exv10w1






Exhibit
10.1







FOURTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




Dated as of May 18, 2011



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



JPMORGAN CHASE BANK, N.A.,

as Collateral Agent



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I PURCHASE ARRANGEMENTS
	 	 	2	 
	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
	 	 	3	 
	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
	 	 	4	 
	Section 2.5 Payment Rescission
	 	 	5	 
	Section 2.6 Seller Interest
	 	 	5	 
	Section 2.7 Clean Up Call
	 	 	5	 
	ARTICLE III FUNDING
	 	 	6	 
	Section 3.1 General Funding Provisions
	 	 	6	 
	Section 3.2 Yield Payments
	 	 	6	 
	Section 3.3 Selection and Continuation of Tranche Periods for
Committed Purchasers in CP Funding Purchaser
Groups
	 	 	6	 
	Section 3.4 Discount Rates of Committed Purchasers in CP Funding Purchaser Groups
	 	 	6	 
	Section 3.5 Suspension of the LIBO Rate
	 	 	7	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	7	 
	Section 4.1 Representations and Warranties of Seller Parties
	 	 	7	 
	Section 4.2 Committed Purchaser Representations and Warranties
	 	 	11	 
	ARTICLE V CONDITIONS OF PURCHASES
	 	 	12	 
	Section 5.1 Conditions Precedent to the Effectiveness of this Agreement
	 	 	12	 
	Section 5.2 Conditions Precedent to All Purchases and Reinvestment
	 	 	12	 
	ARTICLE VI COVENANTS
	 	 	13	 
	Section 6.1 Affirmative Covenants of the Seller Parties
	 	 	13	 
	Section 6.2 Negative Covenants of the Seller Parties
	 	 	19	 
	ARTICLE VII ADMINISTRATION AND COLLECTION
	 	 	20	 
	Section 7.1 Designation of Servicer
	 	 	20	 
	Section 7.2 Duties of Servicer
	 	 	21	 
	Section 7.3 Collection Notices
	 	 	22	 
	Section 7.4 Responsibilities of Seller
	 	 	22	 
	Section 7.5 Reports
	 	 	23	 
	Section 7.6 Servicing Fees
	 	 	23	 
	Section 7.7 Financial Covenant
	 	 	23	 
	ARTICLE VIII AMORTIZATION EVENTS
	 	 	23	 
	Section 8.1 Amortization Events
	 	 	23	 
	Section 8.2 Remedies
	 	 	24	 
	ARTICLE IX INDEMNIFICATION
	 	 	25	 
	Section 9.1 Indemnities by the Seller Parties
	 	 	25	 
	Section 9.2 Increased Cost and Reduced Return
	 	 	27	 
	Section 9.3 Other Costs and Expenses
	 	 	29	 
	Section 9.4 Withholding Tax Exemption
	 	 	29	 
	ARTICLE X THE AGENTS
	 	 	30	 
	Section 10.1 Authorization and Action
	 	 	30	 






 -i- 




 









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	Section 10.2 Delegation of Duties
	 	 	30	 
	Section 10.3 Exculpatory Provisions
	 	 	31	 
	Section 10.4 Reliance by Agents
	 	 	31	 
	Section 10.5 Non-Reliance on Agents and Other Purchasers
	 	 	31	 
	Section 10.6 Reimbursement and Indemnification
	 	 	32	 
	Section 10.7 Agents in their Individual Capacities
	 	 	32	 
	Section 10.8 Successor Agent
	 	 	32	 
	ARTICLE XI ASSIGNMENTS; PARTICIPATIONS
	 	 	33	 
	Section 11.1 Assignments
	 	 	33	 
	Section 11.2 Participations
	 	 	33	 
	Section 11.3 Additional Purchaser Groups; Joinder by Conduit Purchaser
	 	 	34	 
	Section 11.4 Extension of Facility Termination Date
	 	 	34	 
	Section 11.5 Terminating Committed Purchasers
	 	 	35	 
	ARTICLE XII MISCELLANEOUS
	 	 	35	 
	Section 12.1 Waivers and Amendments
	 	 	36	 
	Section 12.2 Notices
	 	 	36	 
	Section 12.3 Ratable Payments
	 	 	37	 
	Section 12.4 Protection of Ownership Interests of the Purchasers
	 	 	38	 
	Section 12.5 Confidentiality
	 	 	38	 
	Section 12.6 Bankruptcy Petition
	 	 	39	 
	Section 12.7 Limitation of Liability; Limitation of Payment; No Recourse
	 	 	40	 
	Section 12.8 CHOICE OF LAW
	 	 	40	 
	Section 12.9 CONSENT TO JURISDICTION
	 	 	40	 
	Section 12.10 WAIVER OF JURY TRIAL
	 	 	40	 
	Section 12.11 Integration; Binding Effect; Survival of Terms
	 	 	41	 
	Section 12.12 Counterparts; Severability; Section References
	 	 	41	 
	Section 12.13 Agent Roles
	 	 	41	 
	Section 12.14 Characterization
	 	 	42	 
	Section 12.15 Amendment and Restatement; Consent to Amendment of Receivables Sale
Agreement
	 	 	43	 
	Section 12.16 Federal Reserve
	 	 	43	 
	Section 12.17 USA PATRIOT Act
	 	 	43	 






 -ii- 




 









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	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

	 	-
	 	[Reserved.]	 	 
	Exhibit V

	 	-
	 	Form of Compliance Certificate	 	 
	Exhibit VI

	 	-
	 	Form of Assignment Agreement	 	 
	Exhibit VII

	 	-
	 	Form of Joinder Agreement	 	 
	 
	 	 	 	 	 	 
	SCHEDULES
	 	 	 	 	 	 
	Schedule A

	 	-
	 	Purchaser Groups and Commitments	 	 
	Schedule B

	 	-
	 	Purchaser Group Notice	 	 






 -iii- 




 









 






FOURTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     This Fourth Amended and Restated Receivables Purchase Agreement dated as of May 18, 2011 (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, as initial Servicer (“McKesson”; 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 JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office
Chicago)) (“JPMorgan Chase”), 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, the Conduit Purchasers, the Committed Purchasers, the Managing
Agents and the Collateral Agent are parties to that certain Third Amended and Restated Receivables
Purchase Agreement dated as of May 19, 2010 (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, and 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, JPMorgan Chase 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 may, at its option, sell and
assign Purchaser Interests to the Collateral Agent for the benefit of the Purchasers. 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 Amortization Date.



     (b) Seller may, upon at least ten (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 prior notice in a form set forth as Exhibit
II hereto (a “Purchase Notice”) of each Incremental Purchase in conformity with the
Required Notice Period. 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 (which date
shall give effect to the applicable Required Notice Period), 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 two (2) Purchase Notices 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.



     (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



2









 




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 from Collections 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 (New York City time) on the day when due in immediately
available funds, and if not received before 12:00 noon (New York City 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 account and in
accordance with its payment instructions set forth on Schedule A to the Fee Letter (as such account
and instructions may be amended from time to time by written notice from such Managing Agent to
each Seller Party). 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 Purchaser
Interest, if required, pursuant to Section 2.6, (v) all amounts payable pursuant to Article IX, if
any, (vi) all Broken Funding Costs and (vii) all Default Fees (collectively, the
“Obligations”). The Seller shall pay to the Servicer in accordance with Sections 2.2 and
2.4 hereof all Servicer costs and expenses in connection with servicing, administering and
collecting the Receivables, including, without limitation, the Servicing Fee. 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.



3









 





     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 and hold
in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and
Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser,
(B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate
Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to
the Servicer under Section 2.1 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. In the event that, pursuant to Section 1.3, an
Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such
Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably
in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside
pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance
with Section 1.3.



     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’ 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:



          (i) first, 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






4









 







Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer
Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as
the Servicer;




          (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of
collection and enforcement of this Agreement;




          (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and
all accrued and unpaid Yield;




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




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




          (vi) 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.



     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 pay to the Managing Agents, within one
Business Day, 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.



5









 





ARTICLE III

FUNDING




     Section 3.1 General Funding Provisions. Subject to Section 3.5 hereof, (a) each
Purchaser Interest of the Committed Purchasers in a CP Funding Purchaser Group shall accrue Yield
for each day during its Tranche Period at either the LIBO Rate or the Base Rate, (b) each Purchaser
Interest of the Committed Purchasers in a Bank Funding Purchaser Group shall accrue Yield for each
day during its Tranche Period at the LIBO Rate and (c) each Purchaser Interest directly or
indirectly funded substantially with Pooled Commercial Paper shall accrue Yield for each day that
any Capital in respect of such Purchaser Interest is outstanding at the CP Rate, in each case, in
accordance with the terms and conditions hereof. 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 in a CP Funding Purchaser Group pursuant
to the terms and conditions hereof shall be the Base Rate. If any Committed Purchaser in a CP
Funding Purchaser Group 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 each Monthly Settlement Date, Seller shall pay to each
Managing Agent (for the benefit of the applicable Purchasers), an aggregate amount equal to (i) the
accrued and unpaid Yield with respect to each Purchaser Interest for the immediately preceding
Accrual Period, if Yield for such Purchaser Interest is calculated on the basis of the CP Rate, and
(ii) the accrued and unpaid Yield with respect to each Purchaser Interest for the most recently
ended Tranche Period for such Purchaser Interest, if Yield for such Purchaser Interest is
calculated on the basis of any Discount Rate other than the CP Rate, in each case, in accordance
with Article III.



