is correctly set forth on Exhibit III. Each Seller Party is organized solely
under the laws of the State of Delaware.




          (l) Collections. The conditions and requirements set forth in Section 6.1(j)
and Section 7.2 have at all times been satisfied and duly performed. The names and
addresses of all Collection Banks, together with the account numbers of the Collection Accounts of
Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on
Exhibit IV.




          (m) Material Adverse Effect. (i) The initial Servicer represents and warrants that,
since December 31, 2003, no event has occurred with respect to the initial Servicer that would have
a material adverse effect on its financial condition or operations or its ability to perform its
obligations under this Agreement and (ii) Seller represents and warrants that since December 31,
2003, no event has occurred that would have a material adverse effect on (A) the financial
condition or operations of Seller, (B) the ability of Seller to perform its obligations under this
Agreement or (C) the collectibility of the Receivables generally or any material portion of the
Receivables; provided, that with respect to each of clause (i) and clause
(ii), the insolvency of, or any other event with respect to, any Obligor or Obligors which
results in the Eligible Receivables from such Obligor or Obligors ceasing to be Eligible
Receivables shall not be deemed to have a Material Adverse Effect so long as (x) immediately after
giving effect to such insolvency or event, as applicable, the Net Receivables Balance less the
Aggregate Reserves equals or exceeds the Aggregate Capital, and (y) such insolvency or event, as
applicable, does not materially adversely affect the ability of the initial Servicer to perform its
obligations and duties under this Agreement.




          (n) Names. In the past five (5) years, Seller has not used any corporate names, trade
names or assumed names other than the name in which it has executed this Agreement.




          (o) Ownership of Seller. CGSF owns, directly or indirectly, 100% of the issued and
outstanding capital stock of Seller, free and clear of any Adverse Claim. Such capital stock is
validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to
acquire securities of Seller.




          (p) Not a Holding Company or an Investment Company. Such Seller Party is not a
“holding company” or a “subsidiary holding company” of a “holding company”
within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor
statute. Such Seller Party is not an “investment company” within the meaning of the
Investment Company Act of 1940, as amended, or any successor statute.




          (q) Compliance with Law. Such Seller Party has complied in all respects with all
applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to
which it may be subject, except where the failure to so comply could not reasonably be expected to
have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does
not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws,
rules and regulations relating to truth in lending, fair credit billing, fair credit reporting,
equal credit opportunity, fair debt collection practices and privacy), and no part of




10









 








such Contract is in violation of any such law, rule or regulation, except where such
contravention or violation could not reasonably be expected to have a Material Adverse Effect.




          (r) Compliance with Credit and Collection Policy. Such Seller Party has complied in
all material respects with the Credit and Collection Policy with regard to each Receivable and the
related Contract, and has not made any material change to such Credit and Collection Policy, except
such material change as to which the Collateral Agent has been notified in accordance with
Section 6.1(a)(vii).




          (s) Payments to CGSF and Originator. With respect to each Receivable transferred to
CGSF under the Tier One Receivables Sale Agreement, CGSF has given reasonably equivalent value to
the Originator in consideration therefor and with respect to each Receivable transferred to Seller
under the Tier Two Receivables Sale Agreement, Seller has given reasonably equivalent value to CGSF
in consideration therefor, and no such transfer has been made for or on account of an antecedent
debt.




          (t) Enforceability of Contracts. Each Contract with respect to each Receivable is
effective to create, and has created, a legal, valid and binding obligation of the related Obligor
to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest
thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).




          (u) Eligible Receivables. Each Receivable included in the Net Receivables Balance as
an Eligible Receivable on the date of its purchase under each Receivables Sale Agreement was an
Eligible Receivable on such purchase date.




          (v) Net Receivables Balance. Each Seller Party has determined that, immediately after
giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum
of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.




          (w) Accounting. Each Seller Party accounts for the transactions contemplated by this
Agreement and the Receivables Sale Agreements on its books and records and, for purposes of
generally accepted accounting principles, as sales.




          (x) Compliance with Representations. On and as of the date of each purchase of a
Purchaser Interest hereunder and the date of each Reinvestment hereunder, each Seller Party hereby
represents and warrants that all of the other representations and warranties made by it set forth
in this Section 4.1 are true and correct on and as of the date of such purchase or
Reinvestment (and after giving effect to such purchase or Reinvestment) as though made on and as of
each such date (except where such representation or warranty relates to an earlier date, in which
case as of such earlier date).




          Section 4.2 Committed Purchaser Representations and Warranties. Each Committed
Purchaser hereby represents and warrants to the Collateral Agent, the Managing Agents and the
Conduit Purchasers that:




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          (a) Existence and Power. Such Committed Purchaser is a corporation, limited liability
company or a banking association duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation or organization, and has all company power to perform its
obligations hereunder.




          (b) No Conflict. The execution and delivery by such Committed Purchaser of this
Agreement and the performance of its obligations hereunder are within its company powers, have been
duly authorized by all necessary company action, do not contravene or violate (i) its certificate
or articles of incorporation, formation or association or by-laws or limited liability company
agreement, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any
agreement, contract or instrument to which it is a party or any of its property is bound, or
(iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its
property, and do not result in the creation or imposition of any Adverse Claim on its assets. This
Agreement has been duly authorized, executed and delivered by such Committed Purchaser.




          (c) Governmental Authorization. No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is required for the due
execution and delivery by such Committed Purchaser of this Agreement and the performance of its
obligations hereunder.




          (d) Binding Effect. This Agreement constitutes the legal, valid and binding obligation
of such Committed Purchaser enforceable against such Committed Purchaser in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors’ rights generally and by
general principles of equity (regardless of whether such enforcement is sought in a proceeding in
equity or at law).




ARTICLE V

CONDITIONS OF PURCHASES




          Section 5.1 Conditions Precedent to the Effectiveness of this Agreement. This
Agreement shall become effective as of the date hereof upon satisfaction of each of the following
conditions precedent on or prior to the Effective Date:




          (a) The Collateral Agent shall have received fully executed copies of each of the documents
listed on Schedule B in form and substance acceptable to the Collateral Agent and each
Managing Agent;




          (b) Each of the representations and warranties set forth in Section 4.1 shall be true
and correct on and as of the Effective Date as though made on and as of such date (except where
such representation or warranty relates to an earlier date, in which case as of such earlier date);




          (c) Each of the representations and warranties set forth in the Tier-One Receivables Sale
Agreement and Tier-Two Receivables Sale Agreement shall be true and correct on and as of the
Effective Date as though made on and as of such date (except where such representation or warranty
relates to an earlier date, in which case as of such earlier date);




12









 








          (d) No Amortization Event or Potential Amortization Event shall have occurred and be
continuing and the Amortization Date shall not have occurred;




          (e) The Collateral Agent and each Managing Agent shall have received all fees and expenses
required to be paid on the Effective Date pursuant to the terms of this Agreement and the Fee
Letter and each of STCM, BTM and Rabobank shall have received the upfront fees required to be paid
on the Effective Date pursuant to the terms of that certain letter agreement of even date herewith
among the Seller, McKesson, STCM, BTM and Rabobank; and




          (f) Each of the Collateral Agent and each Managing Agent and each Purchaser shall have
received such other approvals and documents as it has reasonably requested from the Seller or
McKesson.




          Section 5.2 Conditions Precedent to All Purchases and Reinvestment. Each purchase of a
Purchaser Interest and each Reinvestment shall be subject to the conditions precedent that (a) in
the case of each such purchase or Reinvestment, the Servicer shall have delivered to the Managing
Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing
Agents, all Monthly Reports as and when due under Section 7.5 and (ii) upon the Collateral Agent’s or any Managing Agent’s request, the Servicer shall have
delivered to the Managing Agents at least three (3) days prior to such purchase or Reinvestment an
interim Monthly Report showing the amount of Eligible Receivables or such other form of report in form and substance reasonably satisfactory to the Managing Agents showing adequate information
relating to the amount of Eligible Receivables; (b) the Facility Termination Date shall not have

occurred; (c) no Amortization Event or, with respect to any Incremental Purchase, no Potential
Amortization Event shall have occurred; (d) the Originator and CGSF shall have marked their
respective records evidencing the Receivables in a manner satisfactory to the Collateral Agent, and
(e) the Collateral Agent shall have received such other approvals, opinions or documents as it may
reasonably request. With respect to each Incremental Purchase and Reinvestment, as a condition to
such Incremental Purchase or Reinvestment, on the date of such purchase the Seller represents and
warrants that the representations and warranties set forth in Section 4.1 are true and
correct on and as of the date of such Incremental Purchase or Reinvestment (and after giving effect
thereto) as though made on and as of such date (except where such representation or warranty
relates to an earlier date, in which case as of such earlier date).




ARTICLE VI

COVENANTS




          Section 6.1 Affirmative Covenants of the Seller Parties. Until the date on which the
Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance
with its terms, each Seller Party hereby covenants, as to itself, as set forth below:




          (a) Financial Reporting. Such Seller Party will maintain, for itself and each of its
Material Subsidiaries, a system of accounting established and administered in accordance with
generally accepted accounting principles, and furnish to the Collateral Agent and the Managing
Agents:




13









 









     (i)
Annual Reporting. Within ninety (90) days after the close of each of its
respective fiscal years, audited, unqualified financial statements (which shall include balance
sheets, statements of income and retained earnings and a statement of cash flows) for the Seller
Parties on a consolidated basis for such fiscal year certified in a manner acceptable to the
Collateral Agent and the Managing Agents by independent public accountants acceptable to the
Collateral Agent and the Managing Agents together with unaudited consolidating financial statements
for the Seller and CGSF; provided, that the Seller shall only to be required to deliver
financial statements for the Seller and CGSF to the extent such statements are prepared.




     (ii) Quarterly Reporting. Within sixty (60) days after the close of the first three
(3) quarterly periods of each of its respective fiscal years, balance sheets of each of the
Originator and the Servicer (if different from the Originator, and, to the extent such financial
statements are prepared, for CGSF and the Seller), in each such case as at the close of each such
period, together with statements of income and retained earnings and a statement of cash flows for
each such Person for the period from the beginning of such fiscal year to the end of such quarter,
all certified by its respective chief financial officer.




     (iii) Compliance Certificate. Together with the financial statements required
hereunder, a compliance certificate in substantially the form of Exhibit V signed by such
Seller Party’s Authorized Officer and dated the date of such annual financial statement or such
quarterly financial statement, as the case may be.




     (iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the
shareholders of such Seller Party copies of all financial statements, reports and proxy statements
so furnished.




     (v) Securities Exchange Commission Filings. Promptly upon the filing thereof, copies
of all registration statements and annual, quarterly, monthly or other regular reports which such Seller
Party or any of its Subsidiaries files with the Securities and Exchange Commission.




     (vi) Copies of Notices. Promptly upon its receipt of any notice, request for consent,
financial statements, certification, report or other communication under or in connection with any
Transaction Document from any Person other than the Collateral Agent, any Managing Agent or any
Conduit, copies of the same.




     (vii) Change in Credit and Collection Policy. At least thirty (30) days prior to the
effectiveness of any material change in or amendment to the Credit and Collection Policy, a copy of
the Credit and Collection Policy then in effect and a notice indicating such change or amendment.




     (viii) Other Information. Promptly, from time to time, such other information,
documents, records or reports relating to the Receivables or the condition or operations, financial
or otherwise, of such Seller Party as the Collateral Agent or any Managing Agent may from time to
time reasonably request in order to protect the interests of the



14









 






Collateral Agent, the Managing Agents, and the Purchasers under or as contemplated by this Agreement.



Any report, statement or other material required to be delivered pursuant to this clause (a) shall
be deemed to have been furnished to the Collateral Agent and the Managing Agents on the date that
such report, statement or other material is posted on the EDGAR system of the Securities and
Exchange Commission or the website of the Originator at www.mckesson.com.




          (b) Notices. Such Seller Party will notify the Collateral Agent and each Managing
Agent in writing of any of the following promptly upon learning of the occurrence thereof,
describing the same and, if applicable, the steps being taken with respect thereto:





      (i) Amortization Events or Potential Amortization Events. The occurrence of each
Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer
of such Seller Party.




      (ii) Judgment and Proceedings. (A) The entry of any judgment or decree against (1) the
Servicer or any of its respective Material Subsidiaries if the amount of any such judgment or
decree against the Servicer or one of its Material Subsidiaries exceeds $25,000,000 after deducting
(a) the amount with respect to which the Servicer or any such Material Subsidiary is insured and
with respect to which the insurer has assumed responsibility in writing, and (b) the amount for
which the Servicer or any such Material Subsidiary is otherwise indemnified if the terms of such
indemnification are satisfactory to the Collateral Agent and the Managing Agents, or (2) Seller; or
(B) The institution of any litigation, arbitration proceeding or governmental proceeding against
CGSF and the Seller.




      (iii) Material Adverse Effect. The occurrence of any event or condition that has, or
could reasonably be expected to have, a Material Adverse Effect.




      (iv) Receivables Sale Agreement Amortization Date. The occurrence of the “Amortization
Date” under either Receivables Sale Agreement.




      (v) Defaults Under Other Agreements. The occurrence of a default or an event of
default under any other financing arrangement pursuant to which such Seller Party is a debtor or an
obligor that is reasonably likely to result in a Material Adverse Effect.




      (vi) Downgrade of the Originator. Any downgrade in the rating of any Indebtedness of
the Originator by S&P, Fitch or Moody’s, setting forth the Indebtedness affected and the nature of
such change.



          (c) Compliance with Laws and Preservation of Corporate Existence. Such Seller Party
will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it may be subject, except where the failure to so comply
could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve
and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its
incorporation, and qualify and remain qualified in good standing as a foreign




15









 








corporation in each jurisdiction where its business is conducted, except where the failure to
so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse
Effect.




          (d) Audits. Such Seller Party will furnish to the Collateral Agent and each Managing
Agent from time to time such information with respect to it and the Receivables as the Collateral
Agent or such Managing Agent may reasonably request. Such Seller Party will, from time to time
during regular business hours as requested by the Collateral Agent or such Managing Agent upon
reasonable notice and at the sole cost of such Seller Party, permit the Collateral Agent or such
Managing Agent, or its agents or representatives, (i) to examine and make copies of and abstracts
from all Records in the possession or under the control of such Person relating to the Receivables
and the Related Security, including, without limitation, the related Contracts, and (ii) to visit
the offices and properties of such Person for the purpose of examining such materials described in
clause (i) above, and to discuss matters relating to such Person’s financial condition or
the Receivables and the Related Security or any Person’s performance under any of the Transaction
Documents or any Person’s performance under the Contracts (subject to confidentiality restrictions
in the relevant Contracts) and, in each case, with any of the officers or employees of Seller or
the Servicer having knowledge of such matters; provided, however, that prior to the
Amortization Date, so long as no Amortization Event has occurred and is continuing, the Collateral
Agent, the Managing Agents and their respective agents or representatives shall not, on a
collective basis, conduct the activities described in clauses (i) and (ii) above
more frequently than one time per year.





          (e) Keeping and Marking of Records and Books.




      (i) The Servicer will maintain and implement administrative and operating procedures
(including, without limitation, an ability to recreate records evidencing Receivables in the event
of the destruction of the originals thereof), and keep and maintain all documents, books, records
and other information reasonably necessary or advisable for the collection of all Receivables
(including, without limitation, records adequate to permit the identification of each new
Receivable and all Collections of and adjustments to each existing Receivable).




      (ii) Such Seller Party will on or prior to the date hereof, mark its records and other books
and records relating to the Purchaser Interests with a legend, acceptable to the Collateral Agent,
describing the Purchaser Interests.



          (f) Compliance with Contracts and Credit and Collection Policy. Such Seller Party will
timely and fully (i) perform and comply with all provisions, covenants and other promises required
to be observed by it under the Contracts related to the Receivables, and (ii) comply in all
respects with the Credit and Collection Policy in regard to each Receivable and the related
Contract, except, in each case, where the failure to so comply would not result in a Material
Adverse Effect. Seller will pay when due any taxes payable in connection with the Receivables,
exclusive of taxes on or measured by income or gross receipts of the Purchasers, the Collateral
Agent, or the Managing Agents.




16









 








          (g) Performance and Enforcement of Receivables Sale Agreements. Seller shall, and
shall require the Originator and CGSF to, perform each of their respective obligations and
undertakings under and pursuant to each Receivables Sale Agreement, as applicable, shall purchase
Receivables thereunder in strict compliance with the terms thereof and shall take all action
necessary or reasonably appropriate to enforce the rights and remedies accorded to Seller under the
Receivables Sale Agreements. Seller shall take all actions reasonably necessary to perfect and
enforce its rights and interests (and the rights and interests of the Collateral Agent and the
Purchasers as assignees of Seller) under the Tier Two Receivables Sale Agreement (including its
rights and interests under the Tier One Receivables Sale Agreement, as assignee of CGSF) as the
Collateral Agent may from time to time reasonably request, including, without
limitation, making claims to which it may be entitled under any indemnity, reimbursement or
similar provision contained in the Tier Two Receivables Sale Agreement.




          (h) Ownership. Seller shall take all necessary action to (i) vest legal and equitable
title to the Receivables, the Related Security and the Collections purchased under the Tier Two
Receivables Sale Agreement irrevocably in Seller, free and clear of any Adverse Claims other than
Adverse Claims in favor of the Collateral Agent and the Purchasers (including, without
limitation, the filing of all financing statements or other similar instruments or documents
necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect
Seller’s interest in such Receivables, Related Security and Collections and such other action to
perfect, protect or more fully evidence the interest of Seller therein as the Collateral Agent may
reasonably request), and (ii) establish and maintain, in favor of the Collateral Agent, for the
benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership
interest (and/or a valid and perfected first priority security interest) in all Receivables,
Related Security and Collections to the full extent contemplated herein, free and clear of any
Adverse Claims other than Adverse Claims in favor of the Collateral Agent for the benefit of the
Purchasers (including, without limitation, the filing of all financing statements
or other similar instruments or documents necessary under the UCC (or any comparable law) of all
appropriate jurisdictions to perfect the Collateral Agent’s (for the benefit of the Purchasers)
interest in such Receivables, Related Security and Collections and such other action to perfect,
protect or more fully evidence the interest of the Collateral Agent for the benefit of the
Purchasers as the Collateral Agent may reasonably request).




          (i) Purchasers’ Reliance. Seller acknowledges that the Purchasers are entering into
the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal
entity that is separate from the Originator and CGSF. Therefore, from and after the date of
execution and delivery of this Agreement, Seller shall take all reasonable steps, including,
without limitation, all steps that the Collateral Agent, any Managing Agent or any Purchaser may
from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and
to make it manifest to third parties that Seller is an entity with assets and liabilities distinct
from those of the Originator, CGSF and any Affiliates thereof and not just a division of the
Originator or CGSF. Without limiting the generality of the foregoing and in addition to the other
covenants set forth herein, Seller shall:





     (A) conduct its own business in its own name and require that all full-time employees of
Seller, if any, identify themselves as such and not as employees of the Originator or CGSF;



17









 






     (B) if applicable, compensate all employees, consultants and agents directly, from Seller’s
bank accounts, for services provided to Seller by such employees, consultants and agents and, to
the extent any employee, consultant or agent of Seller is also an employee, consultant or agent of
the Originator or CGSF, allocate the compensation of such employee, consultant or agent between
Seller and the Originator or CGSF, as applicable, on a basis that reflects the services rendered to
Seller and the Originator or CGSF, as applicable;




     (C) clearly identify its offices (by signage or otherwise) as its offices, if any, and, if any
such office is located in the offices of the Originator or CGSF, Seller shall lease such office at
a fair market rent;




     (D) if applicable, have separate stationery, invoices and checks in its own name;




     (E) conduct all transactions with the Originator, CGSF and the Servicer (including, without
limitation, any delegation of its obligations hereunder as Servicer) strictly on an arm’s-length
basis, allocate all overhead expenses (including, without limitation, telephone and other utility
charges), if any, for items shared between Seller and the Originator or CGSF on the basis of actual
use to the extent practicable, if any, and, to the extent such allocation is not practicable, on a
basis reasonably related to actual use;




     (F) at all times have a Board of Directors consisting of at least three members, at least one
member of which is an Independent Director;




     (G) observe all corporate formalities as a distinct entity, and ensure that all corporate
actions relating to (A) the selection, maintenance or replacement of the Independent Director, (B) the
dissolution or liquidation of Seller or (C) the initiation of, participation in, acquiescence in or
consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Seller, are
duly authorized by unanimous vote of its Board of Directors (including the Independent Director);




     (H) maintain Seller’s books and records separate from those of the Originator and CGSF and
otherwise readily identifiable as its own assets rather than assets of the Originator or CGSF;




     (I) prepare its financial statements, if any, separately from those of the Originator and CGSF
and ensure that any consolidated financial statements of the Originator, CGSF or any Affiliate
thereof that include Seller and that are filed with the Securities and Exchange Commission or any
other governmental agency have notes stating to the effect that Seller is a separate corporate
entity and that its assets will be available to satisfy the claims of the creditors of Seller and
of no other Person;




     (J) except as herein specifically otherwise provided, maintain the funds or other assets of
Seller separate from, and not commingled with, those of



18









 






the Originator or CGSF and only maintain bank accounts or other depository accounts to which
the Seller alone is the account party, into which the Seller alone makes deposits and from which
the Seller alone (or the Collateral Agent or Managing Agents hereunder) has the power to make
withdrawals;




     (K) pay all of Seller’s operating expenses, if any, from the Seller’s own assets (except for
certain payments by the Originator, CGSF or other Persons pursuant to allocation arrangements that
comply with the requirements of this Section 6.1(i));




     (L) operate its business and activities such that: it does not engage in any business or
activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement,
contract, lease or other undertaking, other than the transactions contemplated and authorized by
this Agreement and the Receivables Sale Agreements; and does not create, incur, guarantee, assume
or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than
(1) as a result of the endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business, (2) the incurrence of obligations under this
Agreement, (3) the incurrence of obligations, as expressly contemplated in the Receivables Sale
Agreements, to make payment to CGSF for the purchase of Receivables from CGSF under the Tier Two
Receivables Sale Agreement, and (4) the incurrence of operating expenses in the ordinary course of
business of the type otherwise contemplated by this Agreement;




     (M) maintain its corporate charter in conformity with this Agreement, such that it does not
amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any
respect that would impair its ability to comply with the terms or provisions of any of the
Transaction Documents, including, without limitation, Section 6.1(i) of this Agreement;




     (N) maintain the effectiveness of, and continue to perform under the Receivables Sale
Agreements, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify
either Receivables Sale Agreement, or give any consent, waiver, directive or approval thereunder or
waive any default, action, omission or breach under either Receivables Sale Agreement or otherwise
grant any indulgence thereunder, without (in each case) the prior written consent of the Collateral
Agent and each Managing Agent;




     (O) maintain its corporate separateness such that it does not merge or consolidate with or
into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series
of transactions, and except as otherwise contemplated herein) all or substantially all of its
assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the
assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any
Subsidiary;



19









 






     (P) maintain at all times the Required Capital Amount and refrain from making any dividend,
distribution, redemption of capital stock or payment of any subordinated indebtedness which would
cause the Required Capital Amount to cease to be so maintained; and




     (Q) take such other actions as are necessary on its part to ensure that the facts and
assumptions set forth in the opinion issued on the Effective Date by Bingham McCutchen LLP as
counsel for Seller and the Originator relating to substantive consolidation issues, and in the
certificates accompanying such opinion, remain true and correct in all material respects at all
times.



          (j) Collections. Such Seller Party shall cause (1) all proceeds from all Lock-Boxes to
be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and
Collection Account to be, at all times, subject to a Collection Account Agreement that is in full
force and effect. In the event any payments relating to Receivables are remitted directly to Seller
or any Affiliate of Seller, Seller shall remit (or shall cause all such payments to be remitted)
directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days
following receipt thereof and, at all times prior to such remittance, Seller shall itself hold or,
if applicable, shall cause such payments to be held in trust for the exclusive benefit of the
Collateral Agent, the Managing Agents and the Purchasers. Seller shall maintain exclusive
ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and
Collection Account and shall not grant the right to take dominion and control of any Lock-Box or
Collection Account at a future time or upon the occurrence of a future event to any Person, except
to the Collateral Agent as contemplated by this Agreement.




          (k) Taxes. Such Seller Party shall file all tax returns and reports required by law to
be filed by it and shall promptly pay all taxes and governmental charges at any time owing, except
any such taxes which are not yet delinquent or are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with generally accepted
accounting principles shall have been set aside on its books.




          (l) Corporate Ownership. The Seller shall remain a wholly-owned, direct or indirect
Subsidiary of McKesson and CGSF.