     Section 3.3 Selection and Continuation of Tranche Periods for Committed Purchasers in CP
Funding Purchaser Groups.



     (a) With consultation from (and approval by) each related Managing Agent, Seller shall from
time to time request Tranche Periods for the Purchaser Interests of the Committed Purchasers in CP
Funding Purchaser Groups; provided, however, that no more than fifteen (15) Tranche
Periods shall be outstanding at any one time and Seller shall always request Tranche Periods such
that at least one Tranche Period shall end on the date specified in clause (A) of the definition of
Settlement Date.



     (b) Seller or a Managing Agent, upon notice to and consent by the other received at least
three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”)
for any Purchaser Interest, may, effective on the last day of the Terminating Tranche of a
Committed Purchaser in a CP Funding Purchaser Group: (i) divide any such Purchaser Interest into
multiple Purchaser Interests, (ii) combine any such Purchaser Interest with one or more other
Purchaser Interests which have a Terminating Tranche ending on the same day as such Terminating
Tranche or (iii) 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,
provided, in no event may a Purchaser Interest of a Conduit Purchaser be combined with a
Purchaser Interest of a Committed Purchaser.



     Section 3.4 Discount Rates of Committed Purchasers in CP Funding Purchaser Groups.
Seller may select the LIBO Rate or the Base Rate for each Purchaser Interest of the Committed
Purchasers in CP Funding Purchaser Groups. 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



6









 




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 Facility
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).



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 or limited
liability company duly organized, validly existing and in good standing under the laws of its state
of incorporation or formation, as the case may be, and is duly qualified to do business and is in
good standing as a foreign corporation or limited liability company, and has and holds all
corporate or limited liability company 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 or
limited liability company powers and authority and have been duly authorized by all necessary
corporate or limited liability company 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.



7









 





     (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 or certificate of formation or operating agreement, as the case may be,
(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. 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.



     (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 purchase hereunder will violate, or be inconsistent with,
Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time
to time. No proceeds of any purchase hereunder will be directly secured or “indirectly secured” by
any “margin stock,” as such terms are 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)



8









 




of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable,
its Collections and the Related Security.




     (j) Perfection.




     (i) This Agreement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Receivables and Related Security and Collections with respect thereto
in favor of the Collateral Agent (for the benefit of the Purchasers), which security
interest is prior to all other Adverse Claims, and is enforceable as such as against
creditors of and purchasers from Seller.




     (ii) The Receivables constitute “accounts” within the meaning of the applicable UCC.




     (iii) Seller owns and has good and marketable title to the Receivables, Related
Security and Collections, free and clear of any Adverse Claim, claim or encumbrance of any
Person.




     (iv) Seller has caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest in the
Receivables, Related Security and Collections granted to the Collateral Agent (on behalf of
the Purchasers) hereunder.




     (v) Other than the security interest granted to the Collateral Agent (for the benefit
of the Purchasers) pursuant to this Agreement, Seller has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Receivables, Related
Security or Collections. Seller has not authorized the filing of and is not aware of any
financing statements against Seller that include a description of collateral covering the
Receivables, Related Security or Collections other than any financing statement relating to
the security interest granted to the Collateral Agent (for the benefit of the Purchasers)
hereunder or that has been terminated. Seller is not aware of any judgment or tax lien
filings against Seller.


The parties hereto shall not waive a breach of any of the foregoing perfection representations,
warranties or covenants without the prior written consent of the Collateral Agent (acting at the
direction of the Required Committed Purchasers upon confirmation that such waiver will not result
in a withdrawal or downgrade of the rating of the Commercial Paper of any Conduit Purchaser).




     (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 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 I to the Fee
Letter (as such Exhibit I to the Fee Letter may be amended or supplemented from time to time by
either Seller Party by delivery of a new Exhibit I thereto to the Collateral Agent and the Managing
Agents). The Seller has not granted or delegated to any Person, other than the Collateral Agent as
contemplated by this Agreement or pursuant



9









 




to a Collection Account Agreement, dominion or “control” (within the meaning of Section 9-104
of the UCC of all applicable jurisdictions) of or the right to give instructions with respect to
the disposition of funds without the consent of any other Person with respect to any Lock-Box or
Collection Account, or the right to take dominion or “control” (within the meaning of Section 9-104
of the UCC of all applicable jurisdictions) of any such Lock-Box or Collection Account at a future
time or upon the occurrence of a future event.




     (m) Material Adverse Effect. (i) The initial Servicer represents and warrants that,
since March 31, 2011, 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 March 31, 2011,
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. McKesson directly owns 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 an Investment Company. 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
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) Reasonably Equivalent Value. The Seller has given reasonably equivalent value in
consideration of the transfer of each Receivable, and no such transfer has been made for or on
account of an antecedent debt.



10









 





     (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 by the Seller was an Eligible Receivable on such
purchase date.



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



     (w) Accounting. Such Seller Party treats the transactions contemplated by the
Receivables Sale Agreement as sales and/or capital contributions, for all purposes, including,
without limitation, accounting purposes, notwithstanding the fact that the consolidated financial
statements of McKesson and the Seller are prepared in accordance with GAAP and, as a result of the
consolidation required by GAAP, the transfers shall be reflected as a financing by McKesson in its
consolidated financial statements, and such Seller Party (i) has made appropriate notations in any
such consolidated financial statements (or in the accompanying notes) to indicate that the Seller
is a separate legal entity from McKesson and to indicate that the assets and credit of the Seller
is not available to satisfy the debts and obligations of McKesson and (ii) the assets of Seller are
listed separately on any balance sheet of such Seller Party prepared on a standalone basis.



     (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:



     (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



11









 




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
and other items reasonably requested by the Collateral Agent, 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 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);



     (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



     (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, Weekly Reports and/or Daily 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



12









 




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 shall have marked its 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:



          (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; provided, that such information need not be furnished directly to the
Collateral Agent and the Managing Agents if it is publicly available at no charge on the EDGAR
system of the United States Securities and Exchange Commission (“EDGAR”) within such
period; provided, further, that the Seller shall only to be required to deliver
financial statements for the Seller 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 the Seller, in each such case as at the close of each such period,
together with statements of income and retained earnings and, with respect to the Originator only,
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, in each case, certified by an Authorized Officer;
provided, that such information need not be furnished directly to the Collateral Agent and
the Managing Agents if it is publicly available at no charge on EDGAR within such period.




          (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; provided, that a copy of any such statement or report need not be furnished
directly to the






13









 







Collateral Agent and the Managing Agents if the same is publicly available at no charge on
EDGAR within such period.




          (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 Material Subsidiaries files with the Securities and Exchange Commission;
provided, that a copy of any such statement or report need not be furnished directly to the
Collateral Agent and the Managing Agents if the same is publicly available at no charge on EDGAR
promptly upon the filing thereof.




          (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 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 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 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 the Receivables Sale Agreement.







14









 








          (v) Defaults Under Other Agreements. The occurrence of an event of default, or event
that, with the giving of notice or passage of time or both, would result in 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 or limited liability company existence, rights, franchises and
privileges in the jurisdiction of its incorporation or formation, as the case may be, and qualify
and remain qualified in good standing as a foreign corporation or limited liability company, as the
case may be, 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



15









 




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.




     (g) Performance and Enforcement of Receivables Sale Agreement. Seller shall, and shall
require the Originator to, perform each of its obligations and undertakings under and pursuant to
the Receivables Sale Agreement, 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 Agreement. 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 Receivables Sale
Agreement 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 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 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 (to the extent covered by Article 9 of the
UCC) 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 (to the extent covered by Article 9 of the
UCC) 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 (to the extent covered by Article 9 of the UCC) 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. 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 and any Affiliates thereof and not just a division of the Originator. 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;



16









 






     (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, allocate the
compensation of such employee, consultant or agent between Seller and the Originator
on a basis that reflects the services rendered to Seller and the Originator;




     (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, 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 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 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 organizational formalities as a distinct entity, and ensure
that all corporate or limited liability company 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 otherwise readily identifiable as its own assets rather than assets of the
Originator;




     (I) prepare its financial statements, if any, separately from those of the
Originator and ensure that any consolidated financial statements of the Originator
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 the
Originator 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;



17









 






     (K) pay all of Seller’s operating expenses, if any, from the Seller’s own
assets (except for certain payments by the Originator 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 Agreement; 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 Agreement, to make payment to the Originator
for the purchase of Receivables from the Originator under the 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 organizational documents in conformity with this Agreement,
such that it does not amend, restate, supplement or otherwise modify its
organizational documents 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 Agreement, such that it does not amend, restate, supplement,
cancel, terminate or otherwise modify the Receivables Sale Agreement, or give any
consent, waiver, directive or approval thereunder or waive any default, action,
omission or breach under the 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;




     (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 date hereof by Morrison
& Foerster 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



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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 Subsidiary of
McKesson.



     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, with respect to any such name
change, change in type or jurisdiction of organization, or change in location of its books and
records, such Seller Party (x) at least thirty (30) days prior to the effective date thereof,
notifies the Collateral Agent and each Managing Agent thereof, (y) prior to the effectiveness
thereof, takes 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 and (z) except with
respect to a change in location of books and records, prior to the effectiveness thereof, 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 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, enforceability of the
Transaction Documents 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, including, without limitation, information which the Collateral Agent or any
Managing Agent may request in connection with its compliance with “know your customer” regulations,
the Patriot Act and any other rules or regulations applicable to such Person and, in the case of a
change to the Seller’s type of organization, copies of the organizational documents of the Seller
which shall contain provisions customary for bankruptcy-remote entities of such type participating
in asset-backed financings and consistent with the provisions of Section 6.1(i) and otherwise be in
form and substance reasonably acceptable to the Collateral Agent.



     (b) Change in Payment Instructions to Obligors. Except as may be required by
Collateral Agent pursuant to Section 7.2(b), such Seller Party will not add or terminate any bank
as a Collection



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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.
In the event of any change in any Lock-Box, Collection Bank or Collection Account in accordance
with this Section 6.2(b), such Seller Party shall deliver an updated Exhibit I to the Fee Letter to
the Collateral Agent.




     (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 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.



     (f) Amortization Date Determination. Seller shall not designate an Amortization Date
(as defined in the Receivables Sale Agreement), or send any written notice to Originator 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 the 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.



20









 





     (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.



     (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



21









 




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 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 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 and during the continuance 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 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.



22









 





     Section 7.5 Reports. The Servicer shall prepare and forward to each Managing Agent (a)
during a Level 1 Ratings Period, a Monthly Report on each Monthly Reporting Date; (b) during a
Level 2 Ratings Period, a Monthly Report on each Monthly Reporting Date and a Weekly Report on each
Weekly Reporting Date and (c) during a Level 3 Ratings Period, a Monthly Report on each Monthly
Reporting Date and a Daily Report on each Business Day, in each case, 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; provided, that if an Amortization Event has occurred
and is continuing, the Servicer shall prepare and forward Monthly Reports, Weekly Reports and Daily
Reports to each Managing Agent at such times as each Managing Agent shall request.



     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 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) Business 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 or any Material Subsidiary thereof to pay Indebtedness (other than any intercompany
Indebtedness) when due in excess of $100,000,000 (“Relevant Indebtedness”) and such failure
continues after the applicable grace or notice period, if any, specified in the relevant document
evidencing or governing such Indebtedness on the date of such failure; or (iii) the default by any
Seller Party or any Material Subsidiary thereof in the performance of any term, provision or
condition contained in any agreement under which any Relevant Indebtedness was created or is
governed (other than a default resulting solely from a change of control of a Subsidiary in
connection with the acquisition thereof by McKesson or a Subsidiary thereof (other than the
Seller)), 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 (iv) any Relevant
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.



23









 





     (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 Material Subsidiaries shall take 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 1.75%, or the
Loss-to-Balance Ratio shall exceed 1.50%, or the Receivables Dilution Ratio shall exceed 10.00%.



     (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) (1) Any “Amortization Event” or the “Amortization Date” shall occur under the Receivables
Sale Agreement or (2) 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 the Seller
under the 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



24









 




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, (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):



     (w) 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;



     (x) 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;



     (y) 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 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; or



     (z) any claim by any Indemnified Party against another Indemnified Party;


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.







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     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 (x) 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 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 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 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 or the 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 the
Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure
of Seller to give reasonably equivalent value in consideration of the transfer of any Receivable,
or any attempt by any Person to void such transfer under statutory provisions or common law or
equitable action;







26









 








          (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 interest (to the extent of the Purchaser
Interests contemplated hereunder) or security interest 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.



     (a) If any Regulatory Change, except for changes in the rate of tax on the overall net income
of a Funding Source or taxes excluded by Section 9.1, (i) subjects any Funding Source to any charge
or withholding on or with respect to this Agreement or any other Funding Agreement or a Funding
Source’s obligations under this Agreement or any other 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 this Agreement or any other Funding Agreement or (ii) imposes, modifies or deems
applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar
requirement against assets of, deposits with or for the account of, or liabilities of a Funding
Source, or credit extended by a Funding Source pursuant to this Agreement or any other Funding
Agreement (except the reserve requirement reflected in the LIBO Rate) or (iii) imposes any other
condition affecting this Agreement or any Funding Agreement and the result of any of the foregoing
is to increase the cost to a Funding Source of performing its obligations under this Agreement or
any other Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a
consequence of its obligations under this Agreement or any other Funding Agreement, or to reduce
the amount of any sum received or receivable by a Funding Source under this Agreement or any other
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 forty five (45) days following demand therefor
by the Collateral Agent or the relevant Managing Agent, Seller shall pay, as set forth in Section
9.2(b), such amounts charged to such Funding Source or such amounts to otherwise compensate such
Funding Source for such increased cost or such reduction; provided, that (x) Seller shall only be
liable for amounts in respect of increased costs or reduced returns for the period of up to ninety
(90) days prior to the date on which such demand was made, (y) such Funding Source shall have
applied consistent return metrics to other similarly situated borrowers or obligors (after
consideration of facility pricing, structure, usage patterns, capital treatment and relationship)
with respect to such increased costs or reduced returns and (z) to the extent that any Funding
Agreement described in this Section 9.2(a) covers facilities in addition to this Agreement, each
Conduit Purchaser or Funding Source, as the case may be, shall allocate the liability for any such
increased costs or reductions among Seller and other Persons with



27









 




whom such Conduit Purchaser or Funding Source, as the case may be, has entered into agreements
to purchase interests in or finance receivables and other financial assets (“Other
Customers”), and Seller shall not be liable for any such increased costs or reductions that are
attributable to any Other Customer. The term “Regulatory Change” shall mean (i) the
adoption after the date hereof of any applicable law, rule or regulation (including any applicable
law, rule or regulation regarding capital adequacy), or any change therein, by any governmental
authority, central bank or comparable agency charged with the interpretation or administration
thereof (each, a “Regulatory Authority”), after the date hereof, (ii) any change after the
date hereof in the interpretation or administration thereof by any Regulatory Authority, or
compliance with any request or directive (whether or not having the force of law) issued after the
date hereof by any such Regulatory Authority, or (iii) the compliance, application or
implementation, whether commenced prior to or after the date hereof, by any Funding Source with:
(a) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital
Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting
Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues,
adopted by the United States bank regulatory agencies on December 15, 2009 (the “FAS 166/167
Capital Guidelines”); (b) the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd Frank Act”); (c) the revised Basel Accord prepared by the Basel Committee on Banking
Supervision as set out in the publication titled: “International Convergence of Capital
Measurements and Capital Standards: a Revised Framework,” as updated from time to time (“Basel
II”); or (d) or any existing or future rules, regulations, guidance, interpretations, requests
or directives from any Regulatory Authority relating to the FAS 166/167 Capital Guidelines, the
Dodd-Frank Wall Street Reform and Consumer Protection Act, or Basel II (whether or not having the
force of law).




     (b) A certificate of the applicable Funding Source (or its related Managing Agent on its
behalf) claiming compensation under Section 9.2(a) shall be sent to Seller and shall be conclusive
absent manifest error; provided that such certificate (i) sets forth in reasonable detail the
amount or amounts payable to such Funding Source pursuant to paragraph (a) of this Section 9.2,
(ii) explains the methodology used to determine such amount and (iii) states that such amount is
consistent with return metrics applied in determining amounts that such Funding Source has required
other similarly situated borrowers or obligors (after consideration of facility pricing, structure,
usage patterns, capital treatment and relationship) to pay with respect to such increased costs or
reduced returns. The Seller shall pay such Funding Source (or its related Managing Agent on its
behalf) the amount as due on any such certificate on the next Settlement Date following receipt of
such notice.