          Section 6.2 Negative Covenants of the Seller Parties. Until the date on which the
Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance
with its terms, each Seller Party hereby covenants, as to itself, that:




          (a) Name Change, Offices and Records. Such Seller Party will not make any change to
its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or
jurisdiction of organization or location of books and records unless, at least thirty (30) days prior to the effective date of any such name change, change in type or jurisdiction
of organization, or change in location of its books and records such Seller Party notifies the
Collateral Agent and each Managing Agent thereof and (except with respect to a change of location
of books and records) delivers to the Collateral Agent (i) such financing statements (Forms UCC-1
and UCC-3) as the Collateral Agent or any Managing Agent may reasonably request to reflect such
name change, change in type or jurisdiction of organization, (ii) if the




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Collateral Agent, any Managing Agent or any Purchaser shall so request, an opinion of counsel,
in form and substance reasonably satisfactory to such Person, as to such Seller Party’s valid
existence and good standing and the perfection and priority of the Collateral Agent’s ownership or
security interest in the Receivables, the Related Security and Collections and (iii) such other
documents and instruments as the Collateral Agent or any Managing Agent may reasonably request in
connection therewith and has taken all other steps to ensure that the Collateral Agent, for the
benefit of itself and the Purchasers, continues to have a first priority, perfected ownership or
security interest in the Receivables, the Related Security related thereto and any Collections
thereon.




          (b) Change in Payment Instructions to Obligors. Such Seller Party will not add or
terminate any bank as a Collection Bank, or make any change in the instructions to Obligors
regarding payments to be made to any Lock-Box or Collection Account, unless the Collateral Agent
shall have received (i) at least ten (10) days before the proposed effective date therefor, written
notice of such addition, termination or change; provided, however, that the
Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to
another existing Collection Account, and (ii) at least ten (10) days before the proposed effective date therefor (or such shorter prior
period as may be agreed to by the Collateral Agent in its sole discretion), with respect to the
addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account
Agreement with respect to the new Collection Account or Lock-Box.




          (c) Modifications to Contracts and Credit and Collection Policy. Such Seller Party
will not make any change to the Credit and Collection Policy that could adversely affect the
collectibility of the Receivables or decrease the credit quality of any newly created Receivables.
Except as provided in Section 7.2(d), the Servicer will not, and will not extend, amend or
otherwise modify the terms of any Receivable or any Contract related thereto other than in
accordance with the Credit and Collection Policy.




          (d) Sales, Liens. Seller shall not sell, assign (by operation of law or otherwise) or
otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse
Claim upon (including, without limitation, the filing of any financing statement) or with respect
to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under
which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive
income with respect thereto (other than, in each case, the creation of the interests therein in
favor of the Collateral Agent and the Purchasers provided for herein), and Seller shall defend the
right, title and interest of the Collateral Agent and the Purchasers in, to and under any of the
foregoing property, against all claims of third parties claiming through or under Seller, CGSF or
the Originator. Seller shall not create or suffer to exist any mortgage, pledge, security interest,
encumbrance, lien, charge or other similar arrangement on any inventory the sale of which would
give rise to a Receivable.




          (e) Net Receivables Balance. At no time prior to the Amortization Date shall Seller
permit the Net Receivables Balance to be less than an amount equal to the sum of (i) the Aggregate
Capital plus (ii) the Aggregate Reserves for any period of time greater than one (1)
Business Day.




21









 








          (f) Amortization Date Determination. Seller shall not designate an Amortization Date
(as defined in either Receivables Sale Agreement), or send any written notice to Originator or CGSF
in respect thereof, without the prior written consent of the Collateral Agent, except with respect
to the occurrence of such Amortization Date arising pursuant to Section 5.1(d) of either
Receivables Sale Agreement.




ARTICLE VII

ADMINISTRATION AND COLLECTION




          Section 7.1 Designation of Servicer.




          (a) The servicing, administration and collection of the Receivables shall be conducted by such
Person (the “Servicer”) so designated from time to time in accordance with this Section
7.1. McKesson is hereby designated as, and hereby agrees to perform the duties and obligations
of, the Servicer pursuant to the terms of this Agreement. After the occurrence and during the
continuance of an Amortization Event, the Collateral Agent may at any time designate as Servicer
any Person to succeed McKesson or any successor Servicer.




          (b) Without the prior written consent of the Collateral Agent and the Required Committed
Purchasers, McKesson shall not be permitted to delegate any of its duties or responsibilities as
Servicer to any Person other than (i) Seller or another Affiliate of McKesson and (ii) with respect
to certain Defaulted Receivables, outside collection agencies in accordance with its customary
practices. Seller shall not be permitted to further delegate to any other Person any of the duties
or responsibilities of the Servicer delegated to it by McKesson. If at any time after the
occurrence of an Amortization Event, the Collateral Agent shall designate as Servicer any Person other than McKesson or an
Affiliate of McKesson, all duties and responsibilities theretofore delegated by McKesson or another
Affiliate of McKesson to Seller may, at the discretion of the Collateral Agent, be terminated
forthwith on notice given by the Collateral Agent to McKesson and to Seller.




          (c) So long as the Servicer is McKesson or an Affiliate of McKesson, (i) McKesson shall be and
remain primarily liable to the Collateral Agent and the Purchasers for the full and prompt
performance of all duties and responsibilities of the Servicer hereunder; (ii) the Collateral Agent
and the Purchasers shall be entitled to deal exclusively with McKesson in matters relating to the
discharge by the Servicer of its duties and responsibilities hereunder; and (iii) the Collateral Agent and the Purchasers shall not be required to give notice, demand or other
communication to any Person other than McKesson in order for communication to the Servicer and its
sub-servicer or other delegate with respect thereto to be accomplished. McKesson, at all times
that it is the Servicer, shall be responsible for providing any sub-servicer or other delegate of
the Servicer with any notice given to the Servicer under this Agreement.




          Section 7.2 Duties of Servicer.




          (a) The Servicer shall take or cause to be taken all such actions as may be necessary or
advisable to collect each Receivable from time to time, all in accordance with applicable laws,
rules and regulations, with reasonable care and diligence, and in accordance with the Credit and
Collection Policy.




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          (b) The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or
Collection Account. The Servicer shall cause a Collection Account Agreement to be in effect at all
times with respect to each Collection Account. In the case of any remittances received in any
Lock-Box or Collection Account that shall have been identified, to the satisfaction of the
Servicer, to not constitute Collections or other proceeds of the Receivables or the Related
Security, the Servicer shall promptly remit such items to the Person identified to it as being the
owner of such remittances. From and after the date the Collateral Agent delivers to any Collection
Bank a Collection Notice pursuant to Section 7.3, the Collateral Agent may request that the
Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the
Receivables, to remit all payments thereon to a new depositary account specified by the Collateral
Agent and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit,
and shall not permit any other Person to deposit or otherwise credit to such new depositary account
any cash or payment item other than Collections.




          (c) The Servicer shall administer the Collections in accordance with the procedures described
herein and in Article II. The Servicer shall set aside and hold in trust for the account of
Seller and the Purchasers their respective shares of the Collections of Receivables in accordance
with Article II; provided, that nothing in this sentence shall require the Servicer
to segregate Collections on a daily basis from its other funds. The Servicer shall, upon the
request of the Collateral Agent after the occurrence and during the continuance of an Amortization
Event, segregate, in a manner acceptable to the Collateral Agent, all cash, checks and other
instruments received by it from time to time constituting Collections from the general funds of the
Servicer or Seller prior to the remittance thereof in accordance with Article II. If the
Servicer shall be required to segregate Collections pursuant to the preceding sentence, the
Servicer shall segregate and deposit with a bank designated by the Collateral Agent such allocable
share of Collections of Receivables set aside for the Purchasers on the first Business Day
following receipt by the Servicer of such Collections, duly endorsed or with duly executed
instruments of transfer.




          (d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity
of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such
extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or
Defaulted Receivable or limit the rights of the Collateral Agent or the Purchasers under this
Agreement. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall
have the absolute and unlimited right to direct the Servicer to commence or settle any legal action
with respect to any Receivable or to foreclose upon or repossess any Related Security.




          (e) The Servicer shall hold in trust for Seller and the Purchasers all Records that (i)
evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are
otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon
demand of the Collateral Agent after the occurrence and during the continuance of an Amortization
Event deliver or make available to the Collateral Agent all such Records, at a place selected by
the Collateral Agent. The Servicer shall, as soon as practicable following receipt thereof turn
over to Seller any cash collections or other cash proceeds received with respect to Indebtedness
not constituting Receivables. After the occurrence and during the continuance of




23









 








an Amortization Event, the Servicer shall, from time to time at the request of any Purchaser,
furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside
for the Purchasers pursuant to Article II.




          (f) Any payment by an Obligor in respect of any indebtedness owed by it to the Originator,
CGSF or Seller shall, except as reasonably identified by the Servicer as not constituting a
Collection, as otherwise specified by such Obligor, as otherwise required by contract or law or
unless otherwise instructed by the Collateral Agent, be applied as a Collection of any Receivable
of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due
and payable thereunder before being applied to any other receivable or other obligation of such
Obligor.




          Section 7.3 Collection Notices. The Collateral Agent is authorized at any time after
the occurrence of an Amortization Event to date and to deliver to the Collection Banks the
Collection Notices. Seller hereby transfers to the Collateral Agent for the benefit of the
Purchasers, effective when the Collateral Agent delivers such notice, the exclusive ownership and
control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller
whose signature appears on a Collection Account Agreement shall cease to have such authority before
the delivery of such notice, such Collection Notice shall nevertheless be valid as if such
authority had remained in force. After the occurrence and during the continuance of an Amortization
Event, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral Agent shall be
entitled, to (i) endorse Seller’s name on checks and other instruments representing Collections and
(ii) take such action as shall be necessary or desirable to cause all cash, checks and other
instruments constituting Collections of Receivables to come into the possession of the Collateral
Agent rather than Seller. Following the Amortization Date, Seller hereby authorizes the Collateral
Agent, and agrees that the Collateral Agent shall be entitled, to enforce the Receivables, the
related Contracts and the Related Security.




          Section 7.4 Responsibilities of Seller. Anything herein to the contrary
notwithstanding, the exercise by the Collateral Agent and the Purchasers of their rights hereunder
shall not release the Servicer, the Originator, CGSF or Seller from any of their duties or
obligations with respect to any Receivables or under the related Contracts. The Purchasers shall
have no obligation or liability with respect to any Receivables or related Contracts, nor shall any
of them be obligated to perform the obligations of Seller.




          Section 7.5 Reports. The Servicer shall prepare and forward to each Managing Agent (i)
on the fifteenth (15th) day of each month, or if such day is not a Business Day, the next Business
Day, and at such more frequent times as each Managing Agent shall request if an Amortization Event has occurred and is continuing, a Monthly Report accompanied by, if the Collateral Agent or
any Managing Agent shall request, a listing by Obligor of all Receivables together with an aging of
such Receivables.




          Section 7.6 Servicing Fees. In consideration of McKesson’s agreement to act as
Servicer hereunder, the Purchasers hereby agree that, so long as McKesson shall continue to perform
as Servicer hereunder, the Seller shall pay over to McKesson on each Monthly Settlement Date, in
accordance with the priority of payments set forth in Article II, a fee (the “Servicing
Fee”) equal to (i) one percent (1%) of the average daily Net Receivables Balance





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during the preceding Collection Period, times (ii) 1/12, as compensation for its servicing activities.





          Section 7.7 Financial Covenant. McKesson agrees that it will, as of the end of each
calendar month, maintain a ratio of Total Debt to Total Capitalization of not greater than
0.565 to 1.00.




ARTICLE VIII

AMORTIZATION EVENTS




          Section 8.1 Amortization Events. The occurrence of any one or more of the following
events shall constitute an Amortization Event:




          (a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when due
and, for any such payment or deposit which is not in respect of Capital, such failure continues for
one (1) day, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as
referred to in clause (i) of this paragraph (a)) and such failure shall continue for five
(5) consecutive Business Days after the earlier of written notice from the Collateral Agent or any
Managing Agent or Purchaser or actual knowledge on the part of such Seller Party of such failure.




          (b) Any representation or warranty made by any Seller Party in this Agreement, any other
Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to
have been incorrect in any material respect when made or deemed made.




          (c) (i) Failure of Seller to pay any Indebtedness when due; (ii) failure of any other Seller
Party to pay Indebtedness when due in excess of $25,000,000; or (iii) the default by any Seller
Party in the performance of any term, provision or condition contained in any agreement under which
any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the
holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its
stated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and
payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date
of maturity thereof.




          (d) (i) Any Seller Party or any of its Material Subsidiaries shall generally not pay its debts
as such debts become due or shall admit in writing its inability to pay its debts generally or
shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted
by or against any Seller Party or any of its Material Subsidiaries seeking to adjudicate it
bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee or other similar official for it or any substantial part of
its property, and, with respect to a Seller Party or any of its Material Subsidiaries other than
the Seller, such proceeding instituted against any Seller Party or any of its Material Subsidiaries
shall not be stayed, released, vacated or fully bonded within sixty (60) days after commencement,
filing or levy or (ii) any Seller Party or any of its Subsidiaries shall take




25









 








any corporate action to authorize any of the actions set forth in clause (i) above in
this subsection (d).




          (e) The aggregate Purchaser Interests shall exceed 100% and shall continue as such until the
earlier of (i) one Business Day following the date any Seller Party has actual knowledge thereof
and (ii) the next Settlement Date.




          (f) As at the end of any calendar month, the Delinquency Ratio shall exceed 4.5%, or the
Loss-to-Balance Ratio shall exceed 4.0%, or the Receivables Dilution Ratio shall exceed 9.25%.




          (g) A Change of Control shall occur with respect to any Seller Party.




          (h) One or more final judgments for the payment of money shall be entered against Seller or
one or more final judgments for the payment of money in excess of $25,000,000 shall be entered
against any other Seller Party on claims not covered by insurance or as to which the insurance
carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect
for fifteen (15) consecutive days without a stay of execution.




          (i) (i) Any “Amortization Event” or the “Amortization Date” shall occur under either
Receivables Sale Agreement, (ii) the Originator shall for any reason cease to transfer, or cease to
have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to CGSF
under the Tier One Receivables Sale Agreement, or (iii) CGSF shall for any reason cease to
transfer, or cease to have legal capacity to transfer, or otherwise be incapable of transferring
Receivables to Seller under the Tier Two Receivables Sale Agreement.




          (j) This Agreement shall terminate in whole or in part (except in accordance with its terms),
or shall cease to be effective or to be the legally valid, binding and enforceable obligation of
Seller, or any Obligor on Receivables constituting a material portion of the Receivables shall
directly or indirectly contest in any manner such effectiveness, validity, binding nature or
enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a
valid and perfected first priority security interest in the Receivables, the Related Security and
the Collections with respect thereto and the Collection Accounts.




          Section 8.2 Remedies.




          (a) Upon the occurrence and during the continuation of an Amortization Event, the Collateral
Agent may with the consent of, and shall, upon the direction of, any Managing Agent, take any of
the following actions (with written notice to the Seller): (i) declare the Amortization Date to
have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or
further notice of any kind, all of which are hereby expressly waived by each Seller Party;
provided, however, that upon the occurrence of an Amortization Event described in
Section 8.1(d), or of an actual or deemed entry of an order for relief with respect to any
Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically occur,
without demand, protest or any notice of any kind, all of which are hereby expressly waived by each
Seller Party, (ii) to the fullest extent permitted by applicable law, declare that the Default Fee
shall accrue with respect to any of the Aggregate Unpaids outstanding at such time,




26









 








(iii) replace the Person then acting as Servicer and (iv) deliver the Collection Notices to the
Collection Banks.




          (b) Upon the occurrence of the Amortization Date, the Collateral Agent may with the consent
of, and shall, upon the direction of, any Managing Agent (with written notice to the Seller) notify
Obligors of the Purchasers’ interest in the Receivables.




The aforementioned rights and remedies shall be in addition to all other rights and remedies of the
Collateral Agent and the Purchasers available under this Agreement, by operation of law, at equity
or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights
and remedies provided under the UCC, all of which rights shall be cumulative.




ARTICLE IX

INDEMNIFICATION




          Section 9.1 Indemnities by the Seller Parties.




          (a) Without limiting any other rights that the Collateral Agent, any Managing Agent or any
Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify the
Collateral Agent, the Managing Agents and each Purchaser and their respective assigns, officers,
directors, agents and employees (each an “Indemnified Party”) from and against any and all
damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable,
including reasonable attorneys’ fees (which attorneys may be employees of the Collateral Agent, the
Managing Agents or such Purchaser) and disbursements (all of the foregoing being collectively
referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising
out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a
Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify each
Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of
any breach by the Servicer (whether in its capacity as Servicer or in its capacity as Originator)
of a representation, warranty, covenant or obligation made by the Servicer hereunder or under any
other Transaction Document excluding, however, in all of the foregoing instances under the
preceding clauses (A) and (B):





     (i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction
holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the
part of the Indemnified Party seeking indemnification;




     (ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that
are uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the
related Obligor; or




     (iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal
executive office is located, on or measured by the overall net income of such Indemnified
Party to the extent that the computation of such taxes is consistent with the
characterization for income tax purposes of the acquisition by the Purchasers of



27









 






Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the
Related Security, the Collection Accounts and the Collections;



provided, however, that nothing contained in this sentence shall limit the
liability of any Seller Party or limit the recourse of the Purchasers to any Seller Party for
amounts otherwise specifically provided to be paid by such Seller Party under the terms of this
Agreement.




          Without limiting the generality of the foregoing indemnification, Seller shall indemnify the
Collateral Agent, the Managing Agent and the Purchasers for Indemnified Amounts (including, without
limitation, losses in respect of uncollectible receivables, subject to clause (ii) in the
preceding paragraph, but otherwise regardless of whether reimbursement therefor would constitute
recourse to Seller or the Servicer) relating to or resulting from:




    (i) any representation or warranty made by any Seller Party, CGSF or the Originator (or any
officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or
thereto, which shall have been false or incorrect when made or deemed made;




    (ii) the failure by any Seller, the Servicer, CGSF or the Originator to comply with any
applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or
the nonconformity of any Receivable or Contract included therein with any such applicable law, rule
or regulation or any failure of the Originator to keep or perform any of its obligations, express
or implied, with respect to any Contract;




    (iii) any failure of Seller, the Servicer, CGSF or the Originator to perform its
duties, covenants or other obligations in accordance with the provisions of this Agreement
or any other Transaction Document;




    (iv) any products liability, personal injury, damage or similar claim arising out of or in
connection with merchandise, insurance or services that are the subject of any Contract;




    (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor)
of the Obligor to the payment of any Receivable (including, without limitation, a defense based on
such Receivable or the related Contract not being a legal, valid and binding obligation of such
Obligor enforceable against it in accordance with its terms), or any other claim resulting from the
sale of the merchandise or service related to such Receivable or the furnishing or failure to
furnish such merchandise or services;




    (vi) the commingling of Collections of Receivables at any time with other funds;




    (vii) any investigation, litigation or proceeding related to or arising from this
Agreement or any other Transaction Document, the transactions contemplated hereby, the use
of the proceeds of a purchase, the ownership of the Purchaser Interests or any other
investigation, litigation or proceeding relating to Seller, the Servicer, CGSF or the




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Originator in which any Indemnified Party becomes involved as a result of any of the
transactions contemplated hereby;





     (viii) any inability to litigate any claim against any Obligor in respect of any
Receivable as a result of such Obligor being immune from civil and commercial law and suit
on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;




     (ix) any Amortization Event described in Section 8.1(d);




     (x) any failure of Seller to acquire and maintain legal and equitable title to, and ownership
of any Receivable and the Related Security and Collections with respect thereto from CGSF and the
Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure
of Seller to give reasonably equivalent value to CGSF under the Tier Two Receivables Sale Agreement
or any failure of CGSF to give reasonably equivalent value to the Originator under the Tier One
Receivables Sale Agreement in consideration of the transfer by CGSF or the Originator,
respectively, of any Receivable, or any attempt by any Person to void such transfer under statutory
provisions or common law or equitable action;




     (xi) any failure to vest and maintain vested in the Collateral Agent and the Purchasers, or to
transfer to the Collateral Agent and the Purchasers, legal and equitable title to, and ownership
of, a first priority undivided percentage ownership (to the extent of the Purchaser Interests
contemplated hereunder) in the Receivables, the Related Security and the Collections, free and
clear of any Adverse Claim;




     (xii) the failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or other
applicable laws with respect to any Receivable, the Related Security and Collections with
respect thereto, and the proceeds of any thereof, whether at the time of any Incremental
Purchase or Reinvestment or at any subsequent time;




     (xiii) any action or omission by any Seller Party which reduces or impairs the rights
of the Collateral Agent or the Purchasers with respect to any Receivable or the value of any
such Receivable; and




     (xiv) any attempt by any Person to void any Incremental Purchase or Reinvestment
hereunder under statutory provisions or common law or equitable action.



          (b) Notwithstanding anything to the contrary in this Agreement, solely for the purposes of
determining Indemnified Amounts owing under this Section 9.1, any representation, warranty
or covenant qualified by materiality or the occurrence of a Material Adverse Effect shall not be so
qualified.




          Section 9.2 Increased Cost and Reduced Return. If after the date hereof, any Funding
Source shall be charged any fee, expense or increased cost on account of the adoption of any
applicable law, rule or regulation (including any applicable law, rule or regulation regarding
capital adequacy) or any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged with the




29









 








interpretation or administration thereof, or compliance with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable agency: (i) that
subjects any Funding Source to any charge or withholding on or with respect to any Funding
Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the
Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts
payable under any Funding Agreement (except for changes in the rate of tax on the overall net
income of a Funding Source) or (ii) that imposes, modifies or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement against assets of, deposits
with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a
Funding Agreement or (iii) that imposes any other condition the result of which is to increase the
cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the
rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding
Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a
Funding Agreement or to require any payment calculated by reference to the amount of interests or
loans held or interest received by it, then, within ten (10) days following demand therefor by the
Collateral Agent or the relevant Managing Agent, Seller shall pay to the applicable Managing Agent,
for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or
compensate such Funding Source for such reduction.




          Section 9.3 Other Costs and Expenses. Seller shall pay to the Collateral Agent, the
Managing Agents and the Conduits on demand all costs and out-of-pocket expenses in connection with
the preparation, execution, delivery and administration of this Agreement, the transactions
contemplated hereby and the other documents to be delivered hereunder, including without
limitation, the cost of the Conduits’ auditors auditing the books, records and procedures of
Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Conduits, the Managing
Agents and the Collateral Agent (which such counsel may be employees of the Conduits, the Managing
Agents or the Collateral Agent) with respect thereto and with respect to advising the Conduits, the
Managing Agents and the Collateral Agent as to their respective rights and remedies under this
Agreement. Seller shall pay to the Collateral Agent or the relevant Managing Agent, within ten (10)
days following demand therefor, any and all costs and expenses of the Collateral Agent, the Managing Agents and the
Purchasers, if any, including reasonable counsel fees and expenses in connection with the
enforcement of this Agreement and the other documents delivered hereunder and in connection with
any restructuring or workout of this Agreement or such documents, or the administration of this
Agreement following an Amortization Event.




          Section 9.4 Withholding Tax Exemption.




          (a) At least five (5) Business Days prior to the first date on which any amount is payable
hereunder for the account of any Purchaser, each Purchaser that is not a “United States person” for
United States federal income tax purposes agrees that it will deliver to each of Seller and the
related Purchaser Group Managing Agent two duly completed and originally executed copies of United
States Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY with all necessary attachments or
applicable successor forms, certifying in each case that such Purchaser is entitled to receive
payments under this Agreement without deduction or withholding of any United States federal income
taxes. Each such Purchaser further undertakes to deliver to each of




30









 








Seller and the related Managing Agent two additional copies of such form (or a successor form)
on or before the date that such form expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent forms so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by Seller or the related Managing
Agent, in each case certifying that such Purchaser is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income taxes, unless any
change in any treaty, law or regulation has occurred prior to the date on which any such delivery
would otherwise be required which renders all such forms inapplicable or which prevents such
Purchaser from duly completing and delivering any such form with respect to it and such Purchaser
advises Seller and the related Managing Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax.




          (b) Each Purchaser that is not a “United States person” for U.S. federal income tax purposes
agrees to indemnify and hold Seller, the Managing Agents and the Collateral Agent harmless in
respect of any loss, cost or expense incurred by Seller, any Managing Agent or the Collateral Agent
as a result of, and agrees that, notwithstanding any other provision hereof, payments hereunder to
such Purchaser may be subject to deduction or withholding without indemnification by Seller for any
United States federal income taxes, penalties, interest and other costs and losses incurred or
payable by Seller, any Managing Agent or the Collateral Agent as a result of, (i) such Purchaser’s
failure to submit any form that is required pursuant to this Section 9.4 or (ii) Seller’s,
any Managing Agent’s or the Collateral Agent’s reliance on any form that such Purchaser has
provided pursuant to this Section 9.4 that is determined to be inaccurate in any material
respect.




ARTICLE X

THE AGENTS




          Section 10.1 Authorization and Action. Each Purchaser hereby designates and appoints
Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes
the Collateral Agent and its related Managing Agent to take such actions as agent on its behalf and
to exercise such powers as are delegated to the Collateral Agent or such Managing Agent by the
terms of this Agreement and the other Transaction Documents together with such powers as are
reasonably incidental thereto. Neither the Collateral Agent nor any Managing Agent shall have any
duties or responsibilities, except those expressly set forth herein or in any other Transaction
Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of the Collateral Agent or the Managing Agents shall be
read into this Agreement or any other Transaction Document or otherwise exist for the Collateral
Agent or the Managing Agents. In performing their respective functions and duties hereunder and
under the other Transaction Documents, (i) the Collateral Agent shall act solely as agent for the
Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduit Purchasers and
Committed Purchasers in the related Purchaser Group and (iii) neither the Collateral Agent nor any
Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency
with or for any Seller Party or any of such Seller Party’s successors or assigns. Neither the
Collateral Agent nor any Managing Agent shall be required to take any action that exposes the
Collateral Agent or the Managing Agents to personal liability or that is contrary to this
Agreement, any other Transaction Document or




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applicable law. The appointment and authority of the Collateral Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in
full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Collateral Agent and each
Managing Agent, as applicable, to execute each of the Uniform Commercial Code financing statements,
this Agreement and such other Transaction Documents as may require the Collateral Agent’s or a
Managing Agent’s signature on behalf of such Purchaser (the terms of which shall be binding on such
Purchaser).




          Section 10.2 Delegation of Duties. The Collateral Agent and the Managing Agents may
execute any of their respective duties under this Agreement and each other Transaction Document by
or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Neither the Collateral Agent nor any Managing Agent shall be
responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.




          Section 10.3 Exculpatory Provisions. None of the Collateral Agent, the Managing Agents
or any of their respective directors, officers, agents or employees shall be (i) liable for any
action lawfully taken or omitted to be taken by it or them under or in connection with this
Agreement or any other Transaction Document (except for its, their or such Person’s own gross
negligence or willful misconduct), or (ii) responsible in any manner to any of the Purchasers for
any recitals, statements, representations or warranties made by any Seller Party contained in this
Agreement, any other Transaction Document or any certificate, report, statement or other document
referred to or provided for in, or received under or in connection with, this Agreement, or any
other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement, or any other Transaction Document or any other document furnished
in connection herewith or therewith, or for any failure of any Seller Party to perform its
obligations hereunder or thereunder, or for the satisfaction of any condition specified in
Article V, or for the perfection, priority, condition, value or sufficiency of any
collateral pledged in connection herewith. Neither the Collateral Agent nor any Managing Agent
shall be under any obligation to any Purchaser to ascertain or to inquire as to the observance or
performance of any of the agreements or covenants contained in, or conditions of, this Agreement or
any other Transaction Document, or to inspect the properties, books or records of the Seller
Parties. Neither the Collateral Agent nor any Managing Agent shall be deemed to have knowledge of
any Amortization Event or Potential Amortization Event unless the Collateral Agent or such Managing
Agent, as applicable, has received notice from Seller or a Purchaser.




          Section 10.4 Reliance by Agents. The Collateral Agent and the Managing Agents shall in
all cases be entitled to rely, and shall be fully protected in relying, upon any document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to Seller), independent accountants and other experts selected by the
Collateral Agent or any Managing Agent. The Collateral Agent and the Managing Agents shall in all cases
be fully justified in failing or refusing to take any action under this Agreement or any other
Transaction Document unless it shall first receive such advice or concurrence of the Conduit
Purchasers or the Required Committed Purchasers or all of the Purchasers, as applicable, as they
deem appropriate and they shall first be indemnified to their satisfaction by the Purchasers,
provided that unless and until the Collateral Agent or any




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Managing Agent shall have received such advice, the Collateral Agent or such Managing Agent may take or refrain from taking
any action, as the Collateral Agent or such Managing Agent shall deem advisable and in the best
interests of the Purchasers. The Collateral Agent and the Managing Agents shall in all cases be
fully protected in acting, or in refraining from acting, in accordance with a request of the
related Conduit Purchasers or the Required Committed Purchasers or all of the Purchasers, as
applicable, and such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Purchasers.




          Section 10.5 Non-Reliance on Agents and Other Purchasers. Each Purchaser expressly
acknowledges that none of the Collateral Agent, the Managing Agents or any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by the Collateral Agent or any Managing Agent
hereafter taken, including, without limitation, any review of the affairs of any Seller Party,
shall be deemed to constitute any representation or warranty by the Collateral Agent or such
Managing Agent. Each Purchaser represents and warrants to the Collateral Agent and the Managing
Agents that it has and will, independently and without reliance upon the Collateral Agent, any
Managing Agent or any other Purchaser and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of Seller and made its own decision
to enter into this Agreement, the other Transaction Documents and all other documents related
hereto or thereto.




          Section 10.6 Reimbursement and Indemnification. The Committed Purchasers agree to
reimburse and indemnify the Collateral Agent and its respective officers, directors, employees,
representatives and agents ratably according to their Pro Rata Shares, to the extent not paid or
reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, acting in its
capacity as Collateral Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii)
for any other expenses incurred by the Collateral Agent, in its capacity as Collateral Agent, in
connection with the administration and enforcement of this Agreement and the other Transaction
Documents. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify the
related Managing Agent and its respective officers, directors, employees, representatives and
agents ratably according to their Commitments, to the extent not paid or reimbursed by the Seller
Parties (i) for any amounts for which such Managing Agent, acting in its capacity as Managing
Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses
incurred by such Managing Agent, in its capacity as Managing Agent, in connection with the
administration and enforcement of this Agreement and the other Transaction Documents.




          Section 10.7 Agents in their Individual Capacities. The Collateral Agent, each
Managing Agent and each of its respective Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with Seller or any Affiliate of Seller as though it were
not the Collateral Agent or a Managing Agent hereunder. With respect to the acquisition of
Purchaser Interests pursuant to this Agreement, the Collateral Agent and each Managing Agent shall
have the same rights and powers under this Agreement in its individual capacity as any Purchaser
and may exercise the same as though it were not the Collateral Agent or a Managing Agent, and the
terms “Committed Purchaser,” “Purchaser,” “Committed Purchasers” and




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“Purchasers” shall include the Collateral Agent and each Managing Agent in its individual capacity.




          Section 10.8 Successor Agent. The Collateral Agent and each Managing Agent may, upon
five (5) days’ notice to Seller and the Purchasers, and the Collateral Agent or any Managing Agent
will, upon the direction of all of the Purchasers (other than such Collateral Agent or Managing
Agent, in its individual capacity, as applicable) resign as Collateral Agent or Managing Agent, as
applicable. If the Collateral Agent or a Managing Agent shall resign, then the Required Committed
Purchasers, in the case of the Collateral Agent, or the Committed Purchasers of the related
Purchaser Group, in the case of a Managing Agent during such five-day period shall appoint from
among the Committed Purchasers, in the case of the Collateral Agent, or the Committed Purchasers of
the related Purchaser Group, in the case of a Managing Agent, a successor agent. If for any reason
no successor agent is appointed by the Required Committed Purchasers, in the case of the Collateral
Agent, or the Committed Purchasers of the related Purchaser Group, in the case of a Managing Agent,
during such five-day period, then effective upon the termination of such five-day period, the
Committed Purchasers, in the case of the Collateral Agent, and the Committed Purchasers of the
related Purchaser Group, in the case of a Managing Agent, shall perform all of the duties of the
Collateral Agent or the applicable Managing Agent hereunder and under the other Transaction
Documents and Seller and the Servicer (as applicable) shall make all payments in respect of the
Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly
with the Purchasers. After the effectiveness of any retiring Collateral Agent’s or Managing Agent’s
resignation hereunder as Collateral Agent or Managing Agent, as applicable, the retiring Collateral
Agent or Managing Agent shall be discharged from its duties and obligations hereunder and under the
other Transaction Documents and the provisions of this
Article X and Article IX
shall continue in effect for its benefit with respect to any actions taken or omitted to be taken
by it while it was Collateral Agent or Managing Agent under this Agreement and under the other
Transaction Documents.




ARTICLE XI

ASSIGNMENTS; PARTICIPATIONS




          Section 11.1 Assignments.




          (a) Seller and each Committed Purchaser hereby agree and consent to the complete or partial
assignment by each Conduit Purchaser of all or any portion of its rights under, interest in, title
to and obligations under this Agreement (i) to the related Committed Purchasers pursuant to this
Agreement or pursuant to a Liquidity Agreement, (ii) to any other issuer of commercial paper notes
sponsored or administered by the Managing Agent of such Conduit’s Purchaser Group and with a rating
of at least A-1/P-1 or (iii) to any other Person; provided that, prior to the occurrence of
an Amortization Event, such Conduit Purchaser may not make any such assignment pursuant to this
clause (iii), except in the event that the circumstances described in Section 11.1(c)
occur, without the consent of Seller (which consent shall not be unreasonably withheld or delayed),
and upon such assignment, such Conduit Purchaser shall be released from its obligations so
assigned. Further, Seller and each Committed Purchaser hereby agree that any assignee of any
Conduit Purchaser of this Agreement or all or any of the Purchaser Interests of such Conduit
Purchaser shall have all of the rights and benefits under this




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Agreement as if the term “Conduit Purchaser” explicitly referred to such party, and no
such assignment shall in any way impair the rights and benefits of such Conduit Purchaser
hereunder. Neither Seller nor the Servicer shall have the right to assign its rights or obligations
under this Agreement.




          (b) Any Committed Purchaser may, at any time and from time to time, assign to one or more
Persons (“Purchasing Committed Purchasers”) all or any part of its rights and obligations
under this Agreement pursuant to an assignment agreement, substantially in the form set forth in
Exhibit VII hereto (the “Assignment Agreement ”) executed by such Purchasing
Committed Purchaser and such selling Committed Purchaser. The consent of the Conduit Purchaser or
Conduit Purchasers in such Committed Purchaser’s Purchaser Group, if any, shall be required prior
to the effectiveness of any such assignment. The selling Committed Purchaser will consult with the
Seller regarding the suitability of the Purchasing Committed Purchaser prior to the effectiveness
of any assignment pursuant to this Section 11.1(b) and, so long as the Seller’s response is
not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable
efforts to accommodate the Seller’s preferences and, if the Seller timely solicits a commitment
from an eligible assignee on terms that are not disadvantageous to the assigning Committed
Purchaser, such Committed Purchaser will accommodate the Seller’s request. Each assignee of a
Committed Purchaser which is a member of a Purchaser Group which has a Conduit Purchaser as a
member must have a short-term debt rating from S&P and Moody’s equal to or greater than the ratings
required in order to maintain the rating of the commercial paper issued by the related Conduit
Purchaser (the “Required Ratings”). Upon delivery of the executed Assignment Agreement to
the Collateral Agent, such selling Committed Purchaser shall be released from its obligations
hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for
all purposes be a Committed Purchaser party to this Agreement and shall have all the rights and
obligations of a Committed Purchaser under this Agreement to the same extent as if it were an
original party hereto and no further consent or action by Seller, the Purchasers or the Collateral
Agent shall be required.




          (c) Each of the Committed Purchasers that is (i) not a Conduit Purchaser and (ii) a member of a Purchaser Group that has a Conduit Purchaser as a member, agrees that in
the event that it shall cease to have the Required Ratings (an “Affected Committed
Purchaser”), such Affected Committed Purchaser shall be obliged, at the request of the Conduit
Purchasers in such Committed Purchaser’s Purchaser Group or the applicable Managing Agent, to
assign all of its rights and obligations hereunder to (x) another Committed Purchaser or (y)
another funding entity nominated by such Managing Agent and acceptable to such affected Conduit
Purchasers, and willing to participate in this Agreement through the Liquidity Termination Date in
the place of such Affected Committed Purchaser; provided, that the Affected Committed
Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such
Committed Purchaser’s Pro Rata Share of the Aggregate Capital and Yield owing to the Committed
Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its
Pro Rata Share of the Purchaser Interests of the Committed Purchasers.




          Section 11.2 Participations. Any Committed Purchaser may, in the ordinary course of
its business at any time sell to one or more Persons (each a “Participant”) participating
interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers or any other
interest of such Committed Purchaser hereunder. The selling Committed Purchaser will




35









 








consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any
participation pursuant to this Section 11.2 and, so long as the Seller’s response is not
unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts
to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an
eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such
Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a
Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights
and obligations under this Agreement shall remain unchanged, such Committed Purchaser shall remain
solely responsible for the performance of its obligations hereunder, and Seller, the Servicer, the
Conduit Purchasers, the Managing Agents and the Collateral Agent shall continue to deal solely and
directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under
this Agreement. No Participant shall have rights greater than those of the related Committed
Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and
any such Participant in respect of such participating interest shall not restrict such Committed
Purchaser’s right to agree to any amendment, supplement, waiver or modification to this Agreement,
except for any amendment, supplement, waiver or modification described in Section
11.1(b)(i).




          Section 11.3 Additional Purchaser Groups; Joinder by Conduit Purchaser.




          (a) Upon the Seller’s request, an additional Purchaser Group may be added to this Agreement at
any time by the execution and delivery of a joinder agreement, substantially in the form set forth
in Exhibit XI hereto (a “Joinder Agreement”) by the members of such proposed additional
Purchaser Group, the Seller, the Servicer and the Administrative Agent, which execution and
delivery shall not be unreasonably refused by such parties. Upon the effective date of such Joinder
Agreement, (i) each Person specified therein as a “New Conduit Purchaser” shall become a party
hereto as a Conduit Purchaser, entitled to the rights and subject to the obligations of a Conduit
Purchaser hereunder, (ii) each Person specified therein as a “New Committed Purchaser” shall become
a party hereto as a Committed Purchaser, entitled to the rights and subject to the obligations of a
Committed Purchaser hereunder, (iii) each Person specified therein as a “New Managing Agent” shall
become a party hereto as a Managing Agent, entitled to the rights and subject to the obligations of
a Managing Agent hereunder and (iv) the Purchase Limit shall be increased, if appropriate, by an
amount which is equal to (x) the aggregate Commitments of the New Committed Purchasers party to
such Joinder Agreement. On or prior to the effective date of such Joinder Agreement, the Seller,
each new Purchaser and the new Managing Agent shall enter into a Fee Letter for purposes of setting
forth the fees payable to the members of such Purchaser Group in connection with this Agreement.




          (b) Any Purchaser Group may add a Conduit Purchaser member at any time by the execution and
delivery of a Joinder Agreement by such proposed Conduit Purchaser, the other members of such
Purchaser Group, the Seller, the Servicer and the Administrative Agent, which execution and
delivery shall not be unreasonably refused by such parties. Upon the effective date of such Joinder
Agreement, each Person specified therein as a “New Conduit Purchaser” shall become a party hereto
as a Conduit Purchaser, entitled to the rights and subject to the obligations of a Conduit
Purchaser hereunder.





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          Section 11.4 Extension of Liquidity Termination Date. The Seller may advise any
Managing Agent in writing of its desire to extend the Liquidity Termination Date for an additional
period not exceeding 364 days, provided such request is made not more than 90 days prior to, and
not less than 60 days prior to, the then current Liquidity Termination Date. Each Managing Agent so
advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group
of any such request and each such Committed Purchaser shall notify its related Managing Agent, the
Collateral Agent and the Seller of its decision to accept or decline the request for such extension
no later than 30 days prior to the then current Liquidity Termination Date (it being understood
that each Committed Purchaser may accept or decline such request in its sole discretion and on such
terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and
the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event
that at least one Committed Purchaser agrees to extend the Liquidity Termination Date, the Seller
Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent
or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem
necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred
by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable
attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a)
declines the request to extend the Liquidity Termination Date or (b) is in a Purchaser Group with respect
to which the Seller did not seek an extension of the Liquidity Termination Date (each such
Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and,
in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such
Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of
this Article XI prior to the then current Liquidity Termination Date, the Purchase Limit
shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on
the then current Liquidity Termination Date.




          Section 11.5 Terminating Committed Purchasers.




          (a) Any Affected Committed Purchaser or Non-Renewing Committed Purchaser which has not
assigned its rights and obligations hereunder if requested pursuant to this Article XI
shall be a “Terminating Committed Purchaser” for purposes of this Agreement as of the then
current Liquidity Termination Date (or, in the case of any Affected Committed Purchaser, such
earlier date as declared by the Conduit Purchaser in such Affected Committed Purchaser’s Purchaser
Group). If an Amortization Event has occurred, and the Committed Purchasers in a Purchaser Group
have voted or otherwise determined to declare an Amortization Date, but the Committed Purchasers in
the other Purchaser Groups have voted or otherwise determined not to declare an Amortization Date,
then the Committed Purchasers in such Purchaser Group (and each Conduit Purchaser in such Purchaser
Group that has any Capital outstanding at such time) may, upon written notice to the Servicer, the
Seller and the Collateral Agent, elect to become, and shall become, Terminating Committed
Purchasers effective on the date specified in such notice, which shall be a date no less than three
(3) Business Days after the date such notice is received by the Servicer, the Seller and the
Collateral Agent.




          (b) Each Terminating Committed Purchaser shall be allocated, in accordance with Section
2.2, a ratable portion of Collections according to its respective Termination Percentage from
the date of its becoming a Terminating Committed Purchaser (the “Termination 



37









 





Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full.
Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the
Amortization Date. On and after the Amortization Date, each Termination Percentage shall be
disregarded, and each Terminating Committed Purchaser’s Capital shall be reduced ratably with all
Committed Purchasers in accordance with Section 2.3.




          (c) On the date any Committed Purchaser becomes a Terminating Committed Purchaser, the
Commitment of such Committed Purchaser shall terminate and the Purchase Limit shall be reduced by
an amount equal to such Committed Purchaser’s Commitment. Upon reduction to zero of the Capital of
all of the Purchaser Interests of a Terminating Committed Purchaser (after application of
Collections thereto pursuant to Sections 2.2 and 2.4) all rights and obligations of
such terminating Committed Purchaser hereunder shall be terminated and such terminating Committed
Purchaser shall no longer be a “Committed Purchaser” hereunder; provided, however,
that the provisions of Article IX shall continue in effect for its benefit with respect to
Purchaser Interests or the Commitment held by such Terminating Committed Purchaser prior to its
termination as a Committed Purchaser.




ARTICLE XII

MISCELLANEOUS




          Section 12.1 Waivers and Amendments.




          (a) No failure or delay on the part of the Collateral Agent, the Managing Agents or any
Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any
other further exercise thereof or the exercise of any other power, right or remedy. The rights and
remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by
law. Any waiver of this Agreement shall be effective only in the specific instance and for the
specific purpose for which given.




          (b) No provision of this Agreement may be amended, supplemented, modified or waived except in
writing in accordance with the provisions of this Section 12.1(b). The Conduit Purchasers,
Seller, the Servicer, the Managing Agents and the Collateral Agent, at the direction of the
Required Committed Purchasers, may enter into written modifications or waivers of any provisions of
this Agreement, provided, however, that no such modification or waiver shall:




     (i) without the consent of each affected Purchaser, (A) extend the Liquidity Termination Date
or the date of any payment or deposit of Collections by Seller or the Servicer, (B) reduce the rate
or extend the time of payment of Yield (or any component thereof), (C) reduce any fee payable to
the Collateral Agent or the Managing Agents for the benefit of the Purchasers, (D) except pursuant
to Article XI hereof, change the amount of the Capital of any Purchaser, any Committed
Purchaser’s Pro Rata Share (except as may be required pursuant to a Conduit Purchaser’s Liquidity
Agreement) or any Committed Purchaser’s Commitment, (E) amend, modify or waive any provision of the
definition of Required Committed Purchasers or this Section 12.1(b), (F) consent to or
permit the assignment or transfer by Seller of any of its rights and obligations under



38









 






this Agreement, (G) change the definition of “Concentration Limit,” “Defaulted
Receivables,” “Default Proxy Ratio,” “Delinquency Ratio,” “Delinquent
Receivable,” “Discount and Servicing Fee Reserve,” “Dilution Horizon Ratio,”
“Dilution Reserve,” “Dilution Reserve Ratio,” “Dilution Ratio,”
“Eligible Receivable,” “Loss Horizon Ratio,” “Loss Reserve,” “Loss
Reserve Ratio,” “Loss-to-Balance Ratio,” or “Receivables Dilution Ratio ” or
(H) amend or modify any defined term (or any defined term used directly or indirectly in such
defined term) used in clauses (A) through (G) above in a manner that would
circumvent the intention of the restrictions set forth in such clauses; or




     (ii) without the written consent of any then Collateral Agent or Managing Agent, amend, modify
or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of
such Collateral Agent or Managing Agent, as applicable.



Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, the Collateral
Agent may, with the consent of Seller, amend this Agreement solely to add additional Persons as
Committed Purchasers hereunder and (ii) the Collateral Agent, the Required Committed Purchasers and
the Conduit Purchasers may enter into amendments to modify any of the terms or provisions of
Article X, Article XI and Section 12.13 or any other provision of this
Agreement without the consent of Seller, provided that such amendment has no negative impact upon
Seller. Any modification or waiver made in accordance with this Section 12.1 shall apply to
each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Managing
Agents and the Collateral Agent.




          Section 12.2 Notices. Except as provided below, all communications and notices
provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile
transmission or similar writing) and shall be given to the other parties hereto at their respective
addresses or telecopy numbers set forth on the signature pages hereof or at such other address or
telecopy number as such Person may hereafter specify for the purpose of notice to each of the other
parties hereto. Each such notice or other communication shall be effective (i) if given by
telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time
such communication is deposited in the mail with first class postage prepaid or (iii) if given by
any other means, when received at the address specified in this Section 12.2. Seller hereby
authorizes the Collateral Agent to effect purchases and Tranche Period and Discount Rate selections
based on telephonic notices made by any Person whom the Collateral Agent in good faith believes to be
acting on behalf of Seller. Seller agrees to deliver promptly to the Collateral Agent a written
confirmation of each telephonic notice signed by an authorized officer of Seller; however, the
absence of such confirmation shall not affect the validity of such notice. If the written
confirmation differs from the action taken by the Collateral Agent, the records of the Collateral
Agent shall govern absent manifest error.




          Section 12.3 Ratable Payments. If any Purchaser, whether by setoff or otherwise, has
payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser
(other than payments received pursuant to Section 9.2 or 9.3) in a greater
proportion than that received by any other Purchaser entitled to receive a ratable share of such
Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without
recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after
such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids;




39









 








provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such
purchase shall be rescinded and the purchase price restored to the extent of such recovery, but
without interest.




          Section 12.4 Protection of Ownership Interests of the Purchasers.




          (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver
all instruments and documents, and take all actions, that may be necessary or desirable, or that
the Collateral Agent may reasonably request, to perfect, protect or more fully evidence the
Purchaser Interests, or to enable the Collateral Agent or the Purchasers to exercise and enforce
their rights and remedies hereunder. At any time following the occurrence of the Amortization Date
resulting from an Amortization Event, the Collateral Agent may, or the Collateral Agent may direct
Seller or the Servicer to, notify the Obligors of Receivables, at Seller’s expense, of the
ownership interests of the Purchasers under this Agreement and after the occurrence and during the
continuance of an Amortization Event, may also direct that payments of all amounts due or that
become due under any or all Receivables be made directly to the Collateral Agent or its designee.
Seller or the Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of
such Purchaser in any such notification.




          (b) If any Seller Party fails to perform any of its obligations hereunder, the Collateral
Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such
obligation, and the Collateral Agent’s or such Purchaser’s costs and expenses incurred in
connection therewith shall be payable by Seller as provided in Section 9.3. Each Seller
Party irrevocably authorizes the Collateral Agent at any time and from time to time in the sole
discretion of the Collateral Agent, and appoints the Collateral Agent as its attorney-in-fact, to
act on behalf of such Seller Party (i) to execute on behalf of Seller as debtor and to file
financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect
and to maintain the perfection and priority of the interest of the Purchasers in the Receivables
and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing
statement with respect to the Receivables as a financing statement in such offices as the
Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the
perfection and priority of the interests of the Purchasers in the Receivables. This appointment is
coupled with an interest and is irrevocable.



          Section 12.5 Confidentiality.




          (a) Each Seller Party and each Purchaser shall maintain and shall cause each of its employees
and officers to maintain the confidentiality of this Agreement and the other confidential
proprietary information with respect to the Collateral Agent, the Managing Agent and the Conduit
Purchasers and their respective businesses obtained by it or them in connection with the
structuring, negotiating and execution of the transactions contemplated herein, except that such
Seller Party and such Purchaser and its officers and employees may disclose such information to such Seller Party’s and such
Purchaser’s external accountants and attorneys and as required pursuant to any law, rule,
regulation, direction, request or order of any judicial, administrative or regulatory authority or
proceedings (whether or not having the force or effect of law).