     (c) Each Funding Source subject to any Regulatory Change giving rise to a demand pursuant to
Section 9.2(a), at the request of Seller, shall assign pursuant to Section 11.1(b) all of its
rights and obligations under this Agreement to (i) another Funding Source in such Funding Source’s
Purchaser Group, which is not subject to a Regulatory Change or Consolidation Event, and the
Conduit Purchasers in such Purchaser Group shall consent to such assignment (provided that such
assignee meets the requirements of Section 11.1(b)), or (ii) another financial institution selected
by Seller and reasonably acceptable to Collateral Agent.



     (d) If any Funding Source (A) has or anticipates having any claim for compensation from the
Seller pursuant to clause (iii) of the definition of Regulatory Change appearing in paragraph (a)
of this Section 9.2, and (B) such Funding Source reasonably determines, following consultation with
Seller, that having the facility evidenced by this Agreement publicly rated by two credit rating
agencies (or, if the applicable Funding Source or its related Managing Agent reasonably determines,
following consultation with Seller, that the rating of a single credit rating agency is sufficient
to achieve the same effect, by one credit rating agency) would reduce the amount of such
compensation by an amount deemed by such Funding Source to be material, then, unless the facility
evidenced by this Agreement already has been publicly rated by one or more credit rating agencies,
such Funding Source (or its related Managing Agent)



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shall provide written notice to the Seller and the Servicer that such Funding Source intends
to request such public rating(s) of this facility from two credit rating agencies (or one credit
rating agency, as applicable) selected by such Funding Source and acceptable to the Seller in its
sole discretion (the “Required Rating(s)”). The Seller and the Servicer agree that they
shall cooperate with such Funding Source’s efforts to obtain the Required Rating(s), and shall use
commercially reasonable efforts to provide the applicable credit rating agencies (or credit rating
agency, as applicable), either directly or through distribution to the Collateral Agent or such
Funding Source (or its related Managing Agent), any information (subject to the agreement of each
applicable credit rating agency to maintain the confidentiality of any information so provided
which relates to any Obligor) requested by such credit rating agencies (or credit rating agency, as
applicable) for purposes of providing and monitoring the Required Rating(s); provided that neither
failure to obtain the Required Rating(s) nor failure to have the facility rated (to the extent that
Seller has acted in good faith to attempt to obtain such rating) shall constitute an Event of
Default or early amortization event. The requesting Funding Source shall pay the initial fees
payable to the credit rating agencies (or credit rating agency, as applicable) for providing the
rating(s) and Seller shall pay all ongoing fees payable to the credit rating agencies (or credit
rating agency, as applicable) for their continued monitoring of the rating(s). Nothing in this
Section 9.2(d) shall preclude any Funding Source from demanding compensation from the Seller
pursuant to Section 9.2(a) hereof at any time and without regard to whether the Required Rating(s)
shall have been obtained, or shall require any Funding Source to obtain any ratings on the facility
evidenced by this Agreement prior to demanding any such compensation from the Seller; provided,
however, in demanding such compensation the applicable Funding Source shall take into account and
give effect to any reduction in amounts payable under Section 9.2(a) due to the Required Rating(s)
having been obtained.




     Section 9.3 Other Costs and Expenses. Seller shall pay to the Collateral Agent, the
Managing Agents and the Conduit Purchasers 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, all rating agency fees, costs and expenses incurred by any Conduit Purchaser or
Managing Agent, the cost of the Conduit Purchasers’ auditors auditing the books, records and
procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Conduit
Purchasers, the Managing Agents and the Collateral Agent (which such counsel may be employees of
the Conduit Purchasers, the Managing Agents or the Collateral Agent) with respect thereto and with
respect to advising the Conduit Purchasers, 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 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



29









 




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
JPMorgan Chase 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 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



30









 




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 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



31









 




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
“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.



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     Section 10.9 Collateral Agent as Secured Party Representative. The parties hereto
acknowledge that the Collateral Agent has been granted a collateral assignment of, and security
interest in, all of Seller’s rights under the Receivables Sale Agreement, including without
limitation its rights as secured party or buyer with respect to assets transferred or pledged
thereunder. In connection with such assignment, Seller hereby authorizes the Collateral Agent to
be named as secured party of record, on Seller’s behalf and as Seller’s secured party
representative, with respect to all UCC financing statements filed in connection with the
Receivables Sale Agreement. Collateral Agent hereby acknowledges and agrees that it is acting as
Seller’s secured party representative for purposes of perfection in being named as secured party of
record on such financing statements.



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 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 VI 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



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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 Facility 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 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 VII hereto (a “Joinder Agreement”) by the members of such proposed additional
Purchaser Group, the Seller, the Servicer and the Collateral 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



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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 Collateral 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.



     Section 11.4 Extension of Facility Termination Date. The Seller may advise any
Managing Agent in writing of its desire to extend the Facility 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 Facility 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 Facility 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 Facility 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 Facility Termination Date or (b) is in a Purchaser Group with
respect to which the Seller did not seek an extension of the Facility 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 Facility 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 Facility 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
Facility 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



35









 




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 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 Facility 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 this Agreement, (G) change the
definition of “Concentration Limit,” “Defaulted Receivables,” “Default Proxy Ratio,” “Delinquency






36









 







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 facsimile numbers set forth below:



     If to the Seller:


CGSF Funding Corporation

One Post Street

San Francisco, California 94104

Fax: (415) 983-9369




     If to the Servicer:


McKesson Corporation

One Post Street

San Francisco, California 94104

Fax: (415) 983-9369




     If to the Collateral Agent:


JPMorgan Chase Bank, N.A.

Asset Backed Securities

10 South Dearborn Street

Suite IL1-0079

Chicago, IL 60670

Fax: (312) 732-4487




     If to any Managing Agent:


The address set forth on Schedule B hereto




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     If to any Purchaser:



          The address of the related Managing Agent set forth on Schedule B hereto



or, in each case, 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; 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 or security 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
(which financing statements may include a description of collateral consistent with Section
12.14(b) or may contain an indication or description of collateral that describes such property in
any other manner as the Collateral Agent may determine, in its sole discretion, is necessary,
advisable or prudent to



38









 




ensure that the perfection of the interests of the Collateral Agent therein, including,
without limitation, describing such property as “all assets of the Debtor whether now owned or
hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof”
or words of similar effect) 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).



     (b) The Collateral Agent, each Managing Agent and each Purchaser shall maintain and shall
cause each of its employees and officers to maintain the confidentiality of any material nonpublic
information with respect to the Seller Parties (the “Information”); provided, that each
Seller Party hereby consents to the disclosure of Information (i) to the Collateral Agent, the
Managing Agents, the Committed Purchasers or the Conduit Purchasers by each other and (ii) by the
Collateral Agent, any Managing Agent or any Purchaser to: (A) any prospective or actual assignee or
participant of any of them, provided, that each such Person has been informed of the confidential
nature of such Information and has agreed, pursuant to an agreement containing provisions
substantially similar to this Section, to keep such Information confidential, (B) any rating agency
then rating the Commercial Paper of any Conduit Purchaser and any nationally recognized statistical
rating organization in compliance with Rule 17g-5 under the Securities Exchange Act of 1934, as
amended (or to any other rating agency in compliance with any similar rule or regulation in any
relevant jurisdiction, provided that such other rating agency is bound by confidentiality
obligations no less stringent than those required under such Rule 17g-5), (C) any Commercial Paper
dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Conduit Purchaser
or any entity organized for the purpose of purchasing, or making loans secured by, financial assets
for which any Managing Agent or one of its Affiliates acts as the administrator, administrative
agent or collateral agent, provided, that each such Person has been informed of the confidential
nature of such Information and has agreed to keep such Information confidential, (D) any officers,
directors, employees, outside accountants and attorneys of the Collateral Agent, any Managing Agent
or any Purchaser (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), or (E) 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); provided, that to the extent permitted by applicable law or regulation, each of the
Collateral Agent, each Managing Agent and each Purchaser agrees to notify the Seller Parties prior
to (if reasonably practicable) or concurrently with its disclosure of such Information pursuant to
Section 12.5(b)(i)(A) or Section 12.5(b)(i)(E) of this Agreement. Each of the Collateral Agent,
each Managing Agent and each Purchaser acknowledges that it has developed compliance procedures
regarding the use of material nonpublic information in accordance with applicable law, including
United States federal and state securities laws.



39









 





     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 but
shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in
Section 101 of the Federal Bankruptcy Code) of any such party shall be subordinated to the payment
in full of all obligations of such Conduit Purchaser in respect of Commercial Paper. 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, incorporator, trustee, grantor, noteholder, member, manager or agent 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 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 OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW) 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



40









 




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.



     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.



41









 





     Section 12.13 Agent Roles.