40









 








          (b) Anything herein to the contrary notwithstanding, each Seller Party hereby consents to the
disclosure of any nonpublic information with respect to it (i) to the Collateral Agent, the
Managing Agents, the Committed Purchasers or the Conduit Purchasers by each other, (ii) by the
Collateral Agent, the Managing Agents, or the Purchasers to any prospective or actual assignee or
participant of any of them or (iii) by the Collateral Agent or the Managing Agents to any rating
agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity
enhancement to the Conduit Purchasers or any entity organized for the purpose of purchasing, or
making loans secured by, financial assets for which Bank One, Wachovia, Scotia, STCM, BTM or
Rabobank acts as the collateral agent and to any officers, directors, employees, outside
accountants and attorneys of any of the foregoing, provided each such Person is informed of
the confidential nature of such information and (with the exception of any rating agency described
in clause (iii) above) has agreed to keep such information confidential. In addition, the
Purchasers, and the Collateral Agent and the Managing Agents may disclose any such nonpublic
information pursuant to any law, rule, regulation, direction, request or order of any judicial,
administrative or regulatory authority or proceedings (whether or not having the force or effect of
law).




          Section 12.6 Bankruptcy Petition. Each of Seller, the Servicer, the Collateral Agent,
the Managing Agents and each Committed Purchaser hereby covenants and agrees that, prior to the
date that is one year and one day after the payment in full of all outstanding senior Indebtedness
of a Conduit Purchaser, it will not institute against, or join any other Person in instituting
against, such Conduit Purchaser, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceeding under the laws of the United States or any
state of the United States.




          Section 12.7 Limitation of Liability; Limitation of Payment; No Recourse.




          (a) Notwithstanding any provisions contained in this Agreement or any other Transaction
Document to the contrary, no Conduit Purchaser shall be obligated to pay any amount pursuant to
this Agreement or any other Transaction Document unless such Conduit Purchaser has excess cash flow
from operations or has received funds which may be used to make such payment and which funds or
excess cash flow are not required to repay any of such Conduit Purchaser’s Commercial Paper when
due. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding
sentence shall not constitute a claim against such Conduit Purchaser for any such insufficiency.
The agreements in this section shall survive the termination of this Agreement and the other
Transaction Documents.




          (b) Notwithstanding anything in this Agreement or any other Transaction Document to the
contrary, the obligations of each Conduit Purchaser under the Transaction Documents are solely the
corporate obligations of such Conduit Purchaser. No recourse shall be had for any obligation or
claim arising out of or based upon any Transaction Document against any stockholder, employee,
officer, director or incorporator of such Conduit Purchaser. The agreements in this section shall
survive the termination of this Agreement and the other Transaction Documents.



          (c) Except with respect to any claim arising out of the willful misconduct or gross negligence
of the Conduit Purchasers, the Managing Agents, the Collateral Agent, or any



41









 





Committed Purchaser, no claim may be made by any Seller Party or any other Person against any
Conduit Purchaser, the Collateral Agent or any Committed Purchaser or their respective Affiliates,
directors, officers, employees, attorneys or agents for any special, indirect, consequential or
punitive damages in respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by this Agreement, or any act, omission
or event occurring in connection therewith; and each Seller Party hereby waives, releases, and
agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not
known or suspected to exist in its favor.




          Section 12.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK EXCEPT TO
THE EXTENT THAT THE PERFECTION OF THE PURCHASERS’ SECURITY INTEREST IN THE PURCHASER INTERESTS IS
GOVERNED BY THE LAW OF ANOTHER STATE, AS REQUIRED BY THE LAWS OF THE STATE OF NEW YORK.




          Section 12.9 CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW
YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH OF SELLER PARTY HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS
TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS
AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE COLLATERAL AGENT, THE MANAGING
AGENTS OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER
JURISDICTION TO THE EXTENT NECESSARY TO REALIZE ON THE INTERESTS OF THE PURCHASERS AND THE
COLLATERAL AGENT IN ANY RECEIVABLES, RELATED SECURITY OR PROCEEDS THEREOF. ANY JUDICIAL PROCEEDING
BY ANY SELLER PARTY AGAINST THE COLLATERAL AGENT, ANY MANAGING AGENT OR ANY PURCHASER OR ANY
AFFILIATE OF ANY SUCH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY
PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.




          Section 12.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY
DOCUMENT EXECUTED BY THE SELLER PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.




42









 








          Section 12.11 Integration; Binding Effect; Survival of Terms.




          (a) This Agreement and each other Transaction Document contain the final and complete
integration of all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings.




          (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns (including any trustee in bankruptcy). This
Agreement shall create and constitute the continuing obligations of the parties hereto in
accordance with its terms and shall remain in full force and effect until terminated in accordance
with its terms; provided, however, that the rights and remedies with respect to (i)
any breach of any representation and warranty made by any Seller Party pursuant to Article
IV, (ii) the indemnification and payment provisions of Article IX, and Sections
12.5 and 12.6 shall be continuing and shall survive any termination of this Agreement.




          Section 12.12 Counterparts; Severability; Section References. This Agreement may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same Agreement. Any provisions of this Agreement which are
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Unless otherwise expressly
indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean
articles and sections of, and schedules and exhibits to, this Agreement.




          Section 12.13 Agent Roles.




          (a) Bank One Roles. Each of the Committed Purchasers acknowledges that Bank One acts,
or may in the future act, (i) as administrative agent for one or more of the Conduit Purchasers,
(ii) as Managing Agent for one or more of the Conduit Purchasers, (iii) as issuing and paying agent
for one or more Conduit Purchaser’s Commercial Paper, (iv) to provide credit or liquidity
enhancement for the timely payment for one or more Conduit Purchaser’s Commercial Paper and (v) to
provide other services from time to time for some or all of the Purchasers (collectively, the
“Bank One Roles”). Without limiting the generality of this Section 12.13(a), each
Committed Purchaser hereby acknowledges and consents to any and all Bank One Roles and agrees that
in connection with any Bank One Role, Bank One may take, or refrain from taking, any action that
it, in its discretion, deems appropriate, including, without limitation, in its role as
administrative agent for the related Conduit Purchasers, and the giving of notice of a mandatory
purchase pursuant its Liquidity Agreement.




          (b) Managing Agent Institution Roles. Each of the Committed Purchasers acknowledges
that each Committed Purchaser that serves as a Managing Agent hereunder (a “Managing Agent
Institution”) acts, or may in the future act, (i) as Managing Agent for a Conduit Purchaser or
Conduit Purchasers, (ii) as issuing and paying agent for such Conduit Purchaser’s Commercial Paper,
(iii) to provide credit or liquidity enhancement for the timely



43









 





payment for such Conduit Purchaser’s Commercial Paper and (iv) to provide other services from time
to time for some or all of the Purchasers (collectively, the “Managing Agent Institution
Roles”). Without limiting the generality of this Section 12.13(b), each Committed
Purchaser hereby acknowledges and consents to any and all Managing Agent Institution Roles and
agrees that in connection with any Managing Agent Institution Role, the applicable Managing Agent
Institution may take, or refrain from taking, any action that it, in its discretion, deems
appropriate, including, without limitation, in its role as administrative agent for the related
Conduit Purchasers, if any, and the giving of notice to the Collateral Agent or any Managing Agent
of a mandatory purchase pursuant to its Liquidity Agreement.




          Section 12.14 Characterization.




          (a) It is the intention of the parties hereto that each purchase hereunder shall constitute
and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable
Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as
specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made
without recourse to Seller; provided, however, that (i) Seller shall be liable to
each Purchaser and the Collateral Agent for all representations, warranties and covenants made by
Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not
intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee
thereof of any obligation of Seller, CGSF or the Originator or any other person arising in
connection with the Receivables, the Related Security, or the related Contracts, or any other
obligations of Seller, CGSF or the Originator.




          (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers
a valid and perfected security interest in all of Seller’s right, title and interest in, to and
under all Receivables now existing or hereafter arising, the Collections, each Collection Account,
all Related Security, all other rights and payments relating to such Receivables, all of Seller’s
rights under the Receivables Sale Agreements and all proceeds of any thereof to secure the prompt
and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent
and the Purchasers shall have, in addition to the rights and remedies that they may have under this
Agreement, all other rights and remedies provided to a secured creditor after default under the UCC
and other applicable law, which rights and remedies shall be cumulative.




          Section 12.15 Amendment and Restatement. This Agreement amends, restates and
supersedes in its entirety the Original RPA and shall not constitute a novation thereof. It is the
intent of each of the parties hereto that all references to the Original RPA in any Transaction
Document to which such party is a party and which becomes or remains effective on or after the date
hereof shall be deemed to mean and be references to this Agreement.





44









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date hereof.



	 	 	 	 	 
	 	 	CGSF FUNDING CORPORATION, as the Seller
	 
	 	 	 	 
	

	 	By:
	 	/s/ Lanette A. Frostestad
	

	 	 	 	 
	 	 	Name: Lanette A. Frostestad
	 	 	Title: Vice President and Treasurer
	 
	 	 	 	 
	 	 	Address:
	 	 	One Post Street
	 	 	San Francisco, California 94104
	 	 	Fax: (415) 983-9369
	 
	 	 	 	 
	 	 	McKESSON CORPORATION, as the Servicer
	 
	 	 	 	 
	

	 	By:
	 	/s/ Nicholas A. Loiacono
	

	 	 	 	 
	 	 	Name: Nicholas A. Loiacono
	 	 	Title: Vice President and Treasurer
	 
	 	 	 	 
	 	 	Address:
	 	 	One Post Street
	 	 	San Francisco, California 94104
	 	 	Fax: (415) 983-9369






Signature Page to

Amended and Restated Receivables Purchase Agreement





 









 








	 	 	 	 	 
	 	 	PREFERRED RECEIVABLES FUNDING
	 	 	CORPORATION, as a Conduit Purchaser
	 
	 	 	 	 
	

	 	By:
	 	/s/ George S. Wilkins
	

	 	 	 	 
	

	 	 	 	Authorized Signatory
	 
	 	 	 	 
	 	 	Address:
	 	 	c/o Bank One, NA (Main Office Chicago)
	 	 	Asset Backed Finance
	 	 	Suite 0079, 1-19
	 	 	1 Bank One Plaza
	 	 	Chicago, Illinois 60670-0019
	 	 	Fax: (312) 732-1844
	 
	 	 	 	 
	 	 	FALCON ASSET SECURITIZATION
	 	 	CORPORATION, as a Conduit Purchaser
	 
	 	 	 	 
	

	 	By:
	 	/s/ George S. Wilkins
	

	 	 	 	 
	

	 	 	 	Authorized Signatory
	 
	 	 	 	 
	 	 	Address:
	 	 	c/o Bank One, NA (Main Office Chicago)
	 	 	Asset Backed Finance
	 	 	Suite 0079, 1-19
	 	 	1 Bank One Plaza
	 	 	Chicago, Illinois 60670-0019
	 	 	Fax: (312) 732-1844
	 
	 	 	 	 
	 	 	BANK ONE, NA (MAIN OFFICE CHICAGO),
	 	 	as a Committed Purchaser, a Managing Agent and as
	 	 	Collateral Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ George S. Wilkins
	

	 	 	 	 
	 	 	Name: George S. Wilkins
	 	 	Title: Director, Capital Markets
	 
	 	 	 	 
	 	 	Address:
	 	 	Bank One, NA (Main Office Chicago)
	 	 	Asset Backed Finance
	 	 	Suite 0596, 1-21
	 	 	1 Bank One Plaza
	 	 	Chicago, Illinois 60670-0596
	 	 	Fax: (312) 732-4487






Signature Page to

Amended and Restated Receivables Purchase Agreement





 









 








	 	 	 	 	 
	 	 	BLUE RIDGE ASSET
FUNDING CORPORATION, as a
	 	 	Conduit Purchaser
	 
	 	 	 	 
	 	 	By: Wachovia Capital Markets, LLC, as Attorney-In-Fact
	 
	 	 	 	 
	

	 	By:
	 	/s/ Douglas R. Wilson
	

	 	 	 	 
	 	 	Name: DOUGLAS R. WILSON, SR.
	 	 	Title: VICE PRESIDENT
	 
	 	 	 	 
	 	 	Address:
	 	 	301 South College Street
	 	 	Charlotte, NC 28288
	 	 	Fax: (704) 383-9579
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL
ASSOCIATION., as a
	 	 	Committed Purchaser and a Managing Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	 	 	Name: Gary G. Fleming Jr.
	 	 	Title: Director
	 
	 	 	 	 
	 	 	Address:
	 	 	191 Peachtree Street, NE
	 	 	Atlanta, Georgia 30303
	 	 	Fax: (404) 332-5152






Signature Page to

Amended and Restated Receivables Purchase Agreement







 









 








	 	 	 	 	 
	 	 	BLUE RIDGE ASSET FUNDING CORPORATION, as a
	 	 	Conduit Purchaser
	 
	 	 	 	 
	 	 	By: Wachovia Capital Markets, LLC, as Attorney-In-Fact
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	301 South College Street
	 	 	Charlotte, NC 28288
	 	 	Fax: (704) 383-9579
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL
ASSOCIATION., as a
	 	 	Committee Purchaser and a Managing Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gary G. Fleming
	

	 	 	 	 
	 	 	Name: Gary G. Fleming Jr.
	 	 	Title: Director
	 
	 	 	 	 
	 	 	Address:
	 	 	191 Peachtree Street, NE
	 	 	Atlanta, Georgia 30303
	 	 	Fax: (404) 332-5152






Signature Page to

Amended and Restated Receivables Purchase Agreement







 









 








	 	 	 	 	 
	 	 	LIBERTY STREET FUNDING CORP, as a Conduit
	 	 	Purchaser
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bernard J. Angelo
	

	 	 	 	 
	 	 	Name: Bernard J. Angelo
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Address:
	 	 	c/o Global Securitization Services, LLC
	 	 	445 Broadhollow Road,
Suite 239
	 	 	Melville, New York 11747
	 	 	Attention: Andrew L. Stidd
	 	 	Fax: (212) 302-8767
	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Committed
	 	 	Purchaser and as Managing Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	One Liberty Plaza
	 	 	New York, New York 10006
	 	 	Attention: Michael Eden
	 	 	Fax: (212) 225-5090






Signature Page to

Amended and Restated Receivables Purchase Agreement







 









 








	 	 	 	 	 
	 	 	LIBERTY STREET FUNDING CORP, as a Conduit
	 	 	Purchaser
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	c/o Global Securitization Services, LLC
	 	 	445 Broadhollow Road, Suite 239
	 	 	Melville, New York 11747
	 	 	Attention: Andrew L. Stidd
	 	 	Fax: (212) 302-8767
	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Committed
	 	 	Purchaser and as Managing Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ Michael Eden
	

	 	 	 	 
	

	 	Name:
	 	MICHAEL EDEN
	

	 	Title:
	 	DIRECTOR
	 
	 	 	 	 
	 	 	Address:
	 	 	One Liberty Plaza
	 	 	New York, New York 10006
	 	 	Attention: Michael Eden
	 	 	Fax: (212) 225-5090






Signature Page to

Amended and Restated Receivables Purchase Agreement







 









 








	 	 	 	 	 
	 	 	THREE PILLARS FUNDING LLC, as a Conduit
	 	 	Purchaser and as a Committed Purchaser
	 
	 	 	 	 
	

	 	By:
	 	/s/ Evelyn Echevarria
	

	 	 	 	 
	 	 	Name: EVELYN ECHEVARRIA
	 	 	Title: VICE PRESIDENT
	 
	 	 	 	 
	 	 	Address:
	 	 	c/o AMACAR Group, L.L.C.
	 	 	6525 Morrison Boulevard
	 	 	Suite 318
	 	 	Charlotte, North Carolina 28211
	 	 	Attention: Douglas K. Johnson
	 	 	Fax: (704) 365-1362
	 
	 	 	 	 
	 	 	SUNTRUST CAPITAL MARKETS, INC., as Managing
	 	 	Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	303 Peachtree Street, NE
	 	 	24th Floor, MC 3950
	 	 	Atlanta, Georgia 30308
	 	 	Attention: Securitization Asset Management Group
	 	 	Fax: (404) 813-5000






Signature Page to

Amended and Restated Receivables Purchase Agreement






 









 








	 	 	 	 	 
	 	 	THREE PILLARS FUNDING LLC, as a Conduit
	 	 	Purchaser and as a Committed Purchaser
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	c/o AMACAR Group, L.L.C.
	 	 	6525 Morrison Boulevard
	 	 	Suite 318
	 	 	Charlotte, North Carolina 28211
	 	 	Attention: Douglas K. Johnson
	 	 	Fax: (704) 365-1362
	 
	 	 	 	 
	 	 	SUNTRUST CAPITAL MARKETS, INC., as Managing
	 	 	Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ James R. Bennison
	

	 	 	 	 
	 	 	Name : James R. Bennison
	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	Address:
	 	 	303 Peachtree Street, NE
	 	 	24th Floor, MC 3950
	 	 	Atlanta, Georgia 30308
	 	 	Attention: Securitization Asset Management Group

	 	 	Fax: (404) 813-5000






Signature Page to

Amended and Restated Receivables Purchase Agreement





 










 






	 	 	 	 	 	 	 
	 	 	GOTHAM FUNDING CORPORATION, as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ R. Douglas Donaldson	 	 
	

	 	 	 	 	 	 
	 	 	Name : R. Douglas Donaldson	 	 
	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o J.H. Management Corporation	 	 
	 	 	One International Plaza	 	 
	 	 	Boston, MA 02110	 	 
	 	 	Attention: Nancy D. Smith	 	 
	 	 	Fax: (617) 951-7050	 	 
	 	 	Tel: (617) 951-7690	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF
TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
as a Managing Agent and a Committed Purchaser	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	1251 Avenue of the Americas	 	 
	 	 	New York, New York 10020	 	 
	 	 	Attention: Securitization Group	 	 
	 	 	Fax: (212) 782-6998	 	 






Signature Page to

Amended and Restated Receivables Purchase Agreement





 









 








	 	 	 	 	 	 	 
	 	 	GOTHAM FUNDING CORPORATION, as a Conduit

Purchaser	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o J.H. Management Corporation	 	 
	 	 	One International Plaza	 	 
	 	 	Boston, MA 02110	 	 
	 	 	Attention: Nancy D. Smith	 	 
	 	 	Fax: (617) 951-7050	 	 
	 	 	Tel: (617) 951-7690	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
as a Managing Agent and a Committed Purchaser	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Koji Baba	 	 
	

	 	 	 	 	 	 
	 	 	Name: KOJI BABA	 	 
	 	 	Title: SVP & Group Head	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	1251 Avenue of the Americas	 	 
	 	 	New York, New York 10020	 	 
	 	 	Attention: Securitization Group	 	 
	 	 	Fax: (212) 782-6998	 	 






Signature Page to

Amended and Restated Receivables Purchase Agreement




 









 








	 	 	 	 	 	 	 
	 	 	NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Tony Wong	 	 
	

	 	 	 	 	 	 
	 	 	Name: Tony Wong

Title : Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address:

c/o Global Securitization Services, LLC

445 Broadhollow Road, Suite 239

Melville, New York 11747

Attention: Tony Wong

Fax: (212) 302-8767	 	 
	 
	 	 	 	 	 	 
	 	 	COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., “RABOBANK

INTERNATIONAL”, NEW YORK BRANCH, as a Committed

Purchaser and a Managing Agent	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 	 	Name:

Title:	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 	 	Name:

Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address:

Rabobank International, New York Branch

245 Park Avenue 

New York, New York 100167

Attention: Neetu Mohan

Fax: (212) 309-5120	 	 






Signature Page to

Amended and Restated Receivables Purchase Agreement





 









 








	 	 	 	 	 	 	 
	 	 	NIEUW AMSTERDAM RECEIVABLES CORPORATION , as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 	 	Name:

Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address:

c/o Global Securitization Services, LLC 

445 Broadhollow Road, Suite 239 

Melville, New York 11747

Attention: Tony Wong

Fax: (212) 302-8767	 	 
	 
	 	 	 	 	 	 
	 	 	COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”,
NEW YORK BRANCH, as
a Committed Purchaser and a Managing Agent	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ James Han	 	 
	

	 	 	 	 	 	 
	 	 	Name: James Han

Title: Vice President	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Brett Delfino	 	 
	

	 	 	 	 	 	 
	 	 	Name: Brett Delfino

Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	Address:

Rabobank International, New York Branch

245 Park Avenue

New York, New York 100167

Attention: Neetu Mohan

Fax: (212) 309-5120	 	 






Signature Page to

Amended and Restated Receivables Purchase Agreement





 









 






EXHIBIT I




DEFINITIONS




               As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):



               “Accrual Period” means each calendar month, provided that the initial Accrual Period
hereunder means the period from (and including) the date of the initial purchase hereunder to (and
including) the last day of the calendar month thereafter.



               “Adverse Claim” means a lien, security interest, charge or encumbrance, or other right
or claim in, of or on any Person’s assets or properties in favor of any other Person.



               “Affected Committed Purchaser” has the meaning specified in Section 11.1(c).



               “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, such Person or any
Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling
Person owns 10% or more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the management or policies of
the controlled Person, whether through ownership of stock, by contract or otherwise.



               “Collateral Agent” has the meaning set forth in the preamble to this Agreement.



               “Aggregate Capital” means, at any time, the sum of all Capital of all Purchaser
Interests.



               “Aggregate Reduction” has the meaning specified in Section 1.3.



               “Aggregate Reserves” means, on any date of determination, the sum of the Loss Reserve,
the Discount and Servicing Fee Reserve and the Dilution Reserve.



               “Aggregate Unpaids” means, at any time, an amount equal to the sum of all Capital and
all other unpaid Obligations (whether due or accrued) at such time.



               “Agreement ” means this Amended and Restated Receivables Purchase Agreement, as it may
be amended or modified and in effect from time to time.



               “Alternate Base Rate” means, for any day, the rate per annum equal to the higher as of
such day of (i) the Prime Rate or (ii) one-half of one percent (0.50%) per annum above the Federal
Funds Effective Rate. For purposes of determining the Alternate Base Rate for any day, changes in
the Prime Rate or the Federal Funds Effective Rate shall be effective on the date of each such
change. The Alternate Base Rate is not necessarily intended to be the lowest rate of interest
determined by Wachovia in connection with extensions of credit.



I-1









 





               “Amortization Date” means the earliest to occur of (i) the day on which any of the
conditions precedent set forth in Section 5.2 are not satisfied, (ii) the Business Day
immediately prior to the occurrence of an Amortization Event set forth in Section 8.1(d),
(iii) the Business Day specified in a written notice from the Collateral Agent pursuant to
Section 8.2 following the occurrence of any other Amortization Event, and (iv) the date
which is sixty (60) Business Days after the Collateral Agent’s receipt of written notice from
Seller that it wishes to terminate the facility evidenced by this Agreement.



               “Amortization Event” has the meaning specified in Article VIII.



               “Applicable Margin” means, on any date and with respect to each funding made at the
LIBO Rate, the number of basis points per annum set forth under the heading “Eurodollar Rate +”
which corresponds to the “Debt Rating” of McKesson on such date, under and as defined in the
definition of “Applicable Rate” set forth in the Revolving Credit Agreement; provided,
however, that if (i) the Revolving Credit Agreement terminates, by acceleration or
otherwise, and is replaced by a successor or replacement facility of similar tenor, “Applicable
Margin” shall mean, on any date and with respect to each funding made at the LIBO Rate, the number
of basis points per annum in excess of the eurodollar rate or London-interbank offered rate (or
similar rate howsoever denominated) set forth in the agreement evidencing such replacement or
successor facility, applicable on such date to advances or loans funded by the lenders to McKesson
thereunder which pursuant to the terms thereof accrue interest at such rate or (ii) the Revolving
Credit Agreement terminates, by acceleration or otherwise, and is not replaced by a successor or
replacement facility of similar tenor, “Applicable Margin” shall mean, on any date and with respect
to each funding made at the LIBO Rate, the number of basis points per annum set forth under the
heading “Eurodollar Rate +” which corresponds to the “Debt Rating” of McKesson under and as defined
in the definition of “Applicable Rate” set forth in the Revolving Credit Agreement on the date of
such termination.



               “Assignment Agreement” has the meaning set forth in Section 11.1(b).



               “Authorized Officer” shall mean, with respect to any Seller Party, its respective
corporate controller, treasurer, assistant treasurer, vice president-finance or chief financial
officer and, in addition, in the case of the Seller, its president so long as the president retains
the duties of a financial officer of the Seller.



               “Bank One” has the meaning set forth in the preamble to this Agreement.



               “Bank One Group Reference Bank ” means Bank One or such other bank as Bank One shall
designate with the consent of Seller.



               “Base Rate” means:



               (a) with respect to PREFCO and its Committed Purchasers and Falcon and its Committed
Purchasers, a rate per annum equal to the corporate base rate, prime rate or base rate of interest,
as applicable, announced by the Bank One Group Reference Bank from time to time, changing when and
as such rate changes;



I-2









 





               (b) with respect to Blue Ridge and its Committed Purchasers, the Alternate Base Rate;



               (c) with respect to Liberty Street and its Committed Purchasers, a rate per annum equal to the corporate base rate, prime rate or base rate of interest, as applicable,
announced by the Scotia Group Reference Bank from time to time, changing when and as such rate
changes;



               (d) with respect to Three Pillars, on any date of determination, a fluctuating rate of
interest per annum equal to the higher of (i) the rate of interest most recently announced by
SunTrust as its “prime rate”, changing when and as such rate changes and (ii) the SunTrust Federal Funds Rate most
recently determined by SunTrust plus 0.50% per annum (it being understood that the Base
Rate is not necessarily intended to be the lowest rate of interest determined by SunTrust in
connection with extensions of credit);



               (e) with respect to Gotham and its Committed Purchasers, on any date, a fluctuating rate of
interest per annum equal to the higher of (i) the rate of interest most recently announced by BTM
Trust Company in New York, New York as its “prime rate” and (ii) the BTM Federal Funds Rate most
recently determined by BTM plus 0.50% per annum (it being understood that the Base Rate is
not necessarily intended to be the lowest rate of interest determined by BTM in connection with
extensions of credit); and



               (f) with respect to Nieuw Amsterdam and its Committed Purchasers, on any date, a fluctuating
interest rate per annum equal to the higher of (i) the per annum rate of interest announced from
time to time by Rabobank International, New York Branch as its “base rate” and (ii) 0.50% per annum above the Rabobank Federal Funds Rate.



               “Blue Ridge” means Blue Ridge Funding Corporation, in its individual capacity, and its
successors.



               “Broken Funding Costs” means for any Purchaser Interest which: (i) has its Capital
reduced without compliance by the Seller with the notice requirements hereunder or (ii) does not
become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is
assigned under Article XI or terminated prior to the date on which it was originally
scheduled to end; an amount equal to the excess, if any, of (A) Yield that would have accrued
during the remainder of the Tranche Periods (or, in the case of Purchaser Interests funded through
Pooled Commercial Paper, the tranche periods for such Pooled Commercial Paper) determined by the
Collateral Agent or the applicable Managing Agent to relate to such Purchaser Interest (as
applicable) subsequent to the date of such reduction or termination (or in respect of clause
(ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction
Notice) of the Capital of such Purchaser Interest if such reduction, assignment or termination had
not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent
all or a portion of such Capital is allocated to another Purchaser Interest, the amount of Yield
actually accrued during the remainder of such period on such Capital for the new Purchaser
Interest, and (y) to the extent such Capital is not allocated to another Purchaser Interest, the
income, if any, actually received during the remainder of such period by the holder



I-3









 





of such
Purchaser Interest from investing the portion of such Capital not so allocated. All Broken Funding
Costs shall be due and payable hereunder upon demand.




               “BTM” means The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, in its individual
capacity and its successors.



               “BTM Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period equal to (a) the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by federal funds
brokers, as published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S.
Government Securities; or (b) if such rate is not so published for any day which is a Business Day,
the average of the quotations for such day on such transactions received by BTM from three federal
funds brokers of recognized standing selected by it.



               “BTM Group Reference Bank” means BTM or such other bank as BTM shall designate with
the consent of Seller.



               “Business Day” means any day on which banks are not authorized or required to close in
New York, New York, Atlanta, Georgia, San Francisco, California or Chicago, Illinois and The
Depository Trust Company of New York is open for business, and, if the applicable Business Day
relates to any computation or payment to be made with respect to the LIBO Rate, any day on which
dealings in dollar deposits are carried on in the London interbank market.



               “Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of such
Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other
payments received by the Collateral Agent which in each case has been applied to reduce such
Capital in accordance with the terms and conditions of this Agreement; provided, that such
Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections
or other payments so received and applied if at any time the distribution of such Collections or
payments are rescinded, returned or refunded for any reason.



               “CGSF” means California Golden State Finance Company, a California corporation.



               “Change of Control” means, (i) with respect to McKesson, the acquisition by any
Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of
51% or more of the outstanding shares of voting stock of McKesson and (ii) with respect the Seller
or CGSF, McKesson’s failure to own, directly or indirectly, 100% of the issued and outstanding
capital stock of the applicable entity.



               “Collateral Agent” has the meaning set forth in the preamble to this Agreement.



               “Collection Account” means each concentration account, depositary account, lock-box
account or similar account in which any Collections are collected or deposited and which is listed
on Exhibit IV.



I-4









 





               “Collection Account Agreement ” means an agreement substantially in the form of
Exhibit VI ,or such other agreement in form and substance acceptable to the Collateral
Agent, among the Originator, Seller, the Collateral Agent and a Collection Bank.



               “Collection Bank ” means, at any time, any of the banks holding one or more Collection
Accounts.



               “Collection Notice” means a notice, in substantially the form of Annex A to
Exhibit VI, from the Collateral Agent to a Collection Bank.



               “Collection Period” means each calendar month.



               “Collections” means, with respect to any Receivable, all cash collections and other
cash proceeds in respect of such Receivable, including, without limitation, all yield, finance
charges or other related amounts accruing in respect thereof and all cash proceeds of Related
Security with respect to such Receivable.



               “Commercial Paper” means promissory notes of any Conduit Purchaser issued by such
Conduit Purchaser in the commercial paper market.



               “Commitment” means, for each Committed Purchaser, the commitment of such Committed
Purchaser to purchase its Pro Rata Share of Purchaser Interests from (i) Seller and
(ii) the Conduit Purchasers, such Pro Rata Share not to exceed, in the aggregate, the amount set
forth opposite such Committed Purchaser’s name on Schedule A to this Agreement, as such
amount may be modified in accordance with the terms hereof.



               “Committed Purchaser” has the meaning set forth in the preamble to this Agreement. As
of the Effective Date, the Committed Purchasers are Bank One, Wachovia, Scotia, Three Pillars, BTM
and Rabobank.



               “Concentration Limit” means, at any time, for any Obligor, the maximum amount of
Receivables owned by the Seller which may be owing from such Obligor, which at any time shall be
equal to such Obligor’s Standard Concentration Limit or Special Concentration Limit, as applicable
by definition to such Obligor; provided, that in the case of an Obligor and any Affiliate
of such Obligor, the Concentration Limit shall be calculated as if such Obligor and such Affiliate
are one Obligor.



               “Conduit Purchaser” has the meaning set forth in the preamble to this Agreement. As of
the Effective Date, the Conduit Purchasers are PREFCO, Falcon, Blue Ridge, Liberty Street, Three
Pillars, Gotham and Nieuw Amsterdam.



               “Contingent Obligation” of a Person means any agreement, undertaking or arrangement by
which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds
for the payment of, or otherwise becomes or is contingently liable upon, the obligation or
liability of any other Person, or agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay
contract or application for a letter of credit.



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               “Contract” means, with respect to any Receivable, any and all instruments, agreements,
invoices or other writings pursuant to which such Receivable arises or which evidences such
Receivable.



               “CP Rate” means, with respect to any Conduit Purchaser for any CP Tranche Period, the
rate equivalent to the rate (or if more than one rate, the weighted average of the rates) at which
Commercial Paper issued by such Conduit Purchaser having a term equal to such CP Tranche Period are
sold by plus any and all applicable issuing and paying agent fees and commissions of
placement agents and commercial paper dealers in respect of such Commercial Paper and other costs
associated with funding small or odd-lot amounts; provided, however, that if the
rate (or rates) as agreed between any such agent or dealer and the applicable Conduit Purchaser is
a discount rate (or rates), the “CP Rate” for such Conduit Purchaser for such CP Tranche Period
shall be the rate (or if more than one rate, the weighted average of the rates) resulting from the
relevant Managing Agent’s converting such discount rate (or rates) to an interest-bearing
equivalent rate per annum.



Notwithstanding the foregoing, with respect to Purchaser Interests funded through Pooled Commercial
Paper, the CP Rate for any CP Tranche Period means:





          (i) in the case of Liberty Street, the per annum rate equivalent to the weighted average cost
(as determined by its Managing Agent and which shall include commissions of placement agents and
dealers, incremental carrying costs incurred with respect to Pooled Commercial Paper maturing on
dates other than those on which corresponding funds are received by Liberty Street, other
borrowings by Liberty Street (other than under any commercial paper program support agreement) and
any other costs associated with the issuance of Pooled Commercial Paper) of or related to the
issuance of Pooled Commercial Paper that are allocated, in whole or in part, by Liberty Street or
its Managing Agent to fund or maintain its Purchaser Interests (and which may be also allocated in
part to the funding of other assets of Liberty Street) during such CP Tranche Period;
provided, however, that if any component of such rate is a discount rate, in
calculating the “CP Rate” for Liberty Street for such Purchaser Interest for such CP Tranche
Period, Liberty Street shall for such component use the rate resulting from converting such
discount rate to an interest-bearing equivalent rate per annum; and




          (ii) in the case of PREFCO and Falcon, for each day during the related CP Tranche Period, the
sum of (a) discount accrued on Pooled Commercial Paper of such Conduit Purchaser on such day, plus
(b) any and all accrued commissions in respect of placement agents and Commercial Paper dealers,
and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such
day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all
receivable purchase facilities which are funded by Pooled Commercial Paper of such Conduit
Purchaser for such day, minus (iv) any accrual of income net of expenses received on such day from
investment of collections received under all receivable purchase facilities funded substantially
with Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect
of Broken Funding Costs related to the prepayment of any receivables interest of such Conduit
Purchaser pursuant to the terms



I-6









 





of any receivable purchase facilities funded substantially with Pooled Commercial Paper,
as calculated by its Managing Agent on the tenth (10th) Business Day immediately preceding
each Settlement Date based on the aggregate amount of such costs for the applicable CP
Tranche Period and the number of days during which Capital was outstanding during such
period and notified to the Seller for each of PREFCO and Falcon, without the need to
express such CP Rate as a per annum rate. In addition to the foregoing costs, if Seller
shall request any Incremental Purchase during any period of time determined by Bank One,
in its capacity as the Managing Agent for PREFCO and Falcon in its sole discretion to
result in incrementally higher costs of Pooled Commercial Paper applicable to such
Incremental Purchase, the Capital of the Purchaser Interest associated with any such
Incremental Purchase shall, during such period, be deemed to be funded by PREFCO and/or
Falcon, as applicable, in a special pool (which may include capital associated with other
receivable purchase facilities) for purposes of determining the CP Rate applicable only to
such special pool and charged each day during such period against such Capital;




          (iii) in the case of Nieuw Amsterdam, the per annum rate equal to the weighted
average of the per annum rates paid or payable by Nieuw Amsterdam from time to time as
interest on Pooled Commercial Paper (by means of interest rate hedges or otherwise and
taking into consideration any incremental carrying costs associated with Pooled Commercial
Paper Notes issued by Nieuw Amsterdam maturing on dates other than those certain dates on
which it is to receive funds) in respect of Pooled Commercial Paper issued by it that is
allocated, in whole or in part, to fund or maintain its Purchaser Interests during any
applicable CP Tranche, which rates shall reflect and give effect to
(A) the commissions of placement agents and dealers in respect of such Pooled Commercial
Paper, to the extent such commissions are reasonably allocated, in whole or in part, to such Pooled
Commercial Paper and (B) other borrowings by Nieuw Amsterdam, including, without limitation,
borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial
paper market; provided, that if any component of such rate is a discount rate, in
calculating the “CP Rate”, there shall be used in lieu thereof the rate resulting from converting
such discount rate to an interest bearing equivalent rate per annum; and




          (iv) with respect to any other Conduit Purchaser which elects to fund Purchaser Interests
through Pooled Commercial Paper, such rate as may be mutually agreed upon in writing by the Seller,
such Conduit Purchaser and such Conduit Purchaser’s Managing Agent and notified in writing to the
other parties hereto.



               “CP Tranche Period” means a period of not less than one (1) nor more than
ninety
(90) days, commencing on a Business Day requested by the Seller and agreed to by the applicable
Managing Agent pursuant to Section 1.2; provided, however, that the CP Tranche
Period for any Purchaser Interest funded through Pooled Commercial Paper shall be (i) the date from
which such Purchaser Interest ceases to be allocated to a CP Tranche Period pursuant to Section
1.2 until the last Business Day of the Accrual Period in which such CP Tranche Period ended and
(ii) thereafter each Accrual Period.



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               “Credit and Collection Policy” means Seller’s credit and collection policies and
practices relating to Contracts and Receivables existing on the date hereof and summarized in
Exhibit VIII hereto, as modified from time to time in accordance with this Agreement.



               “Deemed Collections” means the aggregate of all amounts Seller shall have been deemed
to have received as a Collection of a Receivable. Seller shall be deemed to have received a
Collection in full of a Receivable if at any time (i) the Outstanding Balance of any such
Receivable is either (x) reduced as a result of any defective or rejected goods or services, any
discount or any adjustment or otherwise by Seller (other than cash Collections on account of the
Receivables) or (y) reduced or canceled as a result of a setoff in respect of any claim by any
Person (whether such claim arises out of the same or a related transaction or an unrelated
transaction) or (ii) any of the representations or warranties in Article IV are no longer
true with respect to such Receivable.



               “Defaulted Receivable ” means a Receivable: (i) as to which the Obligor thereof has
taken any action, or suffered any event to occur, of the type described in Section 8.1(d)
(as if references to Seller Party therein refer to such Obligor); (ii) which, consistent with the
Credit and Collection Policy, would be written off Seller’s books as uncollectible, (iii) which has
been identified by Seller as uncollectible in accordance with the Credit and Collection Policy or
(iv) as to which any payment, or part thereof, remains unpaid for ninety (90) days or more from the
original due date for such payment.



               “Default Fee” means with respect to any amount due and payable by Seller in respect of
any Aggregate Unpaids, an amount equal to the greater of (i) $1000 and (ii) interest on any such
unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Base Rate.



               “Default Proxy Ratio ” means, as of the last day of any Collection Period, a fraction
(calculated as a percentage) equal to (i) the aggregate gross debit Outstanding Balance of all
Receivables (without duplication) which remain unpaid for more than sixty (60) but less than
ninety-one (91) or more days from the original due date at any time during the Collection Period
then ending plus the aggregate Outstanding Balance of all Receivables (without duplication)
which, consistent with the Credit and Collection Policy, were or should have been written off the
Seller’s books as uncollectible and are less than ninety (90) days old during such period
plus the aggregate Outstanding Balance of all Receivables (without duplication) with
respect to which the related Obligors are subject to a proceeding of the type described in
Section 8.1(d) but which have not yet been written off the Seller’s books as uncollectible,
divided by (ii) the aggregate Outstanding Balance of all Receivables
generated during the Collection Period which ended three (3) Collection Periods prior to such
last day.



               “Delinquency Ratio” means, as of the last day of any Collection Period, a fraction
(calculated as a percentage) equal to (i) the aggregate Outstanding Balance of all Receivables that
were Delinquent Receivables at such time and as of the last day of the two (2) preceding Collection
Periods by (ii) the sum of the aggregate Outstanding Balance of all Receivables as of the last day
of each of such three (3) Collection Periods.



               “Delinquent Receivable ” means a Receivable as to which any payment, or part thereof,
remains unpaid for sixty (60) days or more from the original due date for such payment.



I-8









 





               “Designated Obligor” means an Obligor indicated by the Collateral Agent to Seller in
writing.



               “Dilution Horizon Ratio” means, as of any date as set forth in the most recent Monthly
Report, a ratio computed by dividing (i) the aggregate of all Receivables generated during the most
recently ended Collection Period by (ii) the aggregate Outstanding Balance of total Eligible
Receivables as at the last day of the most recently ended Collection Period.



               “Dilution Ratio ” means, for any Collection Period, the ratio (expressed as a
percentage) computed as of the last day of such Collection Period by dividing (i) an amount equal
to the aggregate reductions in the Outstanding Balance of any Receivable as a result of any
Dilutions during such Collection Period by (ii) the aggregate Outstanding Balance of all
Receivables generated during such Collection Period.



               “Dilution Reserve” means, on any date, an amount equal to (x) the greater of (i) 3%
and (ii) the Dilution Reserve Ratio then in effect times (y) the aggregate Outstanding Balance of
Eligible Receivables (net of Earned Discounts and quarterly volume rebates) as of the close of
business on the immediately preceding Business Day.



               “Dilution Reserve Ratio” means, as of any date, an amount calculated as follows:



               DRR = [(2.0 x ADR) + [(HDR-ADR) x (HDR/ADR)]] x DHR



               where:



	 	 	 
	 DRR =

	 	the Dilution Reserve Ratio;
	 
	 	 
	 ADR =

	 	the average of the Dilution Ratios for the past twelve
Collection Periods;
	 
	 	 
	 HDR =

	 	the highest average of the Dilution Ratios for any three
consecutive Collection Periods during the most recent
twelve months; and
	 
	 	 
	 DHR =

	 	the Dilution Horizon Ratio.






The Dilution Reserve Ratio shall be calculated monthly in each Monthly Report and such Dilution
Reserve Ratio shall, absent manifest error, be effective from the corresponding Monthly Settlement
Date until the next succeeding Monthly Settlement Date.




               “Dilutions” means, at any time, the aggregate amount of reductions or cancellations
described in clause (i) of the definition of “Deemed Collections”, other than (a) the
aggregate dollar
amount of all reductions in the aggregate Outstanding Balance of all Receivables resulting
from discounts earned by Obligors due to payments made by such Obligors on account of Receivables
within their payment terms and (b) volume rebates.



               “Disclosed Matters” means (i) those matters described in McKesson’s press release
dated April 28, 1999 (the “Press Release”), (ii) litigation which (A) is related to the matters
disclosed in the Press Release and (B) has been disclosed to the Collateral Agent, the



I-9









 





Managing
Agents and the Purchasers prior to the Effective Date, and (iii) other matters related to the
matters disclosed in the Press Release which have been publicly disclosed by McKesson in its
filings with the Securities and Exchange Commission prior to the Effective Date.




               “Discount and Servicing Fee Reserve” means, on any date, the sum of (i) one and
one-half of one percent (1.5%) times the lower of the Net Receivables Balance and the Purchase
Limit as of the close of business on the immediately preceding Business Day plus (ii) the
average outstanding amount of accrued and unpaid Yield and fees during the preceding Collection
Period, such component to be calculated in each Monthly Report which component shall, absent
manifest error, become effective from the corresponding Monthly Settlement Date until the next
succeeding Monthly Settlement Date. The Collateral Agent shall estimate the component of the
Discount and Servicing Fee Reserve described in clause (ii) above for the period from the
initial purchase hereunder until the first Monthly Settlement Date.



               “Discount Rate” means the CP Rate, the LIBO Rate or the Base Rate, as applicable, with
respect to each Purchaser Interest.



               “Dollars”, “$” or “U.S.$” means United States dollars.



               “Earned Discounts” means, as of any date of determination, the sum of (a) the
aggregate dollar amount of all rebate accruals resulting from volume discounts earned by Obligors
for reasons other than payments made by such Obligors on account of Receivables within their
payment terms and (b) an amount equal to the product of (i) 2.0% and (ii) the aggregate Outstanding
Balance of all Receivables (net of quarterly volume rebates).



               “Effective Date” means June 11, 2004.



               “Eligible Receivable” means, at any time, a Receivable:




          (i) the Obligor of which (a) if a corporation or other business organization, including any
sole proprietorship, is organized under the laws of the United States or any political subdivision
thereof and has its chief executive office in the United States; provided, however,
that nothing contained herein shall preclude any natural person from providing a personal guarantee
in favor of a corporation or other business organization, including any sole proprietorship, with
respect to any Receivable; (b) is not an Affiliate of any of the parties hereto; and (c) is not a
Designated Obligor,




          (ii) the Obligor of which is not an Obligor on Defaulted Receivables, the balance of which
exceeds twenty-five percent (25%) or more of such Obligor’s Receivables,




          (iii) which is not a Defaulted Receivable or a Delinquent Receivable,




          (iv) which (i) by its terms is due and payable within thirty (30) days of the original billing
date therefor and has not had its payment terms extended or (ii) is an Extended Term Receivable,



I-10









 






          (v) which is an “account” within the meaning of Section 9-105 of the UCC of all applicable
jurisdictions,




          (vi) which is denominated and payable only in United States dollars in the United States,




          (vii) which arises under a Contract in substantially the form of one of the form
contracts set forth on Exhibit IX hereto or otherwise approved by the Collateral
Agent in writing, which, together with such Receivable, is in full force and effect and
constitutes the legal, valid and binding obligation of the related Obligor enforceable
against such Obligor in accordance with its terms subject to no offset, rescission,
counterclaim or other defense,




          (viii) which arises under a Contract which (A) does not require the Obligor under such
Contract to consent to the transfer, sale or assignment of the rights and duties of Seller
under such Contract and (B) does not contain a confidentiality provision that purports to
restrict the ability of any Purchaser to exercise its rights under this Agreement.




          (ix) which arises under a Contract that contains an obligation to pay a specified sum of
money, contingent only upon the sale of goods or the provision of services by the Originator, which
goods shall have been sold and delivered and which services shall have been fully performed,




          (x) which, together with the Contract related thereto, does not contravene any law, rule or
regulation applicable thereto (including, without limitation, any law, rule and regulation relating
to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair
debt collection practices and privacy) and with respect to which no part of the Contract related
thereto is in violation of any such law, rule or regulation,




          (xi) which satisfies in all material respects all applicable requirements of the Credit and
Collection Policy,




          (xii) which was generated in the ordinary course of Originator’s business pursuant to
duly authorized Contracts,




          (xiii) which arises solely from the sale of goods or the provision of services, within
the meaning of Section 3(c)(5) of the Investment Company Act of 1940, to the related Obligor
by Originator, and not by any other Person (in whole or in part),




          (xiv) which has been validly transferred by (a) the Originator to CGSF under the Tier
One Receivables Sale Agreement and (b) by CGSF to the Seller under the Tier Two Receivables
Sale Agreement, and




          (xv) in which the Collateral Agent has a valid and perfected security interest.



               “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



I-11









 





               “Extended Term Receivable ” means a Receivable which by its terms is due and payable
more than thirty (30) but less than sixty-one (61) days after the original billing date therefor
and has not had its payment terms extended.



               “Extended Term Receivables Limit” means, at any time, with respect to all Extended
Term Receivables, an amount equal to 5% of the aggregate Outstanding Balance of all Eligible
Receivables (net of all Earned Discounts and quarterly volume rebates) at such time.



               “Facility Termination Date” means the earlier of June 11, 2007 and the Liquidity
Termination Date.



               “Falcon” means Falcon Asset Securitization Corporation, in its individual capacity,
and its successors.



               “Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per
annum equal for each day during such period equal to (a) the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S.
Government Securities; or (b) if such rate is not so published for any day which is a Business Day,
the average of the quotations at approximately 10:30 a.m. (Chicago time) for such day on such
transactions received by Wachovia from three federal funds brokers of recognized standing selected
by it.



               “Fee Letter” means that certain Fourth Amended and Restated Fee Letter dated as of the
Effective Date among the Seller, the Originator, the Managing Agents and the Collateral Agent, as
it may be amended, restated, supplemented or otherwise modified and in effect from time to time.



               “Finance Charges” means, with respect to a Contract, any finance, interest, late
payment charges or similar charges owing by an Obligor pursuant to such Contract.



               “Fitch” means Fitch, Inc. and any successor thereto.



               “Funding Agreement” means this Agreement and any agreement or instrument executed by
any Funding Source with or for the benefit of a Conduit Purchaser.



               “Funding Source” means (i) any Committed Purchaser or (ii) any insurance company, bank
or other funding entity providing liquidity, credit enhancement or back-up purchase support or
facilities to a Conduit Purchaser.



               “Gotham” means Gotham Funding Corporation, a Delaware corporation, in its individual
capacity and its successors.



               “Government Receivable” means a Receivable, the Obligor of which is a government or a
governmental subdivision or agency.



I-12









 





               “Government Receivables Limit” means, at any time, with respect to all Government
Receivables, an amount equal to 3% of the aggregate Outstanding Balance of all Eligible Receivables
(net of all Earned Discounts and quarterly volume rebates) at such time.



               “Incremental Purchase” means a purchase of one or more Purchaser Interests which
increases the total outstanding Capital hereunder.



               “Indebtedness” of a Person means such Person’s (i) obligations for borrowed money,
(ii) obligations representing the deferred purchase price of property or services (other than
accounts payable arising in the ordinary course of such Person’s business payable on terms
customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out
of the proceeds or production from property now or hereafter owned or acquired by such Person,
(iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) capitalized
lease obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii)
Contingent Obligations and (viii) liabilities in respect of unfunded vested benefits under plans
covered by Title IV of ERISA.



               “Independent Director” shall mean a member of the Board of Directors of the Seller who
(i) is in fact independent, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or any Affiliate of the Seller and (iii) is not connected
as an officer, employee, promoter, underwriter, trustee, partner, director of person performing
similar functions within the Seller, any Affiliate of the Seller or any Person with a material
direct or indirect financial interest in the Seller.