     (a) JPMorgan Chase Roles. Each of the Committed Purchasers acknowledges that JPMorgan
Chase acts, or may in the future act, (i) as administrative agent or administrative trustee 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 “JPMorgan Chase Roles”). Without limiting the generality
of this Section 12.13(a), each Committed Purchaser hereby acknowledges and consents to any and all
JPMorgan Chase Roles and agrees that in connection with any JPMorgan Chase Role, JPMorgan Chase may
take, or refrain from taking, any action that it, in its discretion, deems appropriate, including,
without limitation, in its role as administrative agent or administrative trustee 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 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 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 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 Agreement 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. The Seller represents and
warrants that each remittance of



42









 




Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been
(i) in payment of a debt incurred in the ordinary course of its business or financial affairs and
(ii) made in the ordinary course of its business or financial affairs.




     Section 12.15 Amendment and Restatement; Consent to Amendment of Receivables Sale
Agreement. 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. By its signature hereto, the Collateral Agent and each Managing Agent consents
to the terms of (1) the Third Amended and Restated Receivables Sale Agreement of even date herewith
between McKesson Corporation, as seller and the Seller, as buyer and (2) the Reaffirmation,
Termination and Assignment Agreement of even date herewith among California Golden State Finance
Company, the Originator and the Seller.



     Section 12.16 Federal Reserve. Notwithstanding any other provision of this Agreement
to the contrary, any Committed Purchaser may at any time pledge or grant a security interest in all
or any portion of its rights (including, without limitation, any Purchaser Interest and any rights
to payment of Capital and Yield) under this Agreement to secure obligations of such Committed
Purchaser to a Federal Reserve Bank, without notice to or consent of the Seller or the Collateral
Agent; provided that no such pledge or grant of a security interest shall release a Committed
Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for such
Committed Purchaser as a party hereto.



     Section 12.17 USA PATRIOT Act. Each Committed Purchaser that is subject to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Patriot Act”) hereby notifies the Seller Parties that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies each Seller Party, which information includes the name and address of each Seller Party
and other information that will allow such Committed Purchaser to identify each Seller Party in
accordance with the Patriot Act.




43











 





     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/ Nicholas A. Loiacono	 	 
	 

	 	Name:
	 	 

Nicholas A. Loiacono
	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	McKESSON CORPORATION,	 	 
	 	 	as the Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Willie C. Bogan	 	 
	 

	 	Name:
	 	 

Willie C. Bogan
	 	 
	 

	 	Title:
	 	Secretary	 	 






Signature Page to Fourth Amended and

Restated Receivables Purchase Agreement




1









 





	 	 	 	 	 	 	 

	 	 	JUPITER SECURITIZATION COMPANY LLC (as successor
in interest to JS SILOED TRUST),
as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 	 	By: JPMorgan Chase Bank, N.A., not in its
individual capacity but solely as administrative
trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Corina Mills	 	 
	 

	 	Name:
	 	 

Corina Mills
	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	as a Committed Purchaser, a Managing Agent	 	 
	 	 	and as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Corina Mills	 	 
	 

	 	Name:
	 	 

Corina Mills
	 	 
	 

	 	Title:
	 	Executive Director	 	 






Signature Page to Fourth Amended and

Restated Receivables Purchase Agreement




2









 





	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as a Committed Purchaser and a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nina Austin	 	 
	 

	 	Name:
	 	 

Nina Austin
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Fourth Amended and

Restated Receivables Purchase Agreement




3









 





	 	 	 	 	 	 	 

	 	 	LIBERTY STREET FUNDING LLC,	 	 
	 	 	as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jill A. Russo	 	 
	 

	 	Name:
	 	 

Jill A. Russo
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,	 	 
	 	 	as a Committed Purchaser and as Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Mathews	 	 
	 

	 	Name:
	 	 

John Mathews
	 	 
	 

	 	Title:
	 	Director-Corporate Banking	 	 






Signature Page to Fourth Amended and

Restated Receivables Purchase Agreement




4









 





	 	 	 	 	 	 	 

	 	 	GOTHAM FUNDING CORPORATION,	 	 
	 	 	as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frank B. Bilotta	 	 
	 

	 	Name:
	 	 

Frank B. Bilotta
	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,	 	 
	 	 	NEW YORK BRANCH,	 	 
	 	 	as a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Aditya Reddy	 	 
	 

	 	Name:
	 	 

Aditya Reddy
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,	 	 
	 	 	NEW YORK BRANCH,	 	 
	 	 	as a Committed Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Danielson	 	 
	 

	 	Name:
	 	 

Thomas Danielson
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Signature Page to Fourth Amended and

Restated Receivables Purchase Agreement




5









 





	 	 	 	 	 	 	 

	 	 	NIEUW AMSTERDAM RECEIVABLES	 	 
	 	 	CORPORATION, as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Damian Perez	 	 
	 

	 	Name:
	 	 

Damian Perez
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	COOPERATIEVE CENTRALE RAIFFEISEN-	 	 
	 	 	BOERENLEENBANK B.A., “RABOBANK	 	 
	 	 	INTERNATIONAL”, NEW YORK BRANCH,	 	 
	 	 	as a Committed Purchaser and a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Izumi Fukushima	 	 
	 

	 	Name:
	 	 

Izumi Fukushima
	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher Lew	 	 
	 

	 	Name:
	 	 

Christopher Lew
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Fourth Amended and

Restated Receivables Purchase Agreement




6









 





	 	 	 	 	 	 	 

	 	 	MARKET STREET FUNDING LLC,	 	 
	 	 	as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Doris J. Hearn	 	 
	 

	 	Name:
	 	 

Doris J. Hearn
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION	 	 
	 	 	as a Committed Purchaser and as Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dale Stein	 	 
	 

	 	Name:
	 	 

Dale Stein
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Signature Page to Fourth Amended and

Restated Receivables Purchase Agreement




7









 





	 	 	 	 	 	 	 

	 	 	BRYANT PARK FUNDING LLC,	 	 
	 	 	as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Damian Perez	 	 
	 

	 	Name:
	 	 

Damian Perez
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC SECURITIES (USA), INC.,	 	 
	 	 	as a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Wainwright	 	 
	 

	 	Name:
	 	 

Robert Wainwright
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK PLC,	 	 
	 	 	as a Committed Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ P. Florence	 	 
	 

	 	Name:
	 	 
P. Florence	 	 
	 

	 	Title:
	 	Global Relationship Manager	 	 






Signature Page to Fourth Amended and

Restated Receivables Purchase Agreement




8









 





	 	 	 	 	 	 	 

	 	 	FIFTH THIRD BANK,	 	 
	 	 	as a Committed Purchaser and as Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew D. Jones	 	 
	 

	 	Name:
	 	 

Andrew D. Jones
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Fourth Amended and

Restated Receivables Purchase Agreement




9









 





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 (other than
Permitted Liens).



     “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.



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



     “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 (x) by a Purchaser that is a member of a Bank Funding Purchaser Group, the rate per annum
set forth in the Fee Letter and (y) by a Purchaser that is a member of a CP Funding Purchaser
Group, 2.00% per annum.



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



I-1









 





     “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 Funding Purchaser Group” means, each Purchaser Group listed on Schedule A hereto
as a “Bank Funding Purchaser Group”, or in any Assignment Agreement or Joinder Agreement as a “Bank
Funding Purchaser Group”, or which has been designated in writing to the Seller and the Agent as a
“Bank Funding Purchaser Group” by the Managing Agent thereof with the written approval of the
Seller (which approval shall not be unreasonably withheld).



     “Base Rate” means a fluctuating interest rate per annum as shall be in effect from
time to time, which rate shall at all times be equal to the highest of: (i) the Prime Rate, (ii)
the Federal Funds Rate plus 0.50% and (iii) the LIBO Rate for a Tranche Period of one month.



     “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 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 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.



     “Business Day” means any day on which banks are not authorized or required to close in
New York, New York, 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.



     “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 (other than any such acquisition
which occurs as part of a transaction consisting of (x) McKesson becoming a wholly owned subsidiary
of a holding company and (y) the holders of the voting stock of such holding company immediately
following such transaction are substantially the same as the holders of McKesson’s voting stock
immediately prior to such transaction)



I-2









 




and (ii) with respect the Seller, McKesson’s failure to directly own 100% of the issued and
outstanding capital stock of the Seller.




     “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 I to the Fee Letter (as updated from time to time by written notice to the Collateral
Agent pursuant to Section 6.2(b)).



     “Collection Account Agreement” means an 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 attached to, or
otherwise conforming the requirements set forth in, the applicable Collection Account Agreement,
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” means, as to any Purchaser Group, each of the financial
institutions listed on Schedule A hereto as a “Committed Purchaser” for such Purchaser Group, or in
any Assignment Agreement or Joinder Agreement as a “Committed Purchaser” for the applicable
Purchaser Group, together with its respective successors and permitted assigns.