               “Joinder Agreement” has the meaning set forth in Section 11.3.



               “Liberty Street” means Liberty Street Funding Corp., in its individual capacity, and
its successors.



               “LIBO Business Day” means a day of the year on which dealings in U.S. Dollar deposits
are carried on the London interbank market.



               “LIBO Rate” means:



               (a) with respect to PREFCO and its Committed Purchasers and Falcon and its Committed
Purchasers, the rate per annum equal to the sum of (i) (x) the rate at which deposits in U.S.
Dollars are offered by the Bank One Group Reference Bank to first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day
of the relevant Tranche Period, such deposits being in the approximate amount of the Capital of the
Purchaser Interest to be funded or maintained, divided by (y) one minus the maximum
aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which
is imposed against the Bank One Group Reference Bank in respect of Eurocurrency liabilities, as
defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from
time to time (expressed as a decimal), applicable to such Tranche Period plus (ii) the
Applicable Margin, rounded, if necessary, to the next higher 1/16 of 1%;



I-13









 





               (b) with respect to Blue Ridge and its Committed Purchasers, the rate per annum equal to the
sum of (i) (x) the rate per annum determined on the basis of the offered rate for deposits in U.S.
Dollars of amounts equal or comparable to the approximate amount of the Capital of the Purchaser
Interest to be funded or maintained offered for a term comparable to the relevant Tranche Period,
which rates appear on a Bloomberg L.P. terminal, displayed under the address “US0001M <Index>
Q <Go>,” effective as of 11:00 a.m. (London time) two (2) LIBO Business Days prior to the
first day of the relevant Tranche Period, provided, that if no such offered rates appear on
such page, the rate for such Tranche Period will be the arithmetic average (rounded upwards, if
necessary, to the next higher 1/100th of 1% of rates quoted by not less than two major banks in New
York City, selected by the Managing Agents, at approximately 10:00
a.m. (New York City time), two LIBO Business Days prior to the first day of such Tranche Period,
for deposits in U.S. Dollars offered by leading European banks for a period comparable to such
Tranche Period in an amount equal or comparable to the approximate amount of the Capital of the
Purchaser Interest to be funded or maintained, divided by (y) one minus the maximum
reserve percentage, if any, applicable to Wachovia under Regulation D during such Tranche Period
(or if more than one percentage shall be applicable, the daily average of such percentages for
those days in such Tranche Period during which any such percentage shall be applicable) for
determining Wachovia’s reserve requirement (including any marginal, supplemental or emergency
reserves) with respect to liabilities or assets having a term comparable to such Tranche Period
consisting or included in the computation of “Eurocurrency Liabilities” pursuant to Regulation D,
plus (ii) the Applicable Margin. Without limiting the effect of the foregoing clause
(b), the maximum reserve percentage calculated pursuant to
clause (b)(i)(y) above shall reflect any other reserves required to be maintained by
Wachovia by reason of any regulatory change against (a) any category of liabilities which included
deposits by reference to which the “London Interbank Offered Rate” is to be determined or (b) any
category of extensions of credit or other assets which include London Interbank Offered Rate-based
credits or assets;



               (c) with respect to Liberty Street and its Committed Purchasers, the rate per annum equal to
the sum of (i) (x) the rate at which deposits in U.S. Dollars are offered by the Scotia Group
Reference Bank to first-class banks in the London interbank market at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of the relevant Tranche Period, such
deposits being in the approximate amount of the Capital of the Purchaser Interest to be funded or
maintained, divided by (y) one minus the maximum aggregate reserve requirement
(including all basic, supplemental, marginal or other reserves) which is imposed against the Scotia
Group Reference Bank in respect of Eurocurrency liabilities, as defined in Regulation D of the
Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a
decimal), applicable to such Tranche Period plus (ii) the Applicable Margin, rounded, if
necessary, to the next higher 1/16 of 1%;



               (d) with respect to Three Pillars and its Committed Purchasers, for any Tranche Period, the
rate per annum equal to the sum of (i) the rate per annum two Business Days prior to the first day
of such Tranche Period shown on page 3750 of Telerate or any successor page as the composite
offered rate for London interbank deposits for one month, as shown under the heading “USD” as of
11:00 a.m. (London time); provided, that in the event no such rate is shown, the “LIBO
Rate” shall be the rate per annum (rounded upwards, if necessary, to the nearest
1/16th  of one percent) based on the rates at which Dollar deposits for one
month are



I-14









 





displayed on page “LIBOR” of the Reuters Screen as of 11:00 a.m. (London time) two Business
Days prior to the first day of such Tranche Period (it being understood that if at least two (2)
such rates appear on such page, the rate will be the arithmetic mean of such displayed rates);
provided, further, that in the event fewer than two (2) such rates are displayed,
or if no such rate is relevant, the “LIBO Rate” shall be the rate per annum equal to the average of
the rates at which deposits in Dollars for one month are offered by SunTrust at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Tranche Period in the London
interbank market plus (ii) the Applicable Margin;




               (e) with respect to Gotham and its Committed Purchasers, for any Tranche Period, the sum of
(i) either (x) the interest rate per annum designated as The Bank of Tokyo-Mitsubishi LIBO Rate for
a period of time comparable to such Tranche Period that appears on the Reuters Screen LIBO Page as
of 11:00 a.m. (London, England time) on the second Business Day preceding the first day of such
Tranche Period or (y) if such rate cannot be determined under clause (x), an annual rate equal to
the average (rounded upwards if necessary to the nearest 1/100 th  of 1%) of the
rates per annum at which deposits in U.S. Dollars with a duration equal to such Tranche Period in a
principal amount substantially equal to the applicable amount of the Capital to be funded or
maintained are offered to the principal London office of the BTM Group Reference Bank by three
London banks, selected by the related Managing Agent in good faith at about 11:00 a.m. (London,
England time) on the second Business Day preceding the first day of such Tranche Period
plus (ii) the Applicable Margin; and



               (f) with respect to Nieuw Amsterdam and its Committed Purchasers, for any Tranche Period, the
sum of (i) (x) the rate of interest mentioned at the display of the London Interbank Offered Rates
of major banks for Eurodollar Deposits designated as page “LIBO” on the Reuters Monitor Money Rates
Services (or such other page as may replace the LIBO page for the purpose of displaying such London
Interbank Offered Rates for Eurodollar Deposits) at or about 11:00 a.m. (London time) two Business
Days prior to the first day of such Tranche Period for deposits in Dollars in an amount comparable
to the amount of the applicable Tranche and for a period comparable in duration to such Tranche
Period divided by (y) one minus the maximum aggregate reserve requirement (including all
basic, supplemental, marginal or other reserves) which is imposed against the Rabobank Group
Reference Bank in respect of Eurocurrency Liabilities, as defined in Regulation D of the Board of
Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal),
applicable to such Tranche Period plus (ii) the Applicable Margin.



               “Liquidity Agreement” means an agreement entered into by a Conduit Purchaser with one
or more financial institutions in connection herewith for the purpose of providing liquidity with
respect to the Capital funded by such Conduit Purchaser under this Agreement.



               “Liquidity Termination Date” means June 9, 2005, unless such date is extended with the
consent of the parties hereto.



               “Lock-Box” means a locked postal box maintained by McKesson, in its capacity as
Servicer with respect to which a bank who has executed a Collection Account Agreement has been
granted exclusive access for the purpose of retrieving and processing payments made on the
Receivables and which is listed on Exhibit IV.



I-15









 





               “Loss Horizon Ratio” means, for any Collection Period, a fraction (calculated as a
percentage) computed by dividing (i) the aggregate Outstanding Balance of all Receivables generated
during the three (3) most recently ended Collection Periods by (ii) the aggregate Outstanding
Balance of total Eligible Receivables as at the last day of the most recently ended Collection
Period.



               “Loss Reserve” means, on any date, an amount equal to (x) the greater of (i) 21.5% and
(ii) the Loss Reserve Ratio then in effect times (y) the aggregate Outstanding Balance of Eligible
Receivables (net of Earned Discounts and quarterly volume rebates) as of the close of business on
the immediately preceding Business Day.



               “Loss-to-Balance Ratio” means, as of the last day of any Collection Period, a
percentage equal to (i) the aggregate amount of Receivables which were Defaulted Receivables as of
the last day of such Collection Period and as of the last day of the two (2) preceding Collection
Periods plus, without duplication, the dollar amount of Receivables less than ninety
(90) days past due which were written off as uncollectible during such three Collection Periods,
divided by (ii) the sum of the aggregate Outstanding Balance of all Receivables as of the
last day of such three (3) Collection Periods.



               “Loss Reserve Ratio” means, as of any date, an amount calculated as follows:



	 	 	 
	LRR =

	 	2.0 x DPR x LHR
	 
	 	 
	where
	 	 
	 
	 	 
	LRR =

	 	the Loss Reserve Ratio;
	 
	 	 
	DPR =

	 	the highest average of the Default Proxy Ratios for any
three consecutive Collection Periods during the most recent
twelve months; and
	 
	 	 
	LHR =

	 	the Loss Horizon Ratio.






The Loss Reserve Ratio shall be calculated monthly in each Monthly Report and such Loss Reserve
Ratio shall, absent manifest error, be effective from the corresponding Monthly Settlement Date
until the next succeeding Monthly Settlement Date.




               “Managing Agent” has the meaning set forth in the preamble to this Agreement. As of
the Effective Date, the Managing Agents are Bank One, Wachovia, Scotia, STCM, BTM and Rabobank.



               “Material Adverse Effect” means a material adverse effect on (i) the financial
condition or operations of any Seller Party and its Material Subsidiaries (except as otherwise
disclosed to or discussed with the Managing Agents prior to the date hereof), (ii) the ability of
any Seller Party to perform its obligations under this Agreement, (iii) the legality, validity or
enforceability of this Agreement or any other Transaction Document, (iv) any Purchaser’s interest
in the Receivables generally or in any significant portion of the Receivables, the Related Security
or the Collections with respect thereto, or (v) the collectibility of the Receivables




I-16










 






generally or
of any material portion of the Receivables; provided, that the insolvency of, or any other
event with respect to, any Obligor or Obligors which results in the Eligible Receivables from such
Obligor or Obligors ceasing to be Eligible Receivables shall not be deemed to have a “Material
Adverse Effect” so long as (x) immediately after giving effect to such insolvency or event, as
applicable, the Net Receivables Balance less the Aggregate Reserves equals or exceeds the Aggregate
Capital, and (y) such insolvency or event, as applicable, does not materially adversely affect the
ability of the initial Servicer to perform its obligations and duties under this Agreement.



               “Material Subsidiary” means, at any time, any Subsidiary of McKesson having at such
time ten percent (10%) or more of McKesson’s consolidated total (gross) revenues for the preceding
four fiscal quarter period, as of the last day of the preceding fiscal quarter based upon
McKesson’s most recent annual or quarterly financial statements delivered to the Collateral Agent
and the Managing Agents under Section 6.1(a).



               “McKesson” has the meaning set forth in the preamble to this Agreement.



               “Monthly Report” means a report, in substantially the form of Exhibit X hereto
(appropriately completed), furnished by the Servicer to the Managing Agents pursuant to Section
7.5.



               “Monthly Settlement Date” means the twentieth (20th) day of each month, or, if such
date is not a Business Day, the next succeeding Business Day.



               “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



               “Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all
Eligible Receivables at such time (net of all Earned Discounts and quarterly volume rebates then in
effect) reduced by (i) the aggregate amount by which the Outstanding Balance of all Eligible
Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor,
(ii) the aggregate amount by which the Outstanding Balance of all Government Receivables exceeds
the Government Receivables Limit, (iii) the aggregate amount by which the Outstanding Balance of
all Extended Term Receivables exceeds the Extended Term Receivables Limit and (iv) the excess of
(A) the Outstanding Balance of all Eligible Receivables with respect to which Eckerd Drug Co. or
The Jean Coutu Group (PJC) USA Inc. (d/b/a Brooks Pharmacy) is the Obligor over (B) an amount equal
to 7.83% of the aggregate Outstanding Balance of all Eligible Receivables (net of all Earned
Discounts and quarterly volume rebates).



               “Net Worth” means the sum of a capital stock and additional paid in capital plus
retained earnings (or minus accumulated deficits) of the Originator and its
Subsidiaries determined on a consolidated basis in conformity with generally accepted accounting
principles on such date.



               “Nieuw Amsterdam” means Nieuw Amsterdam Receivables Corporation, a Delaware
corporation, in its individual capacity and its successors.



               “Obligations ” shall have the meaning set forth in Section 2.1.




I-17









 





               “Obligor” means a Person obligated to make payments pursuant to a Contract.



               “Originator” means McKesson, in its capacity as Seller under the Tier One Receivables
Sale Agreement.



               “Outstanding Balance” of any Receivable at any time means the then outstanding
principal balance thereof.



               “Person” means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.



               “Pooled Commercial Paper” means Commercial Paper notes of a Conduit Purchaser subject
to any particular pooling arrangement by such Conduit Purchaser but excluding Commercial Paper
issued by a Conduit Purchaser for a tenor and in an amount specifically requested by any Person in
connection with any agreement effected by such Conduit Purchaser; provided,
however, that if and to the extent that the Seller requests a Conduit Purchaser to issue
Commercial Paper notes with particular tranche periods and the related Managing Agent agrees to
such request, such Commercial Paper notes shall not constitute Pooled Commercial Paper



               “Potential Amortization Event” means an event which, with the passage of time or the
giving of notice, or both, would constitute an Amortization Event.



               “PREFCO” has the meaning set forth in the preamble to this Agreement.



               “Prime Rate” means the rate of interest per annum publicly announced from time to time
by Wachovia as its “prime rate.” (The “prime rate” is a rate set by Wachovia based upon various
factors including Wachovia’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be priced at, above or
below such announced rate.) Any change in the prime rate announced by Wachovia shall take effect at
the opening of business on the day specified in the public announcement of such change.



               “Proposed Reduction Date” has the meaning set forth in Section 1.3.



               “Pro Rata Share” means, for each Purchaser, as applicable, a fraction (expressed as a
percentage), the numerator of which is the Capital associated with such Purchaser and the
denominator of which is the Aggregate Capital.



               “Purchase Limit” means $1,400,000,000.



               “Purchase Notice” has the meaning set forth in Section 1.2.



               “Purchase Price” means, with respect to any Incremental Purchase of a Purchaser
Interest, the amount paid to Seller for such Purchaser Interest which shall not exceed the
least of (i) the amount requested by Seller in the applicable Purchase Notice, (ii) the unused portion of
the Purchase Limit on the applicable purchase date and (iii) the excess, if any, of the Net



I-18









 





Receivables Balance (less the Aggregate Reserves) on the applicable purchase date over the
aggregate outstanding amount of Capital determined as of the date of the most recent Monthly
Report, taking into account such proposed Incremental Purchase.



               “Purchaser” means any Conduit Purchaser or Committed Purchaser, as applicable.



               “Purchaser Group” means a group consisting of one or more Conduit Purchasers, the
related Committed Purchasers and the related Managing Agent. As of the date hereof, the Purchaser
Groups are (i) the Bank One Purchaser Group, consisting of PREFCO and Falcon, as Conduit Purchasers
and Bank One, as Committed Purchaser and Managing Agent, (ii) the Wachovia Purchaser Group,
consisting of Blue Ridge, as a Conduit Purchaser and Wachovia, as Committed Purchaser and Managing
Agent, (iii) the Scotia Purchaser Group, consisting of Liberty Street, as Conduit Purchaser and
Scotia, as Committed Purchaser and Managing Agent, (iv) the SunTrust Purchaser Group, consisting of Three Pillars, as Conduit Purchaser and Committed
Purchaser and STCM, as Managing Agent, (v) the BTM Purchaser Group, consisting of Gotham, as
Conduit Purchaser and BTM, as Committed Purchaser and as Managing Agent and (vi) the Rabobank
Purchaser Group, consisting of Nieuw Amsterdam, as Conduit Purchaser and Rabobank, as Committed
Purchaser and Managing Agent.



               “Purchaser Group Limit” means, for any Purchaser Group at any time, the aggregate
amount of the Commitments of the Committed Purchasers in such Purchaser Group at such time.



               “Purchaser Interest” means, at any time, an undivided percentage ownership interest
(computed as set forth below) associated with a designated amount of Capital, Discount Rate and
Tranche Period selected pursuant to the terms and conditions hereof in (i) each and every
Receivable, (ii) all Related Security with respect to the Receivables, and (iii) all Collections
with respect to, and other proceeds of the Receivables. Each such undivided percentage interest
shall equal:



	 	 	 	 	 	 	 
	

	 	 	 	          C       
	 	 
	

	 	 	 	NRB - AR	 	 
	where:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	C

	 	=
	 	the Capital associated with such Purchaser Interest	 	 
	 
	 	 	 	 	 	 
	AR

	 	=
	 	Aggregate Reserves	 	 
	 
	 	 	 	 	 	 
	NRB

	 	=
	 	the Net Receivables Balance.	 	 






Such undivided percentage ownership interest shall be initially computed on its date of purchase.
Thereafter, until its Amortization Date, each Purchaser Interest shall be automatically recomputed
(or deemed to be recomputed) on each day prior to its Amortization Date. The variable percentage
represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the
business day immediately preceding its Amortization Date shall remain constant at all times after
such Amortization Date.



I-19









 








               “Rabobank” means Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank
International”, New York Branch, in its individual capacity and its successors.



               “Rabobank Federal Funds Rate” means, for any period, a fluctuating interest rate per
annum equal for each day during such period equal to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by federal funds
brokers, as published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such transactions
received by Rabobank from three federal funds brokers of recognized standing selected by it.



               “Rabobank Group Reference Bank” means Rabobank or such other bank as Rabobank shall
designate with the consent of the Seller.



               “Rating Agency” means each of S&P and Moody’s.



               “Receivable ” means any indebtedness or obligations owed to Seller by an Obligor
(without giving effect to any transfer or conveyance hereunder) or in which the Seller has a
security interest or other interest, whether constituting an account, chattel paper, instrument or
general intangible, arising in connection with the sale of pharmaceutical and other products and
related services by the Originator to retail, chain and hospital pharmacies or drugstores and other
healthcare facilities, and any other entities engaged in the sale or provision of pharmaceutical
products and other products and related services, including, without limitation, the obligation to
pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising
from any one transaction, including, without limitation, indebtedness and other rights and
obligations represented by an individual invoice, shall constitute a Receivable separate from a
Receivable consisting of the indebtedness and other rights and obligations arising from any other
transaction.



               “Receivables Dilution Ratio” means, as of the last day of any Collection Period, a
percentage equal to (i) the aggregate amount of Dilutions plus any Earned Discounts or
quarterly volume rebates) during such Collection Period and the two (2) preceding Collection
Periods, divided by (ii) the sum of the aggregate Outstanding Balance of all Receivables as
of the last day of each of such three (3) Collection Periods.



               “Receivables Sale Agreement” means (1) the Tier One Receivables Sale Agreement, or (2)
the Tier Two Receivables Sale Agreement, as applicable.



               “Records” means, with respect to any Receivable, all Contracts and other documents,
books, records and other information (including, without limitation, computer programs, tapes,
disks, punch cards, data processing software and related property and rights) relating to such
Receivable, any Related Security therefor and the related Obligor.



               “Reduction Notice” has the meaning set forth in Section 1.3.



               “Reinvestment ” has the meaning set forth in Section 2.2.




I-20









 





               “Related Security” means, with respect to any Receivable:




          (i) all of Seller’s interest in the inventory and goods (including returned or repossessed
inventory or goods), if any, the sale of which by Originator gave rise to such Receivable, and all
insurance contracts with respect thereto,




          (ii) all other security interests or liens and property subject thereto from time to time, if
any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to
such Receivable or otherwise, together with all financing statements and security agreements
describing any collateral securing such Receivable,




          (iii) all guaranties, insurance and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Receivable whether
pursuant to the Contract related to such Receivable or otherwise,




          (iv) all service contracts and other contracts and agreements associated with such Receivable,





          (v) all Records related to such Receivable,




          (vi) all of Seller’s right, title and interest in, to and under the Receivables Sale
Agreements in respect of such Receivable, and




          (vii) all proceeds of any of the foregoing.



               “Required Capital Amount” means, as of any date of determination, an amount equal to
the Net Receivables Balance multiplied by 3%.



               “Required Committed Purchasers” means, at any time, Committed Purchasers with
Commitments in excess of 66-2/3% of the Purchase Limit.



               “Required Notice Period” means the number of days required notice set forth below
applicable to the Aggregate Reduction indicated below:



	 	 	 
	Aggregate Reduction	 	Required Notice Period
	<$100,000,000
	 	two Business Days
	$100,000,000 to $250,000,000
	 	five Business Days
	>$250,000,000
	 	ten Business Days






provided, that the Required Notice Period shall be one Business Day if the Seller is
curing a default of the type described in Section 8.1(e) or a breach of the negative
covenant set forth in Section 7.2(e).



               “Revolving Credit Agreement” means that certain Credit Agreement, dated as of
September 30, 2002 among McKesson, Bank of America, N.A., as administrative agent, JPMorgan Chase
Bank, as syndication agent, Wachovia, as documentation agent, Bank One, as documentation agent, the
other “Lenders” party thereto and Banc of America Securities LLC, as



I-21









 





sole lead arranger and sole
book manager (as amended, restated, supplemented or otherwise modified from time to time) providing
a 364-day revolving credit facility in favor of McKesson.



               “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and any successor thereto.



               “Scotia ” means The Bank of Nova Scotia, in its individual capacity, and its
successors.



               “Scotia Group Reference Bank ” means Scotia or such other bank as Scotia shall
designate with the consent of Seller.



               “Seller” has the meaning set forth in the preamble to this Agreement.



               “Seller Interest” means, at any time, an undivided percentage ownership interest of
Seller in the Receivables, Related Security and all Collections with respect thereto equal to (i)
one, minus (ii) the aggregate of the Purchaser Interests.



               “Seller Parties” has the meaning set forth in the preamble to this Agreement.



               “Servicer” means at any time the Person (which may be the Collateral Agent) then
authorized pursuant to Article VIII to service, administer and collect Receivables.



               “Servicing Fee” has the meaning set forth in Section 7.6 of this Agreement.



               “Settlement Date” means (A) the Monthly Settlement Date and (B) the last day of the
relevant Tranche Period in respect of each Purchaser Interest.



               “Settlement Period” means (A) in respect of each Purchaser Interest of the Conduits,
the immediately preceding Accrual Period, and (B) in respect of each Purchaser Interest of the
Committed Purchasers, the entire Tranche Period of such Purchaser Interest.



               “Special Concentration Limit” means, at any time, with respect to any Special Obligor
(together with its Affiliates or subsidiaries), the lesser of (i) the applicable percentage set
forth below multiplied by the aggregate Outstanding Balance of Eligible Receivables (net of all
Earned Discounts and quarterly volume rebates) at such time and (ii) the maximum dollar amounts set
forth below, in each case corresponding to the Moody’s and S&P short-term debt ratings for such
Special Obligor at such time or such percentage as may be otherwise set forth below with respect to
such Special Obligor:



     Special Obligors with ratings at or above:



	 	 	 	 	 	 	 	 	 
	S&P Rating	 	 	 	Moody’s Rating	 	Percentage	 	Maximum Dollar Amount
	A-1+
	 	and	 	P-1	 	11%	 	$350,000,000
	A-1
	 	and	 	P-1	 	8%	 	$250,000,000
	A-2
	 	and	 	P-2	 	6%	 	$200,000,000
	lower
than A-2 or unrated
	 	and	 	lower than P-2 or unrated	 	3%	 	$175,000,000






I-22









 






provided, that notwithstanding the foregoing grid:




          (a) the Special Concentration Limit for Rite Aid Corporation shall be the lesser of (i) 4%
multiplied by the aggregate Outstanding Balance of Eligible Receivables (net of all Earned
Discounts and quarterly volume rebates) at such time and (ii) $175,000,000;




          (b) the Special Concentration Limit for Eckerd Drug Co. shall be the lesser of
(i) 6.67% multiplied by the aggregate Outstanding Balance of Eligible Receivables (net
of all Earned Discounts and quarterly volume rebates) at such time and (ii) $200,000,000;




          (c) the Special Concentration Limit for Caremark Rx, Inc. shall be the lesser of (i) 6.67%
multiplied by the aggregate Outstanding Balance of Eligible Receivables (net of all Earned
Discounts and quarterly volume rebates) at such time and (ii) $200,000,000; and




          (d) for so long as the short-term debt rating of Albertson’s, Inc. from Moody’s is “P-2” or
higher and “A-2” or higher from S&P, the Special Concentration Limit for Albertson’s, Inc. shall be
the lesser of (i) 13% multiplied by the aggregate Outstanding Balance of Eligible
Receivables (net of all Earned Discounts and quarterly volume rebates) at such time and (ii)
$400,000,000, it being understood that if, at any time, (x) the short-term debt rating of
Albertson’s, Inc. from S&P is below “A-2” or “P-2” from Moody’s or (y) the short-term debt of
Albertson’s, Inc. is unrated by either S&P or Moody’s, the Standard Concentration Limit shall apply
to such Obligor;




          (e) the Special Concentration Limit for The Jean Coutu Group (PJC) USA Inc. (d/b/a Brooks
Pharmacy) shall be the lesser of (i) 6.67% multiplied by the aggregate Outstanding Balance
of Eligible Receivables (net of all Earned Discounts and quarterly volume rebates) at such time and (ii)
$200,000,000;



provided, further, that any Managing Agent or the Required Committed Purchasers
may, upon not less than fifteen (15) Business Days’ notice to Seller, cancel or reduce any Special
Concentration Limit.



               “Special Obligor” means Rite Aid Corporation, Albertson’s, Inc., Wal-Mart Stores,
Inc., Caremark Rx, Inc., Eckerd Drug Co., Target Corporation, Walgreen Stores RX/OTC, Safeway,
Inc., The Jean Coutu Group (PJC) USA Inc. (d/b/a Brooks Pharmacy) and such other Special Obligors
as may be designated by the Managing Agents from time to time.



               “Standard Concentration Limit” means, at any time, with respect to any Obligor other
than a Special Obligor, 3% times the aggregate Outstanding Balance of Eligible Receivables (net of
all Earned Discounts and quarterly volume rebates) at such time.



               “STCM” means SunTrust Capital Markets, Inc., a Tennessee corporation, in its
individual capacity and its successors.



               “Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or



I-23









 





controlled, directly
or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries, or (ii) any partnership, association, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting power of which shall
at the time be so owned or controlled. Unless otherwise expressly provided, all references herein
to a “Subsidiary” shall mean a Subsidiary of Seller.



               “SunTrust” means SunTrust Bank, a Georgia banking corporation, in its individual
capacity and its successors.



               “SunTrust Federal Funds Rate” means, for any period, a fluctuating interest rate per
annum equal for each day during such period equal to (a) the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S.
Government Securities; or (b) if such rate is not so published for any day which is a Business Day,
the average of the quotations for such day on such transactions received by SunTrust from three
federal funds brokers of recognized standing selected by it.



               “Terminating Committed Purchaser” has the meaning set forth in Section 11.5.



               “Terminating Tranche ” has the meaning set forth in Section 4.3(b).



               “Termination Date” has the meaning set forth in Section 11.5.



               “Termination Percentage ” means, with respect to any Terminating Committed Purchaser,
a percentage equal to (i) the Capital of such Terminating Committed Purchaser outstanding on its
respective Termination Date, divided by (ii) the Aggregate Capital outstanding on such
Termination Date.



               “Three Pillars” means Three Pillars Funding LLC, a Delaware limited liability
company, in its individual capacity and its successors.



               “Tier One Receivables Sale Agreement” means that certain Receivables Sale Agreement,
dated as of the date hereof, between the Originator and CGSF, (as amended, restated, supplemented
or otherwise modified and in effect from time to time).



               “Tier Two Receivables Sale Agreement” means that certain Receivables Sale Agreement,
dated as of the date hereof, between CGSF and the Seller, (as amended, restated, supplemented or
otherwise modified and in effect from time to time).



               “Total Capitalization” means, on any date, the sum of (a) Total Debt and (b) the Net
Worth on such date.



               “Total Debt” means, on any date, all “Indebtedness” (as such term is defined in the
Revolving Credit Agreement) of the Originator and its Subsidiaries determined on a consolidated
basis.



               “Tranche Period” means, with respect to any Purchaser Interest:



I-24









 






          (a) if Yield for such Purchaser Interest is calculated with respect to the CP Rate, the
relevant CP Tranche Period;




          (b) if Yield for such Purchaser Interest is calculated on the basis of the LIBO Rate, a period
of one, two, three or six months, or such other period as may be mutually agreeable to the
applicable Managing Agent and Seller, commencing on a Business Day selected by Seller or such
Managing Agent pursuant to this Agreement. Such Tranche Period shall end on the day in the
applicable succeeding calendar month which corresponds numerically to the beginning day of such
Tranche Period, provided, however, that if there is no such numerically corresponding day in such
succeeding month, such Tranche Period shall end on the last Business Day of such succeeding month;
or




          (c) if Yield for such Purchaser Interest is calculated on the basis of the Base Rate, a period
commencing on a Business Day selected by Seller and agreed to by the applicable Managing Agent,
provided no such period shall exceed one month.



If any Tranche Period would end on a day which is not a Business Day, such Tranche Period shall end
on the next succeeding Business Day, provided, however, that in the case of Tranche Periods
corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such
Tranche Period shall end on the immediately preceding Business Day. In the case of any Tranche
Period for any Purchaser Interest of which commences before the Amortization Date and would
otherwise end on a date occurring after the Amortization Date, such Tranche Period shall end on the
Amortization Date. The duration of each Tranche Period which commences after the Amortization Date
shall be of such duration as selected by the applicable Managing Agent. In no event shall any
Tranche Period extend beyond the Facility Termination Date.



               “Transaction Documents” means, collectively, this Agreement, each Purchase Notice, the
Receivables Sale Agreements, each Collection Account Agreement, the Fee Letter, each Liquidity
Agreement and all other instruments, documents and agreements executed and delivered in connection
herewith.



               “UCC” means the Uniform Commercial Code as from time to time in effect in the
specified jurisdiction.



               “Wachovia” means Wachovia Bank, N.A., in its individual capacity, and its successors.



               “Yield” means for each respective Tranche Period relating to Purchaser Interests, an
amount equal to the product of the applicable Discount Rate for each Purchaser Interest
multiplied by the Capital of such Purchaser Interest for each day elapsed during such
Tranche Period, annualized on a 360 day basis.



               All accounting terms not specifically defined herein shall be construed in accordance with
generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of
New York or California, as applicable, and not specifically defined herein, are used herein as
defined in such Article 9.



I-25









 





EXHIBIT II




FORM OF PURCHASE NOTICE




[Date]




	 	 	 
	Bank One, NA,

	 	SunTrust Capital Markets, Inc.,
	as Managing Agent

	 	as Managing Agent
	Suite 0079, 1-21

	 	303 Peachtree Street, NE
	1 Bank One Plaza

	 	24th Floor, MC 3950
	Chicago, Illinois 60670

	 	Atlanta, Georgia 30308
	Attention: Asset Backed Finance

	 	Attention: Securitization Asset Management
	

	 	          Group
	Wachovia Bank, N.A.,

	 	The Bank of Tokyo-Mitsubishi, Ltd.,
	as Managing Agent

	 	as Managing Agent
	191 Peachtree Street, NE-GA-423

	 	1251 Avenue of the Americas
	Atlanta, Georgia 30303

	 	New York, New York 10020
	Attention: Elizabeth Wagner

	 	Attention: Securitization Group
	 
	 	 
	The Bank of Nova Scotia,

	 	Cooperatieve Centrale Raiffeisen-
	as Managing Agent

	 	Boerenleenbank B.A., “Rabobank
	One Liberty Plaza

	 	International”, New York Branch, as Managing
	New York, New York 10006

	 	Agent
	Attention: Michael Eden 
	 	245 Park Avenue
	

	 	New York, New York 10167
	

	 	Attention: Neetu Mohan






Re: Purchase Notice 




Ladies and Gentlemen:




               The undersigned refers to the Amended and Restated Receivables Purchase Agreement, dated as of
June 11, 2004 (the “Receivables Purchase Agreement,” the terms defined therein being used
herein as therein defined), among the undersigned, as Seller and McKesson Corporation, as initial
Servicer, the “Conduit Purchasers” from time to time party thereto, the “Committed Purchasers” from
time to time party thereto, the “Managing Agents” from time to time parties thereto and Bank One,
NA (Main Office Chicago), as Collateral Agent for the Purchasers, and hereby gives you notice,
irrevocably, pursuant to Section 1.2 of the Receivables Purchase Agreement, that the undersigned
hereby requests an Incremental Purchase under the Receivables Purchase Agreement, and in that
connection sets forth below the information relating to such Incremental Purchase (the “Proposed
Purchase”) as required by Section 1.2 of the Receivables Purchase Agreement:



               (i) The Business Day of the Proposed Purchase is [insert purchase date], which date is at
least two (2) Business Days after the date hereof.



II-1









 





               (ii) The requested Purchase Price in respect of the Proposed Purchase is
$___.



               (iii) If the Proposed Purchase to be funded by the Committed Purchasers,
the requested Discount Rate is ___ and the requested Tranche Period is ___.



               (iv) The requested maturity date for the Tranche Period is ___.



               The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Purchase (before and after giving effect to the
Proposed Purchase):



               (i) the
representations and warranties of the undersigned set forth in Section 5.1 of the Receivables Purchase Agreement are true and correct on and as of the date of such
Proposed Purchase as though made on and as of such date;



               (ii) no event has occurred and is continuing, or would result from such Proposed Purchase,
that will constitute an Amortization Event or a Potential Amortization Event; and



               (iii) the Facility Termination Date shall not have occurred, the aggregate Capital of all
Purchaser Interests shall not exceed the Purchase Limit and the aggregate Receivable Interests
shall not exceed 100%.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	CGSF FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






II-2









 






EXHIBIT II-A




FORM OF REDUCTION NOTICE




[Date]




	 	 	 
	Bank One, NA,

	 	SunTrust Capital Markets, Inc.,
	as Managing Agent

	 	as Managing Agent
	Suite 0079, 1-21

	 	303 Peachtree Street, NE
	1 Bank One Plaza

	 	24th Floor, MC 3950
	Chicago, Illinois 60670

	 	Atlanta, Georgia 30308
	Attention: Asset Backed Finance
	 	Attention: Securitization Asset Management
	

	 	          Group
	Wachovia Bank, N.A.,

	 	The Bank of Tokyo-Mitsubishi, Ltd.,
	as Managing Agent

	 	as Managing Agent
	191 Peachtree Street, NE-GA-423

	 	1251 Avenue of the Americas
	Atlanta, Georgia 30303

	 	New York, New York 10020
	Attention: Elizabeth Wagner

	 	Attention: Securitization Group
	 
	 	 
	The Bank of Nova Scotia,

	 	Cooperatieve Centrale Raiffeisen-
	as Managing Agent

	 	Boerenleenbank B.A., “Rabobank
	One Liberty Plaza

	 	International”, New York Branch, as Managing
	New York, New York 10006

	 	Agent
	Attention: Michael Eden

	 	245 Park Avenue
	

	 	New York, New York 10167
	

	 	Attention: Neetu Mohan






               Re: Reduction Notice



Ladies and Gentlemen:




               Reference is hereby made to the Amended and Restated Receivables Purchase Agreement, dated as
of June 11, 2004, by and among CGSF Funding Corporation (the “Seller”), McKesson
Corporation, as servicer, the Conduit Purchasers from time to time party thereto, the Committed
Purchasers from time to time party thereto, the Managing Agents from time to time party thereto and
Bank One, NA (Main Office Chicago), as Collateral Agent (the “Receivables Purchase
Agreement”). Capitalized terms used herein shall have the meanings assigned to such terms in
the Receivables Purchase Agreement.



               The Managing Agents are hereby notified of the following Aggregate Reduction:



	 	 	 	 	 	 
	 	Aggregate Reduction:

	 	 	$[                    ]	 
	 	Proposed Reduction Date:

	 	 	  [                    ]	 
	 





II-A-1









 






Aggregate Reduction will be made in available funds (by 12:00 noon Chicago time) to:



Preferred Receivables Funding Corporation / Falcon Asset Securitization Corporation

Bank One N.A.

Chicago, IL 60670

ABA# 071000013

Account No. 7521-76830000

Reference: CGSF Funding Corporation



Blue Ridge Asset Funding Corporation

First Union National Bank

ABA#53000219

Account#2000010384921

Account Name: CP Liability Account

Ref: CGSF Funding Corporation/McKesson Corp.



Liberty Street Funding Corp.

The Bank of Nova Scotia — New York Agency

ABA# 026-002532

Account: Liberty Street Funding Corp.

Acct# 2158-13



Three Pillars Funding LLC

SunTrust Bank

Atlanta, Georgia

ABA#061000104

Account to be credited: Three Pillars Funding

Account No: 8800171236

Attn: Janice Taylor

Ref: McKesson



Gotham Funding Corporation

Bank of Tokyo-Mitsubishi Trust Company

ABA#026-009-687

Gotham Funding Corporation

Account# 310-035-147

Ref: Tax ID# 04-3226091



Nieuw Amsterdam Receivables Corporation

U.S. Bank Trust N.A.

ABA# 091-000-002

Account Name: MMI Central Cash Account

Account # 1731-0185-1827

FFC to Account # 7708-7081

Reference: NARCO // CGSF Funding Corporation/McKesson Corporation



II-A-2









 





               After giving effect to such Aggregate Reduction made on
the Proposed Reduction Date, the Aggregate Capital is $[•].



	 	 	 	 	 	 	 
	

	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	

	 	CGSF FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	

	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 







II-A-3










 






EXHIBIT III




PLACES OF BUSINESS OF THE SELLER PARTIES;




LOCATIONS OF RECORDS;




FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	CGSF Funding Corporation	 	 	McKesson Corporation	 
	 	Principal Place of
Business

	 	 	One Post Street

San Francisco CA 94104
	 	 	One Post Street

San Francisco, CA 94104	 
	 	Location of Records

	 	 	One Post Street

San Francisco, CA 94104


Customer and Financial
Services
 1220 Senlac
Drive 
Carrollton, TX 75006
	 	 	One Post Street

San Francisco, CA 94104


Customer and
Financial Services

1220 Senlac Drive

Carrollton, TX 75006	 
	 	FEIN

	 	 	94-3269972
	 	 	94-3207296	 
	 





III-1




 









 








EXHIBIT IV




NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Bank Name	 	 	Account #	 	 	Type	 	 	Lock-Box #	 	 	Address	 
	 	Bank of America


	 	 	1233112374	 	 	Dallas LB	 	 	848442	 	 	P.O. Box 848442, Dallas, TX 75284	 
	 	Bank of America


	 	 	1233403137	 	 	Chicago LB	 	 	12748	 	 	12748 Collections Center Drive 
 Chicago, IL 60693	 
	 	Bank of America


	 	 	1233403151	 	 	Los Angeles LB	 	 	57256	 	 	File 57256, Los Angeles, CA 90074	 
	 	Bank of America


	 	 	1233403156	 	 	Atlanta LB	 	 	409521	 	 	P.O. Box 409521, Atlanta, GA 30384	 
	 	Bank of America


	 	 	1233833656	 	 	Electronic LB	 	 	Wire Transfers	 	 	 	 
	 	Mellon Bank


	 	 	0047378	 	 	Electronic LB	 	 	ACH	 	 	 	 
	 	US Bank


	 	 	153655314687	 	 	Credit Card Receipts	 	 	 	 	 	 	 
	 	Wachovia


	 	 	2087300577322	 	 	Electronic LB	 	 	ACH	 	 	 	 
	 	Wachovia


	 	 	2087350090846	 	 	Electronic LB	 	 	ACH	 	 	 	 
	 	Wachovia


	 	 	2087360577346	 	 	Electronic LB	 	 	ACH	 	 	 	 
	 	Wachovia


	 	 	2087380577339	 	 	Electronic LB	 	 	ACH	 	 	 	 
	 	Wachovia


	 	 	2087390577374	 	 	Electronic LB	 	 	ACH	 	 	 	 
	 	Wells
Fargo


	 	 	0755008	 	 	Electronic LB	 	 	ACH	 	 	 	 
	 





IV-1




 









 








EXHIBIT V




FORM OF COMPLIANCE CERTIFICATE




	 	 	 
	To:

	 	Bank One, NA (Main Office Chicago), Wachovia Bank, N.A., The Bank of Nova Scotia,
SunTrust Capital Markets, Inc., BTM Capital Corporation and Rabobank, as Managing Agents






     This Compliance Certificate is furnished pursuant to that certain Amended and Restated
Receivables Purchase Agreement dated as of June 11, 2004 among CGSF Funding Corporation (the
“Seller”), McKesson Corporation (the “Servicer”), the “Conduit Purchasers” from
time to time party thereto, the “Committed Purchasers” from time to time party thereto, the
“Managing Agents” from time to time parties thereto and Bank One, NA (Main Office Chicago), as
Collateral Agent for the Purchasers (as amended, restated, supplemented or otherwise modified from
time to time, the “Agreement ”).



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I am the duly elected                      of Seller.



     2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my
supervision, a detailed review of the transactions and conditions of Seller and its Subsidiaries
during the accounting period covered by the attached financial statements.



     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes an Amortization Event or Potential
Amortization Event, as each such term is defined under the Agreement, during or at the end of the
accounting period covered by the attached financial statements or as of the date of this
Certificate, except as set forth in paragraph 5 below.



     4. Schedule I attached hereto sets forth financial data and computations evidencing the
compliance with certain covenants of the Agreement, all of which data and computations are true,
complete and correct.



     5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of
the condition or event, the period during which it has existed and the action which Seller has
taken, is taking, or proposes to take with respect to each such condition or event:



V-1




 









 








The foregoing certifications, together with the computations set forth in Schedule I hereto
and the financial statements delivered with this Certificate in support hereof, are made and
delivered this ___ day of ________ , _____.




	 	 	 	 	 
	 

	 	 	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 






V-2




 









 








SCHEDULE I TO COMPLIANCE CERTIFICATE




A. Schedule of Compliance as of __________, ____ with Section ___ of the Agreement. Unless
otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.




This schedule relates to the month ended: _______




V-3




 









 








EXHIBIT VI




FORM OF COLLECTION ACCOUNT AGREEMENT




[On letterhead of Originator]



[Date]



[Lock-Box Bank/Concentration Bank/Depositary Bank]




     Re:  McKesson Corporation 



Ladies and Gentlemen:




          Reference
is hereby made to P.O. Box #________ in [city, state, zip code] (the
“Lock-Box”) of which you have exclusive control for the purpose of receiving mail and
processing payments therefrom pursuant to that certain [name of lock-box agreement] between you and
McKesson Corporation (the “Company”) dated ______ (the “Agreement ”). You hereby confirm
your agreement to perform the services described therein. Among the services you have agreed to
perform therein, is to endorse all checks and other evidences of payment, and credit such payments
to the Company’s checking account no._______ maintained with you in the name of the Company (the
“Lock-Box Account ”).



          The Company hereby informs you that (i) pursuant to that certain Receivables Sale Agreement,
dated as of June 25, 1999 between the Company and California Golden State Finance Company
(“CGSF”), the Company has transferred all of its right, title and interest in and to, and
exclusive ownership and control of, the Lock-Box and the Lock-Box Account to CGSF,
(ii) pursuant to that certain Receivables Sale Agreement, dated as of June 25, 1999 between CGSF
and CGSF Funding Corporation (the “Seller”), CGSF has transferred all of its right, title
and interest in and to, and exclusive ownership and control of, the Lock-Box and the Lock-Box
Account to the Seller and (iii) pursuant to that certain Second Amended and Restated Receivables
Purchase Agreement, dated as of June 11, 2004 (the “RPA”) among the Seller, the Company,
the “Conduit Purchasers” from time to time party thereto, the “Committed Purchasers” from time to
time party thereto, the “Managing Agents” from time to time party thereto and Bank One, NA (Main
Office Chicago) (“Bank One”), as collateral agent (in such capacity, the “Collateral
Agent ”), the Seller has transferred all of its right, title and interest in and to, and
control of, the Lock-Box and the Lock-Box Account to Bank One, as Collateral Agent. The Company,
CGSF and the Seller hereby request that the name of the Lock-Box Account be changed to “CGSF
Funding Corporation, an indirect subsidiary of McKesson Corporation.”



          The Company and the Seller hereby irrevocably instruct you, and you hereby agree,
that upon receiving notice from Bank One in the form attached hereto as Annex A (the
“Notice”), you shall comply with instructions originated by Bank One, as Collateral Agent,
directing disposition of the funds in the Lock-Box and the Lock-Box Account without further consent
of either the Company or the Seller. Notwithstanding the foregoing, the Collateral Agent hereby
authorizes you to take instructions from the Company or the Seller, on behalf of the Collateral
Agent, with respect to the funds delivered to the Lock-Box and/or on deposit in the



VI-1




 









 








Lock-Box
Account until such time as you receive the Notice. Following receipt of such Notice:
(i) the name of the Lock-Box and the Lock-Box Account will be changed to “Bank One, NA, for itself
and as Collateral Agent” (or any designee of Bank One) and the Collateral Agent will have exclusive
ownership of and access to the Lock-Box and the Lock-Box Account, and none of the Company, the
Seller nor any of their respective affiliates will have any control of the Lock-Box or the Lock-Box
Account or any access thereto, (ii) you will either continue to send the funds from the Lock-Box to
the Lock-Box Account, or will redirect the funds as the Collateral Agent may otherwise request,
(iii) you will transfer monies on deposit in the Lock-Box Account, at any time, as directed by the
Collateral Agent, (iv) all services to be performed by you under the Agreement will be performed on
behalf of the Collateral Agent, (v) you will not take any direction or instruction with respect to
the Lock-Box, the Lock-Box Account or any monies or funds on deposit therein under any circumstance
from the Company, the Seller or any affiliate thereof without the prior written consent of the
Collateral Agent and (vi) copies of all correspondence or other mail which you have agreed to send
to the Company or the Seller will be sent to the Collateral Agent at the following address:



Bank One, NA

Suite 0596, 21st Floor

1 Bank One Plaza

Chicago, Illinois 60670

Attention:  Credit Manager, Asset Backed

                  Securities Division



          Moreover, upon such notice, Bank One for itself and as Collateral Agent will have all rights
and remedies given to the Company (and CGSF and the Seller, as the Company’s assignees) under the
Agreement. The Company agrees, however, to continue to pay all fees and other assessments due
thereunder at any time.



          You hereby acknowledge that monies deposited in the Lock-Box Account or any other account
established with you by Bank One for the purpose of receiving funds from the Lock-Box are subject
to the liens of Bank One for itself and as Collateral Agent, and will not be subject to deduction,
set-off, banker’s lien or any other right you or any other party may have against the Company or
the Seller, except that you may debit the Lock-Box Account for any items deposited therein that are
returned or otherwise not collected and for all charges, fees, commissions and expenses incurred by
you in providing services hereunder, all in accordance with your customary practices for the charge
back of returned items and expenses.



          You hereby agree that you are a “bank” within the meaning of Section 9-102 of the Uniform
Commercial Code as is in effect in the State of New York (the “UCC”), that the Lock-Box Account
constitutes a “deposit account” within the meaning of Section 9-102 of the UCC and that this letter
agreement shall constitute an “authenticated record” for purposes of, and the Company and the
Seller hereby grant to and confer upon the Collateral Agent “control” of the Lock-Box Account as
contemplated in, Section 9-104 (and similar and related provisions) of the UCC. You hereby
represent that you have not entered into any agreement that grants to or confers upon any other
party control of the Lock-Box or the Lock-Box Account and you agree that you will not enter into
any such agreement during the term of this letter agreement.



VI-2




 









 








          The parties acknowledge that you may assign or transfer your rights and obligations hereunder
to a wholly-owned subsidiary of Bank One Corporation.



          THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This letter
agreement may be executed in any number of counterparts and all of such counterparts taken together
will be deemed to constitute one and the same instrument.



          This letter agreement contains the entire agreement between the parties, and may not be
altered, modified, terminated or amended in any respect, nor may any right, power or privilege of
any party hereunder be waived or released or discharged, except upon execution by all parties
hereto of a written instrument so providing. In the event that any provision in this letter
agreement is in conflict with, or inconsistent with, any provision of the Agreement, this letter
agreement will exclusively govern and control. Each party agrees to take all actions reasonably
requested by any other party to carry out the purposes of this letter agreement or to preserve and
protect the rights of each party hereunder.



VI-3




 









 








          Please indicate your agreement to the terms of this letter agreement by signing in the space
provided below. This letter agreement will become effective immediately upon execution of a
counterpart of this letter agreement by all parties hereto.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	McKESSON CORPORATION	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CGSF FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






Acknowledged and agreed to

this ____ day of ___________




[COLLECTION BANK]




	 	 	 	 	 
	By:

	 	 	 	 
	

	 	 	 	 
	Name:	 	 
	Title:	 	 






BANK ONE, NA (MAIN OFFICE CHICAGO),

as Collateral Agent




	 	 	 	 	 
	By:

	 	 	 	 
	

	 	 	 	 
	Name:	 	 
	Title:	 	 






VI-4




 









 








ANNEX A




FORM OF NOTICE




[On letterhead of Bank One]




	 	 	 	 	 
	

	 	                    ,
	 	 






[Collection Bank/Depositary Bank/Concentration Bank]




     Re:  McKesson Corporation 



Ladies and Gentlemen:




          We hereby notify you that we are exercising our rights pursuant to that certain letter
agreement among McKesson Corporation, CGSF Funding Corporation, you and us, to have the name of,
and to have exclusive ownership and control of, account number [___] (the “Lock-Box
Account ”) maintained with you, transferred to us. [Lock-Box Account will henceforth be a
zero-balance account, and funds deposited in the Lock-Box Account should be sent at the end of each
day to ___.] You have further agreed to perform all other services you are performing under that
certain agreement dated [___] between you and McKesson Corporation on our behalf.