     “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” means, as to any Purchaser Group, each of the Persons listed on
Schedule A hereto as a “Conduit Purchaser” for such Purchaser Group, or in any Assignment Agreement
or Joinder Agreement as a “Conduit Purchaser” for the applicable Purchaser Group, together with its
respective successors and permitted assigns. For purposes of this Agreement and each other
Transaction Document,



I-3









 




the term “Conduit Purchaser” shall, as the context may require, include and be a reference to
(i) any Person that acquires or maintains, directly or indirectly, an interest in a Purchaser
Interest hereunder and/or (ii) any Person that issues promissory notes in the commercial paper
market to enable a Person described in clause (i) hereof to acquire and maintain an interest in a
Purchaser Interest hereunder that is administered by the same Managing Agent as a Person described
in clause (i) hereof.




     “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.



     “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 Funding Purchaser Group” means, each Purchaser Group listed on Schedule A hereto
as a “CP Funding Purchaser Group”, or in any Assignment Agreement or Joinder Agreement as a “CP
Funding Purchaser Group”, or which has been designated in writing to the Seller and the Agent as a
“CP Funding Purchaser Group” by the Managing Agent thereof with the written approval of the Seller
(which approval shall not be unreasonably withheld).



     “CP Rate” means, with respect to a Conduit Purchaser for any Tranche Period, the per
annum rate equivalent to the weighted average cost (as determined by the related 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 such Conduit Purchaser, other borrowings by such Conduit
Purchaser (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 such Conduit Purchaser or its Managing
Agent to fund or maintain its Purchaser Interests during such Tranche Period; provided, however,
that if any component of such rate is a discount rate, in calculating the “CP Rate” for such
Conduit Purchaser for such Purchaser Interest for such Tranche Period, such Conduit Purchaser shall
for such component use the rate resulting from converting such discount rate to an interest-bearing
equivalent rate per annum.



     “Credit and Collection Policy” means Seller’s credit and collection policies and
practices relating to Contracts and Receivables existing on, and provided to the Collateral Agent
and the Managing Agents on or prior to, the Effective Date, as modified from time to time in
accordance with this Agreement.



     “Daily Report” means a report, in form and substance mutually acceptable to the Seller
and the Managing Agents (appropriately completed), furnished by the Servicer to the Managing Agents
on each Business Day pursuant to Section 7.5, reflecting information for the second Business Day
immediately preceding such Business Day.



     “Debt Rating” means, with respect to any Person at any time, the then current rating
by S&P or Moody’s of such Person’s long-term public senior unsecured unsubordinated non-credit
enhanced debt.



     “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 (i) to have received a
Collection of a Receivable, to the extent of the applicable reduction, if at any time 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



I-4









 




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) to have received a Collection in full of a Receivable if at any time 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 one (91) 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 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 one (61) days or more from the original due date for such payment.



     “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 sum of (x) the aggregate of all Receivables generated
during the most recently ended Collection Period and (y) the product of 0.5 and the aggregate of
all Receivables generated during the previous Collection Period by (ii) the Net Receivables Balance
as of 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 the previous Collection Period.



I-5









 





     “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 Net Receivables Balance 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 = [(2.25 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.



     “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 volume rebates).



     “Effective Date” means May 18, 2011.



I-6









 





     “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,




     (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 which has been 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 the Originator to the Seller, and



I-7









 






     (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.



     “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 the product of (i) 66.67% and (ii) the product of (A) the Loss
Reserve Floor at such time and (B) the Net Receivables Balance as at the last day of the most
recently ended Collection Period.



     “Facility Termination Date” means May 16, 2012, as such date may be extended from time
to time pursuant to, and in accordance with, Section 11.4 of this Agreement.



     “Federal Bankruptcy Code” means Title 11, United States Code (Bankruptcy), as now
and/or hereinafter in effect, or any successor thereto.



     “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 at approximately 10:30 a.m. (Chicago time) for such day on such
transactions received by the Collateral Agent from three federal funds brokers of recognized
standing selected by it.



     “Fee Letter” means that certain Tenth 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.



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



     “Government Receivables Limit” means (a) during a Level 1 Ratings Period, the Standard
Concentration Limit or (b) during a Level 2 Ratings Period or a Level 3 Ratings Period, $0.



I-8









 





     “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.



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



     “Level 1 Ratings Period” means any period of time during which McKesson has two of the
following Debt Ratings: (i) BBB- or higher by S&P, (ii) Baa3 or higher by Moody’s or (iii) BBB- or
higher by Fitch.



     “Level 2 Ratings Period” means any period of time, other than a Level 1 Ratings
Period, during which McKesson has two of the following Debt Ratings (i) BB or higher by S&P, (ii)
Ba2 or higher by Moody’s or (iii) BB or higher by Fitch.



     “Level 3 Ratings Period” means any period of time other than a Level 1 Ratings Period
or a Level 2 Ratings Period.



     “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 any Committed Purchaser in a CP Funding Purchaser Group, for any Tranche
Period, the rate per annum equal to the sum of (i) (x) a rate of interest determined by a Managing
Agent equal to the offered rate for deposits in Dollars, with a maturity comparable to such Tranche
Period, appearing on Reuters Screen LIBOR01 (or any such screen as may replace such screen on such
service or any successor to or substitute for such service, providing rate quotations comparable to
those currently provided by such service, as determined by the related Managing Agent from time to
time for purposes of providing quotations of interest rates applicable to deposits in Dollars in
the London interbank market) at approximately 11:00 a.m., London time, on the second Business Day
before the first day of such Tranche Period. In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” for such Tranche Period shall be the rate at which
deposits in Dollars in a principal amount which approximates the portion of the Capital of the
Purchaser Interest to be funded or maintained (but not less than $1,000,000) and for a maturity
comparable to such Tranche Period are offered by the related Reference Bank in immediately
available funds in the London interbank market at



I-9









 




approximately 11:00 a.m., London time, on the second Business Day before (and for value on)
the first day of such Tranche Period, divided by (y) one minus the reserve
percentage applicable two Business Days before the first day of such Tranche Period under
regulations issued from time to time by the Board of Governors of the Federal Reserve System (or
any successor) (or, if more than one such percentage shall be applicable, the daily average of such
percentages for those days in such Tranche Period during which any such percentage shall be so
applicable) for determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities (or with respect to any other category
of liabilities that includes deposits by reference to which the interest rate on Eurocurrency
Liabilities is determined) having a term equal to such Tranche Period plus (ii) the
Applicable Margin, rounded, if necessary, to the next higher 1/16 of 1%; or




     (B) with respect to any Committed Purchaser in a Bank Funding Purchaser Group, on any day
during a Tranche Period, the rate per annum equal to the sum of (i) LMIR for such day plus
(ii) the Applicable Margin, rounded, if necessary, to the next higher 1/16 of 1%.



     “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.



     “LMIR” means, for any day, the one-month “Eurodollar Rate” for deposits in Dollars as
reported on Reuters Screen LIBOR01 Page or any other page that may replace such page from time to
time for the purpose of displaying offered rates of leading banks for London interbank deposits in
United States dollars, as of 11:00 a.m. (London time) on such date, or if such day is not a
Business Day, then the immediately preceding Business Day (or if not so reported, then as
determined by the relevant Managing Agent from another recognized source for interbank quotation),
in each case, changing when and as such rate changes.



     “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 I to the Fee Letter (as updated from time to time by
written notice to the Collateral Agent pursuant to Section 6.2(b)).



     “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 four and one-half most recently ended Collection Periods by (ii) the Net Receivables
Balance 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) the Loss
Reserve Floor at such time and (ii) the Loss Reserve Ratio then in effect times (y) the Net
Receivables Balance as of the close of business on the immediately preceding Business Day.



     “Loss Reserve Floor” means 29%.



     “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.



I-10









 





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



	 	 	 	 	 	 	 

	 

	 	LRR
	 	=
	 	2.25 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” means, as to any Purchaser Group, each of the Persons listed on
Schedule A hereto as a “Managing Agent” for such Purchaser Group, or in any Assignment Agreement or
Joinder Agreement as a “Managing Agent” for the applicable Purchaser Group, together with its
respective successors and permitted assigns.



     “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 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 provided to the Collateral
Agent and the Managing Agents on the Effective Date or such other form as has been approved by the
Collateral Agent and the Managing Agents in writing, appropriately completed and furnished by the
Servicer to the Managing Agents pursuant to Section 7.5.



     “Monthly Reporting Date” means the fifteenth (15) day of each month, or, if such day
is not a Business Day, the next succeeding Business Day.



I-11









 





     “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 and (iii) the aggregate amount by which the Outstanding Balance of
all Extended Term Receivables exceeds the Extended Term Receivables Limit.



     “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.



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



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



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



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



     “Patriot Act” shall have the meaning set forth in Section 12.17.