          We appreciate your cooperation in this matter.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BANK ONE, NA (MAIN OFFICE CHICAGO)	 	 
	 	 	(for itself and as Collateral Agent)	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Name:	 	 	 	 
	

	 	Title:	 	 	 	 






VI-5





 









 






EXHIBIT VII




FORM OF ASSIGNMENT AGREEMENT




     THIS ASSIGNMENT AGREEMENT is entered into as of the [                    ] day of [[                                        ,                     ], by and
between                                          (“Seller”) and                                          (“Purchaser”).



PRELIMINARY STATEMENTS



     A. This Assignment Agreement is being executed and delivered in accordance with Section
11.1(b) of that certain Amended and Restated Receivables Purchase Agreement dated as of June 11,
2004 by and among CGSF Funding Corporation, as Seller, McKesson Corporation, as Servicer, the
“Conduit Purchasers” from time to time party thereto, the “Committed Purchasers” from time to time
party thereto, the “Managing Agents” from time to time parties thereto and Bank One, NA (Main
Office Chicago), as Collateral Agent for the Purchasers (as amended, modified or restated from time
to time, the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein
are used with the meanings set forth or incorporated by reference in the Purchase Agreement.



     B. The Seller is a Committed Purchaser party to the Purchase Agreement, and the Purchaser
wishes to become a Committed Purchaser thereunder; and



     C. The Seller is selling and assigning to the Purchaser an undivided                                         % (the
“Transferred Percentage”) interest in all of Seller’s rights and obligations under the
Purchase Agreement and the Transaction Documents, including, without limitation, the Seller’s
Commitment, the Seller’s obligations under [describe applicable Liquidity Agreement] and (if
applicable) the Capital of the Seller’s Purchaser Interests as set forth herein;



     The parties hereto hereby agree as follows:



     1. This sale, transfer and assignment effected by this Assignment Agreement shall become effective
(the “Effective Date”) two (2) Business Days (or such other date selected by the Collateral
Agent in its sole discretion) following the date on which a notice substantially in the form of
Schedule II to this Assignment Agreement (“Effective Notice”) is delivered by the
Collateral Agent to the Conduit Purchasers, the Seller and the Purchaser. From and after the
Effective Date, the Purchaser shall be a Committed Purchaser party to the Purchase Agreement for
all purposes thereof as if the Purchaser were an original party thereto and the Purchaser agrees to
be bound by all of the terms and provisions contained therein.




     2. If the Seller has no outstanding Capital under the Purchase Agreement, on the Effective Date,
Seller shall be deemed to have hereby transferred and assigned to the Purchaser, without recourse,
representation or warranty (except as provided in paragraph 6 below), and the Purchaser shall be
deemed to have hereby irrevocably taken, received and assumed from the Seller, the Transferred
Percentage of the Seller’s Commitment and all rights and obligations associated therewith under the
terms of the Purchase Agreement, including, without limitation, the Transferred Percentage of the
Seller’s future funding obligations under Section 4.1 of the Purchase Agreement.



VII-1









 





     3. If the Seller has any outstanding Capital under the Purchase Agreement, at or before 12:00
noon, local time of the Seller, on the Effective Date the Purchaser shall pay to the Seller, in
immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of the
outstanding Capital of the Seller’s Purchaser Interests (such amount, being hereinafter referred to
as the “Purchaser’s Capital”); (ii) all accrued but unpaid (whether or not then due) Yield
attributable to the Purchaser’s Capital; and (iii) accruing but unpaid fees and other costs and
expenses payable in respect of the Purchaser’s Capital for the period commencing upon each date
such unpaid amounts commence accruing, to and including the Effective Date (the “Purchaser’s
Acquisition Cost”);



whereupon, the Seller shall be deemed to have sold, transferred and assigned to the Purchaser,
without recourse, representation or warranty (except as provided in paragraph 6 below), and the
Purchaser shall be deemed to have hereby irrevocably taken, received and assumed from the Seller,
the Transferred Percentage of the Seller’s Commitment and the Capital of the Seller’s Purchaser
Interests (if applicable) and all related rights and obligations under the Purchase Agreement and
the Transaction Documents, including, without limitation, the Transferred Percentage of the
Seller’s future funding obligations under Section 4.1 of the Purchase Agreement.



     4. Concurrently with the execution and delivery hereof, the Seller will provide to the Purchaser
copies of all documents requested by the Purchaser which were delivered to such Seller pursuant to
the Purchase Agreement.


     5. Each of the parties to this Assignment Agreement agrees that at any time and from time to time
upon the written request of any other party, it will execute and deliver such further documents and
do such further acts and things as such other party may reasonably request in order to effect the
purposes of this Assignment Agreement.



     6. By executing and delivering this Assignment Agreement, the Seller and the Purchaser confirm
to and agree with each other, the Collateral Agent and the Committed Purchasers as follows: (a)
other than the representation and warranty that it has not created any Adverse Claim upon any
interest being transferred hereunder, the Seller makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made by any other
Person in or in connection with the Purchase Agreement or the Transaction Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Purchaser,
the Purchase Agreement or any other instrument or document furnished pursuant thereto or the
perfection, priority, condition, value or sufficiency of any collateral; (b) the Seller makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Seller, any Obligor, any Seller Affiliate or the performance or observance by the Seller, any
Obligor, any Seller Affiliate of any of their respective obligations under the Transaction
Documents or any other instrument or document furnished pursuant thereto or in connection
therewith; (c) the Purchaser confirms that it has received a copy of the Transaction Documents,
together with such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment Agreement; (d) the Purchaser will,
independently and without reliance upon the Collateral Agent, the Conduit Purchasers, the Seller or
any other Committed Purchaser or Purchaser and based on such documents and information as it shall
deem appropriate at the time,



VII-2









 





continue to make its own credit decisions in taking or not taking action under the Purchase
Agreement and the Transaction Documents; (e) the Purchaser appoints and authorizes the Collateral
Agent to take such action as collateral agent on its behalf and to exercise such powers under the
Transaction Documents as are delegated to the Collateral Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; (f) the Purchaser appoints and authorizes the
Collateral Agent to take such action as collateral agent on its behalf and to exercise such powers
under the Transaction Documents as are delegated to the Collateral Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; and (g) the Purchaser agrees that
it will perform in accordance with their terms all of the obligations which, by the terms of the
Purchase Agreement and the Transaction Documents, are required to be performed by it as a Committed
Purchaser or, when applicable, as a Purchaser.




     7. Each party hereto represents and warrants to and agrees with the Collateral Agent that it is
aware of and will comply with the provisions of the Purchase Agreement, including, without
limitation, Sections 4.1 and 14.6 thereof.



     8. Schedule I hereto sets forth the revised Commitment of the Seller and the Commitment of
the Purchaser, as well as administrative information with respect to the Purchaser.



     9. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



     10. The Purchaser hereby covenants and agrees that, prior to the date which is one year and one day
after the payment in full of all senior indebtedness for borrowed money of the Conduits, it will
not institute against, or join any other Person in instituting against, any Conduit, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar
proceeding under the laws of the United States or any state of the United States.



VII-3









 





     IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by
their respective duly authorized officers of the date hereof.



	 	 	 
	

	 	[SELLER]
	 
	 	 
	

	 	By:          
                                                                       
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	[PURCHASER]
	 
	 	 
	

	 	By:          
                                                                       
	

	 	Name:
	

	 	Title:






VII-4









 






SCHEDULE I TO ASSIGNMENT AGREEMENT




LIST OF LENDING OFFICES, ADDRESSES




FOR NOTICES AND COMMITMENT AMOUNTS




Date:                                         ,                     




Transferred Percentage:                     %




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	A-1
	 	 	A-2
	 	 	B-1	 	 	B-2	 
	 	Seller

	 	 	Commitment

[existing]
	 	 	Commitment [revised]
	 	 	Outstanding Capital

(if any)
	 	 	Ratable Share
	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	A-1
	 	 	B-1
	 	 	B-2	 
	 	Purchaser

	 	 	 	 	 	Commitment [initial]
	 	 	Outstanding Capital

(if any)
	 	 	Ratable Share
	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





Address for Notices 



                                        



                                        

Attention:

Phone:

Fax:



VII-5









 





SCHEDULE II TO ASSIGNMENT AGREEMENT




EFFECTIVE NOTICE




	 	 	 	 	 
	TO:                                                             , Seller
	

	 	                                                            	 	 
	

	 	                                                            	 	 
	

	 	                                                            	 	 
	 
	 	 	 	 
	TO:                                                             , Purchaser
	

	 	                                                            	 	 
	

	 	                                                            	 	 
	

	 	                                                            	 	 






     The undersigned, as Collateral Agent under the Amended and Restated Receivables Purchase
Agreement dated as of June 11, 2004 by and among CGSF Funding Corporation, as Seller, McKesson
Corporation, as Servicer, the “Conduit Purchasers” from time to time party thereto, the “Committed
Purchasers” from time to time party thereto, the “Managing Agents” from time to time parties
thereto and Bank One, NA (Main Office Chicago), as Collateral Agent for the Purchasers, hereby
acknowledges receipt of executed counterparts of a completed Assignment Agreement dated as of
                                        ,                      between                                         , as Seller, and                                         , as Purchaser.
Terms defined in such Assignment Agreement are used herein as therein defined.



     1. Pursuant to such Assignment Agreement, you are advised that the Effective Date will be
                                        ,                     .



     2. The Managing Agent, on behalf of the affected Conduits, hereby consents to the Assignment
Agreement as required by Section 12.1(b) of the Purchase Agreement.



VII-6









 





     [3. Pursuant to such Assignment Agreement, the Purchaser is required to pay $                     to
the Seller at or before 12:00 noon (local time of the Seller) on the Effective Date in immediately
available funds.]



	 	 	 
	

	 	Very truly yours,
	 
	 	 
	

	 	BANK ONE, NA (Main Office Chicago), individually and
 as
Collateral Agent [and a Managing Agent]
	 
	 	 
	

	 	By:                                                                                
	

	 	Title:






VII-7









 






EXHIBIT VIII




CREDIT AND COLLECTION POLICY




Attached.




VIII-1









 








EXHIBIT IX




FORM OF CONTRACT(S)




Attached.




IX-1









 








EXHIBIT X




FORM OF MONTHLY REPORT




Attached.




X-1









 








EXHIBIT XI




FORM OF JOINDER AGREEMENT




     Reference is made to the Amended and Restated Receivables Purchase Agreement dated as of June
11, 2004 (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the “Agreement ”), among CGSF Funding Corporation (the “Seller”), McKesson
Corporation, as initial Servicer (together with its successors and assigns, the
“Servicer”), the “Conduit Purchasers” from time to time party thereto, the “Committed
Purchasers” from time to time party thereto, the “Managing Agents” from time to time party thereto
and Bank One, NA (Main Office Chicago), as collateral agent (the “Collateral Agent”). To
the extent not defined herein, capitalized terms used herein have the meanings assigned to such
terms in the Agreement.



                                                                  (the “New Managing Agent”),                                          (the “New
Conduit Purchaser”),                                          (the “New Committed Purchaser[s]”; and together
with the New Managing Agent and New Conduit Purchaser , the “New Purchaser Group”), the
Seller, the Servicer and the Collateral Agent agree as follows:



     1. Pursuant to Section 12.3 of the Agreement, the Seller has requested that the New
Purchaser Group agree to become a “Purchaser Group” under the Agreement.



     2. The effective date (the “Effective Date”) of this Joinder Agreement shall be the later of
(i) the date on which a fully executed copy of this Joinder Agreement is delivered to the
Collateral Agent and (ii) the date of this Joinder Agreement.



     3. By executing and delivering this Joinder Agreement, each of the New Managing Agent, the New
Conduit Purchaser and the New Committed Purchaser[s] confirms to and agrees with each other party
to the Agreement that (i) it has received a copy of the Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Joinder Agreement; (ii) it will, independently and without reliance upon the Collateral Agent,
the other Managing Agents, the other Purchasers or any of their respective Affiliates, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Agreement or any Transaction Document;
(iii) it appoints and authorizes the Collateral Agent to take such action as agent on its behalf
and to exercise such powers under the Agreement, the Transaction Documents and any other instrument
or document pursuant thereto as are delegated to the Collateral Agent by the terms thereof,
together with such powers as are reasonably incidental thereto and to enforce its respective rights
and interests in and under the Agreement, the Transaction Documents, the Receivables, the Related
Security and the Collections; (iv) it will perform all of the obligations which by the terms of the
Agreement and the Transaction Documents are required to be performed by it as a Managing Agent, a
Conduit Purchaser and a Committed Purchaser, respectively; (v) its address for notices shall be the
office set forth beneath its name on the signature pages of this Joinder Agreement; and (vi) it is
duly authorized to enter into this Joinder Agreement.



XI-1









 





     4. On the Effective Date of this Joinder Agreement, each of the New Managing Agent, the New Conduit
Purchaser and the New Committed Purchaser[s] shall join in and be a party to the Agreement and, to
the extent provided in this Joinder Agreement, shall have the rights and obligations of a Managing
Agent, a Conduit Purchaser and a Committed Purchaser, respectively, under the Agreement.



     5. This Joinder Agreement may be executed by one or more of the parties on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the
same instrument.



     6. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York.



     IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above written, such
execution being made on Schedule I hereto.



XI-2









 





Schedule I

to

Joinder Agreement




Dated                                          , 20                    




Section 1.




     The “CP Rate” for any
Tranche Period for any Purchaser Interest owned by the New Conduit
Purchaser is [                                        ].



     The “LIBO Rate” for any
Tranche Period for any Purchaser Interest funded by any member of
the New Purchaser Group is [                                        ].



     The “Base Rate” for
any Tranche Period for any Purchaser Interest owned by the New
Purchaser Group is [                                        ].



Section 2.




     The “Commitment[s]” with respect to the New Committed Purchaser[s] [is][are]:



	 	 	 
	[New Committed Purchaser]

	 	$[                                        ]
	 
	 	 
	NEW CONDUIT PURCHASER:

	 	[NEW CONDUIT PURCHASER]
	 
	 	 
	

	 	By:                                         
	

	 	
Name:

	

	 	
Title:

	 
	 	 
	

	 	Address for notices:
	

	 	[Address]
	 
	 	 
	NEW COMMITTED PURCHASER[S]:

	 	[NEW COMMITTED PURCHASER]
	 
	 	 
	

	 	By:                                         
	

	 	
Name:

	

	 	
Title:

	 
	 	 
	

	 	Address for notices:
	

	 	[Address]
	 
	 	 
	NEW MANAGING AGENT:

	 	[NEW MANAGING AGENT]
	 
	 	 
	

	 	By:                                         
	

	 	
Name:

	

	 	
Title:

	 
	 	 
	

	 	Address for notices:
	

	 	[Address]






XI-3









 






Consented to this                      day of                                         , 20                     by:



CGSF FUNDING CORPORATION 
   as Seller



By:        
                                                                         

      Name:

      Title:



MCKESSON CORPORATION

   as Servicer



By:         
                                                                        

      Name:

      Title:



BANK ONE, NA (MAIN OFFICE CHICAGO), as Collateral Agent



By:         
                                                                        

      Name:

      Title:



[SIGNATURE BLOCK FOR EACH MANAGING AGENT] 
   as a Managing Agent



	 	 	 
	

	 	By:          
                                                                       
	

	 	Name:            
	

	 	Title:              







XI-4










 






SCHEDULE A




PURCHASER GROUPS AND COMMITMENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Purchaser	 	 	 	 	 	 	 	Purchaser Group	 
	 	Group	 	Conduit Purchaser(s)	 	Committed Purchaser(s)	 	Commitment(s)	 	Limit	 
	 	 	 
	 	Bank One Purchaser
	 	Preferred Receivables	 	Bank One, NA (Main	 	$500,000,000	 	$500,000,000	 
	 	Group
	 	Funding Corporation	 	Office Chicago)	 		 		 
	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	Falcon Asset Securitization	 	 	 	 	 	 	 
	 	 
	 	Corporation	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Wachovia Purchaser
	 	Blue Ridge Funding	 	Wachovia Bank, National	 	$300,000,000	 	$300,000,000	 
	 	Group
	 	Corporation	 	Association	 		 		 
	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Scotia Purchaser
Group
	 	Liberty Street Funding Corp.	 	The Bank of Nova Scotia	 	$300,000,000	 	$300,000,000	 
	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 
	 	SunTrust Purchaser
Group
	 	Three Pillars Funding LLC	 	Three Pillars Funding LLC	 	$100,000,000	 	$100,000,000	 
	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 
	 	BTM Purchaser Group
	 	Gotham Funding Corporation	 	The Bank of	 	$100,000,000	 	$100,000,000	 
	 	 
	 	 	 	Tokyo-Mitsubishi Ltd.,	 	 	 	 	 
	 	 
	 	 	 	New York Branch	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Rabobank Purchaser
	 	Nieuw Amsterdam Funding	 	Cooperatieve Centrale	 	$100,000,000	 	$100,000,000	 
	 	Group
	 	Corporation	 	Raiffeisen-Boerenleenbank	 	 	 	 	 
	 	 
	 	 	 	B.A., “Rabobank	 	 	 	 	 
	 	 
	 	 	 	International”, New York	 	 	 	 	 
	 	 
	 	 	 	Branch	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 





A-1









 






SCHEDULE B




DOCUMENTS TO BE DELIVERED

ON OR PRIOR TO THE EFFECTIVE DATE




	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Document	 	 	Responsible Party	 
	 	 	 	 	 	 
	 	Amended and Restated Receivables Sale Agreement between McKesson, as seller
and California Golden State Finance Company, as buyer	 	 	SABW	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	     Exhibit I

	 	Definitions
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit II

	 	Principal Place of Business; Location(s) of Records; Federal
Employer Identification Number; Other Names
	 	 	McKesson	 
	 	 	 	 	 	 
	 	     Exhibit III

	 	Lock-Boxes; Collection Accounts; Collection Banks
	 	 	McKesson	 
	 	 	 	 	 	 
	 	     Exhibit IV

	 	Form of Compliance Certificate
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit V

	 	Credit and Collection Policy
	 	 	McKesson	 
	 	 

	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Amended and Restated Receivables Sale Agreement between California Golden
State Finance Company, as seller and the CGSF Funding Corporation, as buyer	 	 	SABW	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	     Exhibit I

	 	Definitions
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit II

	 	Principal Place of Business; Location(s) of Records; Federal
Employer Identification Number; Other Names
	 	 	McKesson	 
	 	 	 	 	 	 
	 	     Exhibit III

	 	Lock-Boxes; Collection Accounts; Collection Banks
	 	 	McKesson	 
	 	 	 	 	 	 
	 	     Exhibit IV

	 	Form of Compliance Certificate
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit V

	 	Credit and Collection Policy
	 	 	McKesson	 
	 	 

	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Amended and Restated Receivables Purchase Agreement (the “RPA”) among CGSF
Funding Corporation, as Seller, McKesson, as Servicer, the Conduit
Purchasers from time to time party thereto, the Committed Purchasers from
time to time party thereto, the Managing Agents from time to time party
thereto and Bank One, as Collateral Agent	 	 	SABW	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	     Exhibit I

	 	Definitions
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit II

	 	Form of Purchase Notice
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit II-A

	 	Form of Reduction Notice
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit III

	 	Places of Business of the Seller Parties; Locations of Records;
Federal Employer Identification Number(s)
	 	 	McKesson	 
	 	 	 	 	 	 
	 	     Exhibit IV

	 	Names of Collection Banks; Collection Accounts
	 	 	McKesson	 
	 	 	 	 	 	 
	 	     Exhibit V

	 	Form of Compliance Certificate
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit VI

	 	Form of Collection Account Agreement
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit VII

	 	Form of Assignment Agreement
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Exhibit VIII

	 	Credit and Collection Policy
	 	 	McKesson	 
	 	 	 	 	 	 
	 	     Exhibit IX

	 	Form of Contract
	 	 	McKesson	 
	 	 	 	 	 	 
	 	     Exhibit X

	 	Forms of Monthly Report
	 	 	Bank One /

McKesson	 
	 	 	 	 	 	 
	 	     Exhibit XI

	 	Form of Joinder Agreement
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Schedule A

	 	Commitments
	 	 	SABW	 
	 	 	 	 	 	 
	 	     Schedule B

	 	Documents to be Delivered to the Managing Agents on or prior to
the Effective Date
	 	 	SABW	 
	 	 	 	 	 	 
	 	Articles of Incorporation of Seller, certified by the Secretary of State of
Delaware	 	 	McKesson	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Good Standing Certificates for Seller issued by the Secretary of State of
the States of California and Delaware	 	 	McKesson	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Certificate of the Secretary of Seller certifying (i) a copy of the
Articles of Incorporation of Seller (attached thereto), (ii) a copy of the
By-Laws of Seller (attached thereto), (iii) a copy	 	 	McKesson	 
	 	 	 	 	 	 





B-1









 






	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Document 	 	 	Responsible Party	 
	 	 	 	 	 	 
	 	of the written consent of the board of directors of Seller (attached thereto)
authorizing the execution, delivery and performance of the RPA and each other document
to be executed and delivered by it in connection therewith, and (iv) the names and
signatures of the officers authorized on its behalf to execute the RPA and any other
documents to be delivered by it in connection therewith
	 	 	 	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Certificate of Incorporation of McKesson certified by the Secretary of State of Delaware.

	 	 	McKesson	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Good Standing Certificate for McKesson issued by the Secretary of State of the States of
Delaware and California.

	 	 	McKesson	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Certificate of the Secretary of McKesson certifying (i) a copy of the Articles of
Incorporation of McKesson (attached thereto), (ii) a copy of the By-Laws of McKesson
(attached thereto), (iii) a copy of the written consent of the board of directors of
McKesson (attached thereto) authorizing the execution, delivery and performance of the
RPA and any other documents to be delivered by it in connection with such agreements,
and (iv) the names and signatures of the officers authorized on its behalf to execute
the RPA and any other documents, instruments and agreements to be delivered by it in
connection with such agreements.

	 	 	McKesson	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Certificate of Incorporation of California Golden State Finance Company (“CGSF”)
certified by the Secretary of State of California

	 	 	McKesson	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Good Standing Certificate for CGSF issued by the Secretary of State of California

	 	 	McKesson	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Certificate of the Secretary of CGSF certifying (i) a copy of the Articles of
Incorporation of CGSF (attached thereto), (ii) a copy of the By-Laws of CGSF (attached
thereto), (iii) a copy of the written consent of the board of directors of CGSF
(attached thereto) authorizing the execution, delivery and performance of the Tier One
Receivables Sale Agreement, the Tier Two Receivables Sale Agreement and any other
documents to be delivered by it in connection with such agreements, and (iv) the names
and signatures of the officers authorized on its behalf to execute the Tier One
Receivables Sale Agreement, the Tier Two Receivables Sale Agreement and any other
documents, instruments and agreements to be delivered by it in connection with such
agreements

	 	 	McKesson	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	UCC Lien Search Reports in respect of filings made against McKesson (including
tradenames).

	 	 	SABW	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Tax Lien and Judgment Search Reports in respect of filings made against McKesson

	 	 	SABW	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	UCC Lien Search Reports in respect of filings made against CGSF (including tradenames)

	 	 	SABW	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Tax Lien and Judgment Search Reports in respect of filings made against CGSF

	 	 	SABW	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	UCC Lien Search Reports in respect of filings made against Seller

	 	 	SABW	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Tax Lien and Judgment Search Reports in respect of filings made against the Seller

	 	 	SABW	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Opinion of Ivan D. Meyerson, Executive Vice President and General Counsel and Secretary
of McKesson relating to corporate matters and noncontravention

	 	 	McKesson	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Opinion of Bingham McCutchen LLP, counsel to McKesson relating to, among other things,
corporate matters, enforceability and creation, perfection and priority of security
interests.

	 	 	Bingham	 
	 	 	 	 	 	 





B-2









 






	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Document 	 	 	Responsible Party	 
	 	 	 	 	 	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Opinion of Bingham McCutchen LLP, counsel to McKesson, relating to
true sale and nonconsolidation issues.

	 	 	Bingham	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Fourth Amended and Restated Fee Letter among Seller, McKesson, the
Managing Agents and the Collateral Agent

	 	 	SABW	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	 	Upfront Fee Letter among Seller, McKesson, SunTrust, BTM and Rabobank

	 	 	SABW	 
	 	 	 	 	 	 






B-3