     “Permitted Liens” means liens, security interests, charges or encumbrances, or other
rights or claims in, of or on any Person’s assets or properties (i) in favor of Collateral Agent or
any Managing Agent or Purchaser, (ii) for taxes, fees, assessments or other governmental charges or
levies, either not delinquent or being contested in good faith by appropriate proceedings, (iii) of
materialmen, mechanics, warehousemen, carriers or employees or other similar Adverse Claims arising
by operation of law and securing obligations either not delinquent or being contested in good faith
by appropriate proceedings, (iv) consisting of deposits or pledges to secure the performance of
bids, trade contracts, leases, public or statutory obligations, or other obligations of a like
nature incurred in the ordinary course of business (other than for indebtedness), and (v) on
deposit accounts (and the contents thereof), in favor of the financial institution at which such
account is located, arising pursuant to such financial institution’s standard terms and conditions
governing such account.



     “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.



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



I-12









 





     “Prime Rate” means, with respect to any Purchaser Group, the rate of interest
announced publicly by the related Reference Bank from time to time as its prime or base rate (such
rate not necessarily being the lowest or best rate charged by such Reference Bank).



     “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 $1,350,000,000.



     “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
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 either (x) one or more Conduit
Purchasers, the related Committed Purchasers and the related Managing Agent or (y) one or more
Committed Purchasers and the related 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-13









 








     “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 sum of (A) the aggregate amount of Dilutions plus (B) an amount
equal to the product of (x) 2.0% and (y) the aggregate Outstanding Balance of all Receivables (net
of volume rebates) plus (C) the amount of 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 that certain Third Amended and Restated Receivables
Sale Agreement, dated as of May 18, 2011, between the Originator and the Seller (as amended,
restated, supplemented or otherwise modified and in effect from time to time).



     “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.



     “Reference Bank” means, with respect to any Purchaser Group at any time, the Committed
Purchaser or Managing Agent in such Purchaser Group designated by the related Managing Agent to be
the “Reference Bank” for such Purchaser Group.



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



     “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,



I-14









 






     (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
Agreement 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, with respect to any Incremental Purchase or Aggregate
Reduction, no later than 12:00 noon (Chicago time) on the Business Day immediately prior to the
Business Day on which such Incremental Purchase or Aggregate Reduction, as applicable, is to occur.



     “Revolving Credit Agreement” means that certain Amended and Restated Credit Agreement,
dated as of June 8, 2007 among McKesson and McKesson Canada Corporation, as Borrowers, Bank of
America, N.A., as Administrative Agent, Bank of America, N.A. (acting through its Canada branch),
as Canadian Administrative Agent, JPMorgan Chase and Wachovia Bank, N.A., as Co-Syndication Agents,
Wachovia Bank, N.A., as L/C Issuer, Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Seattle
Branch, as Co-Documentation Agents, the other Lenders party thereto and Banc of America Securities
LLC, as sole Lead Arranger and sole Book Manager (as amended, restated, supplemented or otherwise
modified from time to time) providing a five year revolving credit facility in favor of McKesson.



     “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services
LLC business.



     “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.



     “Servicer Default” means any Amortization Event occurring with respect to the
Servicer.



     “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.



     “Special Concentration Limit” means, at any time, with respect to any Special Obligor
(together with its Affiliates or subsidiaries), the product of (i) the applicable percentage set
forth below corresponding to Moody’s and S&P short-term debt ratings for such Special Obligor at
such time or such



I-15









 




percentage as may be otherwise set forth below with respect to such Special Obligor and (ii)
the Net Receivables Balance at such time:




Special Obligors with ratings at or above:




	 	 	 	 	 	 	 	 	 
	S&P Rating	 	 	 	Moody’s Rating	 	Percentage	 
	A-1+
	 	and	 	P-1	 	 	14.50	%
	A-1
	 	and	 	P-1	 	 	9.57	%
	A-2 or lower or unrated
	 	and	 	P-2 or lower or unrated	 	 	7.25	%





provided, that notwithstanding the foregoing grid:




     (a) (i) for so long as the short-term public debt rating of CVS/Caremark Corporation from S&P
is “A-2” or higher and “P-2” or higher from Moody’s, the Special Concentration Limit for
CVS/Caremark Corporation shall be 14.50%, (ii) for so long as the short-term public debt rating of
CVS/Caremark Corporation is “A-3” from S&P and “P-3” from Moody’s, the Special Concentration Limit
for CVS/Caremark Corporation shall be 9.57% and (iii) for so long as the short-term public debt
rating of CVS/Caremark Corporation is below “A-3” from S&P or below “P-3” from Moody’s or for so
long as CVS/Caremark Corporation is unrated by either S&P or Moody’s, the Special Concentration
Limit for CVS/Caremark Corporation shall be 7.25%;



     (b) (i) for so long as the short-term public debt rating of Safeway Inc. from S&P is “A-3” or
higher and from Moody’s is “P-3” or higher, the Special Concentration Limit for Safeway Inc. shall
be the product of (x) 9.57% and (y) the Net Receivables Balance at such time and (ii) for so long
as the short-term public debt rating of Safeway Inc. is below “A-3” from S&P or below “P-3” from
Moody’s, or if the public debt of Safeway Inc. is unrated by either of Moody’s or S&P, the Standard
Concentration Limit shall apply to such Obligor;



     (c) for so long as the short-term public debt rating of Wal-Mart Stores, Inc. from S&P is
“A-1+” or higher and from Moody’s is “P-1” or higher, the Special Concentration Limit for Wal-Mart
Stores, Inc. shall be the product of (x) 21.75% and (y) the Net Receivables Balance at such time;
and


provided, further, that any Managing Agent may, upon not less than five (5)
Business Days’ notice to Seller, cancel or reduce any Special Concentration Limit. In the event
that any Special Obligor is or becomes an Affiliate of another Special Obligor, the Special
Concentration Limit for such Special Obligors shall be calculated as if such Obligors were a single
Obligor in the same manner as contemplated under the definition of “Concentration Limit”.




     “Special Obligor” means Wal-Mart Stores, Inc., CVS/Caremark Corporation, Target
Corporation, Walgreen Co., Safeway, Inc. 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, the product of (i) 4.35% and (ii) the Net Receivables Balance at such time.



     “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 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.



I-16









 




Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a
Subsidiary of Seller.




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



     “Terminating Tranche” has the meaning set forth in Section 3.3(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.



     “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, the difference of (i) all “Indebtedness” (as such
term is defined in the Revolving Credit Agreement) of the Originator and its Subsidiaries
determined on a consolidated basis minus (ii) all such “Indebtedness” comprised of the
Indebtedness incurred by the Seller under the Transaction Documents.



     “Tranche Period” means, with respect to any Purchaser Interest held by a Committed
Purchaser:




(a) if Yield for such Purchaser Interest is calculated on the basis of the LIBO Rate, (x)
with respect to a Committed Purchaser in a CP Funding Purchaser Group, 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 (y) with respect to a Committed Purchaser in a
Bank Funding Purchaser Group, each Accrual Period; or




(b) 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 Agreement, each Collection Account Agreement, the Fee Letter, each Liquidity



I-17









 




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.



     “Weekly Report” means a report, in form and substance mutually acceptable to the
Seller and the Managing Agents (appropriately completed), furnished by the Servicer to the Managing
Agents on each Weekly Reporting Date pursuant to Section 7.5, reflecting information for the seven
(7) day period ending on the day immediately preceding such Weekly Reporting Date.



     “Weekly Reporting Date” means each Wednesday (or if such day is not a Business Day,
the next succeeding Business Day).



     “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-18









 





EXHIBIT II




FORM OF PURCHASE NOTICE



[Date]


[Insert Names and Addresses of Managing Agents]



Re: Purchase Notice



Ladies and Gentlemen:




     The undersigned refers to the Fourth Amended and Restated Receivables Purchase Agreement,
dated as of May 18, 2011 (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 JPMorgan Chase Bank, N.A., 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 gives
effect to the applicable Required Notice Period.[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






 




			
	1	 	“Required Notice Period” means, with respect
to any Incremental Purchase or Aggregate Reduction, no later than 12:00 noon
(Chicago time) on the Business Day immediately prior to the Business Day on
which such Incremental Purchase or Aggregate Reduction, as applicable, is to
occur.




II-1









 










          (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%.







II-2









 








	 	 	 	 	 
	 	Very truly yours,



CGSF FUNDING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




II-3









 





EXHIBIT II-A




FORM OF REDUCTION NOTICE



[Date]


[Insert Names of Managing Agents]




     Re:      Reduction Notice



Ladies and Gentlemen:




     Reference is hereby made to the Fourth Amended and Restated Receivables Purchase Agreement,
dated as of May 18, 2011, 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
JPMorgan Chase Bank, N.A., 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: [2]
	 	 	[            ]	 






     The Aggregate Reduction will be made in available funds (by 12:00 noon New York City time) to:
[Insert Names and Wiring Instructions for Managing Agents]



     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:  	 	 
	 





 




			
	2	 	“Required Notice Period” means, with respect
to any Incremental Purchase or Aggregate Reduction, no later than 12:00 noon
(Chicago time) on the Business Day immediately prior to the Business Day on
which such Incremental Purchase or Aggregate Reduction, as applicable, is to
occur.




II-A-1









 










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	 	One Post Street
	 
	 	San Francisco CA 94104	 	San Francisco, CA 94104
	Location of Records
	 	One Post Street	 	One Post Street
	 
	 	San Francisco, CA 94104	     	San Francisco, CA 94104
	 
	 	Customer and Financial Services	 	Customer and Financial Services
	 
	 	1220 Senlac Drive	 	1220 Senlac Drive
	 
	 	Carrollton, TX 75006	 	Carrollton, TX 75006
	FEIN
	 	94-3269972	 	94-3207296







III-1









 





EXHIBIT IV




[RESERVED.]



IV-1









 





EXHIBIT V




FORM OF COMPLIANCE CERTIFICATE


To: [Insert Names of Managing Agents]




          This Compliance Certificate is furnished pursuant to that certain Fourth Amended and Restated
Receivables Purchase Agreement dated as of May 18, 2011 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 JPMorgan Chase Bank, N.A., 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:



     [describe event(s)]



     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-1









 





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-2









 





EXHIBIT VI




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 Fourth Amended and Restated Receivables Purchase Agreement dated as of May
18, 2011 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 JPMorgan Chase Bank,
N.A., 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.



     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



VI-1









 




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, 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.



VI-2









 





     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.



     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:  	 	 
	 




VI-3












 





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
	 	 	Commitment	 	Commitment	 	Outstanding	 	 
	Seller	 	[existing]	 	[revised]	 	Capital (if any)	 	Ratable Share
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	A-1	 	B-1	 	B-2
	 	 	Commitment	 	Outstanding	 	 
	Purchaser	 	[initial]	 	Capital (if any)	 	Ratable Share
	 
	 	 	 	 	 	 




The Assignee is a member of a [Bank][CP] Funding Purchaser Group.




Address for Notices

__________

__________

Attention:

Phone:

Fax:




VI-4









 





SCHEDULE II TO ASSIGNMENT AGREEMENT




EFFECTIVE NOTICE




			
	TO:	 	__________, Seller

____________________

____________________

____________________






			
	TO:	 	__________, Purchaser

____________________

____________________

____________________





     The undersigned, as Collateral Agent under the Fourth Amended and Restated Receivables
Purchase Agreement dated as of May 18, 2011 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 JPMorgan Chase Bank, N.A., 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.



VI-5









 





     [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,




JPMORGAN CHASE BANK, N.A., individually and as

Collateral Agent [and a Managing Agent]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 








VI-6









 








EXHIBIT VII




FORM OF JOINDER AGREEMENT




     Reference is made to the Fourth Amended and Restated Receivables Purchase Agreement dated as
of May 18, 2011 (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 JPMorgan Chase Bank, N.A., 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.



     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.



VII-1









 





     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.



VII-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 [___].



     The New Purchaser Group is a [Bank][CP] Funding Purchaser Group.


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]






VII-3









 





Consented to this ___ day of __________, 20___ by:




CGSF FUNDING CORPORATION

     as Seller




By: ______________________

Name:

Title:




MCKESSON CORPORATION

     as Servicer




By: ______________________

Name:

Title:




JPMORGAN CHASE BANK, N.A., as Collateral Agent




By: ______________________

Name:

Title:




[SIGNATURE BLOCK FOR EACH MANAGING AGENT]

     as A Managing Agent








VII-4









 








SCHEDULE A




PURCHASER GROUPS AND COMMITMENTS



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Purchaser
	 	 	Conduit	 	Purchaser	 	Committed	 	 	 	 	 	Group
	Purchaser Group	 	Purchaser(s)	 	Group Type	 	Purchaser(s)	 	Commitment	 	Limit
	JPMorgan
Purchaser Group

	 	Jupiter
Securitization
Company LLC
	 	CP Funding
Purchaser Group
	 	JPMorgan Chase Bank,
N.A.
	 	$	250,000,000	 	 	$	250,000,000	 
	Scotia Purchaser
Group

	 	Liberty Street
Funding LLC
	 	CP Funding
Purchaser Group
	 	The Bank of Nova Scotia
	 	$	200,000,000	 	 	$	200,000,000	 
	Rabobank Purchaser
Group

	 	Nieuw Amsterdam
Receivables
Corporation
	 	CP Funding
Purchaser Group
	 	Cooperatieve Centrale
Raiffeisen-
Boerenleenbank B.A.,
“Rabobank
International”, New
York Branch
	 	$	150,000,000	 	 	$	150,000,000	 
	BTMU Purchaser Group

	 	Gotham Funding
Corporation
	 	CP Funding
Purchaser Group
	 	The Bank of
Tokyo-Mitsubishi UFJ
Ltd., New York Branch
	 	$	200,000,000	 	 	$	200,000,000	 
	Bank of America
Purchaser Group

	 	N/A
	 	Bank Funding
Purchaser Group
	 	Bank of America, N.A.
	 	$	150,000,000	 	 	$	150,000,000	 
	PNC Purchaser Group

	 	Market Street
Funding LLC
	 	CP Funding
Purchaser Group
	 	PNC Bank, National
Association
	 	$	150,000,000	 	 	$	150,000,000	 
	Fifth Third
Purchaser Group

	 	N/A
	 	Bank Funding
Purchaser Group
	 	Fifth Third Bank
	 	$	150,000,000	 	 	$	150,000,000	 
	HSBC Purchaser Group

	 	Bryant Park Funding
LLC
	 	CP Funding
Purchaser Group
	 	HSBC Bank plc
	 	$	100,000,000	 	 	$	100,000,000	 
	 

	 	 	 	 	 	TOTAL
	 	$	1,350,000,000	 	 	$	1,350,000,000	 






A-1









 





SCHEDULE B




PURCHASER GROUP NOTICE



	 	 	 
	Purchaser Group	 	Notice Address
	 
	 	 
	JPMorgan Purchaser Group

	 	JPMorgan Chase Bank, N.A.
	 

	 	10 South Dearborn Street
	 

	 	Suite IL1-0079
	 

	 	Chicago, IL 60670
	 

	 	Attn: Asset Backed Securities
	 

	 	Fax: (312) 732-1844
	 

	 	Tel: (312) 732-2722
	 
	 	 
	Scotia Purchaser Group

	 	The Bank of Nova Scotia
	 

	 	One Liberty Plaza
	 

	 	New York, New York 10006
	 

	 	Attn: Darren Ward
	 

	 	Fax: (212) 225-5274
	 

	 	Tel: (212) 225-5264
	 
	 	 
	Rabobank Purchaser Group

	 	Cooperatieve Centrale Raiffeisen-
	 

	 	Boerenleenbank B.A., “Rabobank
	 

	 	International”, New York Branch
	 

	 	245 Park Avenue, 37th Floor
	 

	 	New York, New York 10167
	 

	 	Attn: Transaction Management
	 

	 	Fax: (914) 304-9324
	 

	 	Tel: (212) 808-6818
	 
	 	 
	BTMU Purchaser Group

	 	The Bank of Tokyo-Mitsubishi UFJ,
	 

	 	Ltd., New York Branch
	 

	 	1251 Avenue of the Americas
	 

	 	New York, New York 10020
	 

	 	Attn: John Donoghue
	 

	 	Fax: (212) 782-6448
	 

	 	Tel: (212) 782-4537
	 
	 	 
	Bank of America Purchaser Group

	 	Bank of America, N.A.
	 

	 	214 North Tryon Street
	 

	 	NC1-027-21-04
	 

	 	Charlotte, NC 28202
	 

	 	Attn: Securitization Finance Group
	 

	 	Fax: (980) 387-2828
	 

	 	Tel: (980) 388-9464






B-1









 






	 	 	 
	Purchaser Group	 	Notice Address
	 
	 	 
	PNC Purchaser Group

	 	PNC Bank, National Association
	 

	 	One PNC Plaza
	 

	 	249 Fifth Avenue
	 

	 	Pittsburgh, Pennsylvania 15222
	 

	 	Attn: Tony Stahley
	 

	 	Fax: (412) 762-9184
	 

	 	Tel: (412) 768-2266
	 
	 	 
	Fifth Third Purchaser Group

	 	Fifth Third Bank
	 

	 	38 Fountain Square Plaza
	 

	 	MD 109046
	 

	 	Cincinnati, OH 45202
	 

	 	Attn: Asset Securitization Group
	 

	 	Fax: (513) 534-0319
	 

	 	Tel: (513) 534-0836
	 
	 	 
	HSBC Purchaser Group

	 	HSBC Securities (USA), Inc.
	 

	 	452 Fifth Avenue
	 

	 	New York, New York 10018
	 

	 	Attn: Thomas A. Carroll, Director
	 

	 	Fax: (646) 366-3476
	 

	 	Tel: (212) 525-2059







B-2